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Chimes at Midnight (onscreen title and UK title: Falstaff (Chimes at Midnight), Spanish release: Campanadas a medianoche), is a 1965 English-language Spanish-Swiss period comedy-drama film directed by and starring Orson Welles. The film's plot centres on William Shakespeare's recurring character Sir John Falstaff and the father-son relationship he has with Prince Hal, who must choose between loyalty to his father, King Henry IV, or Falstaff.

Chimes at Midnight
U.S. theatrical release poster
Directed byOrson Welles
Produced by
  • Ángel Escolano
  • Emiliano Piedra
  • Harry Saltzman
  • Alessandro Tasca di Cuto
Screenplay byOrson Welles
Based on
  • Falstaff
    by William Shakespeare
  • Holinshed's Chronicles
    by Raphael Holinshed
Starring
  • Orson Welles
  • Keith Baxter
  • Margaret Rutherford
  • John Gielgud
  • Jeanne Moreau
  • Norman Rodway
  • Marina Vlady
  • Fernando Rey
Narrated byRalph Richardson
Music byAngelo Francesco Lavagnino
CinematographyEdmond Richard
Edited byFritz Muller
Production
company
Internacional Films Esrolano
Distributed byPeppercorn-Wormser Film Enterprises
Release date
  • December 22, 1965 (1965-12-22) (Spain)
  • May 8, 1966 (1966-05-08) (France)
  • March 17, 1967 (1967-03-17) (USA)
Running time
119 minutes
CountrySpain
Switzerland
LanguageEnglish
Budget$800,000
Box office516,762 admissions (France)

Welles said that the core of the film's story was "the betrayal of friendship." It stars Welles as Falstaff, Keith Baxter as Prince Hal, John Gielgud as Henry IV, Jeanne Moreau as Doll Tearsheet and Margaret Rutherford as Mistress Quickly. The script contains text from five of Shakespeare's plays; primarily Henry IV, Part 1 and Henry IV, Part 2, but also Richard II and Henry V, as well as some dialogue from The Merry Wives of Windsor. Ralph Richardson's narration is taken from the works of chronicler Raphael Holinshed.

Welles had previously produced a Broadway stage adaptation of nine Shakespeare plays called Five Kings in 1939. In 1960, he revived this project in Ireland as Chimes at Midnight, which was his final on-stage performance. Neither of these plays were successful, but Welles considered portraying Falstaff to be his life's ambition and turned the project into a film. In order to get initial financing, Welles lied to producer Emiliano Piedra about intending to make a version of Treasure Island, and keeping the film funded during its production was a constant struggle. Welles shot Chimes at Midnight throughout Spain between 1964 and 1965; it premiered at the 1966 Cannes Film Festival, winning two awards there.

Initially dismissed by most film critics, Chimes at Midnight is now regarded as one of Welles' highest achievements, and Welles himself called it his best work. Welles felt a strong connection to the character of Falstaff and called him "Shakespeare's greatest creation". Some film scholars and Welles' collaborators have made comparisons between Falstaff and Welles, while others see a resemblance between Falstaff and Welles' father. Disputes over the ownership of Chimes at Midnight made it difficult to view the film legally until recently. It was released in the UK on DVD and Blu-ray in 2015. A new restoration by Janus Films and The Criterion Collection was screened at the Film Forum in New York January 1–12, 2016. The Criterion Collection released the film on Blu-ray and DVD on August 30, 2016.

Screenplay

The film opens with Sir John Falstaff and Justice Shallow walking through the snow, then to a warm fire inside the Boar's Head Tavern, as the two reminisce. After a main credit sequence, the narrator explains that King Henry IV of England has succeeded Richard II, whom he has killed. Richard II's true heir, Edmund Mortimer, is a prisoner in Wales, and Mortimer's cousins Northumberland, Worcester, and Northumberland's son Hotspur demand that Henry rescue Mortimer. The king refuses, and thus Mortimer's cousins begin to plot Henry's overthrow.

To Henry's great dissatisfaction, his son Prince Hal spends most of his time at the Boar's Head Tavern, drinking and carousing with prostitutes, thieves and other criminals under John Falstaff's patriarchal influence. Falstaff insists that he and Hal should think of themselves as gentlemen, but Hal warns Falstaff that he will one day reject both this lifestyle and Falstaff. The next morning Hal, Falstaff, Bardolph, Peto, and Poins disguise themselves in Gadshill to prepare to rob a group of traveling pilgrims. After Falstaff, Bardolph, and Peto rob the pilgrims, Hal and Poins jump out in disguises and take the stolen treasure from Falstaff as a joke.

Back at the Boar's Head Tavern, Falstaff begins to tell Hal and Poins with increasing exaggeration the story of how the money was stolen from him. Hal and Poins poke holes in Falstaff's tale until they reveal their joke to the entire group. In celebration of the newly recovered stolen treasure, Falstaff and Hal take turns impersonating Henry, with a cooking pot crown and vocal impressions. Falstaff's Henry chastises Hal for spending his time with common criminals, but names Sir John Falstaff as his one virtuous friend. Hal's Henry calls Falstaff a "misleader of youth".

Hal visits the King at the castle and Henry scolds him for his criminal and unethical life-style. Henry warns Hal about Hotspur's growing army and its threat to his crown. Hal passionately vows to his unimpressed father that he will defend Henry and redeem his good name. The King's army, including Falstaff, parades through the streets and off to war. Before the battle, Henry meets with Worcester and offers to forgive all of Hotspur's men of treason if they surrender immediately. Hal vows to personally kill Hotspur. Worcester returns to his camp and lies to Hotspur, telling him that Henry intends to execute all traitors.

The two armies meet in the Battle of Shrewsbury, but Falstaff hides in shrubs for most of the conflict. After a long and bloody fight, the King's men win the battle, after which Hotspur and Hal meet alone and duel; as Falstaff watches, Hal kills Hotspur. Henry sentences Worcester to death and takes his men as prisoners. Falstaff brings Hotspur's body to Henry, claiming that he killed Hotspur; Henry does not believe Falstaff, instead looking disapprovingly at Hal and the ignoble company he keeps.

"I know thee not, old man: fall to thy prayers;

How ill white hairs become a fool and jester!
I have long dream'd of such a kind of man,
So surfeit-swell'd, so old and so profane;
But, being awaked, I do despise my dream."

Henry IV, Part 2, Act 5, Scene 5

The narrator explains that all of Henry IV's rebellious enemies had been killed by 1408, but that Henry's health has begun to deteriorate. At the castle, Henry becomes upset when told that Hal is once again spending time with Falstaff, and collapses. Hal visits the castle and discovers that Henry is sicker than he had realized. Hal vows to Henry to be a good and noble king. Henry finally has faith in Hal and advises him on how to be a king. Henry dies and Hal tells his men that he is now King Henry V.

Falstaff, Shallow and Silence sit in front of a warm fire, continuing from the first scene of the film. They receive news of Henry IV's death and that Hal's coronation will be held that morning. Falstaff becomes ecstatic and goes directly to the castle, thinking that he will become a great and powerful nobleman under King Henry V. At the coronation, Falstaff cannot contain his excitement and interrupts the entire ceremony, announcing himself to Hal. Hal turns his back on Falstaff and proclaims that he is now finished with his former lifestyle. As Falstaff looks up at Hal with a mixture of pride and despair, the new king banishes Falstaff. The coronation continues into the castle as Falstaff walks away, stating that he will be sent for that evening. That night, Falstaff dies at the Boar's Head Tavern, and his friends mourn him, saying that he died of a broken heart. The narrator explains that Hal went on to become a good and noble king.

  • Orson Welles as Sir John Falstaff, a knight and father-figure to Prince Hal
  • Keith Baxter as Prince Hal, the Prince of Wales and the heir to the throne of England
  • John Gielgud as King Henry IV, the King of England
  • Margaret Rutherford as Mistress Quickly, hostess of the Boar's Head Tavern
  • Jeanne Moreau as Doll Tearsheet, a prostitute
  • Alan Webb as Justice Shallow, a country justice and old friend of Falstaff
  • Walter Chiari as Justice Silence, a country justice
  • Michael Aldridge as Pistol, a friend of Falstaff
  • Tony Beckley as Ned Poins, a friend of Falstaff and Hal
  • Patrick Bedford as Bardolph, a friend of Falstaff and Hal
  • José Nieto as Earl of Northumberland, an Earl in rebellion against the King, and cousin of Edmund Mortimer
  • Fernando Rey as Earl of Worcester, Northumberland's brother, and cousin of Edmund Mortimer
  • Norman Rodway as Henry Percy, called Hotspur, Northumberland's son, and second cousin of Edmund Mortimer
  • Marina Vlady as Kate Percy, Hotspur's wife
  • Andrew Faulds as Earl of Westmorland, an Earl loyal to the King
  • Jeremy Rowe as Prince John, Henry IV's second son
  • Beatrice Welles as Falstaff's Page, a servant (Also played by Bruno Yasoni after Beatrice could not finish filming)
  • Charles Farrell
  • Fernando Hilbeck
  • Andrés Mejuto
  • Julio Peña
  • Keith Pyott
  • Ralph Richardson as The Narrator (voice)
  • Ingrid Pitt as Courtesan (uncredited)

Welles' inspiration for Chimes at Midnight began in 1930 when he was a student at the Todd School for Boys in Woodstock, Illinois. Welles tried to stage a three-and-a-half-hour combination of several of Shakespeare's historical plays called The Winter of Our Discontent in which he played Richard III. School officials forced him to make cuts to the production. Chimes at Midnight originated in 1939 as a stage play called Five Kings, which Welles wrote and partially staged. It was an ambitious adaptation of several Shakespeare plays that chronicled the stories of Richard II, Henry IV, Henry V, Henry VI and Richard III. Its sources were Richard II, Henry IV, Part 1, Henry IV, Part 2, Henry V, The Merry Wives of Windsor, Henry VI, Part 1, Henry VI, Part 2, Henry VI, Part 3 and Richard III—sometimes collectively called the "War of the Roses cycle". The grouping of Henry IV, Part 1, Henry IV, Part 2 and Henry V are often referred to as the Henriad.

Five Kings (1939)

Five Kings was announced as part of the newly revived Mercury Theatre's second season in 1938. John Houseman had secured a partnership with the prestigious Theatre Guild to produce the play for US$40,000, with an initial tour of Baltimore, Boston, Washington D.C. and Philadelphia before debuting on Broadway. Welles' intended to stage only the first part of the play—which was primarily taken from Henry IV Parts 1 and 2 and Henry V—during the tour while simultaneously rehearsing Part Two and finally debuting the full production on Broadway. Houseman stated that the play's aim was "to combine the immediate quality of the Elizabethan with all the devices and techniques possible in the modern theatre." The cast included Welles as Falstaff, Burgess Meredith as Prince Hal, John Emery as Hotspur, Morris Ankrum as Henry IV and Robert Speaight as the Narrator. The play's music was composed by Aaron Copland. Welles commissioned an elaborate revolving set to be built, but it was not completed during the five weeks allotted to rehearsals.

Welles avoided attending the rehearsals or finishing the play's final script and instead often went out drinking and socializing with co-star Meredith, with the result that only specific scenes or fragments of the play were ever rehearsed.Chimes At Midnight

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