Welles returned repeatedly throughout his career to the idea of a Shakespearean compilation film, bringing together material from several of the history plays in a creatively condensed chronicle of 14th-15th century England. He'd seen himself as Falstaff ever since his first try, an ambitious 1939 stage production that died of technical difficulties and haphazard cutting. This first version was called Four Kings, but by the time he put a leaner version on stage in 1960 it was Chimes at Midnight. So it would remain, though the few Americans who saw the film knew it as Falstaff, to stress still more what was obvious. Once again Welles had to scramble to keep the money flowing and couldn't keep all his actors in one place the whole shoot. Filming in Spain, he cast actors like Fernando Rey as Englishmen, only to overdub their accented voices later. The biggest names in the cast were John Gielgud as Henry IV, Margaret "Miss Marple" Rutherford as Mistress Quickly, Jeanne Moreau as Doll Tearsheet and Welles himself. It typified Welles's late style, favoring rapid cutting over long takes and sweeping camera movements. It suffered his late handicap of over-reliance on post-dubbing, which hurts his own performance more than anyone else's. For a Shakespearean he mutters and mumbles too much, especially in the early scenes. But his performance does grow on you until the final scenes have the desired tragic effect.
John Falstaff is supposed to be some embodiment of the English spirit, so much so that Mistress Quickly can say of the dead man that he rests in King Arthur's bosom if anyone does. Yet Welles introduces us to a Falstaff who seems like little more than a bum, thanks in part to the mumbling. You wonder what Price Hal (Keith Baxter), the future Henry V, sees in the man. Falstaff is a robber, a coward and a liar. But I suppose what he is more than any of these is a free spirit, which is something a Prince of Wales with such a stuffy dad (Gielgud) can appreciate. But throughout the picture you can see the ways "Jack" is starting to piss Hal off, especially when, after hanging back -- very understandably, as Welles illustrates -- from the Battle of Shrewsbury, Falstaff tries to take credit for killing Hal's great rival and victim Hotspur (Norman Rodway). Even after this, though, Hal can always go back to Jack when he wants to have fun and blow off steam. Falstaff is a guy whom, having robbed pilgrims in the forest, can be robbed himself by a disguised Hal and forgive him afterward. Things change when the king's health fails and when Hal is caught mistaking him for dead and trying on his crown. Hal is haunted by his father before the old man is actually dead, and H4's stern ante-mortem lecture resolves H5 to be a morally upright monarch. But when Falstaff hears of the old king's death he thinks it's party time. He strolls in during a procession fully expecting to be made a counselor of state or something similarly great or lucrative, only to be cut dead by the new king's famous "I know thee not, old man" speech. H5's need to make a fresh start for himself looks reasonable, but it breaks Falstaff's heart, and really kills him within a day.
It'd be interesting to see Welles's 1939 Falstaff because it simply could not have been informed by all the disappointments and rejections that inform his 1965 performance. When Falstaff celebrates his buddy's ascension it's as if one of Welles's own cronies had come into money, which could only mean that Orson Welles was going to make a movie! Of course, this time Welles was making a movie, and he takes advantage of the opportunity to make Falstaff, if not the audience, feel his pain. Those in the audience who were his fans surely did feel it, and they probably feel it worse in retrospect, knowing that things would get no better for him. This is probably Welles's most transparent and, sometimes in spite of himself, his most moving performance.
Chimes at Midnight is more than a play for pathos. Welles again displays his knack for making the most of found locations and the overall art direction is wiry and stark. He may have had to compromise in dialogue scenes when one or more actors were absent and characters had to be shot from behind, but his uncompromised compositions are things of beauty. Chimes owes a lot to Sergei Eisenstein's history films in the way Welles arrays armed men behind foregrounded protagonists against a wide-open sky, but in the Battle of Shrewsbury he sheds the Russian's influence. It's a quite different affair from Eisenstein's battle in Alexander Nevsky, less self-consciously epic and less partisan. Welles doesn't gloat over the defeat of Hotspur's army as the soldiers go down in the mud the way Eisenstein gloats over the Teutonic Knights falling through the ice. Welles's battle is chaotic, bewildering and overwhelming, ultimately vindicating Falstaff's decision to watch from a safe distance, had we thought to deplore his apparent cowardice. Who wouldn't prefer his little world of a tavern, as for a while Hal seems to? The really impressive thing about Chimes is the way Welles initially seems, both intentionally and arguably not, to stack the deck against Falstaff, only to win you over to his side. I won't go as far as some fans who call it Welles's best film, but it's at least his best Shakespearean film, and a great film by any director's standard.