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Blu-ray Review: Orson Welles’s Chimes at Midnight on the Criterion Collection

This revelatory restoration of Welles’s masterpiece could play a significant role in the film’s subsequent place in cinema’s history.


Chimes at Midnight

The most commanding and appealing facet of Orson Welles as an artist and icon is his impression of indomitability. He created masterpieces throughout his life under threadbare conditions that would prevent many from producing anything at all. Not to mention the seemingly deathless creation that’s the lore of the multihyphenate’s life, as reported by endless articles, books, films, interviews, and, above all, as deliberately fanned by the subject himself. Welles’s life, as the public generally understands it, is a tale encompassing ingredients pilfered from everything from the myth of Icarus to the novel Don Quixote, with sex, name-dropping, and exotic globe-trotting thrown in for spice, as well as elements from, yes, the source material that would inspire the filmmaker’s great Chimes at Midnight, William Shakespeare’s 1400s-era stories of John Falstaff and Prince Hal.

It says something about Welles, or, perhaps, about the evolutions of life in general, that he grew from potentially resembling Prince Hal, the firebrand who might eat his own compatriots for success, prominence, and a sense of honor, to Falstaff, a dreamer and scoundrel given to improving on the realities of his lonely life, retrospectively, via the means of his oration. Perhaps Welles saw this evolution as an inevitability, similar to how he appeared to anticipate a portion of his future with Citizen Kane. The press notes accompanying this beautiful, nearly miraculous new restoration of Chimes at Midnight inform the audience that the filmmaker had been experimenting with compressions of both parts of Henry IV, Richard II, and Henry V, which comprise a tetralogy, with various other assorted odds and ends for much of his life, in such a fashion as to render Falstaff, one of Shakespeare’s most resonant fools, into a grand protagonist—an act of transcendence and transformation that complements the rollercoaster that’s Welles’s own turbulent career and myth.

Welles is the rare artist big enough—in sensibility, reputation, talent, and ambition—to wrestle with Shakespeare’s legacy. He isn’t cowed as many directors and actors are by the text; he isn’t reduced to superficially attaching modern tics to the plays, which often serve only to accentuate the insecurity of the modern artist. One returns to that idea of indomitability. In Chimes at Midnight, Welles takes hold of a half-dozen plays, some of which are the finest work of arguably the most celebrated writer in the history of the human race, and tosses them together into the air like confetti, picking and choosing what he wants, spinning what he chooses into a gorgeous tapestry, honoring the legacies of Shakespeare and Welles equally and simultaneously.

In Cineaste’s current issue, Michael Ferris remembers his astonishment, during The Other Side of the Wind’s shooting, at Welles’s fashioning of amazing images on the fly, as supplies and personal whims presented themselves to him. Welles’s ultimate brilliance as a filmmaker doesn’t reside in his image-making, but in his ability to make one feel this spontaneity that Ferris observed, this spark of creative id that fuels the images.

If a conventional film has one “master image,” an even middle-tier Welles production has a hundred, and the filmmaker has the confidence in his resources to throw each and every one of them away for the sake of thunderous momentum. In the case of Chimes at Midnight, Welles’s formalism isn’t competing with Shakespeare, or existing parallel to the text. Rather, it opens up the Bard, intuitively bridging past and present arts.

When Falstaff (Welles) corners Prince Hal (Keith Baxter) at the climax of the film, in a major scene from Henry IV, Part 2, Welles shows a great procession in which Hal marches as king—an event in which new social realities are embodied by the prominence of the flags held up in the air by Hal’s, now Henry V’s, followers. The staffs to which these flags are attached resemble contemporary prison bars, and Welles’s prismatic framing casually reveals how the new king, now of rarefied stock, is cornered off away from his followers, who’re bumbled uncomfortably together. In his naïveté, Falstaff briefly breaks these social demarcations, paying a severe emotional price in the process. Most artists would understandably kill for these images, self-consciously holding or otherwise accentuating them, but Welles offers them up matter-of-factly, operating as a master of a kind of “found” expressionism.

The exuberant one-thing-after-the-other-ness of Welles’s virtuosity encourages a sense of wonder, and an impression of tonal elasticity, that’s remarkably close to the boisterous, populist heart of Shakespeare’s writing—something most artists miss in their retrospective awareness of the writer’s greatness. Background scenes of unsentimentally staged English decay and poverty are merged with the broad pathos and comedy of the foreground performances. Welles also takes a palpable, guttural pleasure in the many flophouse scenes featuring Falstaff, Hal, and a coterie of whores and hangers-on. The rococo imagery often suggests the theater and the cinema at once, with Welles’s characteristic deep focus often transforming a debauched setting into the stage of these dreamers’ reveries. The ceilings hang above Falstaff as he’s shot from down low angles that later reappear when Hal’s minted King, a rhyme showing the former to be a ruler of only figurative proportions, while the latter occupies the literal.

Chimes at Midnight is also lurid and horny, positively carnival-esque. Welles’s famed hungers merge with Falstaff’s, particularly in the character’s touching and disturbing scenes with a prostitute played by Jeanne Moreau. And there are many moments in which Welles stages the kind of farce that might not be so out of place in something like Animal House, most obviously the scene in which Hotspur (Norman Rodway) is nearly distracted from war by his lusty wife, Kate (Marina Vlady). Welles emphasizes blaring trumpets as an equivalent to a dashed erection, while seemingly random suits of armor in Hotspur’s chamber add an ineffable pinch of absurdism, complementing (and complicating) the nostalgic view of medieval times that are rapidly a changin’.

At the center of this dense network of sensations are Welles’s on-screen presence and reverence for Shakespeare. The tonal flexibility of the film furnishes something beyond its own reward: a playful sense of contrast that informs major scenes, such as Falstaff’s betrayal by Hal, or the Battle of Shrewsbury, with even more gravity than they would already otherwise have in a work more predictably solemn and “even.”

The Battle of Shrewsbury, especially, is justifiably a legendary set piece, and Welles prepares for it with Falstaff-centric comedy, repeating Shakespeare’s device of burying profundity among punchlines, of allowing jesters to unexpectedly voice their creator’s most pressing concerns at times when the more “heroic” and glamorous characters are incapable of hearing them. Falstaff ponders honor with pacifistic grace, then flounders in his ridiculous over-sized armor with the physical adeptness of a clumsy, dramatically overweight child. Suddenly, Welles’s battle commences.

The Battle of Shrewsbury is one of cinema’s greatest war scenes, precisely for the shock of its arrival seemingly out of nowhere from among several lighter passages, and also for the way that Welles inventively camouflages the patched-together scrapbook quality of his production. One senses the fragility of this set piece as a filmic illusion, which somehow intensifies the sense of the fragility of the lives being fictionally destroyed on screen—once again fusing the quotidian visual qualities of film with the heightened, distancing aesthetic of stripped-down, go-for-break theater.

Welles uses an advanced version of the contrasting foreground/background technique that runs through Chimes at Midnight in this sequence. In the background, if one looks closely, there are horses and riders traveling in circles detached from the action of warfare, providing the images with propulsive movement. In the foreground, there are the clinking and clanking of swords, which are edited with a disconcertingly brutal awareness of murder as entirely, unglamorously alien to the “honorable” platitudes that afflict feuding royalty, in both art and life. The soundtrack, often densely comic, briefly unifies into a singular wail—a requiem.

In Chimes at Midnight, Welles is at the height of his powers while reveling in the poetic force of Falstaff’s weakness. Who is this iconic, barrel-shaped globe of a human, with a rotting nose and a booming voice that sounds as if it’s coated in molasses and whiskey? Falstaff’s appeal to Welles beyond the character’s own inherent soulfulness subtly grows more apparent as the film proceeds: the protagonist offers an exploration of the limits of theater, and, by extension, of all art. Falstaff feels that his oration—his lies, his tall tales—somehow renders him equal to someone born with royal blood in their veins, and Welles positions this delusion as the centrality of his abbreviation of Shakespeare’s plays. Welles burrows below his own bluster, virility, intelligence, glamour, and renaissance, finding and exploding a core of innocence, a terror of inconsequentiality. Welles the filmmaker’s most astonishing achievement is oxymoronically powered by Welles the actor’s most naked display of vulnerability, best encapsulated by Shakespeare’s heartbreaking line: “I speak to thee, my heart!”


As any desperate Orson Welles admirer who might have once watched Chimes at Midnight on an awful YouTube link can tell you: This preservation looks and sounds miraculous. It’s worth remembering that the film, even recently, was once nearly considered lost, making this disc an early candidate for one of the most satisfying as well as historic releases of the year. The image is breathtakingly clear, with a newly vibrant depth of field that captures the full breadth of Welles’s brilliance as an image-maker. Blacks are velvety and multi-dimensioned, encapsulated by many expressionistically well-defined shadows. Whites are bold and full, particularly the shafts of light that form geometric prisms within the castles and the tavern that comprise the primary settings. Facial detail is extraordinary, which is important, as this is a film of many emotional close-ups of faces. (Falstaff’s beard is practically a character unto itself.) The problematic post-synchronization of the dialogue, which influenced many pans of the film at the time of its initial release, has largely been corrected. An occasional background voice will sound a little tinny, but that’s nitpicking. The bigger sound effects have never sounded more dynamic, particularly the clashing and clanging of the Battle of Shrewsbury, which is finally accorded the aural/visual magnificence that it has long deserved.


The excellent new interviews shed remarkably differing and complementary light on Welles and Chimes at Midnight. Both Keith Baxter and Welles’s daughter, Beatrice, logically offer personal testimonies. Baxter was a struggling actor waiting tables while friends like Peter O’Toole had careers that were taking off into the stratosphere; he was requested to read for a theatrical Shakespeare production shepherded by Welles in Ireland, which would eventually evolve into Chimes at Midnight. The show was a hit in Belfast and a flop in Dublin, and Baxter memorably describes his disappointment with the phrase, “My future seemed nothing.” Welles, a student of transcending and surviving failure, comforted the young man, forging a mentor/protégé symbiosis that parallels Welles’s relationship with many of his young actors throughout the years. Beatrice, who plays a page in Chimes at Midnight, discusses her childhood with a legend, including caviar in Hong Kong and dinner with Pablo Picasso, while elaborating on Welles’s relationship with his wife, her mother, who was a crucial advisor to the artist and provided a stable home life for Beatrice wherever they were.

Welles biographer Simon Callow and film scholar Joseph McBride offer more intellectualized analysis. Callow particularly concentrates on the gradual origin of the film, how Shakespeare’s Falstaff was a lifelong obsession of Welles’s, and how this obsession probably parallels the auteur’s unresolved guilt over his troubled relationship with his alcoholic father, who died when Welles was 12. Callow also allows Shakespeare laymen to understand how striking Welles’s take on Falstaff is, as it’s invested with a decency and a pathos that refutes the more amoral “force of nature” interpretation that many, like Callow, have favored. McBride talks about meeting Welles, discovering the film as a barely known oddity playing in ramshackle theaters, and a few of the techniques that the artist used to ingeniously achieve production value with little money or resources, such as sprinkling aluminum dust in the gorgeous shafts of light that shine through the castle windows.

Rounding out the extras is a commentary by film scholar James Naremore, who offers wonderful detail on how Welles compressed and edited the Shakespeare plays that served as his source material. There’s also an archive interview with Welles on The Merv Griffin Show, in which the exhausted, seemingly melancholy director promotes Chimes at Midnight, as well as an essay by film scholar Michael Anderegg and the theatrical trailer.


A candidate for Blu-ray of the year, this revelatory restoration of Orson Welles’s ultimate masterpiece could play a significant role in the film’s subsequent place in cinema’s history.

Cast: Orson Welles, Keith Baxter, John Gielgud, Jeanne Moreau, Margaret Rutherford, Norman Rodway, Fernando Rey, Marina Vlady, Alan Webb, Walter Chiari, Michael Aldridge, Tony Beckley, Andrew Faulds, José Nieto, Ralph Richardson Director: Orson Welles Screenwriter: Orson Welles Distributor: The Criterion Collection Running Time: 116 min Rating: NR Year: 1966 Release Date: August 30, 2016 Buy: Video

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