Chimes at Midnight (Blu-ray) Criterion Collection

“There are not three good men in England, and one of them is fat and grows old.”

When a fully-restored version of Orson Welles’ long-lost Chimes at Midnight appeared in theatres in early 2016, it marked the conclusion of a creative journey that had begun nearly a century earlier. In 1930, a 15-year-old Welles combined several Shakespeare plays to create a three-and-a-half-hour school play called The Winter of Our Discontent. The school decided that the play was much too long, and forced the ambitious young student to make dramatic cuts (perhaps the first of many creative compromises Welles would be forced to make over the course of his career).

In 1939, Welles staged Five Kings – an even longer version of the same basic concept – as part of the Mercury Theatre’s season. Welles played the role of Sir John Falstaff, who was the closest thing the play had to a central character. Alas, critics tore the work to bits, and the idea was set aside once again. Still, Welles fell deeper in love with the character of Falstaff over the years, calling him “Shakespeare’s greatest creation.” In 1960, he took yet another stab at his Shakespearean experiment: it was now called Chimes at Midnight, and Welles was still playing Falstaff (by this point, there was no one else he could have played: he had grown to Falstaffian proportions). The reviews were good, but ticket sales were not, so the play closed rather quickly.

Any other man might have let it go by that point, but Welles was determined to try once again. In 1964, he began pre-production on a film version of Chimes at Midnight. How did he manage to secure funding for the project? By telling a Falstaffian lie: he told producer Emiliano Piedra that he would also agree to direct an adaptation of Treasure Island, but had no intention of keeping his promise. The film was made, but the release was plagued by problems: the on-set and post-production sound (there’s quite a bit of dubbing) was poorly recorded due to budgetary restraints, many major critics (including The New York Times‘ Bosley Crowther) were dismissive of the movie, the film received a very small U.S. release and legal problems made the film very difficult to see in the decades that followed.

Now, at long last, the legal issues have been worked out, the sound has been dramatically improved, a proper nationwide theatrical release has been offered and the film has been given a fine home video release from Criterion. So, now that we can all see the movie the way it was meant to be seen: does it live up to the hype?

Yes. Yes, yes, yes. Chimes at Midnight is no mere long-lost curiosity, ambitious misfire or unfinished snapshot of what might have been. It’s a real-deal classic that ranks as one of the finest Shakespeare adaptations I’ve seen. It’s a little rough around the edges here and there – the remastered audio still sounds a little rough on occasion (I’d recommend viewing the film with the subtitles on the first time through) and a couple of minor supporting performances feel amateurish – but overall, it’s an incredibly satisfying work that remains more or less faithful to the spirit of Shakespeare’s work while making bold structural alterations.

The early versions of this long-gestating project were a sweeping overview of multiple plays. By the time the film version was made, the project had more or less become the Falstaff story, with Prince Hal (Keith Baxter, Killing Time), King Henry IV (John Gielgud, Arthur) and other Shakespearean leads given prominent supporting roles. In this film, the grand historical battles and dramatic political developments are merely a backdrop for the story of a single person: a beautiful, lumbering trainwreck of a man who carouses his way through life and tries to avoid seriously contemplating his failings.

Like the assorted plays (Henry IV Part I and II, Henry V, The Merry Wives of Windsor and Richard II) it’s based on, Chimes at Midnight covers an abundance of subjects and thematic ideas. However, the film is fundamentally an examination of friendship: the things that bring people together, the things that keep them together and the things that drive them apart. Falstaff and Prince Hal are very different people, but united by their fondness for hedonism, their lack of character and their failure to live up to their potential. They’re able to simultaneously mock and enable each other, though the ever-changing world constantly threatens to throw a wrench into their relationship. As the film proceeds, it becomes increasingly clear that the prince will eventually have to accept the responsibility that comes with his position, but is he capable of it?

Falstaff is a massive bear of a man, but Welles repeatedly finds clever ways to visually suggest that the character is a small figure in a big world. Sir John may lord over the Boar’s Head Tavern like a king, but elsewhere is firmly reminded of where he stands. One of the most striking examples of this comes in the film’s big battle sequence (a stunning setpiece that boasts some ahead-of-their-time editing techniques): while large armies collide, the camera occasionally cuts away to Falstaff, fumbling around in his armor and impotently waving his sword around while trying to remain on the sidelines.

Some measure of selective editing is usually required when adapting Shakespeare for film, but what Welles does in Chimes at Midnight is far more complicated than merely condensing the handful of plays he’s working from. He not only re-arranges the order in which scenes appear, but re-arranges the dialogue within the scene: on numerous occasions, a line from one play will be slipped right into a scene from another. The end result doesn’t feel like a CliffsNotes version of Shakespeare, but rather like a great lost work: Falstaff was always a terrific character, but the film makes us consider him in a new light by making him a tragic lead rather than comic relief (though he’s still very funny).

Save for those aforementioned minor supporting players, the supporting cast is generally very strong. Casting Gielgud – one of the all-time great Shakespearean actors on stage and screen – is a particularly smart move. Gielgud handles Henry IV’s eloquent speeches marvelously, of course, but he also brings a classical pomposity that contrasts quite effectively with Prince Hal’s looser, more modern style of acting. Meanwhile, Baxter subtly allows his performance to become more rigid as he approaches his destiny as the next king.

While Falstaff is one of several roles that found Welles using his considerable size to memorable effect (Touch of Evil and The Long, Hot Summer also come to mind), there’s something in this performance I haven’t really seen from him anywhere else: a real sense of sweetness. It’s no surprise that Welles aces the scenes of boisterous rabble-rousing, but there are quiet moments when you see genuine warmth, kindness and tenderness. During his final few scenes, Welles captures a sense of vulnerability so real and affecting that the movie is suddenly elevated to a whole new level of greatness. Welles certainly seemed pleased with his own work: “If I wanted to get into heaven on the basis of one movie, that’s the one I would offer up.” It’s an understandable position: this is one of the great Shakespeare movies, and a striking reminder of Welles’ genius as both an actor and a director.

Chimes at Midnight (Blu-ray) Criterion offers an excellent 1080p/1.66:1 transfer. While the film shows its age at times, detail is generally quite strong and there are very few scratches, flecks or bits of dirt and grime. Depth is strong, too, allowing viewers to fully appreciate the rich imagery Welles serves up. The LPCM 1.0 Mono track has plenty of weaknesses – dialogue can be very soft or muffled at times – but it’s important to note that this is a result of the way the film was originally recorded, and it sounds vastly better than it ever has. Supplements include an audio commentary with film scholar James Naremore, interviews with actor Keith Baxter (29 minutes), Welles’ daughter Beatrice (14 minutes), actor/film scholar Simon Callow (31 minutes) and film historian Joseph McBride (26 minutes), an 1965 archival interview with Welles from The Merv Griffin Show, a trailer and a booklet featuring an essay by film scholar Michael Anderegg.

At long last, Chimes at Midnight has the home video release it deserves. Highly recommended.

Not guilty.


Chimes at Midnight (Blu-ray), Criterion, 115 minutes, Not Rated (1965)

VIDEO: 1.66:1, 1080p / AUDIO: LPCM 1.0 Mono (English)


EXTRAS: Commentary, Interviews, Trailer, Booklet



  • Rich, imaginative take on multiple Shakespeare plays
  • Strong, inventive direction
  • Terrific Welles performance
  • Groundbreaking battle sequence


  • Audio is still hit-and-miss
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