Orson Welles’s self-proclaimed greatest film may also be his most personal.

Citizen Kane has long been considered Orson Welles’s finest achievement. The first modern film, Kane has amassed an undisputed reputation as one of the greatest films ever made since its release in 1941. But the film’s auteur (and amateur) director never understood the high praise the film received.“I didn’t know what you couldn’t do,” said Welles in a 1960 interview in Paris. “I didn’t set out to invent anything.” Welles would not direct the film he would consider his masterpiece until 1966 with the little known and, up until now, rarely seen Shakespearean epic, CHIMES AT MIDNIGHT.

(WARNING: Spoilers ahead for Chimes at Midnight.)

The film opens on a kingdom in turmoil: King Henry IV has killed Richard II to ascend the throne, and the true heir Edmund Mortimer, has been locked away in prison. When Mortimer’s cousins Worchester, Northumberland, and the noble knight Hotspur demand Mortimer’s rescue, the king refuses and the cousins hatch a plot to overthrow him. Much to the king’s dismay, his own son and heir, Prince Hal, has fallen into a life of mischief and petty crime by the influence of “ that bolting-hutch of beastliness, that swollen parcel of dropsies, that vile misleader of youth”, Sir John Falstaff.

Orson Welles as Falstaff.

Welles believed that Falstaff was Shakespeare’s greatest creation, and he fostered a lifelong fascination with the supporting player he referred to as the “most unusual figure in fiction in that he is almost entirely a good man”. He developed the story for CHIMES AT MIDNIGHT by using plot elements from five of Shakespeare’s plays: Henry IV, Parts I and II, Richard II and Henry V, with dialogue from The Merry Wives of Windsor. His 1939 Mercury Theater stage production of the story, then titled Five Kings, was a disaster when the massive rotating stage Welles built to change sets quickly broke down mid-performance. Welles’s final on-stage performance ever would be a 1960 production of Chimes at Midnight in Dublin with co-star Keith Baxter, who reprises his role as Hal in the film that Welles admitted the stage productions were always in rehearsal for.

CHIMES AT MIDNIGHT places Falstaff as the central character. He has taken the young Prince Hal under his wing and raised him by mischief and petty crime to see the true character of the people he will someday rule — the lowly people of the villages and the farm country that Hal’s father has overlooked. But while Hal may appear a reluctant heir in Falstaff’s eyes, Hal openly voices his allegiance to the throne and his plans to betray Falstaff and others like him for their loathsome ways and influence. Falstaff is simply too kindhearted to believe such betrayal to ever be possible.

For Welles, Falstaff represented the innocence of Merry Old England, and the valiant virtue of Camelot. The film reveals Falstaff as a man unsuited for the encroaching modern world that Hal comes to represent.

Welles: “Innocence is what Falstaff is. He is a kind of refugee from that world, and he has to live by his wits. He has to be funny. He hasn’t a place to sleep if he doesn’t get a laugh from his patron. So it’s a rough modern world that he’s living in…”

Falstaff plays the king

Falstaff hosts a play at the Boar’s Head Tavern between himself and Hal to prove that he can stand virtuous before the king. The tavern maidens and patrons hoist Falstaff’s massive bulk to a chair set atop a banquet table that will act as his throne. Wearing a pot on his head for a crown, he plays the part of the king, and decrees that Falstaff’s wisdom is invaluable to the young heir. When it is Hal’s turn to wear the pot, he reaffirms that Falstaff will be banished, even after Falstaff pleads his case:

FALSTAFF: “If sack and sugar be a fault then God help the wicked! If to be merry and old be a sin, then many a old host I know is damned… but for sweet Jack Falstaff, true Jack Falstaff, kind Jack Falstaff, VALIANT JACK FALSTAFF! — and he is therefore more valiant being as he is old Jack Falstaff, banish not him thy Harry’s company, banish not him thy Harry’s company. Banish plump Jack and banish all the world.”

Welles believed that he and Shakespeare both shared a preoccupation with “the loss of innocence”. He also believed that Shakespeare was “profoundly against the modern world”, as he considered himself to be.

“I think his villains are modern people,” Welles says of Shakespeare. “They’re from the modern world, which includes gouging out eyes and sons being ungrateful to their fathers and all the rest of it.”

This modern age comes to a head in the film’s centerpiece sequence at the bloody Battle of Shrewsbury, where Northumberland and Hotspur’s army battles against King Henry and Prince Hal of Wales for the kingdom. Welles uses the sequence to show “the end of that chivalric idea” Falstaff embodies and “the way it’s gonna be from now on.” The scene plays like a montage of combat. Welles films primarily from the ground and cuts between close-ups of swinging swords, charging horses, and men fighting in the mud to make a handful of “gypsy extras” look like several hundred in one of the finest medieval battle sequences ever filmed.

The Battle of Shrewsbury

The comically pathetic sight of Falstaff dressed in full battle armor can be seen sprinting from tree to tree for cover. He witnesses the defeat of Hotspur (“Another refugee of Camelot,” according to Welles ) by Hal, “the beady-eyed Tudor who is getting ready to be an English hero, to bill that establishment that Shakespeare must have struggled under.”

Falstaff and his men celebrating after battle.

Comparisons have often been drawn between Orson Welles and the titular hero, Falstaff. Both men seemed to bounce through life on the amusement of the people they surrounded themselves with. Famously glutinous, neither Welles nor Falstaff ever shied away from indulgence, be it food, women, or just good fun. Yet, both Welles and Falstaff were also uncommonly wise, and used their wits to get ahead; something that would prove invaluable to Welles in navigating the tricky world of independent film financing. Welles was only able to secure initial financing for CHIMES AT MIDNIGHT by promising the producer, Emiliano Piedra, that he would also direct an adaptation of Treasure Island at the same time. Welles even hired the cast under contract to appear in both films, but devoted the entire $800,000 budget to CHIMES AT MIDNIGHT, and Treasure Island was never filmed. This is comically mirrored in the film in a scene where Falstaff purposefully hires soldiers who he knows will pay their way out of service so he can keep their money.

Orson Welles (right) and Keith Baxter (left) during shooting.

If Citizen Kane is Welles working by the confidence of ignorance, then CHIMES shows the director at his inventive best. Filmed in Spain from September, 1964 to April, 1965, Welles was limited by the availability of his chief actors. Many scenes were shot using stand-ins, and some even feature cuts between actors that are continents apart. The only set built for the film was the interior of the Boar’s Heard Tavern, constructed inside a garage where Welles spent hours aging the walls with a blow torch. The film was shot mostly silent, with Welles and other actors returning to re-dub their voices in post-production. Welles also avoided any offers of funding contingent on shooting in color as he felt that Falstaff’s eyes could only be blue, whereas his eyes are brown.

WELLES: “To me, it is the least flawed. It is the most successful for what I tried to do. I succeeded more completely with that in my view than I did with anything else.”

Original theatrical poster

As it did for Falstaff, the modern world prevailed over Welles and CHIMES AT MIDNIGHT. It premiered in New York as an art film, but scathing initial reviews hurt its chances for a wide release. It was pulled from theaters and withheld by the studio due to licensing issues with Welles’s financiers. The film disappeared into obscurity, and for decades, was unknown to even the biggest film buffs and fans of Orson Welles.

Hal is eventually crowned as King Henry V. Hearing the news, Falstaff flies to the castle where he believes he will be serenaded by the new king and granted royal status. But Hal ignores him — to the point that Falstaff takes it upon himself to step forward between the king’s guard andcompletely halting the coronation. Falstaff tearfully drops to his knees and pleads, in heartbreaking delivery by Welles, “I speak to thee, my heart!” Hal, the new king, looks down at Falstaff — a father figure in times when he could not love his own— and banishes him to never come near him by ten miles, on pain of death.

“I speak to thee, my heart!”

“It’s my favorite picture,” Welles affirms. “If I wanted to get into Heaven on the basis of one movie, that’s the one I would offer up.”

Falstaff watches Hal ascend the throne with a mixture of pride and despair. His life’s work and ambition, years of wisdom shared, gone unappreciated. With the failed release and disappearance of this film, one may wonder if Welles ever watched his masterpiece in the same light.

(CHIMES AT MIDNIGHT is now available on Blu-ray, DVD, and Apple iTunes from The Criterion Collection)