Film / Chimes at Midnight
"Banish plump Jack, and banish all the world."

Shallow: Gesu, the days that we have seen.
Sir John Falstaff: We have heard the chimes at midnight, Master Shallow.

Chimes at Midnight is a 1966 international co-production by Orson Welles.

It is an adaptation of William Shakespeare's Henriad - Richard II, Henry IV (Parts I and II) and Henry V with some scenes borrowed from The Merry Wives of Windsor and an opening narration (by Ralph Richardson) that features excerpts from Raphael Holinshed's chronicles. The film manages to blend this stew by centering the action not on the Kings and their Enemies but instead, around Sir John Falstaff who as Orson Welles noted had more lines of dialogue than any Shakespeare character aside from Hamlet.

The film was made on a piecemeal budget, shot on location in Spain using left-over sets from earlier productions and was made as and when money came. Despite these conditions, however the film became celebrated in its day and afterwards for being the most cinematic Shakespeare attempted at the time, with its broad compositions, use of natural surroundings and most famously for its enactment of the Battle of Shrewsbury, which went on to inspire Kenneth Branagh's similarly revisionist Henry V adaptation, as well as Braveheart and Saving Private Ryan.

In addition to this the film had an All-Star cast with John Gielgud as King Henry IV, Keith Baxter as Prince Hal, Welles as Falstaff, Margaret Rutherford as Mistress Quickly, Jeanne Moreau as Doll Tearsheet, Fernando Rey as Earl of Worcester and Norman Rodway as Henry Hotspur.

Orson Welles described Falstaff as "the only good man in all of Shakespeare" and regarded the film along with The Trial as personal favorites.


  • Adaptational Angst Upgrade: Orson Welles made Falstaff less comical and jovial and more serious in the film, making Falstaff a quieter, more tragic man emphasizing his old age with the make-up and performance.
  • Adaptational Heroism: Sir John Falstaff is given this.
  • Adaptational Villainy: Prince Hal/Henry V is regarded this way in this film, rather than a Coming of Age story of a wayward Young Prince who finally sees the wisdom in his father's words, Prince Hal is shown as a two-faced cold-hearted Machiavellian schemer who is using Falstaff rather than the other way around.
  • Antagonist in Mourning: "Fare thee well, brave heart," says Hal after killing Henry Percy in combat.
  • Artistic License History: Much like in Laurence Olivier's Henry V, the Battle of Shrewsbury sequence shows armoured knights being hoisted into the saddle with rope pulleys. This has no basis in history - real plate armour does not significantly impede movement; knights would have mounted their horses the normal way - but works well as a cinematic effect.
  • Big Badass Battle Sequence: The Battle of Shrewsbury sequence is still one of the greatest ever seen in film history, with its ragged editing and gritty fighting showing how medieval combat actually looked and felt like in a way nobody had seen at the time.
  • Conscription: Jack Falstaff oversees the recruitment of several peasants into Prince Hal's army on the eve of the Battle of Shrewsbury. He is rather cynical and regretful about the process, noting that it amounts to tricking people into dying for a cause.
  • Deconstruction: Of Shakespeare's History plays which were intended as propaganda for the Tudor rulers. By making Falstaff the center of gravity, Welles brings the subtext of those plays into greater relief mocking the foundations and assumptions of royalty and kingship.
  • Downer Ending: The shift of perspective to Falstaff turns Shakespeare's story into this, as poor Jack is rejected by the man that he loved like a son, and dies shortly thereafter.
  • End of an Age: In Welles view, the conflict is between "Merrie England" represented by Falstaff and his rogues and the Renaissance Machiavellianism embodied by the likes of Prince Hal who will civilize and nationalize England. Mistress Quickly notes that Falstaff is in "Arthur's bosom".
  • Et Tu, Brute?: Another example from an adaptation of the Trope Namer, but six words destroys everything:
    Prince Hal: I know thee not, old man.
  • Freudian Excuse: Prince Hal is essentially forced to choose between two father figures, the King or the Fat Knight.
  • Hitler Cam: One of Orson Welles' favorite tropes, used many times in this film, like when Percy comes back to the camp to tell Hotspur that Henry IV has denied them parley, or when Falstaff gets excited upon hearing that Hal has succeeded to the throne.
  • Kick the Dog: Upon becoming King, Prince Hal demonstrates his newfound maturity by ordering the arrest without trial of all his former friends and associates including Falstaff.
  • Lovable Coward: Jack Falstaff, who famously argues that the "better part of valour is in discretion".
  • Mildly Military: The ragged band of misfits, including a lady's tailor and a guy with a cough, that Falstaff assembles when he has to go march in support of King Henry.
  • Pet the Dog: Before marching on France, King Henry V releases Falstaff and his friends.
  • Royal "We": Here significant as it helps underline cheerful Hal's transformation into the cold, distant Henry V.
  • Shadow Archetype: Prince Hal and Henry "Hotspur" Percy.
  • Title Drop: See the page quote. The dialogue is from Henry IV Part 2.
  • Trial by Combat: Hal offers this but the Percies decline.
  • War Is Hell: The Battle of Shrewsbury, shown here as a petty and brutal conflict that drives common men to die for a petty cause, which includes conscripting several young men who can't fight into the King's army.
  • Why Are You Not My Son?: King Henry IV wonders this about Hotspur, who is very much what he expects from Prince Hal.