Peppercorn-Wormser Films    1 hr 55 minutes


Chimes at Midnight, the 1965 film Orson Welles wrote, directed and stars in as Falstaff has been classically restored! Welles used pieces from several Shakespearean plays; Henry IV, Parts 1 and 2, Richard II, Henry V, and The Merry Wives of Windsor, down to some of the speeches and dialogue.


Welles had great affection for the character Falstaff and loved playing him. He was reportedly inspired by the character when he wrote a play as a student at a boys’ school in Woodstock, Illinois when he was very young. Falstaff is the often soused knight who has a father/son relationship with Prince Hal. The Prince is the estranged heir to the throne of King Henry IV, played by Shakespearean actor, John Gielgud. Falstaff and Hal show their colors in a desperate struggle for power and friendship.














In this film, Welles is bigger than life, literally and figuratively. Rumor has it that he lost weight for his role in the film! It’s a rare showcase of his talents as an actor later in life. The closeups of his jovial face as the character he had obvious fun playing are remarkable.


And the battlefield scene he directed is second to none, especially in light of today’s special effects, which he did not have. He demanded that the film be done in black and white, even though others wanted it to be in color. Most of the film was shot in Basque country and other locations in Spain. But he shot the battlefield scene in Casa de Campo Park and it took 10 days to shoot using everything from hand held to slo mo and sped up shots, swish pans and more to get the frantic feel he wanted for the six minutes of film! He also had to do some fancy editing to make it look like there were more fighting in that field than there actually were.












The Boar’s Head Tavern set was the only full set built for the movie. The rest was “dressed” on location in Spain. He actually tricked Spanish film Producer Emiliano Piedra into making this film, promising to do Treasure Island for Piedra when he finished this one. He even built partial sets he  told the producer could be adapted for both films to get him to do this one! It was never made.


Keith Baxter was cast as Prince Hal in the play they mounted as a forerunner to the film and he is the only one to survive that production to stay in it. Supposedly Anthony Perkins wanted to play Prince Hal, but Welles had already promised the role to Baxter who was a popular actor at that time.


There were apparently monumental sound problems. Many of the cast were foreign and English was not their language. They spoke with such strong accents that they had to be dubbed or just not easy to understand. Often the actors had to be shown with their backs to the camera so they could be dubbed in. Welles only kept the original speeches and dialogue of John Gielgud nor Margaret Rutherford as host of the Boar’s Tavern, both whom he admired. Their lines were left in tact. And so was The Narrator who fills in the blanks, played by Ralph Richardson.












Welles was also uncomfortable shooting a love scene with Jeanne Moreau, the French star at that time who plays a prostitute. He reportedly used a double wherever he could.


Is this worth your bucks? This is a bit of film history by a grand master. Filmmaking was his art and even when funding was slim, he’d find a way. Welles had such success as a young man, that it must have been very hard to live up to. As Richard Brody of the New York Times says, Orson Welles “had seen and done perhaps too much in too short a time, had defied the clock of life to live on his own time and get ahead of his times—and he got so far ahead of himself that he got old young.” But this film is worth seeing and keeps his spirit young as the Falstaff character he apparently identified with and loved.