Orson Welles' 'Chimes at Midnight' is likely the greatest Shakespearean film ever

Orson Welles’s little-seen 1966 masterpiece “Chimes at Midnight,” unavailable for decades except for the occasional clandestine showing, is finally, after some protracted legal wrangling, being rereleased. It is quite likely the greatest Shakespearean film ever and, except for “Citizen Kane” and “The Magnificent Ambersons,” it’s also Welles’s greatest film – which is saying something. It features Welles in the role he was destined to play, Sir John Falstaff, in a script that integrates elements from the “Henry IV” plays as well as “Henry V” and snippets from “Richard II” and “The Merry Wives of Windsor.” 

Film Forum in New York City kicks off the revival, which will travel to other US cities. A DVD of the film may also be in the offing. In addition, since this is, after all, the 400th anniversary of the Bard’s death, Film Forum will also kick off a series of Shakespeare adaptations, “Stratford on Houston,” running Jan. 13 through Jan. 21, including Welles’s other Shakespeare films, “Macbeth” (1948) and “Othello” (1952), as well as the celebrated Laurence Olivier movies “Henry V” (1944), “Hamlet” (1948), and “Richard III” (1955). These films are also available on DVD.

Of “Chimes at Midnight,” which was titled “Falstaff” when it first opened in America, Welles once said: “If I wanted to get into heaven on the basis of one movie, that’s the one I would offer up. I think it’s because it is, to me, the least flawed.... I succeeded more completely, in my view, with that than with anything else.”

There are flaws in the film, but they are almost entirely technical. Shot mostly in Spain between 1964 and 1965 as an independent production with Spanish and Swiss financing, the film was unavoidably interrupted during shooting numerous times while additional money was raised. Most of the film’s audio soundtrack had to be dubbed in postproduction. This is the most jarring and injurious aspect of the film, since the words are sometimes out of sync with the acting and the sound quality in general is variable. As was also the case with Welles’s other Shakespeare films, especially “Othello,” Welles attempts to disguise these poverty-induced technical defects by utilizing cinematic sleight of hand: shooting the actors from behind, for example, or in deep shadow. Because Welles was such a movie magician, most of these feints and switcheroos seem not only seamless but integral. And yet there is a pathos attached to the process: Welles is doing all this because nobody would give one of the greatest artists who ever worked in film enough money to make the movie he, by all rights, was entitled to make.

I have always enjoyed Welles as a performer, even though it can be argued that he was a great ham and not a great actor. Seeing him as Charles Foster Kane in “Citizen Kane” or as Harry Lime in “The Third Man” (which was directed by Carol Reed, not, as many assume, by Welles) is to bask in pure theatricality. The fun of these performances is that he makes the audience fully complicit in his showmanship. 

Falstaff is his greatest role and his greatest performance not because he looks so right for the part but because his usual flagrant theatricality is, this time, at the service of a character infinitely rich in emotional possibilities. 

The all-too-common way to play Falstaff is as a high-style comic buffoon. Welles’s Falstaff is certainly a bellower and a cavorter, but what makes the performance great is the admixture of buffoonery and guile and tenderness and rue. Welles called the role, which he had played onstage decades before, “the most difficult part I ever played in my life” and this no doubt is because he chose to enlarge the range of Falstaff’s sympathies.

He plays Falstaff as a father figure to the gallivanting young Prince Hal (marvelously played by Keith Baxter). He is in many ways more of a father to Prince Hal than his real father, King Henry IV (John Gielgud at his most mellifluously magnificent). This is why, when Prince Hal becomes the new king, and publicly rejects Falstaff, the moment has such an overwhelming tragic force. 

There is one sequence in “Chimes at Midnight,” the battle of Shrewsbury, that is perhaps the best thing Welles ever directed. It’s a great mournful death knell of a battle scene; the stark, harrowing images of soldiers being cut down have a kinesthetic power. There is nothing heroic about this battle – this is warfare as pitiless inferno. 

There is so much else that is marvelous in this movie, including Margaret Rutherford’s jowly Mistress Quickly and Alan Webb’s magisterially shallow Justice Shallow. Welles is one of the very few directors who attempted to find a visual equivalent to Shakespeare’s language without courting blasphemy. 

He does justice to the Bard – one genius paying tribute to another. (Unrated.)