Chimes at Midnight

The Final Masterpiece of Orson Welles Can Be Seen Again

Chimes at Midnight Poster

Poster accompanying 1967 release of Chimes at Midnight. As usual, US distribution policies worked at cross-purposes with Welles’s vision for his work.

It is likely that if you, like me, did not see Chimes at Midnight, Orson Welles’s tribute to Jack Falstaff, one of Shakespeare’s great comic-tragic characters, when it was released in the United States in March 1967, you would not have ever seen it in a cinema, since it has been tied up in litigation between its Spanish producers and the Welles estate ever since. Fortunately the film has been re-released and is showing until January 12 at Manhattan’s Film Forum, and thereafter will make its way through art houses around the country.

[Update 1/12/16: The New York Film Forum has announced that the film will be held over for another week. There will be five showings daily through January 19.]

In 1967 I would not have been prepared to appreciate the film, even if I had lived in a place where the film was shown. Since then having seen all of the rest of Welles’ output, I can now put it in perspective. By the time Welles made Chimes at Midnight, he had made at least five or six of the very few films that belong among the classics of world cinema: Citizen Kane (1941), The Magnificent Ambersons (1942), The Lady from Shanghai (1947), Othello (1948), Touch of Evil  (1958) and The Trial (1962). Of these films, only three escaped the ravages of the Hollywood. Kane was a fluke. RKO Pictures so lusted after the head of New York’s Mercury Theatre, that they caved to the demands of Welles when he demurred. Because Welles sought artistic control rather than more money, RKO agreed and allowed Welles to make a masterpiece. When it was finished RKO realized that William Randolph Hearst would use his might to squelch the film and maybe the studio itself, and RKO cowered before might of the Hearst newspaper chain and limited Kane‘s distribution. Studios would not make the mistake of giving directors artistic freedom again, and The Magnificent Andersonand Touch of Evil were mutilated, one to make a point, the second out of sheer vulgarity. The other two of Welles’s masterpieces, Othello and The Trial, avoided the problem by avoiding the studio system altogether, although Othello suffered from such lack of ready money that it took years to complete, requiring Welles to employ imaginative shots to cover for actors who missed the one or more of infrequent shootings.

Chimes Publicity Shot

“As fat as butter” (Carrier describing Falstaff, Henry IV, Part One, II:iv:496). Welles in publicity still. (Peppercorn-Wormser Film Enterprises: Photo: Mary Evans/Alpine Films.)

Welles was able to obtain Spanish financing for Chimes at Midnight, if Bob Mandello has it right, by use of deception. He lied to the Spanish producers promising that he would develop a version of Robert Louis Stevenson’s Treasure Island. He had no intention to do so and instead filmed Shakespeare’s version of the origin of the Lancaster House, by focusing on Falstaff. Filmed mostly in castles in Spain, Welles operated with an economy that even the most impoverished of independents today would find chafing. It is a tribute to the esteem in which Welles was held by actors that he was able to assemble an international cast of stars: Sir  John Gielgud played Henry IV, Keith Baxter was used to play Hal (later Henry V) as he did in Welles’ 1960 stage version of the Chronicle plays, Jeanne Moreau acted the part of Doll Tearsheet, Margaret Rutherford played the matronly keeper of the bawdy inn Mistress Quickly and Fernando Rey, not long after his role in Viridiana, played the cool conspirator Earl of Worcester, head of the Percy rebellion against Henry. Repertory actors Alan Webb played Shallow, Norman Rodway was Hotspur, Tony Beckley played Ned Poins and Michael Aldridge played Pistol. Welles had his daughter Beatrice play his page.

The Days We Have Seen

Shallow: “Jesus, the days that we have seen.” … Falstaff: “We have heard the chimes at midnight, Master Shallow.” (Henry IV, Part II, III.ii. 214 & 209-10.) Welles and Alan Webb.

Much of the actors’ attraction to Welles must have arisen from his close attention to the craft of acting and his respect for actors themselves. Janet Leigh once expressed her surprise on finding out that the first two weeks of work on Touch of Evil would be spent on rehearsal, with no shooting, an approach rare enough. But Welles also solicited the opinions of the actors, which created the feeling, according to Leigh, that the entire ensemble was engaged in creation. Much of this was the result of having headed up a successful theatre company of talented players. When he came to the movies, his films would help express the actions, feelings, prospects and limitations of the characters; the viewpoint of the camera would be an extension of set design. Directors who started with film tended to see actors as simply another prop, albeit moving ones, for the spectacle to be exhibited was “moving pictures.” Since cinema began without sound, theater experience for either actor or director was something beside the point. Early movies, say those of D.W. Griffith for example, emphasized crowds and massed movement. When people were alone or encountered another, the acting was filled with histrionics. When “talkies” became established, directors still treated actors as part of the scenery. Soon framed close-ups with cuts between speakers became the standard way of showing conversation.

Tim Holt

Wide shot in The Magnificent Ambersons: Young George Miniver (Tim Holt) learns to become the center of the universe. Major Amberson (Richard Bennett) listens as George’s parents (Dolores Costello and Don Dillaway) fail to give him their full attention.

Welles almost never used close-ups, and particularly avoided them in dialogs. From the very beginning, Welles usually filmed actors, even in conversation, in medium wide shots. Some of the most dramatic scenes in his movies (Kane in front of the mirrors, Fanny in the background making breakfast with George Miniver and Jack Amberson in the foreground eating breakfast, all sorts of shots of Hank Quinlan and so forth) were wide shots and even long shots. After he and cinematographer Gregg Toland perfected the use of deep focus, he was able to show characters acting in various depths of field. In that way movies became three-dimensional in the same way stages were. And thus theater actors were more important to him.

Quinlan and Grandi

Wide shot in Touch of Evil: Quinlan (Welles) confronts Uncle Joe Grandi (Akim Tamiroff). In a world suffocating with corruption, a man’s bearing showed his rank in the pecking order.

The dramatic camera shots perfectly fit the kinds of stories Welles preferred to tell. They involved larger-than-life characters, usually with substantial flaws but notwithstanding the flaw they were portrayed sympathetically, as figures whose actions result in a crisis or turning point for a number (sometimes a large number) of people. Even minor characters, such as Fanny Amberson, though insignificant to most people, were treated with such empathy that even though she brings on a great tragedy, we still recognize her humanity. A self-professed “romantic” (of the early 19th century variety), Welles never attempted quiet personal moments, unresolved ambiguity or divided intentions. His characters could be stopped (and usually were), but only by countervailing forces, not failure of will.

The other aspect that sets the films of Welles apart was their reliance on dialogue. Welles never worried about letting his characters talk, so long as the talk was literate. This is another carryover from the theater. This one, however, seemed to violate everything about cinema even then, and now it would be considered daring, if not suicidal, to make a movie that did not have regular visual scenes that aroused, excited, titillated or shocked the viewer. I pass this over without comment; perhaps it is simply another symptom of our passage to a pre-rational, pre-literate stage. But all of this brings us to Chimes at Midnight.

Revolted Mortimer!

Henry (Sir John Gielgud): “No, on the barren mountains let him starve. / For I shall never hold that man my friend / Whose tongue shall ask me for one penny cost / To ransom home revolted Mortimer.” (Henry IV, Part I, I:iii:88-91.) The long shot shows the king’s icy domination over the volatile Hotspur (Norman Rodway), whom he nevertheless prefers to his own son.

I'll be friends with thee

Doll: “Come, I’ll be friends with thee, Jack; thou art going to the wars, and whether I shall ever see thee again or no there is nobody cares.” (Henry IV, Part II, II:iv:64-66.) Jean Moreau and Welles.

Welles laid claim to the War of Roses plays in the late 1930s before Hollywood was a prospect for him. In April 1938, at a “Shakespeare birthday luncheon” at the Waldorf Astoria, Welles announced that his Mercury Theatre Company in connection with the Theatre Guild would mount a “marathon” two-night production of “The Five Kings,” an abridgment of both parts of Henry IV together with Henry V (shown the first night) along with Henry VI and Richard III the second night. The 22 year old Welles (in his typically sententious manner—a relic of his history of being considered a prodigy) claimed that it was his intention to restore the plays which had been “lost to the living theater.” Welles promised it would be “a cavalcade of the fifteenth century.”

Welles-Julis Caesar

Photo of production of Julius Caesar in 1937. Caesar (Joseph Holland) far right, Brutus (Welles) second from the right, Publius (Joseph Cotton) far left, and Cassius (Martin Gabel) third from the left. From: The Holloway Pages.

The announcement was made just as Welles was riding his first wave of acclaim. It had been two years since he put on the all black “voodoo” Macbeth for the Federal Theater Project. He had directed a number of other noteworthy plays including Marlowe’s Doctor Faustus and The Second Hurricane (with score by Aaron Copland). He was a famous national radio actor in a variety of plays and his Shadow detective series. By the Spring of 1938, the Mercury Theatre was in its first season and was performing four plays simultaneously, two in different theaters on the same block. Welles’s daring Julius Caesar, condensed to one act, done in modern garb and presented as the story of a modern totalitarian, electrified the newspaper critics. John Mason Brown of the New York Post (November 12, 1937) was perhaps the most ecstatic, suggesting that the play was more than entertainment, rather something vital and contemporary in the context of sinister world events:

Something deathless and dangerous in the world sweeps past you down the darkened aisles at the Mercury and takes possession of the proud, gaunt stage. It is something fearful and ominous, something turbulent and to be dreaded, which distends the drama to include the life of nations as well as of men. It is an ageless warning, made in such arresting terms that it not only gives a new vitality to an ancient story but unrolls in your mind’s eye a man of the world which is increasingly splotched with sickening colors.”

Welles and his partner in Mercury John Housman cut the run of Julius Caesar short (to the dismay of the box office manager who believed it would sell out indefinitely) in order to produce new plays. (For all his devotion to personal myth-making Welles always employed it to create the best production of the stories that interested him rather than money-making.) Surprisingly, the next play, Thomas Dekker’s Elizabethan comedy The Shoemaker’s Holiday, proved even more successful to newspaper critics. Brook Atkinson declared that the regular replacement of works (regardless of the continued demand) was the sign of a healthy company. (It is also of advantage to the newspaper critic.) As for the play itself, Atkinson proved he was firmly among the Welles boosters, calling it “the funniest jig of the season and the new year has begun with a burst of theatrical hilarity.” He even provided a pedestrian marketing plug: “everyone who loves a good time will want to see it.”


Welles in character as Captain Shotover from Heartbreak House on cover of Time, May 9, 1938.

The announcement by Welles of the proposed Henry plays was shortly followed by more acclaim. In May 1938 Time published a cover story on Welles. In the breathless prose the magazine used for unreflective puff pieces the article highlighted the 22-year-old’s extravagant lifestyle (large house, driver and limo, his “Falstaffian” appetite), swooned over his success (“the brightest moon that has risen over Broadway in years”) and contributed to his mad scientist reputation (“Welles is Caesar (not Brutus) where stagecraft is concerned, and in his own opinion ‘pretty dictatorial'”). But at this very time the Mercury Theatre was facing an existential crisis. Welles’s Caesarism was destroying the morale of the members (some of which simply quit). More importantly, the company was facing a financial crisis caused by its latest project. When the group took on Heartbreak House to close the season, it had to deal with the demands of the rights holder and author, George Bernard Shaw. For the first time it had to pay royalties and comply with the stage instructions of an outsider who demanded real (and expensive) sets rather than the “gimmicks” the company got away with in its revivals. And because Welles could not impose his own concepts on the text, he felt compelled to hire genuine Broadway actors, who were much more expensive than his own crew. The considerable additional expense squeezed the finances of the group and put into doubt whether it could go forward. And so both Welles and Houseman delayed plans for the next season (including postponing the start of Five Kings), which resulted in more actors quitting.

Five Kings-1

Welles as Falstaff and Burgess Meredith as Prince Hal in Five Kings. From: The Holloway Pages.

As would become a commonplace over Welles’s career, a deus ex machina saved the day. CBS Radio offered the Mercury Theatre a deal for nine one-hour radio dramas, which would become Mercury Theatre on the Air. When that engagement ended in September it was renewed until December. And then the company obtained a permanent sponsor and the show became known as the Campbell Playhouse, which would last until Welles moved to Hollywood. The weekly demands of a new radio play postponed preparation for Five Kings so repeatedly that most considered it abandoned. But the most troubling  factor was what seemed to be the inability of Welles to stir himself to attend to the details of theatrical production until things had descended to a crisis. It was what happened with the Mercury Theatre’s production of Georg Büchner’s Danton’s Death, which opened in November 1938.

Five Kings-2

Hotspur (John Emery): “… men of your nobility and power did gage them both in an unjust behalf … to put down Richard, that sweet lovely rose, and plant this thorn, this canker, Bolingbroke.” Five Kings, I:ix (from Henry IV, Part I, I:iii:170-174). MacGregor Gibb (as Northumberland, middle) and Eustace Wyatt (as Northumberland, right) (Lilly Library, Indiana University, from Richard France, see below.)

Welles and Houseman could be counted on for selecting a timely and often forgotten play. But if you look back on the whole of Welles’s career, this play seems a very odd choice. Late in life Welles boasted that he was a Romantic and an “enemy” of modern times. (Just as, he said, Falstaff was an enemy of his own modern times.) Welles was drawn to stories that involved large personalities, with grand themes and usually operatic plot lines. Danton’s Death, though written in 1835 during the height of European Romanticism, was anything but Romantic. Büchner’s Woyzeck, written two year later, would show that he was decades ahead of his time and thoroughly imbued with modernist sensibilities. Although less daring than WoyzeckDanton’s Death looked decades into the future. The latter play, therefore, simply did not have any resonance with Welles. More problematic, however, was that Welles had no concept, no “gimmick,” to apply to it. The essence of Welles’ theater direction was always in staging and choreography. He was not particularly an actor’s director. But with Danton’s Death he had no grand concept to push and so he seems to have lost interest.

The lackluster piece marked the turning point for many newspaper critics, some of which were already fed up with the adulation of the 23 year old. (Perhaps it also had something to do with the brouhaha caused by the Mercury Theatre of the Air’s radio production of World of the Worlds the previous week.) The Brooklyn Eagle-Examiner (Nov. 6, 1938) ran the headline: “Orson Welles does Büchner’s Danton’s Death Over to a Little thing of his Own, Enjoying Life as a Boy Prodigy” (only in all caps). John Mason Brown, the Post‘s critic who gave the breathless review of Julius Caesar said (Nov. 5, 1938) Danton’s Death was too “arty” and “too self-conscious for comfort.” It was panned for being slow and episodic. Edward Watts of the New York Herald-Tribune (Nov. 3, 1938) deprecated the staging: “Every movement is made as if it were artistically precious, and it manages to achieve not a rhythm that seems appropriate to the French Revolution but rather one that indicates a belief on Mr. Welles’s part that everything he is doing is significant.” Even Brooks Atkinson had doubts. He called Welles an “erratic genius” and criticized Welles’s action saying “[h]is eccentric phrasing … sacrifices meaning to apostolic sound.” In a second comment a week later Atkinson was more prophetic:

“Plays have to give way to his whims, and actors have to subordinate their art when he gets under way, for The Shadow is the monarch of all he surveys. It is no secret that his willfulness and impulsiveness may also wreck his Mercury Theatre, for he is a thorough egoist in the grand manner of the old-style tragedian.”

Five Kings would fulfill the prophesy.

In the first place, the concept was hubris reified. The idea of putting on three Shakespeare plays (that at best clock in at near 4 hours each) and parts of four others in two nights was problematic at best. When it was announced, it was simply a wish, because Welles had not even outlined the script yet. Nor would he get to it until pressed. But the idea was not to isolate one theme or idea of the plays, but rather to simply condense them all. This was inherently problematic. But it interested the moribund Theatre Guild from whom Houseman arranged fairly generous support.

Master Planx 1 & 2

Two of James Morcom’s master plans for the stage with rotating device. There were also three battlefield plans. From Richard France (see below).

Second, the “gimmick” that Welles came up with to tie everything together (and perhaps speed things up) was a revolving stage. In addition to the stationary aprons the stage would hold a 28-foot circular palette, rotated by an electric motor, with wooden curtains behind that would allow stage hands to change scenes. The sections marked off by walls had doors or gates to allow actors to move from one scene to another.  The concept may have worked well in a permanent theater setup, but the production was intended to tour several cities before opening in New York. Only an incurable optimist would believe that this mechanism (which was the central feature of the set) would work flawlessly, and no thought was given to a back-up plan. The revolving stage also impacted rehearsals because the build took up most of the time allotted for them.

But the main problem was the disinterest shown by the procrastination of Orson Welles himself. He delayed in producing a script. (In the end only the first night’s production was ever written, making the affair more like Three Kings). He arrived very late for rehearsals and wasted time while there. The problem was compounded by casting a kindred spirit in Burgess Meredith as Hal. The two encouraged each other to carouse both on and off the set. The two often missed rehearsals entirely.

Simon Callow described the problem as a combination of all the foregoing:

Five Kings-3

Falstaff (Welles): “We have heard the chimes at midnight, Master Shallow.” (Five Kings, I:xix, from Henry IV, Par ii, III:ii:209-210). Edgar Kent (as Shallow, left) and Fred Stewart (as Silence, left). From Richard France (see below).

“Welles’s one interest in Five Kings was staging it; without the turntable, he had no motive to work. Indeed, one of the problems Welles had increasingly to face in the theatre was that, denied the enormous resources of the Federal Theatre Project, his method of working without any plan, without even any tentative moves, of depending on the inspiration of the moment and what the other actors and the setting would offer him, was totally impractical. Only a fully subsidised European State Theatre could have provided him with what he wanted: the full set in the rehearsal room from the first day. So he stayed away, until the technical period, when he could really work on the set. Meanwhile the other actors struggled on as best they could. This was not very well at all.”

Perhaps it was the lavish budgets of Hollywood once he would discover them and their technical proficiency that kept bringing Welles back, even after he discovered Hollywood was not as enamored with him as the New York stage had been.

As the debut came closer the work became more frantic. It was not until close to the opening that Welles realized that his script needed to be pared down to get the performance under five hours. Because the trimming was within scenes (rather than eliminating some), it made the play more episodic, requiring stage changes (and rotations of the turntable) more frequent. In the end the crisis mentality created a disaster rather than the theater magic that Welles generally pulled off at the last minute.

The Boston premier from a technical viewpoint was a nightmare. The rapidly rotating rotary flung parts of the scenery into the audience. The narrator, who was supposed to disappear by walking through a door on the rotary, became so afraid of the device that he exited into the orchestra pit. And the show clocked at nearly 4 and a half hours, ending around 12:30. Bostonians, used to shows not nearly ready for Broadway, were not especially vicious. The AP report only complained that it needed to be trimmed more. By the end of the Boston schedule it had been trimmed to three and a half hours, but it was still not a triumph and critics were ready to pounce.

- their stings and teeth newly ta'en out

Henry (Gielgud), about to die, warns Hal (Baxter): “… all my friends, which thou must make thy friends, have but their stings and teeth newly ta’en out … ” (Henry IV, Part II, IV:v:205-206). Henry’s advice points out to Hal the rules of an entirely different life than that pursued by Falstaff.

The ambitious road tour was cancelled, and the production moved to Washington, D.C. where the critics were mainly interested in the internal politics of the show. The Baltimore stop was cancelled and finally it landed in its last road destination, Philadelphia, where the final indignities met it. The theater was not equipped for the electrical requirements of the rotating stage, nor could it be fixed in time. So the stage hands were required to push the thing around, at glacial speed. The stage itself was not a good fit for the rotating stage in any event and accommodating it compromised audience view. The critics were generally negative about all aspect of the production but the one review that had to have cut Welles the most was written in the Philadelphia Inquirer (March 21, 1939), which unfavorably compared Welles’s portray of Falstaff with Maurice Evens who performed the role on Broadway several years before. The critic went so far as to say that Welles had either “understudied or mis-studied his part.” Leaving no stone unturned the critic concluded that “To compare Orson Welles’s Falstaff to Mr. Evans’s Falstaff, John Emery’s Hotspur to Wesley Addy’s Hotspur, Burgess Meredith’s Prince Hal to Winston O’Keefe’s Prince of Wales or Mr. Welles’s course-keyed direction to the electrifying direction of Margaret Webster would be as unconscionable as it would be unkind.”

The show never made it to New York and the Mercury Theatre, at least as a playhouse company, ceased to exist. Welles would be off to Hollywood, for better or worse. But the one project he would not forget was Five Kings. Houseman thought that the reason he originally pursued it was because of his distaste for Maurice Evans: “Five Kings was never purely an aesthetic conception—it was conditioned in its conception and its execution by a desire to go Evans one better.” Half a century later Welles called Evans one of the “bums” to Peter Bogdanovich.

And so, once his affair with Hollywood was finally over, Welles returned to the Hal–Falstaff story with a production on the Dublin stage of Chimes at Midnight, which starred as Hal Keith Baxter as would his film five years later. Over the many years since the failed play, Welles’s conception changed drastically. And so did his plan for the drama. It was no longer to be a condensation of Shakespeare, it was to focus on Falstaff, who Welles came to view as the central tragic figure.

Inquire at London

Seeking his son, Henry (Gielgud) orders: “I would to God, my lords, he might be found. Inquire at London ‘mongst the taverns there; for there, they say, he daily doth frequent with unrestrained loose companions …” (Richard II, V:iii:4-7).

Chimes at Midnight is not really a filmed version of Shakespeare. The two Henry IV plays are mostly about royal succession. Falstaff is a (large) maguffin to explain why Prince Hal (the heir to the throne) is not loyal to his father. The Henry IV plays, like most Shakespeare “message” plays, have more than one relationship ostensibly or formally similar but inherently somewhat different. In the two Henry IV plays there are four Henrys, making two father-son relations: Henry IV and Prince Hal and Henry Percy, Earl of Northumberland, the father of Henry Percy, called Hotspur for his volatile temper. The King despairs of his son, the Prince of Wales, because he is dissolute, spending his time with Sir John Falstaff, unlike Hotspur, who is zealous in putting down rebellions. Henry IV expressly wishes that Hotspur were his son. Hotspur’s father, Northumberland, proves to be unreliable. During the climactic battle between the Percys and the King, Northumberland fails to send his forces and as a result his son, Hotspur, is killed (by Hal, to tie up the other father-son parallels). The reason that all of this has more than passing interest than just another group of barbarians fighting for power, has to do with another Medieval type: the sanctity of kingship. Henry IV, with the assistance of the senior Percys, overthrew and killed Richard II.  If the divine right of kings meant anything, then Henry IV did not possess that sanction. And Henry through two plays agonized about it. That together with his errant son hounded him to death. Hal on the other hand is attracted to the dissolute Falstaff as a father figure, because Jack (as he is known) represents everything that Henry his father is not—unconstrained, irreligious, lacking in class-based or psychoanalytic restraints. Falstaff becomes a major figure in Shakespeare’s works because like Hamlet (and a few others in smaller ways) he is aware that the existing order is in disarray and that sanity lies in not taking part. Hamlet, however, has stakes in the status quo, at least enough to “fix” it. Falstaff has no stakes except Hal, who will likely become king. The likelihood is so important that Falstaff goes to war together with Hal to put down the Percys’ rebellion.  But he does it, not because he believes in the order of things, but for Hal.

Wherefore do I tell thee

Henry to Hal: “Why, Harry, do I tell thee of my foes, Which art my nearest and dearest enemy? Thou that art like enough, through vassal fear Base inclination, and the start of spleen,To fight against me under Percy’s pay …” (Henry IV, Part I, III:ii:122–126).

Exploring all this is why Shakespeare takes so much time in development. But because the lynchpin of the social order of medieval society (divine ordering of succession) has no interest to us, much of the drama in the historical plays escapes us. And Welles rightly (for us) dispenses with it. So the Shakespeare that survives is not the Renaissance Shakespeare willing to explore the essence of medieval social orderings (because we have long lost interest in that). It is rather a different Shakespeare. Welles converted Shakespeare’s Renaissance historical analysis into (as Vincent Canby noted) a Romantic novel, which focuses primarily on the psychological dimensions of the relationship between Hal and Falstaff with Falstaff as the central character. Other attempts have been made to “modernize” Shakespeare, including Laurence Olivier and Welles himself. But if one is interested in the Shakespeare of psychological verisimilitude (rather than, say, the expressionistic Shakespeare that is the essence of Macbeth or Lear). then Chimes of Midnight is the best of what is on film.

To accomplish the conversion of the Renaissance Shakespeare discussing political matters of no interest to us to a Shakespeare of psychological relevance to our time required an extensive re-write. And Welles put together new dialogue spliced from several plays, created new scenes by cobbling together parts of unconnected scenes and slimming down the plot line by making the one battle shown (Shrewsbury) the pivotal event. You can get an idea of how Welles wove together fragments by looking at the following chart which gives the sources for the dialogue in the first few scenes of the movie:

Source Chart

If you go back to the original plays, you can see that Welles was indeed rewriting Shakespeare. Early in his Mercury Theatre career literary critics sharply denounced his tampering with Shakespeare. Mary McCarthy, then writing for the Partisan Review, said of Julius Caesar: “The production of Caesar turns into a battleground between Mr. Welles’s play and Shakespeare’s play. Mr. Welles has cut the play to pieces—turned Cassius into a shrewd and jovial comedian; Caesar into a mechanical, expressionless robot; Antony into a repulsive and sinister demagogue.” But of course any condensation requires the loss of something. The same was true in Five Kings when Welles was aiming at a shorter version but one still faithful to the themes and characterizations of Shakespeare. His approach to Chimes at Midnight was quite different. Falstaff would no longer be the witty vagabond who tempted Hal away from his duty. Falstaff would become the centerpiece. The palace intrigues and plots were cut down to a minimum, kept mainly to explain the choice to be made by Hal. Worcester is reduced to a petty plotter, but Welles uses Hollinshed’s words to justify it. Northumberland’s failure as a plotter, not to mention as a father, is not a part of the film. And Henry IV is portrayed as set upon by plotters with no probing of the guilt that comes with usurping the throne, regicide and his war against the rightful occupant, Hotspur’s bother-in-law Mortimer. Characters at the tavern are reduced and other minor figures are eliminated or only seen briefly.

The reduction of the political aspect could have been problematic because its complexity seems to require longer explication. But Welles pulls it off deftly by compressing dialogue which took place over a longer time in the plays into single scenes. The episodic nature (which plagued Five Kings) is thus avoided. And even more cleverly, scenes seem to anticipate the next (when Henry explains how his son frequents the taverns, the next scene is the tavern itself, for example).

Imitate the Sun

Hal: “Yet herein I shall imitate the sun …” (Henry IV, Part I, I:ii:195).

That is not to say that aspects are not enigmatic. The character of Hal is somewhat unbelievable. Hal is a type to make the exploration of succession and filial loyalty the centerpiece. Hals’s problem is to decide between the mincing morality of his compromised father and the “freedom” of Falstaff, who is beyond a conscience formed by a corrupt society (as all societies are). It would be easy enough to show the choice to be illusory. He is heir apparent and must do his duty to the kingdom. (Shakespeare’s Tudor audience would undoubtedly have agreed.) Nor is the fact that he spent his youth debauched surprising. It is not only monarchs who end up in powerful positions after a dissolute youth. What makes Hal’s character seem untrue to life is the secret resolution he articulates to continue his debaucheries so that when he ultimately reforms (when he becomes king) the people will marvel at the transformation, like the sun emerging from clouds (see Henry IV, Part I, I:ii:193-215). This is a problem in the original play, not one caused by Welles.

The resolution can perhaps be considered the rationalization of an egocentric. He is never shown to act empathetically toward anyone, and the film certainly plays up the mean-spiritedness of Hal. At the end of the movie we see that Hal (now Henry V) is utterly without feeling and perhaps that is the best way to tie up the character. Shakespeare cannot do so because he continues with Henry V, where Hal becomes the hero. How are we to avoid distaste for such a character?

A.D. Nuttall propounds the theory that Hal is like the “Friend” in the sonnets whom Shakespeare loves and whose unresponsiveness Shakespeare admires. He points to Sonnet 94, where he approves of his Friend’s ability to conceal his intentions and indeed says that being “unmoved” and “cold” imitates “heavenly graces”:

They that have power to hurt and will do none,
That do not do the thing they most do show,
Who, moving others, are themselves as stone,
Unmoved, cold, and to temptation slow;
They rightly do inherit heaven’s graces
And husband nature’s riches from expense;
They are the lords and owners of their faces,
Others but stewards of their excellence.

It is true that once he becomes king, Hal urges his followers to have their brow overwhelm their eyes like “a galled rock” (Henry V, III:1:12), but he is giving a war speech there. Maybe, however, the ability to control one’s countenance (which is another way of dissemble one’s intentions) is necessary for a king. Nuttal, however, has another explanation:

“If this were the nineteenth century I should now be permitted to speculate—to wonder whether Prince Hall was not founded on the beloved Friend, whether our difficulties with the prince may not arise from the fact that we, unlike Shakespeare, are not in love with him, that for us he gives light but not warmth, to wonder whether the rejected Falstaff, the myriad-minded, the genius with words, the messy, disordered man, might not be an ectype of Shakespeare himself, who in the sonnet made an intense effort to give praise to the other sort, to the beautiful, reserved man.”

However we explain Hal, and whether or not Falstaff was Shakespeare’s alter ego, it is clear that Welles invests Falstaff with all his own views. In the latter part of his life Welles often talked of disliking modern times. (Some of Welles’s narration in F for Fake, for example, elaborates on that feeling.) This is perhaps a common enough feeling among men after 50 especially if they believe they were not allowed the success they feel entitled to. But Welles had long felt that modern times had ruined more Edenic times where he belonged. After all, The Magnificent Ambersons, made in his mid-twenties, showed how a golden age had been overwhelmed by an uglier age of technology and base commerce. Welles makes Falstaff into a romantic who longed for return of Arthurian days.  The present days are an iron age compared to the once golden one.

Welles does not make up Falstaff’s idealistic nostalgia. There are a few hints in the play: In Henry IV, Part II, II:4:33 Fastaff enters singing “When Arthur first in court … .” More importantly in Henry V when his former friends are discussing whether he is in heaven or hell, Hostess replies that he is not in hell, but rather in “Arthur’s bosom” (II:iii:9-10). (Hostess confuses Arthur with Abraham in the parable (Luke 16:19-31), and it is clear that she sees Falstaff as the poor Lazarus, denied succor from the powerful in life, who ends in paradise in the afterlife.)

Welles took these ideas, enlarged upon them and made them the basis for his characterization of Falstaff. The concept corresponded to his own thinking at the time. The JFK administration was popularizing the notion of Camelot as ideal, and the assassination proved that it was a lost ideal. Welles himself (like Broadway and the JFK administration) got his concept of Camelot from T.H. White’s The Once and Future King, which he reportedly read at rehearsals of Chimes at Midnight.

Falstaff thus became in the film an idealist, with pure morals and the right view of how men should behave. But he was trapped in an unkind and corrupt age. Falstaff’s witticisms are not the empty chatter of a dipsomaniac but rather the currency he uses to accommodate himself to the times and its inhabitants. He holds himself in more esteem than others do (which makes him look foolish) but in this he is being true to himself who is out of place and out of time. That he is a small time highwayman does not make him a criminal in these times where even the greatest of men trade in the deepest crimes. That he lives in a tavern among thieves and prostitutes merely illustrates the degeneracy of the age.

Opening Scene

Opening scene with Falstaff and Shallow.

The blighted, barren and dark condition of the times is on view from the very first scene outside Shallow’s castle where Falstaff and Shallow walk among the leafless trees in dead of winter. Even high places are blighted, however. The palaces are dark, vacant and cavelike. Henry’s court is lined with silent soldiers showing the ever present danger to even the head of state. Henry is plagued by the fear of plots and rebellions and cannot count on his own son to aid him. The outdoors are barren of forests, instead soldiers’ pikes take the place of trees.

The elite of these times think of nothing but plotting for their own survival. Hotspur, whom Henry would fain have his son over Hal, thinks of nothing but military victory. He ignores his beautiful and playful wife, even avoiding her caresses, the quicker to be off to battle. Only the rabble know that there is no glory in war. When Falstaff goes off to muster troops for Henry’s defense, the men all seek to avoid it. But as in all corrupt times the poor must pay dearly for the folly of the powerful.

I'll canvass thee between a pair of sheets

Doll to Falstaff who threatens to do harm to Pistol: “Do, an thou darest for thy heart. An thou dost, I’ll canvass thee between a pair of sheets.” ( Henry IV, Part 2, II:iv:219-220).

It is only at the Boar’s Tavern that anything like congenial human intercourse takes place. And here Falstaff is clearly the king. Welles invests the character with gravitas even as he acts the clown. The performance is undoubtedly Welles’s revenge on Maurice Evans. Key to the atmosphere is the earnest goodness of Hostess, called Mistress Quickly, played by Margaret Rutherford. Jeanne Moreau’s Doll Tearsheet, erotic, young, attractive and fiercely protective of Falstaff, adds dimension to him, showing that he has qualities that evoke tenderness and devotion.

Falstaff as Henry

Falstaff (as King Henry): “There is a thing, Harry, which thou hast often heard of, and it is known to many in our land by the name of pitch. This pitch—as ancient writers do report—doth defile, so doth the company thou keepest.” (Henry IV, Part I, II:iv:403-406.)

But the central dynamic of the film is between Falstaff and Hal. Falstaff clearly loves him and while Hal never reciprocates Falstaff is not put off. In fact he ignores all the many hints that Hal will not repay the affection Falstaff has lavished on him. Falstaff sees Hal as something of a son and accepts him as he is, something that Hal’s own father is incapable of doing. In the play within a play Falstaff takes the part of Hal’s father Henry and lectures him the way his father would, except that he explains the virtues of Falstaff. When the two change parts, Hal as King Henry berates Falstaff. Falstaff as Hal pleads Falstaff’s defense and concludes by saying: “Banish plump Jack, and banish all the world.” (Henry IV, Part I, II:iv:465.) To this, Hal replies: “I do, I will.” (line 466). It is a startling foreshadowing of what Hal intends, but the conversation is immediately broken off when an announcement is made that the sheriff and “a most monstrous watch” is at the door.  Earlier in the film a similar hint is dropped and again not picked up. When Hal at first refuses to rob a group of pilgrims on the next morning, Falstaff humorously prodding him says: “By the Lord, I’ll be a traitor then, when thou art King.” Hal replies coldly: “I care not.” (Henry IV, Part I, I:ii:144-146).

Falstaff earnestly believes in Hal’s loyalty and on occasion asks how Hal will act as king. Hal is always non-committal. So it is not a shock to us when Hal, made Henry V, betrays Falstaff. The moment is nonetheless stunning because Welles plays Falstaff with such joyous enthusiasm in his quest to pay obeisance to the new king. When he prostrates himself before his new liege, the heartless brutality of the rejection is so sudden and so cruel that it is devastating. And Welles perfectly expresses the devastation, which will soon lead to his death. The film ends with the death of Falstaff and the remembrances by his friends unlike Five Kings and so is more successful as a narrative.

I have omitted mention of the thing that is usually first noted when discussing Chimes at Midnight: the battle of Shrewsbury. The scene is rightly lauded for its look and its influence on later films which portray medieval hand-to-hand combat. It involved months of editing by Welles and turns out not only as a perfect visualization of such a battle, but also adds to the theme of desolate times. The battle takes place in a muddy lifeless slough. The intensity, violence, cruelty and hatred it conveys depict everything that Falstaff deplores about the age. It marks the break between Hal and Falstaff (although Falstaff does not know it or admit it to himself) since Hal has finally impressed his father by killing Hotspur and acclimated himself to the nasty, brutal and short life of the warrior king. (The last we see of him at the end of the film he is off to make war on the French.)

The movie is a deeply thoughtful conception of the characters created by Shakespeare. Unless you are of the group that find any tampering with the bard to be sacrilege, I think you will find it engaging. (Of course, one is  better prepared if he has at least a summary of the plots of the two Henry IV plays in mind; otherwise things may become murky.) It has the original cinematography and imaginative staging that one expects from any film by Welles, and the acting is uniformly of high quality, with especial efforts by Gielgud, Moreau and Rutherford.

After the run at the Film Forum the film is scheduled for national distribution and possibly a release on video disc. The restoration is not a 4K one, which I read would take several more years. It is instead a “DCP restoration,” which is a digital restoration of some sort and therefore avoided by purists. But we live in corrupt times just like Falstaff’s and we are unlikely to see real film (rather than a digital file) ever again. But to paraphrase Shallow, “Oh! the films we have seen!”

Update 3/8/2016: Further thoughts on Chimes at Midnight are found in Shakespeare, Freud, Machiavelli and Welles: The “Prince Hal Problem”


____, “New Drama Built upon Shakespeare,” New York Times, April 24, 1938, p. 41 (online; subscription required).

_____, “The Theatre: Marvelous Boy,” Time, May 9, 1938 (online; subscription required).

Associated Press, “Welles’s ‘Five Kings’ Cheered in Boston,” New York Times, February 28, 1939, p. 23 (online; subscription required).

Brooks Atkinson, “Mercury Theatre Adds Dekker’s ‘The Shoemakers’ Holiday’ to Its Repertory,” New York Times, January 3, 1938, p. 17 (online; subscription required).

Brooks Atkinson, “Mercury Going Up,” New York Times, January 9, 1938,  Section 10, p. [1] (online; subscription required).

Brooks Atkinson, “Mercury Theatre Reopens with Orson Welles’s Production of ‘Danton’s Death,'” New York Times, November 3, 1938, p. 28 (online; subscription required).

Brooks Atkinson, “Gotham Hobgoblin: Orson Welles Frightening Little Playgoers in ‘Danton’s Death,'” New York Times, November 13, 1938, Section 9, p. [1] (online; subscription required).

Peter Bogdanovitch and Orson Welles, This is Orson Welles (ed. Jonathan Rosenbaum) (New York: HarperCollins, 1992).

Simon Callow, Orson Welles: The Road to Xanadu (New York: Viking, 1996).

Vincent Canby, “‘Chimes at Midnight,’ Welles’s Own Shakespeare,” New York Times, June 19, 1992, p. C15 (online; open access).

Peter Conrad, Orson Welles: The Story of his Life (London: Faber and Faber, ©2oo3).

Richard France (ed.), Orson Welles on Shakespeare: The W.P.A. and Mercury Theatre Playscripts (Westport, Conn.: Greenwood Press, ©1990).

Lawrence Langner, The Magic Curtain (New York: Dutton, 1951).

Mary McCarty, Sights and Spectacles (New York: Ferrar Strauss, 1956).

A.D. Nuttall, A New Mimesis: Shakespeare and the Representation of Reality (New Haven, CT: Yale University Press, 2007).

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