Falstaff Chimes at Midnight 1965 Criterion Collection
When a fully-restored version of Orson Welles' long-lost Chimes at Midnight appeared in theatres in early 2016, it marked the conclusion of a creative journey that had begun nearly a century earlier. In 1930, a 15-year-old Welles combined several Shakespeare plays to create a three-and-a-half-hour school play called The Winter of Our Discontent.

In 1939, Welles staged Five Kings – an even longer version of the same basic concept – as part of the Mercury Theatre’s season. Welles played the role of Sir John Falstaff, who was the closest thing the play had to a central character. Alas, critics tore the work to bits, and the idea was set aside once again. Still, Welles fell deeper in love with the character of Falstaff over the years, calling him "Shakespeare’s greatest creation". In 1960, he took yet another stab at his Shakespearean experiment: it was now called Chimes at Midnight, and Welles was still playing Falstaff (by this point, there was no one else he could have played: he had grown to Falstaffian proportions). The reviews were good, but ticket sales were not, so the play closed rather quickly.

Any other man might have let it go by that point, but Welles was determined to try once again. In 1964, he began pre-production on a film version of Chimes at Midnight.
The film version of Chimes is based on four of Shakespeare's plays; primarily Henry IV Parts 1 and 2, but also Richard II and Henry V. Some dialogue is also taken from The Merry Wives of Windsor.

We follow the young Henry and his escapades with the drunken fool and exciting, and never boring fat man, Falstaff. Through the many bars, to the many women, to the few battles they went on, the young Henry is a good warrior, and also a wild young man. But it all changes the day he becomes king...

Director: Orson Welles
Cast: Orson Welles, Jeanne Moreau, Margaret Rutherford, John Gielgud, Marina Vlady, Walter Chiari
Country: France, Spain, Switzerland
Genre: Comedy, Drama, History, War


• Audio commentary by historian James Naremore - Though he touches on the history of the source texts and this production, Naremore largely does a thematic analysis of the story and its characters.

• Keith Baxter interview (HD, 29:49) - The actor begins by discussing his initial experiences with Shakespeare (he wasn't a fan) then describes how Welles cast him in the initial Irish theatrical version of Chimes and how it led to his appearance as Prince Hal in the film. Memorably, he describes how Welles conned some Spanish producers into thinking he was making Treasure Island but used their money for his dream project.

• Beatrice Welles interview (HD, 14:40) - Orson Welles's daughter shares her memories related to the making of Chimes, including her acting appearance as a boy in the film, her many trips to Spanish bullfights with her father, and spending time watching him edit in their hotel room.

• Simon Callow interview (HD, 31:41) - The actor and Welles biographer talks about Welles's long-held affinity for Shakespeare's "War of the Roses" history plays, stretching back to a production he conceived and directed in high school, and then provides a thorough description of the rocky road to making the film, including the circumstances that led to it being out of circulation for roughly 50 years.

• Joseph McBride interview (HD, 26:44) - Film historian McBride provides his own personal anecdotes about writing about the film after its initial run, which led to him spending time with Welles. The history that McBride provides inevitably overlap in places with some of the other bonuses, but he offers more fleshed-out details in some areas and offers a different take on Welles's past.

• Orson Welles on The Merv Griffin Show (HD upscale, 11:07) - A film piece with Welles at his Moviola, finishing up the battle scene in Chimes. He offers tidbits about the making of the film and fields some questions about War of the Worlds and Citizen Kane.

• Re-release Trailer

2 x DVD9 | NTSC 16:9 | 01:56:17 | 6.37 Gb + 5.32 Gb + 3% rec
Language: English
Subtitles: English

BD50 | 1080p AVC | 01:56:24 | 46.2 Gb + 3% rec
Language: English
Subtitles: English

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