Orson Welles spent thirty-five years trying to put Sir John Falstaff on screen. Chimes at Midnight (1966) is the result: a film drawn from five Shakespeare plays — primarily the two Henry IV parts, with passages from Richard II, Henry V, and The Merry Wives of Windsor — that lifts Falstaff from comic supporting player to tragic protagonist. Welles plays the knight himself, a lumbering, larger-than-life tavern dweller and unlikely father figure to Prince Hal (Keith Baxter), heir to the guilt-haunted Henry IV (John Gielgud). When Hal must choose between loyalty to Falstaff and the demands of the crown, the film becomes what Welles called a lament "for the death of Merrie England." Dismissed by critics on its 1966 Cannes premiere and barely distributed in the United States, the film spent decades trapped in rights disputes — finally reaching audiences properly through the Janus Films/Criterion restoration in 2016.

Mike talks with Spencer Parsons and David MacGregor about the film's three-decade gestation across stage and screen, the filmmaking ingenuity behind its legendary Battle of Shrewsbury sequence, the autobiographical dimensions of Welles's performance, and why Chimes at Midnight now stands for many critics as the greatest Shakespeare film ever made.


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