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Chimes at Midnight
Falstaff-1967-Poster.jpg
U.S. theatrical release poster
Directed by Orson Welles
Produced by
Screenplay by Orson Welles
Narrated by Ralph Richardson
Starring
Music by Angelo Francesco Lavagnino
Cinematography Edmond Richard
Editing by Frederick Muller
Studio
  • Internacional Films Española
  • Alpine Productions
Distributed by Peppercorn-Wormser Film Enterprises (United States)
Release date(s) May 8, 1966 (1966-05-08) (Cannes Film Festival)
November 17, 1966 (1966-11-17) (Switzerland)
Running time 119 minutes
Country
  • Spain
  • Switzerland
Language English
Budget $800,000
Money made 516,762 admissions (France)

Falstaff (Chimes at Midnight) (Spanish: Campanadas a medianoche) is a 1966 period comedy-drama film directed by and starring Orson Welles. The Spanish–Swiss co-production was released in the United States as Chimes at Midnight and in most of Europe as Falstaff. 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, and Falstaff.

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, Henry V, and 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 was 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 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.

Plot

Sir John Falstaff and Justice Shallow walk through the snow, then to a warm fire inside Justice Shallow's home in Gloucestershire, as the two reminisce. 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 (the Percys) Northumberland, Worcester, and Northumberland's son Hotspur demand that Henry rescue Mortimer. The king refuses, and thus Mortimer's cousins, the Percys, begin to plot Henry's overthrow. To wit, Northumberland, his son Henry Percy (called "Hotspur") and Worcester.

To Henry's great dissatisfaction, his son Prince Hal spends most of his time at the Boar's Head Tavern, under 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.

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. Hal went on to become a good and noble king.

Cast

  • 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
  • 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
  • Charles Farrell as Bardolph, a friend of Falstaff and Hal
  • Patrick Bedford as Nym, a friend of Falstaff and Hal
  • José Nieto as Earl of Northumberland, an Earl in rebellion against the King, and cousin of Edmund Mortimer
  • Keith Pyott as the Lord Chief Justice
  • 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)
  • Fernando Hilbeck
  • Andrés Mejuto
  • Julio Peña
  • Ralph Richardson as The Narrator (voice)

Original stage productions

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 socializing with co-star Meredith, with the result that only specific scenes or fragments of the play were ever rehearsed. The Baltimore performance was eventually dropped and at the first dress rehearsal in Boston, it was discovered that the play was over five and a half hours long and contained 46 scenes. Welles cut 14 scenes and shortened others, which caused the built-in timer for the revolving set to move out of synchronization. Five Kings, Part 1 premiered at the Colonial Theatre in Boston on February 27, 1939, and was a disaster. Critics were either scathing or apologetic, and only the play's battle scenes received praise. By the end of the Boston run, the Theatre Guild was on the verge of dropping the production, and canceled the D.C. engagement. Welles then edited the show to three and a half hours. The play closed after only a few performances in Philadelphia, and the Theatre Guild terminated its contract with the Mercury Theater. Photographs of the play's rehearsals show similarities to Chimes at Midnight, including the Boar's Head Tavern set and the character blocking of the "chimes at midnight" scene with Falstaff, Shallow and Silence.

Chimes at Midnight (1960)

Welles returned to the project in 1960, with performances in Belfast and Dublin. This version, now retitled Chimes at Midnight, was produced by Welles' old friend Hilton Edwards through his Dublin-based company Gate Theatre. The cast included Welles as Falstaff, Keith Baxter as Prince Hal, Hilton Edwards as the Narrator, Reginald Jarman as Henry IV and Alexis Kanner as Hotspur. At one point, Welles and Edwards wanted Micheál Mac Liammóir to replace Jarman as Henry IV, but Mac Liammóir would only accept the role of Prince Hal. Hilton Edwards was officially credited as director, but Welles is usually acknowledged as the actual director and was often the director throughout rehearsals. Welles' alleged biological son Michael Lindsay-Hogg also worked on the play as an actor and as Edwards's personal assistant. Welles' opinion of Falstaff had intensified since first playing the part, and his new version of the play focused more upon the relationship between Falstaff and Prince Hal than on the historical story of Hal's defeat of Hotspur. Most of the scenes from Henry V used in the first version before were removed. Welles intended to perform the play in Belfast, Dublin and London before filming it in Yugoslavia.

Rehearsals for the play began in Russell Square, London, with a read-through. After a week of rehearsing, Welles left to secure further funding and Edwards directed the play, working on blocking and lighting. Welles returned a week before the premiere without having learned a line. The cast had their technical rehearsal the night before opening. which lasted until 8 a.m. the next morning. They never had a dress rehearsal or even a run-through and had never seen Welles without the book or in costume. After premiering at the Grand Opera House in Belfast on February 13, 1960, and receiving a good review from a Variety correspondent, it moved to the Gaiety Theatre in Dublin. For two nights Orson did a one-man show, starting with readings of J.M Synge, Riders to the Sea, Moby Dick and the works of Isak Dinesen. The 2nd half was a TV show with questions from the audience. Afterwards it was revealed that the TV cameras were fake, just to attract an audience. Welles continued to adjust the play throughout its short production, and at one point moved Mistress Quickly's speech about Falstaff's death to the very beginning of the play. Welles finally abandoned the entire project in late March 1960, when his friend Laurence Olivier offered him the chance to direct him in Eugène Ionesco's play Rhinoceros on London's West End. According to Keith Baxter, Welles ended the play's run because he was bored with it, and at one point told Baxter "This is only a rehearsal for the movie, Keith, and I'll never make it unless you play Hal in that too." Five years later, Baxter and Welles' youngest daughter, Beatrice Welles, who played Falstaff's page, were the only cast members from the play to appear in the film. Chimes at Midnight was Welles' final performance in a theatrical play.

Production

Preproduction

Orson Welles in Spain while shooting Chimes at Midnight, 1964
Orson Welles in Spain while shooting Chimes at Midnight c. 1964

In 1964, Welles met and befriended Spanish film producer Emiliano Piedra, who wanted to work with him. Piedra did not think a Shakespearean film was marketable enough and proposed that Welles make a version of Treasure Island. Welles agreed to this on condition that he simultaneously could make Chimes at Midnight, and Piedra agreed not knowing that Welles had no intention of making Treasure Island. Although some B-roll footage of the Alicante departing from port was shot early in the production, no scenes from Treasure Island were ever shot or even scripted. Welles got away with this trick throughout preproduction by building sets that could be used in both films, such as Mistress Quickly's Boar's Head Tavern, which would double as the Admiral Benbow Inn. Welles also cast each actor in both films, casting himself as Long John Silver, Baxter as Dr. Livesey, Beckley as Israel Hands and Gielgud as Squire Trelawney. Ironically, Welles would eventually play Long John Silver in the unrelated 1972 film version of Treasure Island.

Welles said that the Boar's Head Tavern was the only full set built for the film, and the other sets were simply dressed or decorated on location. Welles stated that he designed, painted and blow-torched the set, and designed all of the film's costumes. Early in pre-production Welles was approached by Anthony Perkins to play Prince Hal, but Welles had already promised the role to Keith Baxter. Hilton Edwards was initially cast as Justice Silence, but was replaced after he became ill. The title Chimes at Midnight derives from Henry IV, Part 2, where in response to Justice Shallow's reminiscing of their long-past school days, Falstaff states: "We have heard the chimes at midnight, Master Shallow". Welles scholar Bridget Gellert Lyons said that the film's title, "which is given further resonance by the repeated intoning of bells throughout the film, is associated for the audience with sadness and mortality more than youthful carousal."

Filming

Orson-Welles-Falstaff
Orson Welles in Chimes at Midnight

The film was shot in Spain from September 1964 until April 1965, with a break in filming from late December until late February. Welles' limitations on the film included a budget of $800,000 and actors Jeanne Moreau and John Gielgud being available for five and ten days respectively, while Margaret Rutherford was available for only four weeks. Welles later joked that during one scene that included seven principal characters, none of the actors was available and stand-ins were used for over-the-shoulder shots of all seven characters. Filming began in Colmenar and included all of John Gielgud's scenes. Welles then traveled to Cardona, where the Royal Court scenes and Marina Vlady's scenes were shot, and to Madrid's Casa de Campo Park, where the Gadshill robbery scene was filmed. Madrid was also the location of the Boar's Head Tavern set, where Welles shot Moreau's and Rutherford's scenes. The production then traveled to Pedraza for some outdoor street scenes, and then to Soria to shoot in the snow for the opening shots. After shooting some scenes with Justice Shallow and Justice Silence in the Basque country, Welles returned to Madrid in December to film the battle scenes in Casa de Campo Park for ten days.

The exploitation filmmaker Jesús "Jess" Franco worked as an assistant director for the film. He is not listed in the credits because he and Orson Welles had a falling out.

By late December, Welles had run out of money and the film was put on hold while he searched for additional funding. However, some small scenes were shot during the break. Welles later said that he had rejected offers for funding that were conditional upon filming in color. Welles eventually secured funding from Harry Saltzman and production officially resumed in late February with most of Keith Baxter's longer speeches and the Coronation scene in Madrid. Between March and April, Welles finished the film with filler shots, close-ups, the final rejection scene and most of Falstaff's speeches. According to Keith Baxter, Welles had stage fright and delayed all of his scenes until the very end of filming, except for scenes that included other actors. Other filming locations included the Chateau Calatañazor, Puerta de San Vincente, the Soria Cathedral and the city of Ávila. Welles was harsh with his crew members. A scene depicting the assassination of King Richard II, originally intended to open the film, was cut.

Post-production

Keith Baxter said that the film's soundtrack was post-dubbed months after filming was completed, and that actors Fernando Rey and Marina Vlady were dubbed by different actors because of their heavy accents. Baxter also stated that he, Welles and Michael Aldridge recorded voices for several characters in post-production. Mistress Quickly's speech after Falstaff's death, which was disrupted by the audible hum of a power generator, used the original version of the soundtrack because Welles liked Margaret Rutherford's performance enough to keep it. The score was composed by Angelo Francesco Lavagnino, who had worked with Welles on Othello; it is notable for its prominent use of actual medieval monophonic dance tunes (and some later “early music,” such as several of Antony Holborne's Elizabethan consort pieces) at a time when this was anything but common. The score was recorded in an Italian studio, which paid Lavagnino for his work on the film in exchange for the rights to the music, and later released a soundtrack album in Italy and the UK. During the editing, Welles showed a rough cut to the visiting head of the Cannes Film Festival, who immediately wanted to include the film in the festival, and Welles had to finish the editing more quickly than he preferred.

Style

Cinematography

Welles had originally wanted the entire film to use high-contrast cinematography, resembling engravings of the Middle Ages; only the opening title sequence uses this technique. The film's most famous sequence is the Battle of Shrewsbury; only about 180 extras were available and Welles used editing techniques to give the appearance of armies of thousands. Welles filmed all of the battle scenes in long takes, but cut the shots into fragments to create the effect that he wanted. It took ten days to shoot the scenes and six weeks to edit what became a six-minute sequence. In filming the sequence, Welles often used hand-held cameras, wide-angle lenses, slow motion and speed up shots, static shots, swish pans and constant rapid movement of the characters to create a kinetic and chaotic atmosphere. Anderegg has said that "in the end, both armies have become one huge, awkward, disintegrating war machine, a grotesque robot whose power source slowly begins to fail and finally comes to a frozen halt."

The Battle of Shrewsbury sequence has often been called an anti-war statement by film critics and likened to contemporary films like Dr. Strangelove and Culloden. Shakespearean scholar Daniel Seltzer said that "the social consciousness of the movie is as alert as Shakespeare's, and thematically pertinent in Shakespearean terms too ... the footage of the Battle of Shrewsbury itself must be some of the finest, truest, ugliest scenes of warfare ever shot and edited for a movie." Tony Howard wrote that Welles used Shakespeare's historical plays "to denounce modern political hypocrisy and militarism."

Sound

Due to budgetary constraints, both the on-set and post-production sound was poorly recorded. Anderegg wrote that this, in combination with Welles' fast-paced camera movements and editing, makes the Shakespearean dialogue more difficult to understand. Many scenes are shot in long takes or with character's backs facing the camera, most likely for practical purposes when actors were not present, creating more sound problems. "In effect," Anderegg writes, "Welles generates a constant tension between what we see and what we hear, a tension that points to the ambiguous status of language in its relation to action." During the Battle of Shrewsbury sequence, Welles used a complex and layered soundtrack that included the sounds of swords and armor clanking, soldiers grunting and screaming, bones breaking, boots in the mud and the film's musical score to add to the chaos of the scene.

Welles and Falstaff

Welles' views on Sir John Falstaff

Grützner Falstaff mit Kanne
Eduard von Grützner's Falstaff with big wine jar and cup shows the traditional jolly and comical depiction of Falstaff that Welles rejected.

Welles considered Falstaff to be "Shakespeare's greatest creation" and said that the role was "the most difficult part I ever played in my life." Keith Baxter believed that making the film was Welles' life's ambition. Before the 1939 Boston premiere of Five Kings, Welles told journalists "I will play him as a tragic figure. I hope, of course, he will be funny to the audience, just as he was funny to those around him. But his humor and wit were aroused merely by the fact that he wanted to please the prince. Falstaff, however, had the potential of greatness in him." Reviews for the 1939 play mention Welles' choice to downplay the traditional comedic elements of Falstaff in his performance. This reverence for the character increased over the years and by the time Welles made Chimes at Midnight, his focus was entirely on the relationships between Falstaff, Hal and Henry IV. He believed that the core of the story was "the betrayal of friendship." Welles called Hal's rejection of Falstaff "one of the greatest scenes ever written, so the movie is really a preparation for it. Everything prepares for it." Throughout the film, Hal repeatedly turns his back on Falstaff, foreshadowing the film's ending.

The film was not intended as a lament for Falstaff, but for the death of Merrie England. Merrie England as a conception, a myth which has been very real to the English-speaking world, and is to some extent expressed in other countries of the Medieval epoch: the age of chivalry, of simplicity, of Maytime and all that. It is more than Falstaff who is dying. It's the old England dying and betrayed. ~Orson Welles

Many film theorists and Welles biographers have written about the recurrent theme of the "Lost Eden" in Welles' work and of characters who are nostalgic for an idealized past, which Welles called "the central theme in Western culture." Welles told Peter Bogdanovich that "even if the good old days never existed, the fact that we can conceive of such a world is, in fact, an affirmation of the human spirit." Film scholar Beverle Houston argued that this nostalgia made Welles' depiction of Falstaff infantile and called his performance a "[p]ower baby ... an eating, sucking, foetus-like creature." Welles also called Falstaff "the greatest conception of a good man, the most completely good man, in all of drama", and said that "the closer I thought I was getting to Falstaff the less funny he seemed to me. When I played him before in the theater, he seemed more witty than comical. And in bringing him to the screen, I found him only occasionally, and only deliberately, a clown."

Welles' personal connections to Sir John Falstaff

Keith Baxter compared Welles to Falstaff, since they were both perpetually short of money, often lied and cheated people to get what they needed and were always merry and fun loving. Film scholar Jack Jorgens also compared Welles to Falstaff, stating that "to a man who directed and starred in a masterpiece and has since staggered through three decades of underfinanced, hurried, flawed films, scores of bit parts, narrations, and interviews which debased his talent, dozens of projects which died for want of persistence and financing, the story of a fat, aging jester exiled from his audience and no longer able to triumph over impossible obstacles with wit and torrential imagination might well seem tragic." When Joss Ackland played Falstaff on the stage in 1982, he said that he was more inspired by Welles than by Welles' performance as Falstaff, stating that "like Falstaff, I believe he could have achieved so much, but it was frittered away." Kenneth S. Rothwell has called Hal's rejection of Falstaff allegorical to Hollywood's rejection of Welles. Welles had become deeply depressed in the late 1950s after the disappointment of making Touch of Evil, his intended Hollywood come-back.

See also

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