Chimes At Midnight (1967)

Chimes at Midnight (1967) 

*originally published on The News Hub

Chimes at Midnight is available to watch on FilmStruck

“Banish Plump Jack, and banish all the world.” –Henry IV Part 1, Act II, Scene IV.


The stage empties, leaving a solitary figure at the center. The pomp of a king’s coronation ended, the shadows of the castle lengthen and the chimes ring out midnight. The figure is a large man, photographed throughout the film from low angles so that he looms, dominates the screen. Now he’s suddenly dwarfed by the architecture that surrounds him. The grin that always adorned his face might still be there, but we cannot see it as he limps out of sight into the graceful shadows. The chimes sound and the stage is vacated.

We don’t see Jack Falstaff again. The next we hear of him he has died, a huge black coffin replacing the bluff, boisterous clown who forms the gravitational center of Orson Welles’s magnificent Shakespeare adaptation Chimes at Midnight.

Chimes at Midnight was a Wellesian dream finally realized as a Spanish-Swiss co-production. Populated with some recognizable actors, including the overwhelming persona of Welles himself, it is nonetheless an oddity, an amalgam of Shakespeare that takes on different proportions as it places Falstaff in the center and removes some of the extraneous details. The film combines scenes, events, and dialogue from Richard II, Henry IV Parts 1 and 2, The Merry Wives of Windsor, and even a bit of Henry V, all held together by voiceover narration from Holinshed’s Chronicles (spoken by Ralph Richardson, no less) that bridges the gaps in the narrative and forms a fascinating counterpoint to the down and dirty experience of war.

Those who are unfamiliar with the original Shakespeare plays might find some of Chimes at Midnight a bit difficult to understand – the story begins long after the deposal of Richard II by Henry Bolingbroke, who becomes King Henry IV (John Gielgud). Henry in turn faces a rebellion by the Mortimer family and their acolytes – the reasons behind this are somewhat obscure if one hasn’t seen or read the original plays, as Welles eliminates all but the most salient details. The point is that there’s a rebellion, led in part by the hotheaded Henry Percy, better known as Hotspur (Norman Rodway). While the King wrestles with a rising danger to his regime, he has a similar concern with the behavior of his eldest son and heir Prince Hal (Keith Baxter), who spends most of his time hanging out at the Boar’s Head Inn in the company of a gang of ne’er-do-wells and thieves, headed by Sir John Falstaff (Orson Welles).

Henry’s guilt at deposing Richard II underscores the scenes at court, as the King becomes increasingly convinced that he’s being punished for his crimes against Richard in the rise of rebellion and the apparent waywardness of Prince Hal. But Chimes at Midnight is not concerned with the affairs of state and kingship. Shakespeare uses the halls of power as a balancing counterpoint to the world of the inn, giving as much time to the aristocratic concerns as he does to that of the underclasses. Welles uses kingship as a point of contrast, not a central argument. The affairs of the mighty only concern him insofar as they affect the affairs of the common. Falstaff is king here, not Henry, and the film is more about his tragedy than it is about Prince Hal’s ascension to the throne. This element plays out in the numerous parodies of King Henry, as Hal, his friend Poins (Tony Beckley), and Falstaff all imitate the King, striking a parodic note against John Gielgud himself in their vocal mimicry.

Yet Welles does not allow King Henry to be a mere foil for his satire – Gielgud gets one of the most striking speeches in the play. As the King nears death, his face framed in a tight close-up, he holds the camera, the screen, and the audience captive, his elongated, mellifluous tones striking a note of seriousness and sorrow that was missing in the earlier parodies. In contrast to the fast, pattering speeches of Falstaff, Henry’s speech is sonorous and moving, a portrait of a man who believes all he worked and fought for will be lost. Gielgud is physically and verbally the opposite of Welles – thin and angular, he seems to meld with the arches and huge halls of the court, his physicality bound up in the world he occupies. He is the quintessential Shakespearean actor, and his voice carries all the weight of tragedy. Henry will get what he wants – the proof of his son’s nobility – too late for real reconciliation. Like Falstaff, he believes the child he loves has abandoned him; like Falstaff, he will lose his kingdom in death.


In focusing on the inhabitants of the inn rather than the concerns of state, Welles draws out one of the plays’ central arguments about the experience of the people under a state of war. Falstaff is a rogue, and not always a lovable one – he owes money to his long-suffering landlady Mistress Quickly (Margaret Rutherford), and occasionally indulges himself by holding up people in the forest. Prince Hal participates in his roguery, however, and the film draws out the fact that while Hal might be doing this for a lark, Falstaff and his company do it for their livelihood. When Falstaff is charged with recruiting men for the king’s next war, he does so by taking every man who can stand up, and then pocketing money for releasing them. In the plays, this carries extra villainy because the viewer has been privy to King Henry’s fears about his own deposal – thus we are invested in whether or not the King wins the war. Not so with Chimes at Midnight – the audience barely understands the reasons behind Henry’s war, and so we’re in much the same position as the commoners who will fight it.

The film’s major set piece occurs during the Battle of Shrewsbury, where the forces of Henry IV and the rebels finally cross swords. Welles takes his initial visual cues from Laurence Olivier’s Henry V in the lead up to war. As with Olivier’s film, the heroes lead a cavalry charge across an open field, pounding hooves that lead to a rattling crash of sword. But there Chimes at Midnight sheds any pretensions to triumphalism. The battle, filmed in black and white and at close quarter, is intense and violent and, most importantly, confused. As men writhe on the ground and horses trample the earth into mud, it’s nearly impossible to tell who is fighting for whom. The battle’s origins are obscure – in fact, the whole battle is fought on a lie, as Hal’s challenge to single combat with Hotspur is ignored by the leader of the Mortimer’s. In the background, Falstaff – comically huge in his oversized armor – runs back and forth, hiding behind trees and bushes and generally trying to keep out of the way until he can steal some glory for himself. Yet he seems to be the only sensible man on the field, gamely trying to keep himself alive rather than fulfill a code of honor.

The dialogue between honor and cowardice plays out in the persons of Falstaff/King Henry and Hal/Hotspur. Falstaff may be a coward, but he’s a live coward – unconcerned with honor, except that which he can steal from others, he comments on the war around him with the full recognition that it is a battle between aristocratic forces. The common people don’t much care if Richard, Henry, or Mortimer is King, yet it is their lives that pay the price. As Hotspur and Hal finally meet, Falstaff lingers in the background – cheering on young Hal not as a knight to his king, but as a father to his son. It is Falstaff, not King Henry, who witnesses Hal’s triumph; Falstaff who calls Hal ‘my boy,’ pas proud as a father can be. Hal achieves far more recognition from Falstaff than he ever does from his biological father, who views his antics with shame.


Just as the people of the inn parody the people of the court, Falstaff and King Henry become two sides of the same coin. Both old and exhausted by their pasts, Henry finds himself at the end of his life, fearful that England and his house will fall once he has died. Falstaff consistently begs to be remembered, to be advanced because of his loyalty to young Hal – in his memorable line, he tells Hal that to banish Plump Jack is to banish all the world, as though he encompasses all. Of course, this is exactly what Hal does, as both father and surrogate father pass on. As Hal ascends the throne to take his rightful place, he fulfills his promise to a deceased father, and rejects the father who, for all his failings, supported and guided him. One war begets another, as Henry V goes off to fight France for the honor of his house, to prove that he is not a weak or idle king. Falstaff is left behind, dwarfed by the world that rages around him, too old to be of any more use. Where he has been consistently represented as larger than life, his enormous belly, roaring voice, and broad grinning face photographed in stark, at times terrifying proximity in the deepest focus, he now becomes a tiny, almost insignificant figure, an old man, like King Henry, superseded by the boy he loved. His death, and not King Henry’s, marks the end of the story – plump Jack has been banished, and so the whole world.

Welles achieves a remarkable feat with Chimes at Midnight – by cutting and rearranging Shakespeare, he manages to create a new independent work of art that nonetheless remains true to the Bard’s original. He has not removed the multiple meanings of Shakespeare’s plays but highlighted them, giving the work new depth and new meaning. Chimes at Midnight is a unique achievement that few filmmakers have ever equaled.

Author: Lauren

Lauren Humphries-Brooks is a writer, editor, and media journalist. She holds a Master’s degree in Cinema Studies from New York University, and in Creative Writing from the University of Edinburgh. She regularly contributes to film and pop culture websites, and has written extensively on Classical Hollywood, British horror films, and the sci-fi, fantasy, and horror genres. She currently works as a freelance copyeditor and proofreader.

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