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His face boasts a geological set of wrinkles, which fold seismically with each witticism or bold-faced lie he speaks. His body is impossible, too fat for any man to still be alive, yet there he is. Somehow both old as the hills and joyful as the sun, his greatest lie is the one he seems (almost) to believe: “My lord, I was born about three of the clock in the afternoon, with a white head and something a round belly.” Yet he pronounces the title of his movie with an unshakeable melancholy. This is Sir John Falstaff, comic creation of William Shakespeare’s Henry IV plays, and tragic hero of Orson Welles’s 1966 film Chimes at Midnight. The director of Citizen Kane embodies the fat and dissolute knight in one of film history’s most intriguing passion projects.

It’s not wrong to see Chimes At Midnight as a kind of capstone for Orson Welles’s career. He honed his adaptation of Shakespeare’s Henriad into his Falstaffiad with two (disastrous) stage productions, before shooting the film on a shoestring budget that he inveigled from various financiers (including one whom he scammed by claiming he was making an adaptation of Treasure Island rather than Shakespeare.) The rights to the film ended up in a complicated knot, making it very difficult to view legally—until now. The version I saw at New York City’s Film Forum foreshadows a Criterion Collection release of a restoration of Chimes at Midnight.

Despite its troubled history, the film is a cinematic gem. Every deep-focus black-and-white frame gives the sense of a medieval engraving. When the cracks in the façade show, they are nonetheless charming, like the obvious overdubbing of the French actress playing Lady Hotspur (Marina Vlady). And seeing the movie surrounded by a popcorn-munching crowd felt very right: this film is a great unseen blockbuster. Welles combines text from five Shakespeare plays into a thrilling two hours that somehow seem to contain every great Falstaff speech—and most of the other characters’ best moments. Certainly, not a single jab at Falstaff’s girth is excised, and the audience laughed hardest when Sir John playfully or ruefully calls attention to his own rotundity—as when he’s asked to put an ear to ground and shoots back “Have you any levers to lift me up again?”

A key part of Welles’s cinematic savvy is the elimination of soliloquy from the story. For the most part, the famous speeches are still there, but now they are spoken to an onscreen audience. Falstaff’s catechism on honor and his encomium on sack (sherry) are no longer directed solely to playgoers, but are rather warnings or celebrations he shares with his companion, the prodigal prince, Hal (Keith Baxter). Conversely, Prince Hal’s first soliloquy, in which he promises to “imitate the sun” and eventually throw off the “base contagious clouds” of Eastcheap so as to shine more gloriously, is delivered partly as a warning to Falstaff, hovering anxiously out-of-focus over Hal’s shoulder.

This change underscores Welles’s vision of Falstaff as a tragic hero. From the beginning, we know that he knows that his holiday must end—his days as the Prince’s playmate are numbered, and his heart will not hold up under that loss. But Falstaff fights against the gravity of this knowledge—and of course, he has plenty of experience fighting gravity.

And so Welles’s great task is to make us fall in love with Falstaff, as he has, so that his tragedy can devastate us more effectively. In this he is aided by that fact that making everyone fall in love with him is manifestly Falstaff’s goal too. Welles plays him as an aging showman, never more at home than when leaning across the table to tell you a tall tell you both know is baseless. He’s fully in his element when he’s setting up a play for the benefit of the adoring denizens of his disreputable haunt, the Boar’s Head Tavern. When Falstaff and Hal play-act a meeting between the Prince and his father, the whole crowd cheerily chimes in “Falstaff!” as the play-king rails against, “That abominable misleader of youth!”

Falstaff is far from the only comedic pole of the film—in fact, Hal’s rival and foil Hotspur, sometimes played as a dashing, formidable opponent, is something of a buffoon in Norman Rodway’s portrayal. Hotspur’s manly vigor takes a turn for the slapstick, as he takes pratfalls while condescending to his wife and leaps out of his bathtub enraged when he reads bad news in a letter, just in time to moon his military allies.

This unusual Hotspur makes John Gielgud’s King Henry IV seem an especially bad judge of character. The King wishes out loud that it could be proved that “some night-tripping fairy” had switched his son and young Hotspur at birth. He wants the prince to show the martial prowess of the rebel warrior Hotspur, but he doesn’t realize Hotspur’s machismo is just as absurd, if not more so, than Hal’s dissipation. At the battle of Shrewsbury, Hotspur hardly needs Hal’s help to be rendered “food for worms,” so cavalierly does he fling himself into combat. Welles cuts the King’s congratulations to his son after that victory, instead having Gielgud wordlessly step over Hotspur’s lifeless body and walk past a weary Hal.

In combining the plays, Welles elides various rebellions into one, so this battle must stand for all the bloody trouble of Henry IV’s reign. The film makes it count, with the battle of Shrewsbury beginning with knights being lifted by pulley onto horseback, and ending in a hellish killing-field of mud and blood. The quickly-cut violence of the battle creates the illusion of a cast of thousands and the impression of war as an ugly, undifferentiated slaughterhouse.

Falstaff at war is a parody of the other knights: too fat to be hoisted onto a horse, he spends the battle as a tubby suit of armor, waddling from tree to tree, justifying his mid-battle feint of death with “the better part of valor is discretion.” His pleas for peace are craven but sweet: right before battle is joined, he says, “I would it were bed-time Hal, and all well.” Welles presents the fat knight as an unlikely prophet, rebuking the absurd folly of war in his very shape—an inversion of the spindly Don Quixote, satirizing not knight-errantry but the brutality of the battlefield. England would be a more peaceful place if his example were heeded.

Like other great prophets of peace, Falstaff is headed for a fatal betrayal by a friend. His unlikely garden of Gethsemene realization comes when he intones “I am old, I am old” to whore Doll Tearsheet (Jeanne Moreau). He is part of the generation passing away: Welles cuts between King Henry IV dying in his drafty castle and Falstaff sitting morosely with the doddering Shallow and the melancholy Silence (not subtle naming on Shakespeare’s part). It is here that the title line of the film fits chronologically: but Welles chooses instead to flash-forward to this moment for the movie’s opening, so we hear Falstaff say, “We have heard the chimes at midnight, Master Shallow,” before we know just why thinking of his youthful escapades makes him so heavy-hearted.

And so, in the famous rejection scene, Welles proves again he’s an actor for the ages. Falstaff wades through a forest of spears and banners to see the former Prince gliding coolly by in royal robes, every inch a king. Falstaff calls in desperate hope “My King! My Jove!” And King Henry V responds, “I know thee not, old man.” Falstaff falls, heartbroken. But strange expressions creep across his face as the king pronounces his banishment. All along he knew his love could not truly be reciprocated; Hal must outgrow Falstaff and leave him forlorn. But is there a flicker of pride there, too? A rueful smile acknowledging that Hal has learned from him—After all, Hal is now delivering the type of bravura performance of kingliness that Falstaff would offer on the tables of the Boar’s Head Tavern.

It’s tempting to think Welles is play-acting his own passing here, lionizing even his obsolescence. But the film’s final shot suggests Welles’s Falstaff represent more than an overblown self-portrait. As his compatriots strain and huff to push Falstaff’s oversized coffin, a God-like voiceover (Ralph Richardson) shares text from Holinshed’s Chronicles, describing the reign of Henry V. Hal ascends to become legendary, or at least, to become the subject of History. With Falstaff, however, lies all that tremendous weight of the comedy and the tragedy of being human.

Alexi Sargeant is a junior fellow at First Things.

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