Chimes at Midnight (1965)
Directed by Orson Welles
Starring Orson Welles, Keith Baxter, John Gielgud, Jeanne Moreau and Margaret Rutherford
reviewed by John Murphy
Has there ever been a more felicitous pairing of part and performer than Falstaff and Orson Welles? With his rotund body and orotund voice, Welles knew he was born to play “this huge hill of flesh,” “Sir John” Falstaff, Shakespeare’s iconic sack-swilling scamp and scallywag. After decades of neglect and shoddy prints, we are blessed to have a new Criterion Collection release of Welles’s masterpiece, Chimes at Midnight, restored to its full lavish glory by Janus Films.
There’s that sonorous, radio-practiced voice, for one thing—Kurtz-like like in its hypnotic, honeyed richness (indeed, an adaptation of Joseph Conrad’s Heart of Darkness was slated to be Welles’s first Hollywood film production).
There’s Welles the raconteur, the incorrigible dissembler who claimed to have been born in Rio de Janeiro rather than that markedly more downheel “dirty little town” of Kenosha, Wisconsin. It is easy to see how Falstaff could hold his audience rapt as he spun out elaborate (and much embellished) tales.
There’s Welles the magician and wry fabulist whose F For Fake (1973) remains a study in sly cinematic trickery.
There’s Welles the innocent, the precocious Wunderkind who described the set of Citizen Kane as the “biggest electric train set any boy ever had!”
There’s Welles the beloved, indulged by unpaid collaborators and forgiven his bluster, foibles, and outright failings because the spark was undeniable, the talent prodigious, the genius only curtailed by those proverbial “slings and arrows of outrageous fortune.”
There’s Welles the broken: cast out of the “court” of Hollywood after the early triumph of Citizen Kane (written, produced, directed and starring a twenty-four year old Welles) and left to wander in the wilderness of foreign funding, shoestring budgets, and patchwork, catch-as-catch-can productions.
Simply put, there is Welles the legend. The myth. Everyone had a story about Falstaff. Everyone had a story about Orson. (Simon Callow’s magisterial biography of Welles is currently running to four volumes.)
But Chimes at Midnight (to say nothing of Citizen Kane or Touch of Evil) would not be a masterpiece if Welles did not also have a few things in common with Falstaff’s inventor, William Shakespeare: unflagging formal invention, boundless energy, deep human empathy, and the ability to whiplash from low comedy to high lyricism, from quick-witted merriment to wintry melancholy.
Welles’s baroque, canted compositions (shot by cinematographer Edmond Richard) match Shakespeare’s slanting, poetic language. And like Shakespeare, Welles played fast-and-loose with his source material, ever the magpie mixing-and-matching bits of Richard II, Henry V, The Merry Wives of Windsor, and Henry IV parts I and II to fashion a new narrative with Falstaff positioned front-and-center.
At the heart of the film is the odd-couple friendship of Prince Hal (Keith Baxter), son of Henry IV (John Gielgud), and John Falstaff, the larger-than-life of the party, the lying, lecherous, boisterous embodiment of the biblical exhortation to “Eat, drink and be merry for tomorrow you shall die.” Welles creates a force field of vitality around Falfstaff; he is like a planet not only in roundness and girth, but in the force he exerts on the lesser moons around him, pulled into his orbit and existing only as if by his reflected light.
Keith Baxter as Prince Hal looks the part and is a capable actor, but arguably misses the beats of the character arc from shallow wastrel to budding warrior to ambitious prince to noble king. This may partially be Welles’s strategy: an early soliloquy registers Hal’s intent to reform in the near-future, to “imitate the sun”
Who doth permit the base contagious clouds
To smother up his beauty from the world,
That, when he please again to be himself,
Being wanted, he may be more wondered at
By breaking through the foul and ugly mists
Of vapors that did seem to strangle him.
From this point on Hal’s engagement with Falstaff has a dual character: he almost seems to be watching himself from the future, bemused by his own antics but not fully invested in them. There is something effective about this strategy; Hal, with his illustrious future ahead of him, can afford to see himself at a distance, before he has risen to his proper place. Whereas Falstaff, approaching the end of his life, makes the most of every moment, insatiable for life in all its messy glory.
In a telling admission, Welles described Falstaff as Shakespeare’s “only perfectly moral character.” Considering Falstaff is a liar, a lech, a thief, and a “corruptor of youth,” what could Welles’s definition of “moral” actually be? Perhaps it is a childlike vision of life as endless play — a ludic, life-affirming activity forged in fellowship.
Falstaff is not larger-than-life he is life, in all its vast, tragi-comic complexity.
Meanwhile long-suffering Henry IV, as so many fathers before and since, despairs of the wayward Prince Hal ever amounting anything (“can no man tell me of my unthrifty son,” he laments, sounding less like a king than a suburban dad whose teenager has once again stolen the family Subaru). Hal is slumming with the lowlife denizens of Boar’s Head Tavern, where Falstaff holds court over a misfit crew of petty thieves, lowlifes and prostitutes. Welles contrasts the controlled, choreographed movements of the royal court with the raucous, anarchic camaraderie of the tavern. The velvet-voiced John Gielgud is a vaporous and ethereal Henry IV (the dying usurper plagued with the guilty conscience); his chilly king, like a dying star, is the perfect foil to Welles’s bawdy, earthy Falstaff.
When rebels led by the hotheaded upstart, Henry “Hotspur” Percy (always a scene-stealing part and Norman Rodway is full of brio) take up arms against Henry IV, Prince Hal sees his chance to redeem himself in his father’s eyes. This leads to one of film’s most memorable set pieces: the Battle of Shrewsbury, where Hal takes the measure of Hotspur (while Falstaff manages somehow to hide his vast armored bulk behind obliging bushes on the battlefield). It is obvious that Mel Gibson and Kenneth Branagh went to school on the Battle of Shrewsbury sequence: the battle scenes in Braveheart (1995) and Henry V (1989) owe a debt to Welles’s thoroughly modern conception of war as chaos unleashed: clanging armour, clashing steel, blood-and-mud-caked bodies. Branagh, himself an erstwhile wunderkind in the Wellesian mold, clearly saw in Chimes at Midnight a bolder, grittier, more vital model for the Henriad narrative than Laurence Olivier’s jingoistic, colorful pageant version of Henry V (1944).
The Battle of Shrewsbury is further evidence of Welles’s inexhaustible invention in the face of budgetary constraint. Shot in Spain on a shoestring budget (financed by independent producers who thought Welles was filming a commercial adaptation of Treasure Island – more Falstaffian skullduggery on Welles’s part!), Chimes at Midnight has only gained in stature since its unheralded release in 1966. For a long time it was unavailable in the U.S. due to disputes over the rights; the new restoration by Janus Films is cause for celebration. The soundtrack, overdubbed in post-production with Welles himself supplying several characters’ voices, remains the film’s main liability—even this heroic restoration could not fully solve the original’s audio problems. But the crisp, clear visuals and largely resolved soundtrack bring this version as close to perfect as could be hoped for this side of the beatific vision.
Chimes at Midnight capped Welles’s career-long dialogue with Shakespeare (which included a noirish Macbeth and lyrical Othello) and ranks as one of the greatest cinematic adaptations of the Bard. Welles said of Chimes: “If I wanted to get into heaven on the basis of one movie, that’s the one I would offer up.” If St. Peter is even remotely a cinephile, then Welles’s berth in the “Undiscovered Country” is guaranteed.
“He’s in Arthur’s bosom, if ever a man went to Arthur’s bosom.”