Chimes at Midnight (Spanish: Campanadas a medianoche, released in most of Europe as Falstaff) is a 1966 period comedy-drama film written, directed by, and starring Orson Welles.

It stars Welles as Falstaff, Keith Baxter as Prince Hal, John Gielgud as Henry IV, Jeanne Moreau as Doll Tearsheet, and Margaret Rutherford as Mistress Quickly.

To get financing, he lied to producer Emiliano Piedra that he intended to make a version of Treasure Island, and keeping the film funded during its production was a constant struggle.

To Henry's great dissatisfaction, his son Prince Hal spends most of his time at the Boar's Head Tavern, drinking and carousing with prostitutes, thieves, and other criminals under Falstaff's fatherly influence.

In celebration of the newly recovered treasure, Falstaff and Hal take turns impersonating Henry, with a cooking pot crown and vocal impressions.

[10] John Houseman had secured a partnership with the prestigious Theatre Guild to produce the play for US$40,000, with an initial tour of Baltimore, Boston, Washington D.C., and Philadelphia before debuting on Broadway.

"[14] The cast included Welles as Falstaff, Burgess Meredith as Prince Hal, John Emery as Hotspur, Morris Ankrum as Henry IV and Robert Speaight as the Narrator.

[12] The cast included Welles as Falstaff, Keith Baxter as Prince Hal, Hilton Edwards as the Narrator,[27] Reginald Jarman as Henry IV,[28] and Alexis Kanner as Hotspur.

After premiering at the Grand Opera House in Belfast on February 13, 1960, and receiving a good review from a Variety correspondent, it moved to the Gaiety Theatre in Dublin.

[35] He finally abandoned the project in late March 1960, when his friend Laurence Olivier offered him the chance to direct him in Eugène Ionesco's play Rhinoceros on London's West End.

[54] He eventually secured funding from Harry Saltzman[55] and production officially resumed in late February, with most of Baxter's longer speeches and the Coronation scene in Madrid.

[62] Mistress Quickly's speech after Falstaff's death, which was disrupted by the audible hum of a power generator, used the original version of the soundtrack because Welles liked Rutherford's performance enough to keep it.

[63] The score was by Angelo Francesco Lavagnino, who had worked with Welles on Othello; it is notable for its prominent use of actual medieval monophonic dance tunes (and some later “early music", such as several of Antony Holborne's Elizabethan consort pieces) at a time when this was uncommon.

The score was recorded in an Italian studio, which paid Lavagnino for his work on the film in exchange for the rights to the music, and later released a soundtrack album in Italy and the UK.

[56] Welles originally wanted the entire film to use high-contrast cinematography, resembling engravings of the Middle Ages; only the opening title sequence uses this technique.

Anderegg wrote, "in the end, both armies have become one huge, awkward, disintegrating war machine, a grotesque robot whose power source slowly begins to fail and finally comes to a frozen halt.

"[68] During the Battle of Shrewsbury sequence, Welles used a complex and layered soundtrack that included the sounds of swords and armor clanking, soldiers grunting and screaming, bones breaking, boots in the mud and the film's musical score to add to the scene's chaos.

Shakespearean scholar Kenneth S. Rothwell said that Welles "goes beyond mere tinkering with Shakespeare's scenes; [he] massively reworks, transposes, revises and deletes, indeed reconstructs them."

Gielgud was known for his classical interpretation of Shakespeare, and his performance consists almost entirely of words, which are unable to defeat either Northumberland's rebels or Hal's wild behavior.

But after New York Times critic Bosley Crowther's unfavorable advance review, American distributor Harry Saltzman decided to give the film little publicity and minimal distribution when it was released in the U.S. the next year.

Crowther criticized the film's poor audio track and called it "a confusing patchwork of scenes and characters ... designed to give major exposure to Jack Falstaff."

"[77] Pauline Kael also criticized the poor sound, but gave a favorable review overall, singling out the film's casting and calling Welles's performance "very rich, very full."

Several years after its initial release, critic Vincent Canby of The New York Times wrote that Chimes at Midnight "may be the greatest Shakespearean film ever made, bar none.

[89] Michael Anderegg said that Chimes at Midnight's use of wide angle lenses, low-key lighting and costumes, and its focus on the relationship between Falstaff and Prince Hal influenced My Own Private Idaho—Gus Van Sant's 1991 loose adaptation of Henry IV Parts 1 and 2.

[90] In 2011, Bonham's Auction House sold a large archive of Welles's material that had once belonged to the film's executive producer, Alessandro Tasca di Cuto.

[106] Peter Becker, Criterion's president, said the release is the product of more than 20 years of effort: "There is no film we have waited longer for or worked harder to free up, and none we are prouder to present", he said.

[25] This reverence for the character increased over the years and by the time Welles made Chimes at Midnight, his focus was entirely on the relationships between Falstaff, Hal, and Henry IV.

Merrie England as a conception, a myth which has been very real to the English-speaking world, and is to some extent expressed in other countries of the Medieval epoch: the age of chivalry, of simplicity, of Maytime and all that.

"[113] Film scholar Beverle Houston argued that this nostalgia made Welles's depiction of Falstaff infantile and called his performance a "[p]ower baby ... an eating, sucking, foetus-like creature.

[56] Film scholar Jack Jorgens also compared Welles to Falstaff, writing, "to a man who directed and starred in a masterpiece and has since staggered through three decades of underfinanced, hurried, flawed films, scores of bit parts, narrations, and interviews which debased his talent, dozens of projects which died for want of persistence and financing, the story of a fat, aging jester exiled from his audience and no longer able to triumph over impossible obstacles with wit and torrential imagination might well seem tragic.