How “Chimes At Midnight” Parallels Orson Welles’ Life and Career

Not too long after the highly anticipated restoration of Out 1, here is yet another holy grail of sorts returning to theaters in a big way. Not that Orson Welles’s Shakespearean adaptation Chimes at Midnight has quite the same mythical cachet as Jacques Rivette’s monumental 13-hour serial—but it, too, has been difficult to see ever since its disappointing theatrical release back in 1966, and available on home video only intermittently. In that sense, then, Janus Films’ new digital restoration—currently doing theatrical runs in New York and Los Angeles, and soon to play elsewhere in the U.S.—is of great importance in bringing this film back to a wider public.

And it deserves to be seen by more people—especially for the many who still only think of Citizen Kane and maybe The Magnificent Ambersons and Touch of Evil when it comes to Welles. Chimes at Midnight is hardly his first filmed Shakespearean production; previously, he had brought Macbeth to the screen in 1948 and Othello in 1952, so the work of the Bard was something that continued to obsess Welles even as he found it increasingly difficult to finance his projects. But it may well be the best of them—and more that that, one of his most deeply personal of all films, for all its costume-drama trappings.

Certainly, Chimes at Midnight was a passion project for Welles, starting out as a failed Broadway production called Five Kings in 1939 before he revised and revived it onstage, with not much more success, as Chimes at Midnight in 1960. Over the years, Welles had become obsessed with the character of Sir John Falstaff, who is known mostly as the buffoonish best friend character of Prince Hal, the future King Henry V, in Shakespeare’s two Henry IV plays. Over time, Welles began to see Falstaff more as a tragic figure than mere comic relief: “…[H]e is the greatest conception of a good man, the most completely good man in all drama,” he told Sight & Sound in 1966. “His faults are so small and he makes tremendous jokes out of little faults. But his goodness is like bread, like wine. That was why I lost the comedy. The more I played it, the more I felt that I was playing Shakespeare’s good, pure man.”

One need look no further than its prologue—a fireplace dialogue exchange between Falstaff and his old friend Justice Shallow (Alan Webb)—to gauge Welles’s more serious intent in Chimes at Midnight. With Welles’s wistful delivery of “We have heard the chimes at midnight, Master Shallow,” combined with Edmond Richard’s black-and-white cinematography, which emphasizes the contrasting light on Falstaff’s face and the shadowy darkness surrounding him, the film immediately induces a feeling of autumnal reflection.

Rather than being a straight adaptation of a single Shakespeare play, Chimes at Midnight is a mash-up of the two aforementioned Henry IV plays, with some lines and scenes borrowed from Henry V, Richard II, and even The Merry Wives of Windsor. Tellingly, Welles’s conception of Falstaff begins with his relationship with Prince Hal (Keith Baxter) already showing signs of decline, with Hal warning Falstaff that he will one day have to turn away from him and his hedonistic lifestyle: “So, when this loose behavior I throw off / And pay the debt I never promised, / By how much better than my word I am, / By so much shall I falsify men’s hopes…” With such a realization hanging over our heads, even the ostensibly jollier scenes—of Hal and Poins (Tony Beckley) playing a joke on Falstaff out in the forest, of Falstaff pretending to be king—carry portentous undertones of something about to come to an end.

This specter of impending mortality is most memorably illustrated in its midpoint Battle of Shrewsbury sequence, a justly celebrated setpiece, but one whose brilliance is surprisingly subtle in nature. What Steven Spielberg in his D-Day invasion recreation opening Saving Private Ryan needed unbearably graphic violence and a desaturated color scheme to express, Welles more economically expresses in staccato bursts of anonymous armored bodies whizzing past the camera, falling into the mud, one quick shot after another, all strung together with ironically triumphant music, the black-and-white color scheme adding to the chilling effect. As a result of this battle sequence, when, in the ensuing duel between Hal and traitorous Hotspur (Norman Rodway), Hal fells him and the latter cries out “O, Harry, thou hast robbed me of my youth!” just before he dies, we feel the full weight of the loss of innocence that cry implies, especially knowing that Hal himself is perched on a similar coming-of-age precipice.

All of this, however, is a mere build-up to the film’s climax: the moment during his coronation when Prince Hal, having just been crowned king, finally turns his back on his old friend Falstaff once and for all. The moment is devastating in part because of its very public circumstances, with the new King Henry V doing the renouncing in full view of his constituents after Falstaff interrupts the ceremony crying out his name as if he was still that mischievous childhood friend.

But there’s a deeper layer to this scene than just a narrative culmination, especially if you look back at Welles’s own artistic life up to that point. Consider his early career, as a radio wunderkind who was given the keys to make a feature film in Hollywood despite having no filmmaking experience, and who ended up making one of the greatest films ever made—and yet, Citizen Kane’s box-office failure ensured that Welles would rarely have such a high level of artistic freedom again. It was bad enough that RKO took his follow-up, The Magnificent Ambersons, away from Welles and released a version edited against his wishes. He had so little of a budget for his 1948 Macbeth that he had to make do with leftover Republic Pictures sets and a pre-recorded soundtrack; he didn’t even have the luxury of leftover sets with Othello, filming it on and off over three years, halting shooting when he ran out of money and forced to take on acting jobs in order to raise more. Such was the case with Chimes at Midnight, shot in Spain over an eight-month span from September 1964 to April 1965, with a break from late December to late February as he searched for more funding.

With his increasing struggles to get his films made in mind, perhaps one can understand why he developed such an attachment to Falstaff: similarly poor, always warding off the pleadings of Mistress Quickly (Margaret Rutherford) for rent money, yet still full of joie de vivre regardless of such practical struggles. When Falstaff delivers a monologue in which he says, among other things, “if to be old and merry be a sin, then many an old host I know is damned,” one can sense that thirst for life in Welles’s delivery—the kind of passion that has the power to drive any artist to continue onward in spite of seemingly insurmountable difficulties. This subtext is even more pronounced in Welles’s case: the energetic actor who throughout his career especially delighted in putting on old-man masks and taking on personas (no wonder he would later turn such trickery into the subject of an entire feature, his great 1973 essay film F for Fake). But rarely did he exude as much emotional transparency as he does in Chimes at Midnight, with Welles using his richly theatrical bass as more than just a flamboyant instrument, but to also hit upon notes of poignancy he had rarely touched before (even in his performance as Charles Foster Kane).

It is for these reasons—aesthetic, thematic, subtextual—that Chimes at Midnight deserves to be seen not only as a great film in its own right, but perhaps one of Orson Welles’s most important films: the one in which he laid bare his heart, faced with myriad difficulties, anguished in the knowledge of death and dying, but still insistent on moving forward with living his life.

Original illustration by Quinn Bowman.