Chimes at Midnight (1965)

Orson Welles | 1hr 59min

To faithfully adapt a Shakespeare play into a film as Orson Welles did several times throughout his career obviously entails a strong affinity with the Bard’s rhetorical devices and archetypes. To lift individual scenes from several plays and rearrange them into a compelling study of a relatively minor character requires something even greater though – a profound understanding of narrative structure as art, reinvented across centuries and media forms while retaining the same, core principles. As such, the once-clean divisions of Shakespeare’s comedies, tragedies, and history plays are melded together under Welles’ inspired reconstruction, Chimes at Midnight, offering a nuanced depth to Sir John Falstaff, the drunk, buffoonish knight who serves as comedic relief in Henry IV, Part I, Part II, and The Merry Wives of Windsor.

Falstaff may not be the only side character that Shakespeare imbued with remarkable complexity, but he is clearly that one that Welles was most drawn towards, and it isn’t hard to see why. As a gluttonous, indulgent man who surrounded himself with powerful people and seemed to live in permanent debt, the parallels are clear, making the reason behind the casting doubly apparent. Although it is said that Welles went on a diet to slim down for the part, one wouldn’t guess it from the huge mass he carries around onscreen, only further emphasised by his trademark low angles that see him dominate most of the frame. From those low vantage points, Falstaff looks as if he is on top of the world, though such a steep incline only makes his descent in the final act land with greater force.

Orson Welles is said to have slimmed down for this party, but he still carries an immense weight on screen, and his trademark low angles only emphasise that.

The enormous depth of field that Welles innovated over twenty years earlier in Citizen Kane continues to emerge in his ravishing black-and-white cinematography here as well, bringing a razor-sharp focus to immaculately staged character interactions layered deep into the background. With the camera sitting so close to the ground in those abundant low angles as well, the overcast skies of England’s countryside and the vaulted ceilings of its cavernous castles become daunting backdrops to majestic scenes of royal power plays.

Three levels of depth in this frame creating a quietly impressive composition of faces.
Always a precise framing of the horizon, here right at the bottom of the shot to emphasise the overcast skies hanging over these executioners.

Centuries of tradition weigh heavy on the nobles who dominate these spaces, visually smothering them in doorways and corridors which open into vast, empty caverns. There, sunrays pour through the high windows cut into the roughhewn walls, throwing harsh shadows across faces and casting blocks of light on the stone floor. These castle interiors make for an especially daunting set piece when King Henry IV eventually passes away, as Welles sets his camera far back in a distant long shot from the throne where he slumps, before gradually trickling a mass of robed men into the room like dark spectres waiting to carry him away.

Cavernous halls in King Henry’s castle illuminated by the natural light pouring through high windows – an absolute feat of black-and-white cinematography.

This is not the environment where the King’s son, Prince Hal, is terribly comfortable though, and neither is Falstaff for that matter. The Boar’s Head tavern is where they would much rather spend their time, drinking, dancing, and poking fun at the King. Outside, the long, spindly trees of the forest that obstruct Welles’ compositions formally mirror the decorative arrangements of tall spears and flagpoles back at the castle, and in this double-sided visual motif of court and country, a formal divide is drawn between the two domains. If the castle is a building of mighty architecture and cavernous rooms, then this inn of drunkards and harlots is its opposite, as in place of high, arched ceilings Welles clutters his mise-en-scène with low rafters, rustic wooden beams, and bawdy crowds.

The Boar’s Head Tavern stands in complete contrast to the castle in its clutter and low rafters.
Another formal contrast, though this time between the trees of the forest and the spears of soldiers, both obstructing frames.

These are Falstaff’s people, and this is his kingdom, catering to his pleasures and humouring his boastful exaggerations that quickly turn two bandits he fended off on the road into eleven. His intimate close-ups may not hide his hefty weight, but there is a lightness to his spirit, often booming out across crowds through Welles’ loud, resonant voice. That his best friend, Hal, would ever turn his back on him is far out of the question, and yet the political machinations of the monarchy are not something he is bright enough to wrap his head around.

In case there was any doubt in our minds about Falstaff’s incapability among knights and nobles, the Battle of Shrewsbury arrives at the film’s midpoint to comically underscore his utter incompetence and cowardice. For Welles, it is a majestic triumph of action filmmaking, staging King Henry IV’s forces against the rebels with lines of horses stretching across fields, and blocking tight formations of soldiers in their military units. As they stand at attention, charge across an open field, and hack each other to pieces, one would almost believe they were watching thousands of men, though in truth Welles only had 180 extras to work with, and consequently had to be resourceful with his staging and editing. Even with an incredible depth of field, he still manages to obscure our vision with the fog blowing across the battle, while the fast-paced cutting strikes a fine balance of chaotic frenzy and clear coordination. As chests are pierced with arrows and horses fall to the ground, of course we can’t go without noticing that girthy lump of metal containing Falstaff bumbling through the middle of it all.

Welles is incredibly resourceful with his backdrops, turning what would have been a plain, grey sky background into a fierce shot by lining it with with spears.
One of Welles’ finest moments as a director in his career, recreating the epic Battle of Shrewsbury with what was actually a limited number of extras.

The cowardice of this drunken, foolish knight is rarely so evident as it is here. Not only does he feign death to avoid the fight, but he also stands on the sidelines from afar to watch Hal and the King’s enemy, Hotspur, battle it out, claiming the victory as his own when his friend comes out on top. Falstaff does not fit so simply into Shakespeare’s leading character archetypes of heroes and villains, nor is he even the sort of antihero who cunningly plots his ascent to power. He is totally driven by his own base, hedonistic desires, making his ultimate rejection at the hands of his own friend particularly difficult to grapple with.

As the man Hal once jokingly called a “villainous abominable misleader of youth” comes shambling into the new King’s coronation ceremony expecting a warm reception, it is hard not to feel a twinge of pity for him. For a second time he is branded a “misleader”, though there is no longer any humour in this indictment. All the time we have spent gazing up at Falstaff on his pedestal of privilege makes the high angle we now look down at him from land with even heavier weight, as Welles’ joviality and lust for life crumples into heartbreaking despair within seconds.

A heartbreaking final scene between Hal and Falstaff, separating them by high and low angles that put a great distance between both.

One the other side of this dialogue, King Hal looms over him, framed by the flags, spears, and vaulted ceilings that make up his new domain, far from the Boar’s Head Tavern. If one was to look hard enough, perhaps there might be a trace of regret in his expression, though his face otherwise now rests in an inhumanly cold stare, piercing Falstaff’s soul and exposing his greatest insecurity to the world – his total lack of substance or significance. As he is written in Shakespeare’s works, he is a mere side character, not destined for the spotlight he is given here in Chimes at Midnight, and yet by forcing him into it regardless, Welles peels back the compelling layers of his vapidity. To live as a fool in world of kings, nobles, and conspirators automatically puts one on the back foot, though in Falstaff’s carefree disengagement from their petty affairs altogether, perhaps we can find some unassuming wisdom to his short-lived yet jovial debauchery.

Chimes at Midnight is currently streaming on The Criterion Channel.


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