Retro Review – Falstaff: Chimes at Midnight (1965)



Synopsis Set against the famous War of the Roses, young prince Hal is living a life of debauchery in the slums of London as his father prepares for war against other English nobles. As history begins to move forward, Hal is forced to choose between his gluttonous friends and his duties as a monarch.

Length 1 Hour 55 Minutes

Release Date December 22, 1965 (Spain), November 17, 1966 (Switzerland), March 17th, 1967 (United States)


Rating NR

Distribution Peppercorn-Wormser Film Enterprises (theatrical), The Criterion Collection (DVD)

Directing Orson Welles

Writing Orson Welles, Based on Plays by William Shakespeare

Composition Angelo Francesco Lavagnino

Starring Orson Welles, Jeanne Moreau, Margaret Rutherford, John Gielgud, Marina Vlady, Keith Baxter, Beatrice Welles

I’ve returned to the figure of Orson Welles numerous times. I reviewed Mank, Citizen Kane and The Otherside of the Wind here at Geeks Under Grace and I’ve also reviewed his other films like Othello and The Lady From Shanghai for other websites. I’ve watched most of his films multiple times and been deeply inspired by Welles as an artist. He is someone I come back to time and time again to try and get a better grasp of his work. Of all his films one in particular stands out as the hidden gem of his entire career.  

The film in question was a passion project he’d tried to see through to completion since the late 1930s. He adapted the same source material for his failed theatrical experiment Five Kings which closed almost immediately. He subsequently resurrected it as a stage play in the 1960s before pitching it to a Spanish producer who finally agreed to let him shoot the film with a budget of only $800,000 (for contrast in 1965 dollars, The Sound of Music had a budget of $8.2 million and Thunderball had a budget of $9 million).  

Though largely lost to bad distribution for half a century, the film was restored in 2016, released in theaters, and then released as part of the Criterion Collection for home releases. In the years since it has slowly become appreciated as one of Welles’s greatest films. 

Content Guide

Violence/Scary Images: Chaotic brutal battle scene; not appropriate for small children but not gratuitously graphic. 
Language/Crude Humor: No language. Some crudeness and vulgar content.
Drug/Alcohol References: Characters are drinking copious amounts of wine throughout the film. 
Sexual Content: Brief partial male nudity (you see a butt briefly). Themes of sexuality and prostitution, nothing graphic depicted. 
Spiritual Content: Some references to Catholicism. 
Other Negative Content: Some themes that romanticize sinful activity and disregard religion. 
Positive Content: Themes of redemption, family, duty and love.


I’ve seen Orson Welles’ adaptation of Henry IV at least five times now and it’s a film that I’m slowly developing a very deep relationship with. This year, I finally went back and read Shakespeare’s two-part history play, Henry IV, and it’s genuinely informed my viewing of the film in a way that previous viewings couldn’t fully grasp. When I first saw the movie in 2016, I knew I was staring down one of the most challenging films I’d ever watched. In my small independent theater, the audio echoed in strange ways and the dense Shakespearean dialogue was deeply off-putting. I couldn’t escape the feeling that I had just seen something rare and important. 

A little context will help first-time viewers. Following his self-imposed exile from mainstream Hollywood, Orson Welles moved to Spain to seek funding as an independent filmmaker where he produced a slate of his most creatively fulfilling and original films to date: The Trial, The Immoral Story, F for Fake, etc. 

The peak of this period was his third completed adaptation of William Shakespeare’s plays. Falstaff or Chimes at Midnight is, arguably, Orson Welles’ most personal and ambitious film project. It was made for a relatively low budget using only a few sets and extras. At times, Welles couldn’t even afford to pay a boom-operator to record dialogue on-set. That said, Welles’ passion, brilliant screenwriting, intense vision and energy-filled shooting style shaped a lopsided production into one of the highlights of his career.

It’s even been argued that Chimes at Midnight is the greatest Shakespeare adaptation in cinematic history.  

Part of understanding that comes to understanding the context of how Welles adapted the story. If you haven’t read Shakespeare’s histories, the story follows the real-life battles of Henry of Monmouth during the War of the Roses (the same conflict Game of Thrones is based on). Henry the Fifth is the son of the titular Henry the Fourth, House of Lancaster, who deposed the rightful King Richard the Second. As a result of this, different noblemen in England have decided to conspire against the new lineage in an attempt to cease power. 

Shakespeare’s adaptation is immensely fictionalized. Henry of Monmouth’s story is told over the course of three of his plays and culminates in the beloved Henry the Fifth where he leads an English army against the French at the Battle of Agincourt. The two-part prequel to this epic culmination is a very different kind of story. Henry IV, and the extension Chimes at Midnight, is actually the story of the young Henry’s personal redemption after an adolescence of sexual sin and drunkenness.

We meet a young man who has dedicated his youthful energies to parties and alcohol. He goes out into the London streets each day and spends his time frolicking with prostitutes and bartenders. His closest friend is John Falstaff. Falstaff is a lecherous glutton and an ignoble Knight who constantly abuses his power and spends his days fulfilling his bodily pleasures. As the war with his father’s enemies begins to churn in the background, Prince Henry begins plotting a kind of personal redemption narrative by which he will be able to rightly cease the throne in due time by abandoning his drunken merriment with Sir John Falstaff and publicly revealing himself to being the true king that England needs. 

To quote Shakespeare’s soliloquy: 

“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; and, like bright metal in a sullen ground, My reformation, glittering o’er my fault, Shall show my goodly and attract more eyes than that which hath no foil to set it off. I’ll so offend to make offense a skill, redeeming time when men think least I will.” – Henry IV, Act 1, Scene 2

In essence, Henry is scheming to use his gross indecency as a power play. His reputation will be even grander in light of his past as a sinner. It’s quite an inauspicious start to such an important character in English history. 

While Shakespeare’s histories were written primarily as nationalist myth-making for 15th-century audiences, Henry of Monmouth never became the most popular character in his own plays. Sir John Falstaff was the runaway favorite character of the story. Audiences loved the lecherous, intelligent and funny old man as modern audiences flock to scandalous humor today. Among his biggest fans was Orson Welles. 

Welles saw within the character of Sir John Falstaff a uniquely autobiographical story. Falstaff’s story is one of youthful ignorance and fulfillment falling apart as his closest friend abandons him, exiling him away from the joyful society he once profited from. He ends up dying unromantically at the beginning of the next play from the pain of this personal betrayal.

As his friend remarks: “The King has killed his heart.” 

Welles himself was a famous glutton, an intellectual, a womanizer and a tragic figure who felt betrayed by everyone in Hollywood he ever worked with. In addition to directing the film, Welles starred in it as the titular character of Falstaff. Falstaff may just be a suit that Welles is wearing but it fits him all too well. There’s a rawness and gaiety to his work that’s never been matched in any of his other performances. This is an actor playing the role he’s always been meant to play. 

That is ultimately what Chimes at Midnight is as a story. The phrase “Chimes at Midnight” is an old idiom referring to when one stays up so late that they hear the midnight church bells. In that title, the story reveals itself to be about the death of youthful merriment. Welles took the story details surrounding the full story of Shakespeare’s character, added story elements from The Merry Wives of Windsor, Richard II and Henry V and reinvented the story of Falstaff by telling this one character’s narrative from beginning to end. By doing this, he captures the entirety of Falstaff’s abandonment, the fullness of his character and the tragedy of his death.

Naturally, the way Welles wrote and performed the film’s titular character doesn’t fully capture the breadth of his creation. Chimes at Midnight is an epic war film, a dark comedy, and a great character study all at once. Despite its low budget, the film looks spectacular. The soundstage that Welles used to shoot the majority of the indoor scenes was immaculate and detailed in its design. There’s a warmth and grit to the environment of this underworld of debauchery. 

In contrast to this, the royalty scenes are epic and grand. Welles shot the scenes with the elderly Henry IV in old Spanish churches and the visuals are stunning. The light casts down long arcs over the empty halls of the castle and places the King in his full glory atop his throne. These scenes are epic in their scale but cold in their execution. We are meant to feel disconnected from the sterility of this world just as the young Henry does. 

Much of this is thematically true to the text of the play but Welles himself was never enslaved to it. He famously stated he only ever borrowed from Shakespeare and let himself do what was necessary to tell the story he wanted. 

In Shakespeare’s day, Henry IV would’ve been primarily appreciated as a history play about the victory of a great English king and the origin story for his son. Welles’ version is two degrees separated from the plays and cuts a lot of the enormous duology out for the sake of making a two-hour film. Most of the best Henry IV dialogue is left on the cutting room floor including his soliloquy where he regrets that he’d rather have Hotspur as a son than Henry.

Welles doesn’t include much content that regards Henry’s merriment as sinful. That’s a key line to understanding Welles’ identification with Falstaff. As plenty of critics have pointed out, the film’s tone is a descent from the innocence and playfulness of the first act to the cynicism and violence of modern politics in the final act. We watch the innocence of youth die only to be replaced by the cynicism and violence of maturity and modern life. 

Welles, despite his progressive leanings, was a deep critic of that thing we call “modernity”. He missed the simplicity and joy of the mythical simpler times of a Pre-Christian, Pre-Modern Europe. Falstaff, in Welles’ eyes, was the innate goodness and heart of the lost Pagan European world. He could care less about virtue and chivalry but he’s deeply joyous and loves life. The tragedy of Falstaff was that the modern world had to wash away the innocence of men like himself in the long March of history.

We see this reflected in the film’s famous battle scene at the halfway mark. The action on display is brutal, swift and violent. This isn’t the medieval world of chivalrous fights and honor. This is the modern world of survival of the fittest. This is a world Falstaff simply doesn’t fit into. Falstaff isn’t even a creature of the world of chivalry and knighthood. He’s not even a good knight. 

“What is honor? A word. What is in that word honor? What is that honor? Air. A trim reckoning. Who hath it? He that died o’Wednesday. Doth he feel it? No. Doth he hear it? No. Tis insensible then? Yea to the dead. But will it not live with the living? No. Why? Detraction will not suffer it. Therefore, I’ll none of it.” – Henry IV, Act 5, Scene 1

This retelling is almost radical in its refocusing but its effect is incredible. Chimes at Midnight is one of the greatest pieces of film ever made. Once you’ve read the play or learned to follow the dialogue, the story opens up to you and you begin to see the tragedy unfold before you. At heart, it’s a story about the things we leave behind us. Its villains turn out to be sympathetic. Its heroes are sinners. It captures the strange joy of being alive in a way rarely captured on film. Falstaff was, in Welles’ eyes, a good and innocent man. That he should identify so gleefully with the character doomed to irrelevance is a quiet tragedy in itself. Yet within that tragedy, we see the portrait of a great artist.  


+ Incredible performances by Welles, Baxter and the entire cast
+ Spectacular production design that makes the most of a limited budget
+ Aggressive and unique soundtrack
+ Tense editing
+ Incredible script


- Dense Shakespearean dialogue may be off-putting for first time viewers

The Bottom Line

Chimes at Midnight is a masterpiece of cinema despite its relative obscurity. Most casual Welles fans start with Citizen Kane and Touch of Evil and then rarely touch his European work (largely because it isn't as widely available in the United States). Thanks to the recent restoration, this lost classic is now available to view at home on DVD and currently on HBO Go! With some effort or familiarity with the source material, it will open up to its viewers on repeat viewings as one of the great works of lost cinema!



Tyler Hummel

Born into the unexplored residential backwater of Chicago, Tyler Hummel is a graduate of Tribeca Flashpoint College where he studied Sound Design for Film and Interactive Media. When he isn't hosting his public access talk show The Fox Valley Film Critics or collecting DragonBall Z figurines, he enjoys writing and directing short films. As with Rick from Casablanca, "he's a man like any other man, just more so!"

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