Chimes at Midnight: Orson Welles is Falstaff

Orson Welles as Falstaff in Chimes at Midnight
Orson Welles as Falstaff in Chimes at Midnight

Chimes at Midnight, the 1966 film directed by and starring Orson Welles, constructs a rich, complex, and moving portrait of the larger-than-life Sir John Falstaff, who appears in three of Shakespeare’s plays and is among the best-known characters in all of literature.

Embraced by audiences at the very beginning of his theatrical life (Queen Elizabeth, so the story goes, was so taken with him that she asked Shakespeare to write a play, which became The Merry Wives of Windsor, showing Falstaff in love), the orotund knight lives on, having taken on many new identities over the years in opera, film, and television adaptations, together with an almost constant presence on Shakespearean stages the world over.

Chimes at Midnight is a particularly notable version of the Falstaff saga. Welles, of course, was himself larger than life, and it was often said — partly based on his ballooning appearance in his later years —that he was born to play Falstaff. Certainly, he was attracted to the role from an early age. At boarding school, the 14-year-old Welles planned to act as both Falstaff and Richard III in his own adaptation of all of Shakespeare’s “War of the Roses” plays, though in the end he only played Richard. A decade later, he adapted, directed, and took the role of Falstaff in an unsuccessful production of the same history plays under the title Five Kings. Another 20 years on, he played Falstaff in Ireland, once again in his own adaptation — a rehearsal of sorts for the 1966 film.

In constructing a script for Chimes at Midnight, Welles drew primarily on Henry IV, Parts I and II, adding passages or just a few lines from Richard II, Henry V, and The Merry Wives of Windsor. He rearranged and compressed his source material to give Shakespeare’s story of a prince’s coming of age a single plot line and a new emphasis. Underplaying Shakespeare’s historical themes, Welles focuses on the Hal-Falstaff relationship, one tempered throughout by a mutual awareness that the prince will finally reject his false “father” in favor of his real father, the king. Camerawork and editing combine to express Hal’s conflicted attitude toward his father’s court and Falstaff’s tavern world, two spaces that, somewhat incongruously, appear to be next to each other. When, early in the film, Hal makes clear to Falstaff that he will cast him off in the end (in Shakespeare, this is a soliloquy), we see the castle behind him in the near distance, sharing the reverse shot of Falstaff outside a London tavern.

Welles’s star performance as Falstaff is one of his finest, tempering an unfettered exuberance with touching vulnerability, his facial expressions and the modulations of his voice projecting a cunning watchfulness at one moment and an openness to life’s possibilities the next.

In a partly self-referential gesture—he was always struggling with his weight—Welles goes out of his way throughout the film to emphasize Falstaff’s sheer mass, his huge figure often dominating the frame. Initially seen, in the brief precredit sequence, as a small figure in the depth of the landscape, Falstaff, in a series of shots, comes closer and closer to the camera until his head alone fills over two-thirds of the image, leaving what remains to his companion, Justice Shallow. In the play-within-the play scene where he takes on the role of the king, it takes two men and a boy to lift Falstaff onto his pretend throne. Before the battle of Shrewsbury, in a comic riff on a rousing moment in Laurence Olivier’s Henry V, Falstaff’s followers valiantly attempt to raise him to his saddle with block and tackle, only to drop his armor-encased body to the ground. Stairways and corridors at The Boar’s Head tavern are constructed and framed by Welles’s camera in such a way as to seem too narrow for his passage.

Falstaff’s girth is a running joke in Shakespeare, but Welles goes out of his way to elaborate on the theme; he seems intent on suggesting the extent to which Falstaff’s world is physical, corporeal, of the flesh, his relationships expressed in predominantly tactile ways, his rotund figure giving others, especially Hal and Doll Tearsheet, something to grasp, to hold on to, or—in Doll’s case—to climb on.

Orson Welles as Falstaff in Chimes at Midnight
Orson Welles as Falstaff in Chimes at Midnight

Complementing Welles’s performance as Falstaff, John Gielgud’s King Henry and Keith Baxter’s Hal are each delineated with great sensitivity: Gielgud simultaneously forceful and majestic but deeply wounded by his son’s behavior, Baxter clearly fond of Falstaff but keeping an ironic eye on the main chance. In smaller but key roles, Margaret Rutherford drolly gives us the essence of Mistress Quickly, and Norman Rodway provides humor as well as fatuousness to the character of Hotspur. To these performances one should add Alan Webb’s Justice Shallow, Jeanne Moreau’s Doll Tearsheet, and Ralph Richardson’s finely pitched narration. In casting Gielgud and Richardson (who had himself played a notably “wise and intelligent” Falstaff at the Old Vic in 1945), Welles pays homage to the great British tradition of Shakespearean acting.

More than a setting for excellent performances, however, Chimes at Midnight exemplifies Welles’s filmmaking practice, wedding a “long take,” moving camera style to —in the remarkable battle of Shrewsbury sequence especially — dynamic and complex editing patterns, both approaches well served by Edmond Richard’s rich and expressive black and white cinematography. The mise en scene—the sets, costumes, and landscape—captures, on Spanish locations, the essence of a medieval world in a manner only matched by Ingmar Bergman in The Seventh Seal and Virgin Spring. The result is a film that, while epic in scope, is at the same time intimate and lyrical in mood and tone, an imaginative, compelling interpretation of Shakespeare that is a thrilling example of cinematic art.


  • I’ve wanted to see this film for a while; your wonderful assessment convinced me that I must. If my memory serves, I think Falstaff appeared in 4 plays, a very minor role in 2 Henry VI?

  • What a wonderful, nuanced appreciation of Welles’ almost-limitless imagination and technical skills. We’re so fortunate to have had him take on the plays that he did and compress them into a marvelous amalgam called “Chimes at Midnight.” His directorial and acting and costume choices were indeed, brilliant, and among the most memorable of filmed Shakespeare plays. Thank you, professor. Hope your book on filmed Shakespeare is still available. We’re off to Ashland this month, and looking forward to enjoying the Rep Company’s performances.

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