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With: Orson Welles, Keith Baxter, Jeanne Moreau, Margaret Rutherford, John Gielgud, Ralph Richardson (voice), Fernando Rey
Written by: Orson Welles, adapted from several plays by William Shakespeare
Directed by: Orson Welles
MPAA Rating: Not Rated
Running Time: 119
Date: 12/22/1965

Chimes at Midnight (1966)

4 Stars (out of 4)

Flesh and Frailty

By Jeffrey M. Anderson

Twenty-five years after Citizen Kane, Orson Welles turned out a different kind of masterpiece. It was his own favorite of his movies, and it may be mine, too. Clearly a low-budget film, it sparkles and amazes. It still has the maverick spirit that Citizen Kane had, but this time Hollywood was not involved. Too bad, though, because the film really could have been a classic if it had a little more money for the professional soundtrack that Welles was capable of.

In Chimes at Midnight (a.k.a. Falstaff), Welles plays Falstaff, one of William Shakespeare's most interesting and enduring characters. Welles called him "perhaps the only purely good character Shakespeare ever wrote." Falstaff appeared in five different plays; with young Prince Hal in Henry IV Parts 1 and 2, and Richard II, as well as in Henry V and The Merry Wives of Windsor. Welles very cleverly interwove scenes from these five plays to create the complete story of Falstaff. It may be Welles' greatest in a career of many great performances. Even with the limited budget, Welles managed to cast Sir John Gielgud as Henry IV, Jeanne Moreau as Doll Tearsheet, and Sir Ralph Richardson as the narrator.

Seeing Falstaff at the center of the story for the first time, we can see what a gentle, pathetic, boastful, and good-hearted man he was. When Henry betrays him at the end; "I know thee not old man", it's all the more powerful. (For a comparison, see Kenneth Branagh's great Henry V (1989) for the same scene. Without the context, it's doesn't work as well.)

All the scenes in Chimes at Midnight are mythically beautiful; each could be framed, but the dialogue scenes are marred slightly by badly recorded and badly dubbed sound. The exterior scenes and the battles, are spectacular, and deserve a place in history next to Akira Kurosawa's Seven Samurai and other such perfect movie battle scenes. (According to Psychotronic Video magazine, Welles' second unit director, the Spanish gore/porno filmmaker Jesus Franco, shot these scenes. It's difficult to tell; there's nothing nearly as powerful as these scenes in neither Welles' repertoire, nor in Franco's.)

It may seem strange to issue my highest recommendation for a film that does not have perfect sound. Indeed, Shakespeare enthusiasts might balk at the idea of having the beloved dialogue so mutilated, but my advice is: read the plays so that you're familiar with the dialogue, then see this film. (And turn on the optional subtitles.) It may be the finest example of Shakespeare on film, and certainly one of the greatest films ever made.

In 2016, a restored print of the film made the rounds of arthouses -- I saw it at the Castro Theater in San Francisco -- followed by a Criterion Blu-ray and DVD release. This is the first official release in the United States, though it was previously available for die-hards on bootleg tapes and imported DVDs. I did not receive a screener to preview, but it comes with a new high-definition digital restoration, with uncompressed monaural soundtrack on the Blu-ray, an audio commentary featuring film scholar James Naremore, and new interviews with actor Keith Baxter, Welles's daughter Beatrice Welles, actor and Welles biographer Simon Callow, and film historian Joseph McBride. There's an interview with Welles from 1965, a trailer, and a liner notes essay by film scholar Michael Anderegg.

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