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Chimes at Midnight (1965)

Campanadas a medianoche (original title)
Not Rated | | Comedy, Drama, History | 17 March 1967 (USA)
1:50 | Trailer
The career of Shakespeare's Sir John Falstaff (Orson Welles) as a roistering companion to young Prince Hal (Keith Baxter), circa 1400 to 1413.


Orson Welles


William Shakespeare (plays), Raphael Holinshed (book) | 1 more credit »
Nominated for 1 BAFTA Film Award. Another 3 wins & 1 nomination. See more awards »





Cast overview, first billed only:
Orson Welles ... Falstaff
Jeanne Moreau ... Doll Tearsheet
Margaret Rutherford ... Mistress Quickly
John Gielgud ... Henry IV
Marina Vlady ... Kate Percy
Walter Chiari ... Mr. Silence
Michael Aldridge ... Pistol
Julio Peña ... Vassall
Tony Beckley ... Ned Poins
Andrés Mejuto
Keith Pyott
Jeremy Rowe Jeremy Rowe ... Prince John
Alan Webb ... Shallow
Fernando Rey ... Worcester
Keith Baxter ... Prince Hal
Learn more

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Sir John Falstaff (Orson Welles) is the hero in this compilation of extracts from Shakespeare's "Henry IV" and other plays, made into a connected story of Falstaff's career as young Prince Hal's (Keith Baxter's) drinking companion. The massive Knight roisters with and without the Prince, philosophizes comically, goes to war (in his own fashion), and meets his final disappointment, set in a real-looking late medieval England.

Plot Summary | Add Synopsis


A Distinguished Company Breathes Life Into Shakespeare's Lusty Age of FALSTAFF


Comedy | Drama | History | War


Not Rated | See all certifications »

Parents Guide:

View content advisory »

Did You Know?


Orson Welles' last non-documentary film completed in his lifetime. See more »


In the shot immediately following the goof where the corpse of Hotspur momentarily opens and closes his mouth, a dummy has clearly replaced the actor playing Hotspur. This particular take was filmed when he wasn't available. See more »


[first lines]
Shallow: Jesus, the days that we have seen! Do you remember since we lay all night in the windmill in St. George's field?
Falstaff: No more of that, Master Shallow.
Shallow: It was a merry night!
See more »


Referenced in Brunnen (2005) See more »

User Reviews

A magnificent, sprawling canvass.
5 June 2003 | by HenryHextonEsqSee all my reviews

This is all more of a fascinating and compelling film because of its difficult-to-find nature, and the feeling of its being neglected, despite much praise from film and Welles scholars. This forms part of the compelling sequence of Welles films that began with 1958's "Touch of Evil", and ran through to his final film, 1973's "F For Fake", a film I really want to see. The version I managed to locate of "Chimes..." revealed a film with, yes, some technical problems (the sound is a little poor, but I'd almost expected worse), and the feeling of being made on-the-hoof. But what a film it is! Certainly hitherto the finest and most moving Shakespeare film adaptation that I have seen; I was happy to be able to write on it for my recent University Tripos exam.

Welles is possibly not a perfect Falstaff - failing to some degree to capture the character's jovial humour - but he gives a good performance in a limited, but powerfully melancholy vein. Keith Baxter makes Hal very much his own, providing curious contrasts to both of his father figures. Gielgud is as sublime as ever, and his scenes are beautifully directed - one wouldn't know the problems Welles had in terms of actor availability, considering how effective the medium close camera-work is.

The poetry of the "Sleep" speech is absolutely overpowering in Gielgud's rendition, and his facial expressions, eyes cast in shadow, are perfectly haunting. The strength of his performance is crucial; Henry IV is thus very much a figure with dignity but guilt and a coldness matching the stone of his solitary court - brilliant use of some sort of cathedral. Margaret Rutherford and Tony Beckley certainly add a lot to the mix, as does the bizarrely ill-fitting Jeanne Moreau, that most French of actresses playing an English whore. The tenderness she feels for Falstaff is crucial in softening his character a bit; Moreau's bedraggled siren works as a necessary example of the femininity of the Tavern, as compared to the masculine world of battle and court that Falstaff is so lost in. What a striking actress she is here; piercing, soulful eyes, such lips and flowing dark hair. It is a skittish and perfect performance fitting in with Welles' fantasia of "Merrie England". That most of this was filmed in Spain conveys the sense of this as an artificial, beyond-reality dream of the Paradise Lost. The film can effectively be seen as Welles expressing his interest in Western society's mourning a lost golden age - in this case, "Merrie England", which Falstaff embodies. The rational and dulling technocracy of the future is suggested by the coldness of Gielgud and Baxter towards the end, and the atmosphere of court.

The actor playing Justice Shallow is supremely odd and bewitching in his shrill little voice; his blustering humour and reminiscence taking on much melancholy as the film moves inexorably towards its tragic, deathly close. The scene where Falstaff finds out Hal is now King, is wonderfully shown in long shot by a still camera; a depression and drift towards disillusion shown. When Falstaff finds out, the lift in spirits is conveyed with his movement towards the camera. It's a return to the general sense of camera mobility around Falstaff - contrasting with the stillness around Bolingbroke. The final rejection of Falstaff that follows is beautifully filmed by Welles, played ambiguously by Baxter and movingly by Welles.

What must be the most remarkable sequence is the Battle of Shrewsbury; it is this that will haunt the mind long into the ether... Savage, indiscriminate quickness of brutal death emphasised in quick cuts. The fighting is impersonal and grimly realistic; ranks of silhouetted men and horses charging in, arrows - unlike in Olivier's "Henry V" - being shown cascading into and piercing ranks of horses and soldiers. The dry ground dissolves gradually to mud, and a haunting, holy-sounding piece of choral music strikes a chilling note of ironic contrast. Mankind has been reduced by war back to the very mud from which it originally arose. All sense of 'glory' is dissipated and cut away, by this frightening, near-ten minute sequence. It is one of the most gripping, utterly transcendent and powerful sequences I have seen in the whole of my film viewing.

"Chimes at Midnight" is a marvel of a film; this is a Welles film in its true form and not tampered with - "The Magnificent Ambersons" is the most shameful previous example of this. "Chimes..." stands as a complex masterpiece; partly an elegy for an innocence than may never have truly existed, but which Welles *feels* deeply. Track this down if you can as it is something special; let's hope it is soon restored to the best possible condition. It is wonderfully slanted Shakespeare; history plays fashioned into a tragedy, and painted from the most compelling cinematic palette. And above all, it is wonderful Welles.

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Switzerland | Spain



Release Date:

17 March 1967 (USA) See more »

Also Known As:

Chimes at Midnight See more »

Filming Locations:

Carabanchel, Madrid, Spain See more »


Box Office


$800,000 (estimated)

Opening Weekend USA:

$13,630, 3 January 2016

Gross USA:


Cumulative Worldwide Gross:

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Company Credits

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Technical Specs

Sound Mix:


Aspect Ratio:

1.66 : 1
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