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Chimes At Midnight (Welles, 1965)

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Chimes At Midnight

Orson Welles as Falstaff
Keith Baxter as Prince Hal
John Gielgud as Henry IV
Jeanne Moreau as Doll Tearsheet
Margaret Rutherford as Mistress Quickly
Marina Vlady as Kate Percy
Fernando Rey as Worcestor
Ralph Richardson as Narrator (voice)


Orson Welles’s Chimes at Midnight is a pastiche of the Falstaff plays. The film reorganizes dialogue from these texts to reposition Falstaff (played by Welles) as a tragic hero lamenting the loss of his youth. Kenneth Rothwell explains that, as a tragic hero, Falstaff acquires a tragic flaw: “the disease of ‘not listening’” or not understanding Hal’s rhetorical language (86). Though Chimes initially received poor reviews (Anderegg 137), the film is now regarded as an insightful adaptation that explores themes of nostalgia, power, greed, ambition, language, and friendship.

Despite its influential status, Chimes is plagued by technical flaws. For example, an audio track was lost during the editing process and Welles was forced to re-dub the dialogue for several scenes, resulting in frequent disjoints between the performers’ lip movement and the sound of Shakespeare’s words. Michael Anderegg has argued that these flaws merely emphasize the “constant tension between what we see and what we hear,” a tension that comes to symbolize the disjoint between Hal’s rhetorically enforced political strength and Falstaff’s weak, mumbled buffoonery (130). In other words, these infelicities contribute to themes already established by the film’s more intentional cinematography.

Welles’s camera work encourages the audience to sympathize with Falstaff by manipulating what the audience sees. Long distance shots repeatedly emphasize Falstaff’s social isolation, while close-up shots highlight his emotional desolation. In the penultimate scene, when Hal (Keith Baxter) becomes king and banishes Falstaff, Welles alternates between shots that look down pitifully on Falstaff and then gaze up awfully at the stately king. In these shots, Welles minimizes the visibility of Hal’s stony facial expression by dominating the frame with ceremonial regalia, but highlights Falstaff’s mystified look with the bare background of the castle floor. In this way, the camera encourages the audience to build more intimacy with Falstaff than with Hal.

Chimes’s depiction of Falstaff has had a significant impact on the character’s representation in late twentieth- and early twenty-first century film adaptations. In the text, Shakespeare’s Falstaff is an outrageously artificial clown (Wiles 126), but Chimes establishes a trend by which Falstaff is shown to have heightened emotions. Following Welles’s example, Gus Van Sant’s My Own Private Idaho (1991)—an homage to Chimes that features scenes deliberately imitating Welles’s camera angles—features an emotionally distraught Falstaff figure named Bob Pigeon (William Richert). Similarly, Kenneth Branagh’s Henry V (1989) includes a sentimental flashback scene where Hal (Branagh) banishes a despairing Falstaff (Robbie Coltrane). Richard Eyre’s made-for-TV Henry IV, Parts 1 and 2 (The Hollow Crown) (2012) produces empathy for Falstaff (Simon Russell Beale) by depicting him as an anxious old man perpetually on the verge of tears despite his rambunctious sense of humour. These Falstaff interpretations emulate Welles’s minimization of Falstaff’s trademark artificiality.

Works Cited

Anderegg, Michael. “Chimes at Midnight: Rhetoric and History.” Orson Welles, Shakespeare, and Popular Culture. New York: Columbia UP, 1999. Print. Film and Culture. 123–140.

Rothwell, Kenneth S. “Orson Welles: Shakespeare for the Art Houses.” A History of Shakespeare on Screen: A Century of Film and Television. 2nd ed. Cambridge: Cambridge UP, 2004. Print. 69–90.

Wiles, David. Shakespeare’s Clown: Actor and Text in the Elizabethan Playhouse. Cambridge: Cambridge UP. Print.


Related Links:
Link to IMDB:
Link to Wikipedia:


Related Productions:
My Own Private Idaho
Welles’s Othello
Welles’s Macbeth
Hollow Crown: Henry IV Part 1
Hollow Crown: Henry IV Part 2


Information and commentary notes provided by Cameron Butt.

Cameron Butt completed his MA in rhetoric and communication design at the University of Waterloo in 2014, after studying English literature at the University of Victoria. His interests include political communications, Shakespeare’s villains, film, and popular culture.



Chimes At Midnight

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