Chimes at Midnight

• 1. Introduction

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  Chimes at Midnight is the 1965 film that Orson Welles called his best work. He told interviewer Leslie Megahey in a 1982 interview for BBC Arena: "If I wanted to get into heaven on the basis of one movie, that's the one I would offer up." At its heart is Sir John Falstaff, the mountain of a man whom Welles described as "Shakespeare's greatest creation." Welles plays Falstaff himself, opposite Keith Baxter as the young Prince Hal who must choose between loyalty to his roguish mentor and his duty to the crown.

  The film draws text from five of Shakespeare's plays, threaded together into a single story about betrayal. Ralph Richardson narrates from the chronicles of Raphael Holinshed. The budget was tight. The shooting schedule was fractured. The cast members were available for days, not weeks. And when the film premiered at the 1966 Cannes Film Festival, most critics dismissed it.

  For decades, legal disputes over ownership made it nearly impossible to watch legally at all. What happened to bring Chimes at Midnight back, and why does it now stand as one of the most admired films Welles ever made? The answers reach back further than 1965, all the way to a school stage in Woodstock, Illinois, where a young Welles first tried to mount his Shakespeare obsession.

• 2. A Lifelong Obsession

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  Welles's relationship with Falstaff began in 1930 when he was a student at the Todd Seminary for Boys in Woodstock, Illinois. He tried to stage a three-and-a-half-hour combination of several Shakespeare historical plays in which he himself played Richard III. School officials forced him to cut the production. That impulse to collapse multiple plays into a single theatrical experience never left him.

  In 1938, the project that would eventually become the film was announced as part of the Mercury Theatre's second season under the title Five Kings. John Houseman had secured a partnership with the Theatre Guild to produce it, with a tour planned through Baltimore, Boston, Washington D.C., and Philadelphia before a Broadway debut. Aaron Copland wrote the play's music. Welles commissioned an elaborate revolving set, but it was not finished during the five weeks of rehearsals.

  Welles avoided rehearsals and instead spent his time socializing with co-star Burgess Meredith. At the first dress rehearsal in Boston, the play ran over five and a half hours and contained 46 scenes. Welles cut 14 scenes, which threw the revolving set's built-in timer out of synchronization. Five Kings premiered at the Colonial Theatre in Boston on the 27th of February 1939, and was a disaster. Critics were either scathing or apologetic. The Theatre Guild canceled the Washington engagement and eventually terminated its contract with the Mercury Theater entirely.

  Twenty-one years later, in 1960, Welles returned to the material for a stage run in Belfast and Dublin, produced through the Gate Theatre by his old friend Hilton Edwards. This time the play was retitled Chimes at Midnight. Keith Baxter played Prince Hal, as he would in the film. According to Baxter, Welles told him during that 1960 run: "This is only a rehearsal for the movie, Keith, and I'll never make it unless you play Hal in that too."

• 3. Getting the Film Made

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  In 1964, Welles met Spanish film producer Emiliano Piedra, who wanted to collaborate with him but did not believe a Shakespearean film was commercially viable. Piedra proposed a version of Treasure Island instead. Welles agreed, knowing he had no intention of actually making it. He built sets that could plausibly serve both films, including the Boar's Head Tavern, which doubled as the Admiral Benbow Inn. He cast each actor in roles from both projects: Baxter as Dr. Livesey, John Gielgud as Squire Trelawney. No scenes from Treasure Island were ever shot or scripted, though some footage of a ship called the Alicante departing from port was captured early in production.

  The budget was $800,000. Jeanne Moreau was available for five days. Gielgud was available for ten. Margaret Rutherford could give four weeks. Welles later joked that during one scene involving seven principal characters, none of the actors was actually present at the same time, and stand-ins were used for over-the-shoulder shots of all seven.

  Filming took place across Spain from September 1964 to April 1965, with a forced break from late December to late February after Welles ran out of money. Locations included Colmenar, Cardona, Madrid's Casa de Campo Park, Pedraza, Soria, and the Basque country. The exploitation filmmaker Jesus Franco worked as an assistant director and was heavily involved in the Battle of Shrewsbury sequence. He was not credited because he and Welles had a falling-out. In a later interview, Franco said: "a total mess, not because the film was too expensive, but because Orson lied with the budget and the film was ten times more expensive."

  Welles eventually secured additional funding from Harry Saltzman, and production resumed in late February. Welles had stage fright and delayed all his own scenes until the very end of filming, except those that required other actors to be present.

• 4. The Battle of Shrewsbury

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  Only about 180 extras were available when Welles filmed the Battle of Shrewsbury, and he turned that constraint into one of the most discussed sequences in cinema history. He shot all the battle scenes in long takes, then cut them into fragments. It took ten days to shoot and six weeks to edit what became a six-minute sequence. Hand-held cameras, wide-angle lenses, slow motion, speed-up shots, static shots, swish pans, and constant rapid movement of the characters all combine to create what scholar Michael Anderegg described as "one huge, awkward, disintegrating war machine, a grotesque robot whose power source slowly begins to fail and finally comes to a frozen halt."

  The sound design added its own layer of chaos: swords and armor clanking, soldiers grunting and screaming, bones breaking, and boots in the mud, layered against Lavagnino's score. Shakespearean scholar Daniel Seltzer wrote that the footage "must be some of the finest, truest, ugliest scenes of warfare ever shot and edited for a movie." Film critics have compared the sequence to the Odessa Steps in Battleship Potemkin and the Battle on the Ice in Alexander Nevsky, both directed by Sergei Eisenstein.

  The sequence's influence spread into later decades. Kenneth Branagh's Henry V used it as a model for the Battle of Agincourt. Braveheart and Saving Private Ryan are among the films cited as taking inspiration from it. The approach to depicting war not as heroism but as grinding, indiscriminate slaughter became a point of reference for filmmakers well beyond the world of Shakespeare adaptation.

• 5. Score, Sound, and Silence

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  Angelo Francesco Lavagnino composed the film's score, having previously worked with Welles on Othello. The score is notable for its prominent use of actual medieval monophonic dance tunes alongside what the source identifies as "early music," including several of Antony Holborne's Elizabethan consort pieces. At the time of the film's production, this kind of period-authentic musical sourcing was uncommon. The score was recorded in an Italian studio, which paid Lavagnino for his work in exchange for the rights to the music, then released a soundtrack album in Italy and the UK.

  Post-production sound was completed months after filming. Actors Fernando Rey and Marina Vlady were dubbed by different performers because of their heavy accents. Baxter, Welles, and Michael Aldridge also recorded voices for several characters during post-production. The exception was Mistress Quickly's speech after Falstaff's death: an audible hum from a power generator had disrupted that recording, but Welles liked Margaret Rutherford's performance enough to keep the original take.

  The film's sound problems, partly born from a limited budget and partly from Welles's fast-paced shooting style, became a sustained critical complaint on the film's release. Anderegg argued that the resulting friction between image and dialogue created something meaningful: "Welles generates a constant tension between what we see and what we hear, a tension that points to the ambiguous status of language in its relation to action." Many scenes were shot in long takes or with characters' backs to the camera, often for practical reasons when actors were absent, which compounded the difficulty of capturing usable sound.

• 6. Welles, Falstaff, and the Father

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  Keith Baxter compared Welles directly to Falstaff: both were perpetually short of money, both lied and cheated to get what they needed, and both were reliably merry and fun-loving. Film scholar Jack Jorgens extended the parallel further, writing that Welles had "staggered through three decades of underfinanced, hurried, flawed films, scores of bit parts, narrations, and interviews which debased his talent" and that the story of Falstaff's exile might well have seemed personally tragic to him. Kenneth S. Rothwell went so far as to call Hal's rejection of Falstaff allegorical to Hollywood's rejection of Welles. Welles had grown deeply depressed in the late 1950s following the disappointment of Touch of Evil, his intended Hollywood comeback.

  Welles's biographer Simon Callow offered a different comparison. He noted that Welles's own father, Richard Head Welles, resembled Falstaff in specific ways: a drunkard, a trickster, a braggart, a womanizer, and also a gentleman and a charmer, ultimately rejected by the person he loved most. Welles's father was an alcoholic who often brought the teenage Welles along when indulging in his vices. When Welles was 15, he took the advice of his surrogate father Roger Hill, headmaster of Todd School for Boys, and told his father he would not see him again until he stopped drinking. Welles's father died shortly afterward, alone, and Welles blamed himself, saying: "I always thought I killed him."

  The love triangle in the film between Hal and his two father figures, Henry IV and Falstaff, echoed Welles's own situation. His two surrogate fathers, family friend Maurice Bernstein and Roger Hill, both disapproved of Richard Welles's influence. In the late 1950s, Welles's daughter Christopher Welles Feder cut off all contact with him under pressure from her mother; their relationship never fully recovered. Welles's alleged biological son Michael Lindsay-Hogg, born to actress Geraldine Fitzgerald, first met Welles at age 15 and worked on the 1960 stage play, but saw him only sporadically afterward.

• 7. Reception and Rediscovery

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  Chimes at Midnight premiered at the 1966 Cannes Film Festival to a favorable audience reception and won the Technical Grand Prize, tied with another film. But a negative advance review from New York Times critic Bosley Crowther influenced American distributor Harry Saltzman to give the film minimal publicity and sparse distribution. Crowther called it "a confusing patchwork of scenes and characters" and described Welles's performance as "a dissolute, bumbling street-corner Santa Claus." A Time review called Welles "probably the first actor in the history of the theater to appear too fat for the role." Penelope Houston called it "a film which seems to turn its back on brilliance."

  Not every critic agreed. Pauline Kael criticized the poor sound but praised the film overall, calling Welles's performance "very rich, very full" and writing that the Battle of Shrewsbury was "unlike any battle scene done on the screen before." Judith Crist praised the film as "stark, simple, concentrating on word and performance." Welles told interviewers: "almost nobody has seen it in America, and that drives me nuts."

  Legal disputes over ownership further restricted the film's availability for decades. Harry Saltzman's widow, the families of producers Emiliano Piedra and Angel Escolano, and the estate of Orson Welles all claimed ownership. For years the only widely available source was a region-free DVD from Brazil. A restored version screened at Picturehouse Cinemas in the UK on the 1st of August 2011. The film had a European release on DVD and Blu-ray on the 29th of June 2015. The Janus Films and Criterion Collection restoration premiered at Film Forum in New York on the 1st of January 2016, and Criterion released that restoration on Blu-ray and DVD on the 30th of August 2016. Criterion president Peter Becker said the release was the product of more than 20 years of effort: "There is no film we have waited longer for or worked harder to free up."

  In 2012, for the British Film Institute's Sight and Sound poll, 11 film critics and two directors voted Chimes at Midnight one of the ten greatest films ever made. A large archive of Welles's materials from the film, including original artwork and memoranda, was sold at Bonham's Auction House in 2011 and later donated to the University of Michigan for scholarly study.