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Play Out the Play: Orson Welles’ Chimes at Midnight

Bursting with vertiginous momentum, Chimes at Midnight presents a wonderfully sociable anti-sociality.

Chimes at Midnight

Director: Orson Welles
Cast: Orson Welles, Keith Baxter, Jeanne Moreau, John Gielgud, Margaret Rutherford
Distributor: Criterion Collection
Year: 1966
Release date: 2016-08-30

It's impossible to overlook the deep connection Orson Welles had with Shakespeare’s ingratiatingly canny creation, Falstaff. Welles is not the only great artist to be fascinated, indeed haunted, by this mercurial creature (Verdi’s final opera comes to mind, as does what I consider to be Gus Van Sant’s only indispensable film, 1991's My Own Private Idaho) but he certainly is one of the few to have such a sustained relationship with the portly, gentle deceiver. Welles first assays the role of the misshapen knight at the tender age of 15 in a schoolboy production of his own, in which he combines excerpts from eight Shakespeare plays dealing with the War of the Roses.

A rotund, armored clown, Welles' Falstaff gambols across the field of battle like a pinball run amok.
He plays Falstaff again in another theatrical combination, the 1939 Five Kings (this time derived merely from the two Henry IV plays and Henry V, with some lines from elsewhere) when he was 24. Partly owing to a revolving stage that seems to have resulted in audience members getting shot by arrows in a regrettable moment that Welles thought impossible (he hired Harvard boys as extras and felt certain they would foresee the disaster), it was a dismal failure.

In 1960, at 45 years of age, Welles again revisits the role in yet another production of his own designing. This time it was the stage play Chimes at Midnight, primarily a version of Henry IV, Part I with some scenes from Part II (including the scene Welles thought to be the pivotal moment for Falstaff and Hal and one of Shakespeare’s finest moments -- we will return to it). He hired Keith Baxter to play the role of Prince Hal (we hear about the first meeting between these two in touching detail in an interview with Baxter included in the Criterion Collection’s new edition of the film).

This production, far more than was the case with Five Kings, centers on the relationship between Falstaff and Hal, and used the political turmoil as a foil for coming to grips with the contradictory nature of their entanglement. As Welles saw it, the Falstaff story was ultimately a kind of paternal love story. Hal reveres his actual father, King Henry IV, but he cannot love him insofar as he gained the throne through questionable and not entirely honorable means. Hal loves Falstaff but he cannot revere him, for he is little more than a thief, albeit a kind and loving one.

On the one hand, Hal has a father figure (his actual father) who is externally the symbol of honor and rectitude, but internally he is a deceiver, a liar, and a pretender. On the other hand, Hal has a father (a chosen one at that) who is externally a thief and deceiver but internally forthright, (well, in his wily manner of forthrightness) open, and congenial. One offers advancement and position, the other acceptance and fun.

The play was performed in Belfast and Dublin. It garnered decent reviews but no appreciable audience. In the end, Welles resorted to reading from Moby Dick and the works of Isak Dinesen and J.M. Synge just to fill the seats. Baxter was understandably distraught (he was not finding much success as an actor), but Welles consoled him by claiming that the stage production was simply a dress rehearsal for a film and that he would not make that film unless Baxter reprised his role as Hal. Perhaps fittingly, the 1960 portrayal of Falstaff was Welles’ last time on the theatrical stage.

Of course the filmed version was realized, but only through a Falstaffian bit of trickery. Always on the lookout for a reasonable and generous patron, Welles met Spanish film producer Emiliano Piedra in 1964. Piedra was not particularly interested in a Shakespearean project and encouraged Welles to make a film version of Treasure Island. Welles agreed as long as he could simultaneously realize his vision of a filmed Chimes at Midnight. He even proposed that they use the same sets for the two films. What was Mistress Quickly’s Boar’s Head Tavern in Chimes at Midnight would double as the Admiral Benbow Inn for Treasure Island.

When Baxter appeared for filming, Piedra welcomed him as “Dr. Livesly” (his supposed role in Treasure Island) much to his confusion. Welles went so far as to hire a ship to stand in for the Alicante and filmed the scene of its departure. Nonetheless, he never bothered to put together a script and never shot any further scenes. Once he had established his alibi, he set to work on the film he actually wanted to make.

Even with the deception, money was an issue for the film. Production was interrupted and the sound was very poorly recorded. Most of the on-set sound was totally unusable (poorly recorded, too close to industrial noise) and the post-production overdubbing (with Welles himself supplying the voices for certain characters aside from Falstaff) was rushed, not always perfectly synchronized, and of less than optimal quality. Indeed, the soundtrack has plagued the film since its release. The Criterion Collection’s edition improves things considerably; although it's still less than ideal, this is probably as good as it will get.

Chimes at Midnight premiered at the 1966 Cannes Film Festival and earned two awards, but it almost immediately received devastatingly negative reviews and the American distributor hardly endeavored to have it shown in the US. The film then largely disappeared from view. Critics began to come around. Roger Ebert even declared it to rank among Welles’ very best work, but owing to legal wranglings over the distribution rights, it was available only in bootleg copies -- further compounding the problems with the soundtrack and adding to it a poor rendering of the images.

The film became much discussed and little viewed. I remember finding a bootleg copy of the film about 20 years ago. It was like a Welles fanatic’s holy grail. The reproduction is wretched, but I marveled at what I could discern within it. All that is now rectified with the glorious print produced by the Criterion Collection. The film’s images are sharp and crisp, the music on the soundtrack is engaging and buoyant, the background repeated tolling of the bells cuts through to become the leitmotif of the film it was obviously supposed to be, and the voices come through mostly quite well -- especially, of course, Welles’ remarkable, resonant baritone.

Yes, the voices cut through, but even so (or perhaps because one can finally hear them as well as is to be expected) one realizes that Welles’ conception of the bard in this film (far more than is the case with his other two cinematic forays into Shakespeare: Macbeth and Othello) primarily resides in action and the visual rather than in language and the aural. Even with the soundtrack in the fine shape it's in, one lacking intimate familiarity with the dialogue of the plays may find it challenging to comprehend the words. It's not (or no longer) a matter of the quality of the recording, but rather the pace with which the lines are delivered, as well as the general swiftness of the overarching movement of the film.

Welles doesn't consistently allow sufficient space for complete absorption of Shakespeare’s language. Indeed, his approach suggests that he feels that, at least in this film, not all of the lines are intended for conceptual categorizing. Many of the lines don't need to be so much understood as felt. This is not, for the most part, the typical eloquently loquacious take on Shakespeare. Under Welles’ directorial control, the dialogue often becomes part of the movement. And this is a film that is blatantly obsessed with movement.

The actors and the camera are all caught up in a vertiginous, swirling momentum. To a certain extent, this serves to differentiate the two main spaces of the film (which seem, in a rather unlikely manner, to be right next door to each other): the court and the tavern. At court, movement, while still nearly constant, is measured and directed. There are processionals, gestures of obeisance, and posturing. These are movements that are intended to signify social status and power.

At the tavern, chaotic, miasmic flow reigns. In our first glimpse of Hal, he cavorts with various women, kissing and dancing with them at once and races up a staircase in pursuit of knowledge of Falstaff, intending, of course, to engage the latter in banter. But Hal is not the only one who seemingly cannot stand still. The tavern vibrates with activity -- not the motion of stately power but of anarchic, cathartic release. It's wonderfully sociable anti-sociality.

The climax of all this movement is Welles’ realization of a scene that is discussed but not entirely shown in Shakespeare’s play: the Battle of Shrewsbury. The scene is celebrated for its deft employment of montage technique and its unflinching willingness to undermine any pretension toward the “glory” of warfare. The fighting is petty and cruel and ugly. There's no gallantry here, no noble sacrifice, just mud and groans and wasteful death.

And yet there is comedy, as well. Falstaff’s crew are unable to hoist his heavily armored carcass onto his horse (the block and tackle they employ breaks under the strain of his girth) and our corpulent anti-hero spends the whole battle running from one hiding place to another, avoiding all skirmishing. It's some of Welles’ finest (and some of his only) physical comedy, made all the more hilarious by the fact that we cannot see his face behind his helmet. A rotund, armored clown, he gambols across the field of battle like a pinball run amok.

Certainly this intense focus on perpetual movement reduces the impact of much of the dialogue as language. Welles thereby reserves our focus on the language for those scenes he deems the most pivotal. At these moments, Shakespeare’s language shines forth with a resplendence often denied it by films that are more reverent with respect to the bard’s words. One such scene is the “play extempore” that Hal and Falstaff put on to imagine Hal’s impending conference with his kingly father. Anyone doubting Welles’ outsized talent as an actor need only watch this scene to disabuse herself of such misgivings and misconceptions.

Hal, pretending to be his father, heaps aspersion on the reputation and character of Falstaff: “Wherein [is he] worthy, but in nothing?” Welles’ Falstaff, registering the insult with a rich mixture of slight pain and blithe bemusement, plays his role as Hal by defending Falstaff far more sanguinely than the real Hal ever would. The charming pride combined with the profound need to be loved by his surrogate son beams from Welles’ face: “Banish plump Jack, and banish all the world.”

Hal famously replies, “I do, I will.” The authorities are now at the door in search of Falstaff on suspicion of robbery (he is guilty, of course). Falstaff, careless of his own imminent danger, beseeches Hal to “play out the play”. Falstaff and Hal face each other, a moment frozen in time. Hal has just confessed his intended betrayal, what he sees as the necessary forsaking of Falstaff. Falstaff won’t, indeed can’t, accept it.

The line “play out the play” becomes touchingly eloquent in this scene. Falstaff wants to continue in his self-defense but he also needs to believe that the blows he just received from his surrogate son were intended as play, that the barbs were in jest. Moreover, the line reveals the underlying core of Falstaff’s being -- and perhaps the reason that so many critics have seen Falstaff as a stand-in for Welles himself. For Falstaff, the play is the thing. The essence of life is ludic, play-centered. Nothing need be serious except for the fact that seriousness is to be strenuously avoided.

Falstaff steals not to become rich but because he cannot take riches (his own or those belonging to others) with any gravity. The purpose of money is a symbol for the purpose of life: to stay in circulation. This fits his constant attempts to pass himself off as youthful. Life is about movement, the free-flow of energy, the fluidity of liquor and sexual congress. It's about minor adventures with little consequence. Nothing that is said cannot be unsaid. Nothing that is done cannot be done again and again.

The necessary counterpoint to this scene (or better, the ultimate fruit it must bear) is toward the very end of the film when Hal has been crowned Henry V and Falstaff arrives to congratulate him, breaking protocol by addressing the new king in familiar terms, declaring his love, hoping the play will continue.

Of course, Hal repudiates him. He has to do so. A king must say things that cannot be unsaid. A properly kingly act happens once and then becomes a fact of life. Courtly life seeks to stifle anarchic circulation, to replace it with the ordered and measured flow of stately discretion. The way Welles plays this scene is a marvel -- both with respect to his acting in that moment and the manner in which he has built to that moment in his directing.

The camera focuses on Welles’ face, an impossible (because openly contradictory) mixture of irrevocable sadness and beaming, paternal pride. His surrogate son has learned a lesson that Falstaff never intended to teach, but he recognizes that it is the right lesson. He also recognizes that the play is over, and if the play is over than so is Falstaff. In that one moment, this boy that he has called his own has surpassed Falstaff’s expectations and set the seal on his life.

Seeing that face, cut deep with the ravages of a life riotously misspent, reminds one that Welles the director had created another leitmotif that ran throughout the film (a fleshy, corporeal counterpart to the incessant, disembodied ringing of the bells). Repeatedly the camera found its way to the framing of Falstaff’s reddened, besotted visage. We saw it in its full merriment during his self-defense and in its amused self-satisfaction in the recruitment scene.

We saw it in a more pensive mood in the very opening of the film when Falstaff sits before a fire with an old friend who is prating on about the times they have seen. The camera encroaches upon Welles’ face, granting it roughly two-thirds of the screen in an enormous close-up. Falstaff looks off into the distance. He accedes to his friend’s assertion, but where the friend revels in the past, Falstaff looks back with bittersweet nostalgia, a marker for how much he has lost. He intones, not unlike the bells to which he refers: “We have heard the chimes at midnight.”


The Criterion Collection has just released the first Blu Ray version of this remarkable film available to a US market. As is customary with Criterion, they have lavished the edition with several wonderful extras including new interviews with Keith Baxter (well worth savoring), Simon Callow (a Welles scholar), Joseph McBride (another scholar), and Beatrice Welles (his daughter who appears in the film as the page); an audio commentary by James Naremore; an interview with Welles that appeared on the Merv Griffin Show in 1965 while he was editing the film; the trailer; and a booklet essay by film scholar Michael Anderegg.


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