It’s my favorite picture. If I wanted to get into Heaven on the basis of one movie, that’s the one I would offer up. [1]

–Orson Welles

This week Marvel releases the first collected volume of the Miracleman series. For the legendary series that helped launch the Modern Age of comics, it’s been a frustrating, twenty-year road to get back into print. But Miracleman is only one of a seemingly endless number of interesting works from pop culture that have been unavailable for one reason or another. Did you know that Kingsley Amis once wrote a James Bond novel called Colonel Sun? Or that Sam Peckinpah created a television show called The Westerner that is widely regarded as one of the best of the genre? Perhaps not, for neither has been available for many years now.[2] And comics fans are still waiting for a fully sanctioned edition of Grant Morrison and Steve Yeowell’s Zenith. But for me, the most frustrating of the many things gathering dust in our collective cultural vault is Orson Welles’s masterpiece, Chimes at Midnight.

Put simply, Chimes at Midnight is the greatest Shakespeare film ever made. That’s not an opinion, it’s … well, okay so I guess it’s an opinion, but if you say it loudly enough people treat it like a fact. Sometimes known as Falstaff, the film debuted at the 1966 Cannes Film Festival and was the culmination of Welles’s life-long effort to adapt Shakespeare’s history plays into a single story. Both personal and socially relevant, the film presents one of the most creative adaptations of Shakespeare and features the single greatest set piece of Welles’s long career.

And yet, unless you’re a Welles or Shakespeare buff, you’ve probably not heard of Chimes at Midnight. In his biography of Welles, Frank Brady writes that shortly after the film’s release, Charlton Heston, in an act of utter obliviousness, sent Welles a script for another Falstaff film because “it was the one part that Heston said he had always wanted to see Welles play.”[3] As an anecdote, that’s both funny and sad. Perhaps it’s even true, though most stories about Welles are not. But it certainly underscores just how obscure this film has been, even from the beginning.

The plot primarily comes from two of Shakespeare’s history plays, Henry IV, Parts 1 and 2, though Welles cobbles together bits and pieces of three other plays as well. Shakespeare’s story ostensibly focuses on the troubled reign of Henry IV, who controversially deposed the previous king, Richard II. But what we mostly remember from the plays is the coming-of-age story of Prince Hal, the King’s son, who idles his time hanging out in taverns with the notorious Sir John Falstaff.

Admittedly, that’s a pretty boring plot summary. For a less boring, more condensed version, just think about the middle part of Disney’s The Lion King, substitute Prince Hal for Simba and Falstaff for Timon and Pumbaa and you’ve pretty much got it. By the end of the second play, Hal decides it’s time to stop singing “Hakuna Matata” and he goes to work.[4]

Like a Renaissance version of the Fonz or Spike from Buffy the Vampire Slayer, Falstaff proved so popular during Shakespeare’s time that he stole the plays right out from under his more dignified, royal protagonists. What Welles does in Chimes at Midnight is to center the story on Falstaff, and in so doing, he transforms what was originally a comedic, supporting character into the anchor of what feels like a brand new tragedy.

Too bad no one really got to see it. Filmed with a severely limited budget, it was a labor of love for Welles, but the all-powerful New York Times film critic, Bosley Crowther, hobbled it right out of the gate, arguing that Welles’s Falstaff had “no business intruding so brashly in the serious Shakespearian affairs of the Lancasters, the Percies, and the Mortimers.”[5] While many of us today view Crowther as a bit of a joke, better critics from the era like John Simon and Stanley Kauffman also dismissed the film. And even Pauline Kael, who liked it, suggested to her readers that American audiences probably wouldn’t be interested.

And with that, Chimes at Midnight essentially died.

It’s a shame because it’s such a daring movie. Welles completely refashions Falstaff. The original character was a humorous version of the old “Vice” character from Medieval allegories, an excessive consumer of wine, women, and food and a mocker of chivalrous concepts like “honor.”

But for Welles, Falstaff was much more. Welles saw Falstaff as a relic, a man with ties to the “Merrie old England” of yore. When promoting the film, he told an interviewer, “Falstaff is a man defending a force — the old England — which is going down. What is difficult about Falstaff … is that he is the greatest conception of a good man, the most completely good man, in all drama. His faults are so small and he makes tremendous jokes out of little faults. But his goodness is like bread, like wine.”[6] While Welles’s notion of Falstaff’s goodness may strike some as odd, it raises the character’s stature within the story, so that when the newly crowned Henry V banishes him, Falstaff’s “fall” has real dimension.

But Welles not only adds depth to Falstaff, he also makes him socially relevant, connecting him in several ways to the growing youth movement of the ‘60s. Falstaff frequently mocks figures of authority, specifically parodying the famous voice of Sir John Gielgud, who plays Henry IV. Shakespeare’s story highlights the generation gap between fathers and sons, and after the film’s release, Welles soon began making the connection to contemporary events: “[Falstaff]’s good in the sense that the hippies are good … He’s just shining with love; he asks for so little, and in the end, of course, he gets nothing.”[7] Thus, when the young Hal takes on the mantle of age and responsibility and the old Falstaff is banished for his youthful impropriety, the ending is both ironic and heartbreaking.

But the thing that makes Chimes at Midnight worth the price of admission all by itself is the Battle of Shrewsbury. Unlike Welles’s earlier, stylized films of Macbeth and Othello, Chimes at Midnight is strikingly naturalistic. And nowhere is this sense of realism more powerful than in the battle scene. It’s visually stunning, and it takes a moment from the original story that was designed to show Prince Hal fighting nobly and transforms it into a revolutionary anti-war statement. As the men prepare for battle, Falstaff delivers his famous “Catechism” on honor, deconstructing the concept and undercutting the conventional path Hal is set upon. Given the climate of the mid-‘60s, particularly with the growing escalation of the war in Vietnam, Falstaff’s speech is far more than humorous or clever — it’s poignant and wise.

And the realism of the battle scene trumps anything I have seen in film. Combat has always been difficult for filmmakers, because as Francois Truffaut famously noted, the nature of filmmaking inevitably glorifies the fighting. Welles conquers this problem in spectacular fashion, with a four-minute sequence of overexposed, low-angle shots of cavalry soldiers mixing with muddy artillery soldiers. When the combatants are not masked by fog or mud, they are simply surrounded in a mass of bodies stripped of any recognizable colors or emblems to differentiate sides. Welles’s soldiers are nameless, and he offers no John Wayne, Gary Cooper, or Audie Murphy to root for.

The battle itself is pure chaos and mud-laden confusion, a direct precursor to Kenneth Branagh’s Henry V and Steven Spielberg’s Saving Private Ryan, and Welles delights in reducing the coherence of the sequence as much as possible. As he explains in one interview, he did not choreograph individual moments, but rather filmed complete movements and then edited them together in a blinding flurry of cuts.[8] In this way, the battle doesn’t tell a story; it creates a visceral sensation. Welles’s soldiers experience no glory; they find only horror and chaos.

Toward the end of the sequence, the soldiers become increasingly encumbered with layers of mud. The mud exercises the same properties as quick-drying cement, emphasizing the soldiers’ fatigue. The soldiers eventually collapse in a pile of mud, with those who can still move struggling to stay atop the pile, forming a sort of human ant hill.

The battle sequence succeeds in part because it is both aesthetically impressive and ideologically consistent. Many contemporary directors make lots of cuts in their action sequences in order to cover up weaknesses in their filming, but Welles’s Battle of Shrewsbury is like a companion piece to Hitchcock’s shower scene in Psycho. Careful editing isn’t a mask; it’s an art. And after a career full of set pieces like the hall of mirrors in The Lady From Shanghai and the opening tracking shot in Touch of Evil, Welles’s Battle of Shrewsbury is his crowning achievement.

As of this writing, there is a reasonably watchable copy of Chimes at Midnight on YouTube, but there has never been an authorized, North American release on DVD or Blu-Ray.

[1] With Orson Welles: Stories from a Life in Film. Turner Network Television. Narr. Leslie Megahey. 5 Feb. 1990.

[2] The Amis novel, which I have not read, is finally available digitally though not in print.

[3] Brady, Frank. Citizen Welles: A Biography of Orson Welles. New York: Charles Scribner’s Sons, 1989. p. 541. Print.

[4] The Lion King borrows heavily from Hamlet as well, but the mid-section is more in tune with the two Henry IV plays.

[5] Crowther, Bosley. Rev. of Chimes at Midnight. New York Times 20 Mar. 1967, late ed.: L26.

[6] Lyons, Bridget Gellert, ed. Chimes at Midnight. New Brunswick: Rutgers University Press, 1988. p. 261. Print.

[7] Welles, Orson, and Peter Bogdanovich. This is Orson Welles. Ed. Jonathan Rosenbaum. New York: Harper Collins, 1992. p. 100. Print.

[8] Lyons, Bridget Gellert, ed. Chimes at Midnight. New Brunswick: Rutgers University Press, 1988. p. 264. Print.