An old and boastful knave, Falstaff spends most of his time drinking at the Boar’s Head Inn with petty criminals, living on stolen cash or unrepaid loans. His royal protégé, in a life ill-spent, is the youthful, wayward Prince Hal, bent on a carefree life until it is time for him to assume the crown to rule the British kingdom.

Orson Welles (1915–1985), compiled scenes from Shakespeare’s Henriad, Merry Wives of Windsor and Richard II, wrote the connective dialogue, then directed it and played Falstaff. In retrospect, Welles considered Chimes at Midnight (1965), his best film performance.

Chimes was further blessed with a cast that includes Keith Baxter as Prince Hal; John Gielgud as his father, King Henry IV who has earned the enmity of the family of Richard II, whom Henry had murdered to get the throne; and Falstaff’s boon companions: Jeanne Moreau (as Doll Tearsheet, a prostitute), Alan Webb (as Justice Shallow) and Margaret Rutherford (Mistress Quickly, the hostess of the inn and tavern). Ralph Richardson voices the narration.

There are two central stories: That of obese Falstaff (Orson Welles), a braggart no longer is useful to king or country and committed only to himself. Falstaff lives by his wits on stolen or borrowed money, spending his time drinking at the Boar’s Head Inn among prostitutes, thieves and cheats.

Not yet on the English throne, Hal willfully spends his youth as a roistering companion of old Falstaff, who looks forward to riches and royal honors when young Hal ascends to the throne as Henry V.

Hal’s father, old King Henry IV (Gielgud). is ill and beset by claimants to a throne: the family of King Richard II whom Henry has had killed. He worries that his son Hal will not become a strong enough monarch to defend kingdom and, especially, throne and crown.

Almost as interesting as Welles’ great film itself were his behind the scenes machinations to raise the money to film Chimes at Midnight and cajole some famous actors into his cast. The most eminent Shakespearian actor of the 20th Century, John Gielgud, because of other stage and film commitments, was available only 10 days in Spain to film his scenes, most of which were in filmed what passed as a castle that was so cold that Gielgud had to fight off the chill—in one scene viewers can spot his warm breath caught in the frigid air. Jeanne Moreau had only a week to spare for filming, and Ms Rutherford had to be back in England within a few weeks.

In addition to carrying the co-starring role of Prince Hal Keith Baxter, the 26-year-old had to chauffeur both Welles and Gielgud while in Spain, where most of the scenes were filmed. Both men treated young Mr Baxter as a confident. Gielgud told Baxter the he was sure that Welles thought him “an old ham,” and Welles confided to Baxter that he was certain that Gielgud thought him an “old fraud.”

At the time he was filming in Spain, Welles accepted an offer to direct and star as Long John Silver in Robert Louis Stephenson’s Treasure Island for a Spanish movie producer. Welles’ deceptions included having the Spanish producer pay for the elaborate Boar’s Head Inn set and other line items that ostensibly were for Treasure Island, but which Welles used for Chimes.

Orson Welles would play Long John Silver in Treasure Island but seven years later and for a different film company. While Orson Welles never forsook the voluptuary life, he did admit, “I’ve spent too much energy on things that have nothing to do with a movie. It’s about 2% movie-making and 98% hustling, It’s no way to spend a life. On a different occasion he remarked, “I never like to see my movies because I like to remember them as being so much better than they really were.”

As one who has watched Chimes at Midnight several times, it is my favorite Shakespeare on film, and has never grown stale for me.

Frank Cullen is a playwright, co-author of seven published show-business novels (The Porridge Sisters Adventures), and Vaudeville, Old & New: An Encyclopedia of Variety Performers in America, and as producer of film fests at Guild Cinema on Nob Hill, and the ABQ East Mountain Library in Tijeras.