CHIMES AT MIDNIGHT – Mary Riepma Ross Media Arts Center, Lincoln, NE

[On February 7, 2016, Flatwater Shakespeare Company Education Director Stephen Buhler gave a talk prior to a screening of Orson Welles's Chimes at Midnight. Here are his remarks.]

George Orson Welles loved Shakespeare – on the page, in the ear, in the mouth, on the stage, and on the screen. It's my belief that Shakespeare loved him back. Their relationship started in prep school, at the Todd School for Boys in Woodstock, Illinois, near Chicago, and continued throughout Welles's life. He never realized his dream of filming King Lear – after becoming and remaining persona non grata in Hollywood as a director, he always had to scramble for financial backing – but there is much of Lear, Shakespeare's harrowing tragedy of old age, in Welles's understanding of Sir John Falstaff and in his film about the character, Chimes at Midnight. There is so much Shakespeare and so much of Welles's life with Shakespeare in Chimes at Midnight.

So let's go back to the beginning. At the Todd School, Welles adapted and directed several Shakespearean plays, with the help of his teacher and mentor Roger Hill. He combined sections from Henry VI, Part Three with Richard III to create a play called The Winter of Our Discontent – and he starred as Richard Gloucester. Instead of accepting a scholarship to Harvard, Welles traveled and wound up in Ireland where he bluffed his way into the Dublin Gate Theatre company. In their production of Hamlet, he deftly portrayed both the old order and the new, as the Ghost of Old Hamlet and as Fortinbras.

Returning to the States, he began publishing a series of edited plays with Roger Hill, first under the general title of Everybody's Shakespeare and later as The Mercury Shakespeare, borrowing the name of the theater company he founded with John Houseman. He joined Katherine Cornell's stage company, distinguishing himself first as Mercutio in Romeo and Juliet and then doubling as the Chorus and Tybalt in a revival of Cornell's production. He returned to Woodstock, Illinois to restage the Dublin Gate Hamlet and then directed the Federal Theatre Project's Macbeth, set in the Caribbean, with an all-black cast, and soon known as the “Voodoo” Macbeth because of its distinctive take on Shakespeare's witches. With the Mercury Theatre, he directed a Fascist-era Caesar, playing Brutus, and adapted both Julius Caesar and Hamlet for radio. He also planned an epic retelling of all of Shakespeare's English History plays, but succeeded only in staging Part One of Five Kings before funding was withdrawn by the Theatre Guild of New York. In Part One he cast himself as Sir John Falstaff.

By that time, Hollywood beckoned – quickly leading to the triumph of Citizen Kane and then a precipitous fall from grace. Before he could begin adapting Shakespeare for the screen, he was fighting against his own too, too sullied reputation among studio heads and also fighting upstream against the tide of Laurence Olivier, whose Henry V and Hamlet won wide, well-earned applause.

Still, Welles tried with a bold, stylized Macbeth with himself in the title role – and which he filmed with a B-movie budget after staging the play at the Utah Centennial Festival. The film, released in 1948, was roundly and unfairly panned and financially unsuccessful. It took years for him to get the money to complete his masterful Othello, again with himself in the title role. At one point, he staged the play in Newcastle and London, England, just to earn money for the project. That film, released in 1952, won admiration internationally.

Shortly thereafter, he staged King Lear in New York City and collaborated with the brash, young director Peter Brook on a condensed version for television. Later that decade, after again suffering disappointment at the hands of studio executives with their mismanagement of Touch of Evil, Welles began to revisit the story of the aging knight, hoping for advancement, and suffering rejection. He crafted a script for Chimes at Midnight, staging it in Belfast and back in Dublin, with himself again as Falstaff and with Keith Baxter as Hal, who would also play the role in the film version.

Similar to Five Kings, Part One, the film version of Chimes at Midnight draws upon several of Shakespeare's plays. Five of them, in fact: Richard II (for some of Henry IV's complaints about his wayward son); Henry IV, Part One; Henry IV, Part Two; The Merry Wives of Windsor (in which Falstaff is a character); and Henry V. Welles also adds some of Shakespeare's primary source, Holinshed's Chronicles. The title comes from Falstaff's nostalgic conversation with Justice Shallow: “We have heard the chimes at midnight,” meaning we have stayed up late in times past, drinking and carousing and wenching. But to hear the chimes is also to note time passing, fortunes fading, eras ending.

In interviews, Orson Welles described the film as an elegy for Merrie England, an admittedly idealized view of a joyous, roisterous medieval age – the vitality of which was gradually extinguished by the strictures of modernity. Prince Hal is the future, cold and calculating. Sir John is the past, warm-blooded and celebratory. Welles went so far as to describe Shakespeare's Falstaff as “the greatest conception of a good man, the most completely good man, in all of drama.” That might sound extreme, but it comes very close to the high opinion of Falstaff presented by Shakespeare scholar Harold Bloom in Shakespeare: The Invention of the Human – although Bloom was influenced by actor Ralph Richardson's performance as Falstaff, rather than Welles's.

Actor Simon Callow, in his splendid biography of Welles, points out that the film's Falstaff is in part an idealization of Welles's own father, Richard Head Welles. Richard was a successful inventor turned charming wastrel and drunkard, whom the young and ambitious Orson rejected – and who died, alone, shortly after that rejection. Keith Baxter, the film's Hal, sees Welles's Falstaff as the director's self-portrait: Welles, like Sir John, was always short of cash, willing to mislead or cheat outright his associates in order to get by and to get a project done. But Welles, like Sir John, was charismatic, charming, and fun-loving, combining infectious delight with boundless appetite.

As evidence of Welles's reserves of charm, consider the cast he was able to assemble without paying any of these actors their usual fees – including John Gielgud as Henry IV, Jeanne Moreau as Doll Tearsheet, Margaret Rutherford as Mistress Quickly, Fernando Rey as Worcester, and Ralph Richardson as the narrator giving Holinshed's version of events.

As evidence of Welles's desperate quest for funds, consider the tangle of production and distribution rights that the director apparently over-promised to investors and that led to the film's being out of circulation for decades. Those disputes have been resolved, the film has been digitally restored, and in moments we will get to see it on the big screen, as Welles himself envisioned.

So, here are just a few things to look for. Believe me, there are many others. 

In adapting certain passages from stage to screen, Welles chooses not to present selected soliloquies purely as soliloquies. In Shakespeare, Hal confides his plans to reform himself at a future time for maximum political and public relations payoff only to the audience. In Welles, Falstaff overhears Hal's resolution to “throw off” “this loose behavior” and, most likely, his loose companions; in fact, Hal delivers the end of the speech directly at Falstaff as a warning that good times inevitably end. Later, before the Battle of Shrewsbury, Shakespeare's Falstaff ruminates on the emptiness of martial glory in particular and honor more generally only with us. In Welles, he aims his questions right at Hal, who looks away.

As the late, great film reviewer Roger Ebert advised, watch for how characters react to Falstaff, how he is regarded by his comrades in the tavern world and acquaintances from the days of his youth. Look for Moreau's tenderness as Doll, Rutherford's eventual indulgence as Mistress Quickly, Norman Rodway's admiration of Falstaff as Justice Shallow. Either their initial wariness or anger melts in the presence of his compendious charm or they immediately warm at his approach.

And a lot of this is not just Welles's reading of Shakespeare – it's in Shakespeare, too. In Henry V, Mistress Quickly delivers a tragicomic eulogy after Falstaff's death and even as she talks of feeling his legs “upward and upward and all was as cold as any stone,” she's echoing Plato's famous account of the death of Socrates after drinking the hemlock to which he was sentenced by Athens. Socrates, also accused of being a “misleader of youth,” is almost unquestionably a “completely good man” of the type that Welles associated with Falstaff himself.

Watch, although it's hard to take, for Welles's brutal, shattering depiction of the Battle of Shrewsbury. How we get from Olivier's version of the Battle of Agincourt in Henry V to Kenneth Branagh's version is through Welles, who delivers a scathing critique of Olivier's almost relentlessly positive view of war and of the grown-up Hal as king. After Branagh, both Mel Gibson and Steven Spielberg studied Welles closely in creating battle scenes for Braveheart and Saving Private Ryan. Also, Branagh's bittersweet, elegiac portrayal of Pistol, Bardolph, and Nym in his Henry V owes a great deal to the pervasive sensibility of Chimes at Midnight.

Near the end of the film, the visual references to Welles's past work become almost dizzying: the use of perspective, either gazing up to suggest grandeur or looking from afar to suggest diminution, so brilliantly employed in Citizen Kane; the pageantry of clerics and armed troops combined, as seen in the breathtaking first sequence in Othello. Welles, perhaps worried that this would be his last major film and definitely intent on establishing that his story is not identical with Falstaff's, reminds viewers of past achievements and present mastery.

Finally, marvel at the fluidity with which Welles moves around and recontextualizes scenes from his Shakespearean sources. Trevor Nunn, in adapting Twelfth Night for the big screen, might never have approached the interweaving of related passages quite so confidently (given his stated admiration for Shakespeare's careful construction of plot) without Welles's example. And Gus Van Sant's My Own Private Idaho is as much an adaptation of Welles's Chimes at Midnight as it is of Shakespeare's Henry IV plays.

Orson Welles's portrayal of Falstaff has been influential, I think, on several scholars' views of Shakespeare's career. After Hal's public rejection of Falstaff at the end of Henry IV, Part Two, Shakespeare had considered bringing the character back on stage – at least, that play's epilogue suggests as much. But in Henry V, we never see Falstaff – we only hear of his decline from a broken heart and of his pitiable passing. Scholars have increasingly argued that after wrestling with such materials, Shakespeare would never again subject any of his lovable rogues to such stern punishment. Such an argument coincides with Welles's implicit view of Falstaff as “a man more sinned against than sinning” – to borrow from Lear's self-description.

Knowing of Hal's plans of future and self-serving reformation, Welles's Falstaff has a compelling reason to plead against losing Hal's friendship and patronage. In Shakespeare's brilliant scene showing Hal and Sir John taking turns playing the roles of King Henry IV and Prince Hal, Falstaff – speaking as Hal and as he hopes Hal would speak – begs the King (present and future) to

“banish Peto, banish Bardolph, banish Poins, but for sweet Jack Falstaff, kind Jack Falstaff, true Jack Falstaff, valiant Jack Falstaff, and therefore more valiant being, as he is, old Jack Falstaff, banish not him thy Harry's company; banish not him thy Harry's company. Banish plump Jack and banish all the world.”

The Prince, speaking as his father and as his future self, replies “I do. I will.” In Welles's interpretation, Falstaff's tragic fate is sealed because he cannot, will not, relinquish his hopes for advancement – and cannot, will not, relinquish the genuine love he feels for Hal.

At the time of the film's original release in 1966, Chimes at Midnight found a few ardent admirers and defenders but was also received with no little befuddlement and even irritation. Even as its reputation grew in later years (which led to Danny Lee Ladely, now Director of the Mary Riepma Ross Media Arts Center here in Lincoln, screening it in the Sheldon Auditorium, also on the University of Nebraska-Lincoln campus), its legal entanglements eventually kept it from general view. Some copies did circulate, however, which made its influence on other films possible. But now Plump Jack – as presented by Orson Welles – has returned from banishment and the wide world can welcome a cinematic masterwork. Please enjoy.