“When somebody loved me”: The tragedy of Chimes at Midnight

Orson Welles filmed his passion project Chimes at Midnight, starring himself as Shakespeare’s iconic Sir John Falstaff, in 1964 and 1965, and the film’s IMDb page cites that latter year as the film’s release date, despite it not premiering officially until 1966 at the Cannes Film Festival and then in the US in 1967. Celebrating the 60th anniversary of Welles’s epic in 2025, therefore, is messy and imperfect…not unlike the film itself. (Once hard to find, Chimes at Midnight can now be streamed on multiple platforms.)

Chimes at Midnight combines both parts of Shakespeare’s Henry IV plays to focus on the almost literally larger-than-life Falstaff, bringing in additional text from Richard II, Henry V, The Merry Wives of Windsor, and even contextual narration from Holinshed’s Chronicles spoken by offscreen narrator (and former Falstaff himself) Ralph Richardson. It’s a film more than thirty years in the making, as Welles identified with the character in prep school in 1930 and first played him on Broadway in 1939 in Five Kings, his first attempt at adapting Shakespeare’s Henriad. Many scholars and critics feel, in the words of Michael Anderegg on this very blog, that “Orson Welles is Falstaff”: both men are outsize characters with large appetites and squandered glory who embellish the truth and are rejected by the younger generation they so heavily influenced.

Falstaff is often portrayed as a buffoonish and tragic figure, but Welles sees him in almost heroic terms, representing a “merrie England” that’s now forever lost (if indeed it ever existed). It’s a surprisingly sentimental take on Shakespeare’s history plays, and Welles blurs the line between actor and role even further by directing the extras to laugh dementedly at everything Falstaff does, despite very little of it being particularly funny. It has the unfortunate effect of looking like the director and star is seeking tribute for himself—in fairness, a very Falstaffian thing to do.

The film also suffers from Welles’s inability to secure adequate funding, hiring European actors whose dialogue the director dubbed badly in post-production, and an editing style that jumps from impressive landscapes and long tracking shots to sudden jarring closeups. Welles didn’t have enough money for reshoots, so Chimes at Midnight just looks clumsy in places, and critics who hail it as a masterpiece are giving it the benefit of a doubt I’m not sure it deserves.

That said, watching Chimes at Midnight again recently allowed me to see moments of true greatness I’d missed before. John Gielgud as Henry IV brings old-school British authority to the text, grounding the film with his distinctive reverence for Shakespeare’s poetry, but replacing any sense of urgency with a distancing stateliness (though his plummy musical phrasing gives both Welles and Keith Baxter, as Hal, something specific to comically imitate in the play-“extempore”-within-the-play scene). Welles’s very smart adaptation also turns Hal’s famous soliloquy at the end of the second scene in Henry IV, Part One into a speech addressed to Falstaff, warning the old reprobate that he will “throw off…this loose behavior” “when men think least I will.”

The fantastic centerpiece of Chimes at Midnight is the brutal and intense Battle of Shrewsbury, which Martin Scorsese calls “the best battle scene ever put on film,” and which influenced Braveheart, Saving Private Ryan, and Kenneth Branagh’s Battle of Agincourt in his film of Henry V. The movie as a whole might not be a masterpiece but this glorious sequence is a master class in shot selection and editing.

And Welles does something extraordinary with the famous moment at the end, when Hal, now crowned Henry V, says, “I know thee not, old man” and renounces Falstaff. As I’ve argued before, when you focus the two parts of Henry IV on Falstaff (as the Shakespeare Center of Los Angeles did in 2017, casting Tom Hanks as Sir John), you turn Shakespeare’s coming of age history about a young prince torn between two father figures into a tragedy of an old knight betrayed by the boy he mentored. Welles himself seems to agree when he said his film is about “the betrayal of friendship.” And yet, in that climactic moment, when the new monarch turns his back on his old friend, an unmistakable look of paternal pride crosses Falstaff’s face. Despite his disappointment at being rejected by the boy he once drank and caroused with—and whose access to money and power he hoped to exploit—Falstaff nonetheless exudes satisfaction that the boy he helped raise has become a man who won’t acknowledge him.

Welles as Falstaff is perfect casting, but maybe making him the protagonist isn’t such a great idea. Shakespeare might have known what he was doing keeping Sir John a supporting character (even in Merry Wives of Windsor, in which he has a smaller percentage of lines than he does in either part of Henry IV). When Falstaff walks slowly away from the camera at the end of Chimes at Midnight, it isn’t tragic, it’s just sad, a pathetic image that prompted my wife Dee to start singing, “When somebody loved me / Everything was beautiful,” the opening lines of the song “When She Loved Me” from Toy Story 2. It was a weirdly exquisite accompaniment to Falstaff’s final exit, and a perfectly impertinent response to the folly of romanticizing drunken, lying rogues.