When we consider the indignities Chimes at Midnight has suffered over the years—released in the U.S. in 1967 to a dismissive New York Times review, dropping out of sight for long stretches of time because of uncertainties over rights, emerging sporadically in pirated versions made from beat-up 16 mm prints and almost always in the wrong aspect ratio—it is remarkable that Orson Welles’s film has come to be properly appreciated as the undoubted masterpiece it is, worthy to stand next to Citizen Kane (1941), and even in some ways surpassing it. Brilliantly adapted from several of Shakespeare’s history plays—principally Henry IV, Part I and Part II—Chimes at Midnight combines elements of Welles’s characteristic “long-take,” moving camera style (most recently evident in 1958’s Touch of Evil and 1962’s The Trial) with, in the remarkable battle sequence especially, a dynamic and complex use of montage. The result is a film that, while epic in scope, is at the same time intimate and lyrical in mood and tone.

When he made Chimes at Midnight, Welles was at a low ebb in his career. In self-imposed exile, he had been working mainly in Europe since the late 1940s, with only occasional forays, primarily as an actor, into Hollywood. The burden of having made one of the most remarkable films in Hollywood history, Citizen Kane, his first time out, was one that Welles could never quite escape, especially as that film was followed by projects that more or less guaranteed that he would never be a highly commercial filmmaker, but it did free him to become essentially an independent actor/director for much of the rest of his working life. Both in Hollywood and in Europe, he began turning his filmmaking attention and energies to Shakespeare, among other projects, making an experimental Macbeth (1948) in America at Republic Pictures (known chiefly for low-budget westerns) and, without institutional backing, a strikingly shot Othello (1952) in Italy and North Africa. Filmed in Spain with an international cast, Chimes is in several ways typical of Welles’s European projects: the budget was never quite adequate and the money had to be patched together from a number of sources; he was forced to employ subterfuges of various kinds, including agreeing to film Treasure Island simultaneously with Chimes, employing some of the same sets and much of the same cast—something he forgot to mention to certain actors. (The second film, in any case, was never made.)

As much as Chimes at Midnight is first and foremost a filmmaker’s film, it represents as well a summary of Welles’s lifelong involvement with theater, and especially his love affair with Shakespeare. If we consider only the sources and inspiration for Chimes, we find the fifteen-year-old schoolboy Welles mounting his own mash-up of Shakespeare’s War of the Roses cycle (Richard II, the two parts of Henry IV, Henry V, the three parts of Henry VI, and Richard III), in which he acted, with youthful hubris, both Richard III and Falstaff. Less than a decade later, following his notorious “voodoo” Macbeth in Harlem (1936) and his modern-dress production Caesar on Broadway (1937), he directed, constructed the script for, and—at the age of twenty-four—once again acted Falstaff in an ambitious production he titled Five Kings, adapted primarily from Henry IV, Part I and Part II, and Henry V, with occasional lines from Richard II and Shakespeare’s nonhistorical Falstaff play, The Merry Wives of Windsor (the other two kings were reserved for a projected sequel). Five Kings, in any event, was an ambitious failure. The play’s set, mounted on a giant turntable, was a logistical nightmare, and that and other problems resulted in the project’s being abandoned on the road. Although the critics were generally harsh, one Washington, D.C., reviewer caught something of Welles’s intentions: “The mobility of the setting and the movement of the characters has been devised in such a way that the effect is one of continuous action and dialogue with a revolutionary blending of scenes”—in short, a “motion-picture technique.”

Those last words were prophetic, as Welles, by this time, was involved in negotiations with Hollywood studios that, after a number of false starts, would lead to Citizen Kane in 1941. Another twenty years on, Welles returned to Falstaff with a theater production called Chimes at Midnight (1960), presented briefly in Belfast and Dublin. As with Five Kings, Henry IV, Part I, provided the structure, with scenes from Part II and lines from other plays—Richard II, Henry V, The Merry Wives of Windsor—incorporated (as well as, for the narration, one of Shakespeare’s sources, Holinshed’s Chronicles). Welles played the tragicomic Falstaff, and he cast the young actor Keith Baxter as Hal, the prince who grows from something of a juvenile delinquent to a once and future great king. Baxter would be the only key performer, apart from Welles himself (now forty-five years old), to also appear in the film. The production, a critical success but a financial disappointment, inspired Welles to once again tackle the story less than four years later, this time on film.

As he had for Five Kings and the stage version of Chimes, Welles compresses and reshapes Shakespeare’s story of a prince’s coming-of-age into a single plotline in the film, doing away with the repetition found in the two Henry IV plays and shifting scenes and parts of scenes around at his convenience. Both in Shakespeare’s plays and in the film, Prince Hal must ultimately choose between two “fathers,” one his real father, the king, who is at war with powerful, disenchanted subjects; the other, a false father, Sir John Falstaff, a larger-than-life (in every way), comically engaging embodiment of irresponsibility. Welles departs from Shakespeare in underplaying the historical themes to focus on the Hal-Falstaff relationship, one tempered throughout by a mutual awareness that the son will finally reject the false in favor of the real father. The mise-en-scène underlines Hal’s conflicted attitude toward his father’s court and Falstaff’s tavern world, two spaces that, in the film, appear to be virtually next to each other. When, early in the film, Hal makes clear to Falstaff that he will cast him off in the end (in Shakespeare, this is a soliloquy), we see the castle behind him in the near distance, incongruously sharing the reverse shot of Falstaff outside the London tavern.

In a partly self-referential gesture—he was always struggling with his weight—Welles goes out of his way throughout the film to emphasize Falstaff’s sheer mass, his huge figure often dominating the frame. Although Falstaff is initially seen, in the brief precredits sequence, as a small figure in the depth of the landscape, a series of shots brings him closer and closer to the camera until his head alone fills over two-thirds of the image, leaving what remains to his companion, Shallow. In the scene where he pretends to be the king, it takes two men and a boy to lift him onto his makeshift throne. Before the Battle of Shrewsbury, Falstaff’s followers valiantly attempt to raise him to his saddle with block and tackle, only to drop his armor-encased body to the ground. The Boar’s Head tavern is constructed and framed by Welles’s camera in such a way that stairways and corridors seem too narrow for his passage. In the Gadshill robbery episode, Falstaff’s monk’s robe transforms him into a huge white tent that sharply contrasts with the thin black trees that surround him. Falstaff’s girth is a running joke in Shakespeare, but Welles goes out of his way to elaborate on the theme; he seems intent on suggesting the extent to which Falstaff’s world is physical, corporeal, of the flesh, his relationships expressed in predominantly tactile ways, his rotund figure giving others, especially Hal and Doll Tearsheet, something to grasp, to hold on to, or—in Doll’s case—to climb onto.

Welles’s star performance as Falstaff is one of his finest, tempering an unfettered exuberance with touching vulnerability, his facial expressions and the modulations of his voice projecting a cunning watchfulness at one moment and an openness to all of life’s possibilities the next. Complementing Welles, John Gielgud’s King Henry and Baxter’s Hal are each delineated with great sensitivity: Gielgud simultaneously forceful and majestic but deeply wounded by his son’s behavior, Baxter clearly fond of Falstaff but keeping an ironic eye on the main chance. In smaller roles, Margaret Rutherford drolly gives us the essence of Mistress Quickly and Norman Rodway provides humor as well as fatuousness to the character of Hotspur. To these one should add Alan Webb’s Justice Shallow and Jeanne Moreau’s Doll Tearsheet, as well as Ralph Richardson’s finely pitched narration. In casting Gielgud and Richardson (who had himself played a notably “wise and intelligent” Falstaff at the Old Vic in 1945), Welles pays homage to the great British tradition of Shakespearean acting.

While a good part of Shakespeare’s historical concerns is to some extent repressed in Welles’s film, history returns with a vengeance in the extraordinary Battle of Shrewsbury sequence, “a privileged moment,” as James Naremore has noted, “in which the director frees himself almost entirely from a theatrical text so that he may present a sustained wordless action that is nevertheless worthy of Shakespeare’s poetry.” The five-minute-plus sequence is a brilliant montage of over two hundred often extremely brief and varied shots, taken at times with a handheld camera, at times with wide-angle lenses, and with slow-motion and fast-motion effects throughout. Beginning with the relative formality of horsemen coming at each other from several directions, rapid camera movement and quick pans soon contribute to a sense of chaos and confusion, while simultaneously allowing Welles to disguise the relative poverty of the human and other materials at his disposal. He once described what he did in the editing of this sequence as being to “intercut the shots . . . so that every cut seemed to be a blow, a counterblow, a blow received, a blow returned,” but the final effect is more subtle, less mechanical than his words imply. The soundtrack combines haunting vocal and instrumental music with grunts, cries, and screams, with the clash of sword against sword, armor against armor. Through it all are interspersed images of the fully armored Falstaff, looking like an armadillo on two legs, alternately hiding and running away from the action. Inspired in part by, but going beyond, similarly constructed battle sequences from Eisenstein’s Alexander Nevsky and Laurence Olivier’s Henry V, Welles shows war at its most brutal and unheroic—“muddy, messy, bloody, at times farcical, but ultimately tragic,” in the words of Welles biographer and actor Simon Callow.

As masterly as is the wedding of sound and image in the battle sequence and elsewhere, one effect of a relatively modest budget and an international cast is that Welles shot the film, for the most part, silent, and added the sound later. Indeed, Baxter, perhaps exaggerating, remembered years later that “there isn’t a word of the film that was shot in direct sound.” In another interview, Baxter recalls that location filming near an industrial truck depot and other Spanish sites often meant that the background noise was impossible to eliminate from the soundtrack—hence the necessity of post-dubbing. When the dialogue was redone, several actors were unavailable, and Welles, in part to save money, did the “looping” himself. Some of the lab work, furthermore, was inadequate, the first reel being slightly out of sync. The real issue here, in any case, is Welles’s stylistic choices and how these affect the way we receive the sounds and images of the film. In some shots, for example, the actors deliver their lines as they, or the camera, or both, are in rapid motion. “Most directors either move the actors or move the camera,” Baxter notes. “Orson would move both at the same time, and that is tricky.” Furthermore, Welles constructs jarring editing patterns that easily distract from the spoken word. Biographers and critics (myself included) have at times exaggerated the problems with the soundtrack, their judgments influenced by the source materials available; some prints, as well as both analog and digital copies of various kinds, are better than others. Up to now, there has never been a commercially available version of Chimes at Midnight that could be called in any way definitive. At last we have one, providing proof that the soundtrack is far less problematic than was once thought and allowing us to enjoy and appreciate Welles’s film in its full audiovisual splendor.