Forget for a moment that “Chimes at Midnight” is based on the works of William Shakespeare, widely considered one of the greatest writers in the English language.
Forget that it was directed by Orson Welles, widely considered one of the greatest directors in American cinema.
Forget that it boasts an all-star cast includes Welles himself, John Gielgud, Keith Baxter, Margaret Rutherford and Jeanne Moreau.
I urge you to forget these facts because, while they help explain the greatness of “Chimes at Midnight,” they also distract from it. We tend to be intimidated by Shakespeare and legendary thespians. Mark Twain once said, “A classic is something that everybody wants to have read and nobody wants to read.” That quote can be only slightly modified and accurately apply to “Chimes at Midnight”: “A classic movie is something everybody wants to have seen but nobody wants to watch.”
Yet you should want to watch “Chimes at Midnight,” even if you find Shakespeare to be inaccessible and boring, or have never heard of Welles and Gielgud, or have no interest in the history of medieval England and mid-20th century cinema. The 1965 epic is simply a great movie, and I can’t think of a single person to whom I would not recommend it.
Based primarily on portions of text from five of Shakespeare’s plays — “Henry IV, Part 1,” “Henry IV, Part 2,” “Henry V,” “Richard II” and “The Merry Wives of Windsor” — it tells the story of Sir John Falstaff (Welles), an amoral rogue whose lust for life causes him to indulge in food, alcohol, gambling, sex and other earthly pleasures until he becomes a “huge hill of flesh.” Falstaff is a liar, a thief, a charlatan and a coward… but he is also charismatic, kind, warm-hearted and a genuine joy to have as a friend. As a result, he has a close bond with Prince Hal (Baxter), who sees Falstaff not just as his best friend but as a father figure that his cold and disapproving biological dad, King Henry IV (Gielgud), can never be.
Much has been written about the similarities between Falstaff and the real-life Welles, who was also a glutton, a drunk, perpetually in debt and constantly indulging in life’s sensual pleasures. Like Prince Hal, Welles also turned his back on one father figure so he could defer to others who would be able to advance his career (although in Welles’ case it was his birth father that was the “bad influence”). Certainly this background knowledge enhances one’s understanding of Welles’ passion for the project, yet none of it is necessary when it comes to enjoying “Chimes at Midnight” as either a work of high art or entertainment. The film is a masterpiece for three reasons:
- It is a poignant story about friendship. Welles and Baxter have remarkable chemistry, making it easy for us to believe that this prince — despite admitting to Falstaff that he will never be worthy of the throne if he associates with a man who has so many vices, and will thus confesses one day have to betray him — has deep and genuine affection for his social inferior. Whether they play pranks on each other, tell jokes or go off on chivalric adventures, their bond feels so authentic that we are left wishing to see more of their adventures. A series of comedies could have been made focuses solely on Hal and Falstaff; this is evident because, when Welles and Baxter are on screen together, they are funny and endearing. You want their comradery to last, for the jolly scoundrel and youthful royal to never stop having their fun. Yet Falstaff and Hal are the platonic version of the titular lovers from Shakespeare’s famous romantic tragedy, “Romeo and Juliet.” The brief joy of their time together is made tragic because they are destined to be brutally torn apart.
- The film’s depiction of the Battle of Shrewsbury is, quite simply, masterful. Many action scenes filmed before the rise of modern special effects do not age well, but Welles captures the thrill and horror of medieval warfare perfectly. The combat scenes in “Chimes at Midnight” earn their place next to those of more recent works of popular art like the 1995 film “Braveheart” and the 2011-2019 TV series “Game of Thrones.”
- The final scene in this movie is pitch perfect. As I mentioned before, after he ascends to the throne, Prince Hal becomes King Henry V and promptly ends his friendship with Falstaff, even banishing him from the realm. It is not a spoiler to say this; Prince Hal tells Falstaff of his plan several times, and the whole plot builds up to this moment as an inevitability. Yet when Falstaff approaches the newly-anointed King Henry V he is so overcome with pride and joy that he still believes he will receive great rewards. When he is spurned, Welles’ performance is a masterclass of subtlety. We see him beam with pride that the young man he loves has become a great king; we see his eyes well up with tears of anguish as he realizes that his friend and would-be son has rejected him; and we see him enter a half-hearted denial about the reality of his situation. He does all of these things with few words, using his facial expressions and body language to convey thoughts and feelings with as much eloquence as Shakespeare could have ever evoked with his pen and parchment.
These are the reasons that I love “Chimes at Midnight.” Welles later told interviewers that he viewed Falstaff as a tragic figure, a man who only wanted to enjoy life and was betrayed by those he loves for it. That philosophy — an innocent, beautiful philosophy — is the beating heart which pumps this movie full of its vitality. Welles may be best known for his 1941 film “Citizen Kane,” but as far as I’m concerned, “Chimes at Midnight” is his magnum opus.