Chimes at Midnight (Falstaff) (1966)
Directed by Orson Welles

Film Review

For Orson Welles, the crowning achievement of his extraordinary filmmaking career was not Citizen Kane or The Magnificent Ambersons - his two most lauded masterpieces - but his third and final attempt at a big screen adaptation of the plays of William Shakespeare.  Falstaff - better known as Chimes at Midnight - comprises text predominantly from the two parts of Henry IV, but also references three of the Bard's other works - Richard II, Henry V and The Merry Wives of Windsor.  As with his earlier Macbeth (1948) and Othello (1952), Welles had no qualms over slicing and dicing the original text, and even tacks on a narration that quotes Raphael Holinshed, the renowned chronicler of English history on whom Shakespeare depended greatly for his historical plays.

By concentrating our attention on Falstaff and his relationship with Prince Hal (the future King Henry V), comparing the former's paternal interest with that of the declining Henry IV, Welles brings a dazzling coherence and humanity to a bold Shakespearean epic which, in its original form, is a tad marred by its abundant digressions and lack of narrative focus.  In the twilight of his career, Welles considered Chimes at Midnight to be the best film he ever made, the one that was closest to what he had set out to make.  Watch the film two or three times and you will begin to see why it was the director's personal favourite.  It is a perfect summation of his entire oeuvre, a feast of cinematographic bravura that only a director of Welles' ability and self-confidence could ever pull off.  The corrupting nature of power, how this demeans the individual and fractures relationships, is a theme that the director was obsessively drawn to time and again, and here it is analysed with an almost forensic rigour.  Chimes at Midnight is also a work of abundant humanity in which Welles sheds no small quantity of light on his own complex personality, lifting the lid on his deeply entrenched insecurities and crippling abhorrence of rejection.

To play Sir John Falstaff - arguably the greatest and the most fully developed of Shakespeare's leading characters - was Orson Welles' life ambition.  The similarities between Falstaff and Welles are striking - not just the physical resemblance in the actor-director's later years, but also their personal histories and character traits.  You might almost think that Welles allowed his girth to mushroom to the extent that it did just so that he could become Falstaff, the loveable rogue blundering his way through life without an apparent care in the world, beholden to nobody and the very epitome of a man who was a law unto himself.  Like Falstaff, Welles was the habitual trickster who resorted to lies and arm-twisting to achieve his ends, but this did not prevent either man from commanding immense love and loyalty from those who knew him.  Just as Falstaff squandered his energy and talents on a life of grift and debauchery, so Welles wasted much of his career on activities that were way beneath an artist of his standing.  Orson and Sir John were two of a kind - great men incapable of living up to their greatness, too willing to entertain mediocrity and moral ambivalence, and yet both becoming so essential a part of western culture that you cannot conceive a time when they will ever fade from our collective memory.

For a film that Orson Welles had wanted so badly to make, Chimes at Midnight had an incredibly long gestation period.  Half a decade before the film went into production, it was staged as a grand theatrical piece in Ireland, with Welles playing Falstaff for what was to be his stage swan song.  This play was a reworking of a much earlier production by Welles - The Five Kings - that proved to be an immense flop when it was first performed on Broadway in 1939.  The original play was an insanely ambitious project, intended to cover the entire span of the history plays from Richard II to Richard III, including the whole Wars of the Roses cycle.  For the 1960 Irish revival, the scope of the play was significantly reduced to an abridgement of the two parts of Henry IV, with some references to Henry V.  Welles regarded this as preparation for the film he had long wanted to make, although raising the funding for it had proven an insuperable obstacle.

Welles' chance came when the producer Emiliano Piedra commissioned him to make a screen adaptation of Treasure Island.  The director agreed on the understanding that he could also realise his Falstaff project as part of the deal.  In fact, Welles had no intention of delivering the R.L. Stevenson adaptation and duped Piedra from the start, using all of his funds to bankroll what was to be his most ambitious film, shot entirely on location in Spain.  When the money ran out, Welles had to look elsewhere for financial support, and had an unlikely sponsor in the form of Harry Saltzman, one of the producers of the original James Bond movies.  Even with Saltzman's backing, the production of Chimes at Midnight was constantly beset by financial difficulties, and this is most apparent in the over-reliance on stand-ins for cast members who were unavailable for the entire shoot and the poor quality of the soundtrack, with dialogue inexpertly dubbed in post-production using sub-standard recording equipment.

The technical failings of Chimes at Midnight are glaringly apparent on a first viewing but this scarcely matters, such is the level of sustained creative brilliance that Welles brings to his art with the limited resources at his disposal.  The film is a visual tour de force from start to finish - surpassed only by Citizen Kane in its astonishing cinematographic impact and unstinting ingenuity.  In addition to his usual techniques for creating boldly dramatic images - deep focus photography, long takes, high contrast lighting, skewed camera angles and low camera shots - Welles achieves a remarkable sense of pace and dynamism, through camera motion and rhythmic editing that surpasses even Eisenstein.  The austere exterior locations are so grimly tangible that you almost feel you are looking through a portal right back to medieval times.  Welles' expressionistic leanings are evident in the way he shoots the inhabitants of an ancient castle, as midgets totally dwarfed by the vast open spaces and towering walls around them.  The cramped, crowded interiors of the Boar's Head Tavern, a constant scene of drunken revelry, provide a striking contrast, clearly delineating Prince Hal's preferred haven from the cold courtly prison that he shuns.

Welles' portrayal of Falstaff is as wonderfully extravagant as his mise-en-scène and he clearly revels in the part.  It is the kind of larger-than-life character that Welles was born to play, effortlessly filling the entire screen with his bulk and charisma, but there is also immense subtlety in his performance.  So much is revealed to us about Falstaff's inner moods and thoughts through the slightest gestures or the merest change of expression on his face.  Welles' Falstaff is an irresistibly adorable scamp, crude and funny with a constant air of Mephistophelean mischief about him.  Like a lecherous, monomaniacal Father Christmas on steroids, he makes himself a king amongst a devoted gathering of threadbare lackeys and prostitutes, immune to the mickey-taking he is subjected to from his favourite protégé, the equally mischievous but far less likeable Prince Hal.

It is through Hal's casual ill-treatment of his bawdy mentor that Falstaff's sensitive interior is gradually exposed to us, and it is with genuine pity that we anticipate the betrayal that is to come in the final act.  Hal's ultimate rejection of Falstaff on the day of his coronation is a moment of abject poignancy.  The full extent of this devastating blow is at once apparent in the expression of uncomprehending bewilderment that settles on Welles' face as the words of rejection sink in.  In his own career, Orson Welles had experienced a fair amount of unmerited rejection - his ostracisation from Hollywood being perhaps the unkindest cut of all.  So in showing us Falstaff's sense of abandonment so fully, so nakedly, he is perhaps airing something of his own pain as the spurned fragile genius.

Coarse, comical and dishonest though he is, Welles' Falstaff has an heroic nobility that appears to be lacking in the play's other leading protagonist, Prince Hal.  Reprising the role he played to acclaim in the 1960 Irish stage productions, Keith Baxter portrays Hal as an even less sympathetic character than Shakespeare conceived, his non-stop mockery of Falstaff having an almost sadistic malevolence about it.  Hal's blatant moral failings are less pardonable than Falstaff's because of the underlying streak of maliciousness, and when he does get his big break, the chance to play the King rather second fiddle to a fat crooked clown, he can hardly fail to strike us as an opportunistic scoundrel of the worst kind.  His father, the dying King Henry, may be taken in by his seeming Damascene conversion from dissolute knave to worthy heir, but we are not.  It is Falstaff, the cowardly mendacious braggart, who bears the nobler countenance - always true to himself, never striving to be anything more than he is.

In a cast of exceptional quality, it is John Gielgud alone who matches the intense emotional resonance of Welles' knock-out performance.  His portrayal of Henry IV, a man weighed down as much by the burden of kingship as by guilt for his complicity in the death of the preceding monarch Richard II, is charged with pathos and an abundance of raw human feeling.  'Uneasy lies the head that wears a crown' - the most famous line of the Henry IV diptych - is a cri de coeur that cannot fail to touch the heart as Gielgud's crumbling Henry reflects on the price he has had to pay for the ambitions of youth.  With his country descending into anarchy through a series of uprisings and his son and heir blithely disregarding his duties, is it any wonder that King Henry is such a curmudgeonly soul, as contemptibly feeble and self-pitying as his much maligned predecessor?  The morally hamstrung Henry IV and laughably amoral Falstaff counterpoint each other perfectly, both tragic objects of derision who, by remaining true to themselves, possess a quality of true heroism that the impetuous, narcissistic Prince Hal patently lacks (even if he is destined to become the most revered English monarch of the medieval age).  The other characters - colourfully played by a superb ensemble that includes Margaret Rutherford, Jeanne Moreau and Norman Rodway - add to the glorious richness of the tapestry that Welles crafts with such skill and passion.
 
Chimes at Midnight is a film that positively revels in the grotesque carnality of the era in which it is set.  From the sordid pleasures of the flesh to the grisly horrors of Medieval combat, man's basest lusts are laid before us with sickening realism - nowhere more so that in the ferocious battle sequence that is the film's artistic high point.  Although it runs to just over six minutes, Welles' re-enactment of the Battle at Shrewsbury feels staggeringly epic in its impact, surpassing even the great battle scenes in Eisenstein's Alexander Nevsky (1938) with its horrific presentation of naked human aggression.  There are no signs of valour and chivalry in the slaughterhouse mayhem that fills the screen for what seems like an eternity, the wildly dramatic shot compositions and frenetic editing showing us warfare at its ugliest and most unbearably brutal.  As we watch the two opposing armies charge into each other, meshing into a single convulsing monstrosity intent on hacking off parts of its own anatomy, we are gripped by conflicting feelings of revulsion and awe.  As a statement of man's inhumanity to man or the folly of war, it could hardly be more powerfully rendered.  It is a scene of shocking visceral intensity that has subsequently inspired many other directors, including Mel Gibson for Braveheart and Kenneth Branagh for Henry V.

Welles obviously regarded Chimes at Midnight as his magnum opus, and it was certainly well-received when it premiered at the Cannes Film Festival in 1966, winning two important awards.  The critics were not so kind when the film went on general release later that year and, thanks to limited publicity and distribution, it had a poor box office showing.  A dispute over ownership rights after Welles' death prevented the film from being made widely available on video, and it wasn't until 2015 that it made it onto DVD and Blu-ray, following a long-awaited restoration.  After many decades languishing in obscurity, Chimes at Midnight is beginning to become recognised at one of Welles' major achievements.  It is uncertain whether it will surpass Citizen Kane as the director's ultimate chef d'oeuvre but it is unquestionably a work of remarkable merit.  With Welles at the height of his powers as both an actor and director, here we have what is possibly the finest Shakespearean adaptation cinema could ever hope to give us - a film glory that literally takes your breath away.

Film Synopsis

Since he seized the English throne from Richard II in 1399, King Henry IV has struggled to unite a divided kingdom.  His anxieties are aggravated by the unprincely conduct of his son and heir Hal, who spends his time cavorting with a known scoundrel, Sir John Falstaff.  As his father deals with an impending rebellion led by the cousins of Edmund Mortimer, a nobleman with a much stronger claim to the English crown, Prince Hal pursues a life of debauchery at the Boar's Head Tavern, assisting Falstaff in his criminal exploits.  The time for Hal to redeem himself in the eyes of his father comes on the day of a decisive battle at Shrewsbury between the king's army and rebel troops led by Mortimer's allies, who include the redoubtable Henry 'Hotspur' Percy.  Hal swears to defend his father's claim to the throne and, true to his word, he enters the fray along with Falstaff and his ragtag entourage of knaves and misfits.

Amid the carnage of war, Falstaff does his best to keep himself out of harm's way whilst Hal fights a duel to the death with Hotspur.  The threat of rebellion over, the errant prince resumes his dissolute life, to the chagrin of the ailing King Henry.  Realising that his father is close the death, Hal swears he will change his ways, and it isn't long before he must assume the responsibilities of kingship himself.  Falstaff's belief that he will derive immense benefit from Hal's succession to the throne proves to be misguided.  At his coronation, the new King Henry V spurns his old mentor and insists that he can have no part in his future life as a sovereign.  Heartbroken by this unexpected rejection, Falstaff returns to the tavern knowing that he has heard the chimes at midnight...