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Film / Chimes at Midnight

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"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 (also known as Falstaff) is a 1966 international co-production directed by and starring 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 Sir 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 apart from Hamlet.

The film was made on a piecemeal budget, shot on location in Spain using left-over sets from earlier productions (mainly El Cidnote ) 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.

The film's All-Star Cast includes Welles as Falstaff, John Gielgud as King Henry IV, Keith Baxter as Prince Hal, Margaret Rutherford as Mistress Quickly, Jeanne Moreau as Doll Tearsheet, Fernando Rey as the Earl of Worcester, Norman Rodway as Henry Hotspur, and Marina Vlady as Kate Percy.

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


  • Acrofatic: Jack Falstaff moves faster than you would expect for a man of his size. Welles of course had the benefit of not actually being that fat, but merely wearing layers of clothes, so he cheats to convey this.
  • 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. Welles makes his feelings towards Prince Hal purely fatherly and undersells some of his most ruthless and cold actions, such as dishonorably cutting the corpse of Hotspur.
  • 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.
  • Armor-Piercing Question: In one of their conversations, Falstaff asks Prince Hal the truth about their friendship, which Welles makes into one of these:
    Falstaff: "Dost thou think I'll fear thee as I fear thy father?"
  • 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. Of course this anachronism is there in the plays itself, so if it is not accurate to history, it is accurate to the source.
  • Author Avatar: Film historians and scholars generally see Falstaff and Prince Hal as both being stand-ins for Welles. Prince Hal is Young Orson who as a kid traveled with his itinerant father after his parents' divorce and the death of his beloved mother, and whose breaking with Falstaff is a reflection of how Welles felt guilty about not being there for his father at the time of his death, while old Falstaff is the older Orson Welles, the High-School Hustler who never grew up, who lives a nomadic bohemian existence scheming and schmoozing for his next adventure similar to Welles' own itinerant film productions.
  • 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. Far from a Coming-of-Age story about how a Prince devotes his duty to his crown, the play highlights fundamentally how exploitative and unequal Hal's friendship with Falstaff really is, with the former treating his adventures with the Fat Knight as Slumming It, and learning how to manipulate, lie and schmooze from the poor knight so that as King he can better project majesty to his subjects.
  • Disc-One Final Boss: Given how it combines both Henry IV Part 1 and 2, the rebellion led by Hotspur takes up the first half of the film. The true emotional center of the film is the relationship between Falstaff and Prince Hal.
  • Disc-One Final Dungeon: That Big Badass Battle Sequence that this movie is famous for? That takes place in the middle of the film.
  • 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.
  • Internal Homage: Mistress Quickly's funeral elegy of Falstaff is shot quite similar to Agnes Moorehead's monologue near the stove in The Magnificent Ambersons, complete with her sitting on the floor, back against the wall, and a close-up with her staring far away.
  • Happily Married: Hotspur and Lady Percy as in the play. Lady Kate can't keep her hands off her husband who she espies while he is in his bath.
  • 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".
  • Meaningful Rename: When Hal is named King Henry, he no longer has any use for Falstaff or anything else from his childhood.
  • 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.
  • Miles Gloriosus: Falstaff spends most of the Battle of Shrewsbury hiding in the bushes, but in the aftermath tries to make himself look like the great hero of the battle by stabbing Hotspur's corpse. Earlier, he and his circle rob some unarmed pilgrims, and on various retellings of the story, Falstaff makes the robbing raid sound like an epic battle against armed foes.
  • Pet the Dog: Before marching on France, King Henry V releases Falstaff and his friends, but of course Falstaff is dead to hear it, and most of his companions are poor, destitute, and lonely.
  • 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.
  • Stealth Pun: When Jeanne Moreau's Doll Tearsheet first meets Falstaff in private she calls out "Thou whoreson" but Moreau's prounciation of whoreson makes it sound like "Orson"
    Doll Tearsheet: You whoreson little valiant villain, you.
  • Title Drop: See the page quote. The dialogue is from Henry IV Part 2, though the exchange is from the play is:
    Falstaff: We have heard the chimes at midnight Master Shallow.
    Shallow: That we have, that we have, that we have, in faith Sir John we have; our watchword was hem, boys! Come let's to dimmer, come let's to dinner. Jesu, the days that we have seen. Come, come.
  • Trial by Combat: Hal offers this but the Percies decline.
  • War Is Hell: The Battle of Shrewsbury, shown here as a 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.