Orson Welles at 100: Falstaff, or Chimes At Midnight (1965)

Orson Welles as the titular Falstaff.

Falstaff might just be Orson Welles’s greatest film. Welles himself thought so, and many among his legion of devoted fans think so. That the film remains largely unseen in America has little bearing on this opinion. In his home country, Welles is still most closely associated with Citizen Kane and The Third Man, but among those who know his work best, Falstaff represents his most fully formed achievement.

First and foremost, it is Welles’s finest achievement as a screenwriter. That may come as a surprising statement, since, the text itself comes from William Shakespeare. But consider this: Welles created this film out of subplots and snatches of dialog lifted from four plays (Henry IV Part I, Henry IV Part II, Henry V, and The Merry Wives of Windsor) and some prose lifted from Holinshed’s Chronicles. With these materials he fashioned a drama that is at once distinctly Shakespearean and also, without a doubt, the most radical adaptation of Shakespeare ever attempted on film. Of course, he was already famous for his experiments with Shakespeare on stage  in the ‘30s (the so-called Voodoo Macbeth and his anti-fascist Julius Caesar) and on screen in the ‘40s and ‘50s (the Scottish Macbeth and the hodgepodge Othello), but Falstaff is more radical than any of these. With Falstaff, Welles did not merely interpret a text. He created his own story, the Shakespeare drama that Shakespeare never thought to write.

The story here revolves around the slumming Prince Hal (Keith Baxter) and his relationship to a washed up old knight named Falstaff (Orson Welles). They drink and make merry, pulling robberies in the woods, and hanging out at a brothel run by Mistress Quickly (Margaret Rutherford). Hal is an embarrassment to his father, King Henry (John Gielgud), but when a civil war approaches, Hal sees his opportunity to prove himself to his father.

Keith Baxter as Prince Hal.

The big set piece at the center of the film is the battle of Shrewsbury. Welles fills the screen with the magnificently achieved chaos of men and horses and swords and shields clashing and clanging in mud and fog. The sequence is exhilarating and horrifying in equal measure, and it would go on any short list of great movie battle scenes, but from a storytelling point of view, it’s interesting for where it comes in Welles’s narrative. After it is over, and the fields are cleared of bodies, and the armies march off into the distance, there is still the matter of Hal and Falstaff. When the young prince assumes the title and responsibility of king, what will become of the goodhearted wastrel who loves him like a father — indeed, who loves him more than his own father seems to?

In America, the film is better known as Chimes At Midnight. That’s a lovely, evocative title, but the better title for the film is really Welles’s preferred Falstaff. Like the eponymous heroes of other Shakespeare plays like Hamlet and Richard III, Falstaff is the center of the story that bears his name. It is, in the end, a study of this man. Again, we come back to the radical nature of what Welles is doing. Shakespeare wrote about princes and kings, but here Welles lifts up a character — a comically fat drunk of a man — and places his story on the same level. Prince Hal will reject Falstaff, drive him away. In Shakespeare’s original work, this is just part of Hal’s journey to greatness, a necessary duty that helps transform a slacker prince into a warrior king. Embedded in Shakespeare’s triumphant history plays, however, Welles finds a buried tragedy. He ends his movie on a deeply ironic note, with the narration dryly noting that the new king was “so human withal that he left no offense unpunished, nor friendship unrewarded.” This narration is delivered over a scene of Falstaff’s coffin being wheeled away in the cold drizzle and mud.

The cast is outstanding. As Prince Hal, Keith Baxter pivots so effortlessly between charming rascal and coldhearted bastard, it’s impossible to fully love or hate him. Which is how it should be because Hal is, in his heart, a politician every bit as calculating as his father. As King Henry IV, John Gielgud delivers a performance of icy intensity. Plagued by something like guilt for the way he assumed power (it is implied that he more or less stole his throne), he seems nevertheless to have been born in a castle. It’s easy to see why some of his subjects would revere him while others would despise him.

And as Falstaff, Welles gives one of his greatest performances. It’s certainly the funniest performance he ever gave. He loves all of Falstaff’s quips (“There live not three good men unhanged in England; and one of them is fat, and grows old,”) and he throws himself into physical comedy as well, drunkenly dancing like a child. Welles had long since turned his own obesity into a tool he could use. In something like Touch of Evil, he wore padding and makeup to make himself a grotesquery that would fit into the ghoulish landscape of his most baroque film. Here, though, he’s an outsized comic figure, a hairy blimp with rosy cheeks and bulbous nose who is not only the funniest person around, but also someone who all the other characters can mock with impunity. Or as he puts it, “I am not only witty in myself, but the cause of wit in other men.”

But when the laughter ends, Welles is wonderfully touching as an old man whose big heart is just a little too fragile to withstand the beating it will take from the young man he considers his friend. The climatic scene here — in which the new king banishes the old man from his presence — is heartbreaking in a way that is unique to the work of both Shakespeare and Welles. While most Shakespeare tragedies end with sword fights and poisoning and blood on the floor, Falstaff ends with a few conversations that add up to an unforgivable betrayal. While I’ve never cried at the end of Hamlet or Citizen Kane, the end of Falstaff is a heartbreaker that never ceases to move me.

At its core, this is a small personal drama pulled from epic Renaissance plays. Who but Orson Welles would have thought to do this? And who but Orson Welles could have pulled it off so well?

Jake Hinkson is the author of several books, including the novel The Big Uglythe newly-released short story collection The Deepening Shade, and the essay collection The Blind Alley: Exploring Film Noir's Forgotten Corners.

Read all of Jake Hinkson's posts for Criminal Element.


  1. Kiwi Carlisle

    Wow! I once went to a showing of this years ago at the St. Louis Art Museum, but the print was lousy and you could barely hear it. There was enough there to reflect Welles’ brilliance. Thanks for putting this up!

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