Orson Welles’s ‘Chimes at Midnight’ Toll Again, on the Big Screen

Though Citizen Kane is generally cited as Orson Welles’s greatest film, the man himself claimed the 1965 Chimes at Midnight was his favorite, and it may offer the most clues to his imposing soul.

A bold and sensitive melding of text from five of Shakespeare’s plays, Chimes at Midnight traces the friendship — and eventual rift — between young Prince Hal (Keith Baxter), heir to the throne of England, and his roly-poly surrogate father figure, Falstaff (Welles), a ne’er-do-well layabout given to drinking heavily. 

The picture is by turns joyous and mournful, and it features one of the most arresting battle sequences ever committed to film, all the more amazing for the fact that Welles shot it on a mouse-sized budget in Spain, where he was living at the time. Considering the dinky price tag (and the fact that Welles had to pretend he was shooting a version of Treasure Island in order to collect even those meager funds from his producer), the movie’s craftsmanship overall is remarkable: Every shot is packed with meaning or purpose; Edmond Richard’s cinematography makes the most of sumptuous Art Deco shards of light and highlights the soft fold of royal vestments just so. The performances are just as regal: An effortlessly intimidating John Gielgud plays Henry IV, Hal’s disapproving dad. Jeanne Moreau appears as the amorous prostitute Doll Tearsheet, and Margaret Rutherford is the bustling Mistress Quickly — she delivers that famously erotic elegy for her dear Falstaff, a walking libido of a man, with shivery-exquisite tenderness.

But there is no figure greater than Welles’s Falstaff: Both jolly and cranky, by turns bold and cowardly, with a nose abloom with gin blossoms, he’s the story’s essential, tragicomic spirit. The scene in which Hal disowns his old friend is among the most subtly shaded and emotionally complex in all of cinema: As Welles gazes up at his protégé, now wrapped in a king’s finery, the glow in his eyes says a dozen things at once.

Chimes at Midnight

Directed by Orson Welles

Janus Films

Opens January 1, Film Forum