---
title: "Chimes at Midnight"
year: 1965
kind: "film"
canonical: "https://film.one/film/chimes-at-midnight"
fi1m_id: "chimes-at-midnight"
imdb_id: "tt0059012"
tmdb_id: 986
wikidata_id: "Q2529482"
fi1m_score: 88
critics_score: 84
critics_reviews: 10
published: "2026-09-26T15:51:02.889801+00:00"
updated: "2026-09-26T15:51:20.286252+00:00"
region: "DE"
licence: "© Fi1m Ltd. Written by AI under a human editor; checked against sources before publication. Quote with attribution and a link to the canonical URL."
---

# Chimes at Midnight (1965)

Directed by Orson Welles · 1h 55m · Comedy, Drama, History, War

## Identity

Chimes at Midnight

- **Canonical:** https://film.one/film/chimes-at-midnight
- **Type:** Film
- **Fi1m ID:** chimes-at-midnight
- **IMDb ID:** tt0059012
- **TMDB ID:** 986
- **Wikidata ID:** Q2529482
- **Same entity:** https://www.imdb.com/title/tt0059012/, https://www.themoviedb.org/movie/986, https://www.wikidata.org/wiki/Q2529482

**Fi1m score: 88** · Critics 84 from 10 reviews

*In a sentence:* Welles gives himself the best part in Shakespeare and for once nobody can accuse him of hogging it

> Welles cuts five plays down to one story about a prince with two fathers, and plays the fat one himself. The sound is rough and the money ran short, but the battle in the mud and the faces in the tavern are as good as anything he made.

## Synopsis

England, early in the fifteenth century. Henry IV (John Gielgud) has taken the crown from Richard II and holds it uneasily, with the Percy family rising against him in the north under the hot-headed Hotspur (Norman Rodway). His heir, Prince Hal (Keith Baxter), spends his nights in a London tavern with Sir John Falstaff (Orson Welles), a fat, broke, elderly knight who drinks on credit and lies for pleasure. Mistress Quickly (Margaret Rutherford) runs the house, Doll Tearsheet (Jeanne Moreau) works in it, and Ned Poins (Tony Beckley) helps Hal rob Falstaff after Falstaff has robbed some travellers on the road. The king summons his son to court. Hal knows he will have to choose between the two old men, and so does Falstaff.

## Review

Orson Welles takes the two parts of *Henry IV*, borrows scraps from *Richard II*, [*Henry V*](https://film.one/film/henry-v-1944) and *The Merry Wives of Windsor*, and cuts the lot to 115 minutes about one thing: a young man deciding which of two old men to belong to. Welles wrote the screenplay, directed it, designed the costumes and plays Falstaff. It was made in 1965 and did not reach British cinemas until 23 March 1967, which tells you something about how it was received at the time. We think it is the finest film of his later years. It is also a mess in ways you can hear, and we will come to those.

The film opens in snow, with Falstaff and Justice Shallow (Alan Webb) tottering towards a fire and remembering that they have heard the chimes at midnight. That line is usually buried in the second play. Welles puts it first, so that everything that follows is already a memory. Edmond Richard shoots the tavern from the floor, with a wide lens, so the beams press down and Welles fills the frame like furniture. The court is the opposite: bare stone, a high chair, light falling in shafts from windows we never see. Nothing has been built that did not need to be.

The Battle of Shrewsbury is the reason the film is still talked about. It starts almost as comedy, with knights winched onto their horses by pulley, and it ends with men in armour lying in slurry, stabbing at whatever is nearest. Elena Jaumandreu and Frederick Muller cut it into shots too short to tell one side from the other, and Angelo Francesco Lavagnino’s drums and brass drop away until there is mostly grunting and metal. We were horrified, and we had gone in expecting to be. What did it was the mud: it gets into the lens, onto the faces, and by the end nobody on screen looks like a person who could have a name.

Welles’s Falstaff is quieter than you expect. The lies, the belly and the roar are all there, but the eyes keep going to Hal, checking. In the scene where the two of them play at being king and prince for the tavern, Hal, still in the game, tells him that he will be banished, and Welles simply stops. It is a face waiting to be told it was a joke. Keith Baxter plays Hal as a man who, most critics think, has already half left the play and is ashamed of how easy he finds it. John Gielgud speaks the king’s verse as if reading his own accounts, cold, exact and frightened, and he is the best thing in the film after the battle. Margaret Rutherford is warm and slightly baffled as Quickly, and Norman Rodway’s Hotspur is played for laughs in the bath and then not.

Now the trouble. The dialogue was recorded afterwards, and lips and voices part company often enough that we stopped noticing and then noticed again. Several of the smaller parts speak in a voice that sounds suspiciously like the director’s. Jeanne Moreau is billed fourth and has perhaps four minutes; Marina Vlady’s Kate Percy has fewer. Scenes end a beat early, as though the money did. Shot in Spain on little of it, the film wears its poverty in the court scenes, which are a chair and a shaft of light and a great actor doing the rest.

Set against Welles’s other Shakespeare, this is far ahead of his [*Macbeth*](https://film.one/film/macbeth) and his [*Othello*](https://film.one/film/othello), both of which are all mood and mist. Here the mood serves the people. The ending is where the plays end, and we will not describe it, except to say that Welles has built the whole film so that you watch it coming and cannot look away.

Watch it with the subtitles on and the volume up. The verse fights the soundtrack all the way through, and the verse should be allowed to win.

*Fi1m score 88, published 26 September 2026.*

## What the critics say

Most critics regard Chimes at Midnight as one of Welles’s major works, and the praise gathers in two places. The first is his own Falstaff, described as mercurial and moving, with several reviews noting the lonely pride and fear beneath the swagger. The second is the Battle of Shrewsbury, singled out again and again for its staging, its rhythmic editing and its refusal to make violence look handsome. Gielgud’s performance draws mention, as does the poignancy of Falstaff’s treatment by Hal, and more than one review credits Welles with making a great deal from a small budget.

The reservations are mild and remarkably consistent: distracting flaws, an unfinished feel, an occasional lack of coherence. Nobody lets these lower the verdict beyond a shrug. The spread is narrow, and the only mixed notice is also the earliest, from Variety in 1965, which admires the performance more than the film around it. The warmest reviews arrive with the 2016 restoration.

## Straight answers

**Is Chimes at Midnight worth watching?**

*Chimes at Midnight* is worth watching for anyone who can take Shakespeare with the sound slightly out of step, and we scored it 88. Orson Welles plays Falstaff as a quieter, more watchful man than usual, and the battle in the mud is as good as anything he made. Keep the subtitles on; the verse and the soundtrack fight all the way through.

**How long is Chimes at Midnight, and what is it rated?**

*Chimes at Midnight* runs 1h 55m. It is a comedy and drama film.

**Where can I watch Chimes at Midnight in Germany?**

*Chimes at Midnight* is not on any streaming or rental service in Germany at the moment. It is available in 3 other countries; change your country at the top of the page to see where. Availability is checked daily.

**How violent or frightening is Chimes at Midnight, and is it suitable for children?**

*Chimes at Midnight* carries a UK PG certificate, and the only hard stretch is the Battle of Shrewsbury, where knights in armour lie in slurry stabbing at whatever is nearest. It is grim rather than gory, with no blood to speak of, but it horrified us. Older children who can follow Shakespeare will be fine; younger ones will be bored long before the fighting starts.

**How does Chimes at Midnight compare to My Own Private Idaho?**

*Chimes at Midnight* is the better film and the tighter one, cutting five Shakespeare plays into a single story about a prince choosing between two fathers. [*My Own Private Idaho*](https://film.one/film/my-own-private-idaho) moves the Falstaff story to Portland street hustlers and keeps the ache, but its Shakespearean passages can feel laboured. Watch Welles for the plays and the battle; watch Van Sant for River Phoenix.

**Is Chimes at Midnight based on a true story or a book?**

*Chimes at Midnight* is adapted from Shakespeare's plays, chiefly the two parts of *Henry IV*, with scraps of *Richard II*, *Henry V* and *The Merry Wives of Windsor*; the history behind them, Henry IV's uneasy reign and the rising in the north, comes down through Raphael Holinshed. Welles rearranges freely, opening on a line normally buried late in the second play. You need not know the source, but the verse is easier if you do.

**What should I watch after Chimes at Midnight?**

After *Chimes at Midnight*, try [*My Own Private Idaho*](https://film.one/film/my-own-private-idaho) (1991, Fi1m 82): Falstaff as a Portland street hustler; Van Sant keeps the ache intact. Then [*Ran*](https://film.one/film/ran) (1985, Fi1m 92): Kurosawa’s *Lear*, with an old man discarded and a battle without glory; and [*Touch of Evil*](https://film.one/film/touch-of-evil) (1958, Fi1m 88): Welles fat, crooked and pitiable again, this time in a border town.

### Reviews we read (10)

- **Slant Magazine**, Chuck Bowen (5/5): Bowen presents the restoration as a revelatory release and calls the film Welles’s ultimate masterpiece. He especially praises the Battle of Shrewsbury for its inventive staging and unglamorous portrayal of violence. [Read](https://www.slantmagazine.com/dvd/chimes-at-midnight-bd/)
- **The New Yorker**, Richard Brody (95/100, inferred): Brody celebrates the film as a major work by Welles and a landmark in cinema. He singles out Welles’s performance and the play-acting scene’s piercing self-recognition for particular praise. [Read](https://www.newyorker.com/culture/richard-brody/orson-welless-mighty-chimes-at-midnight)
- **Los Angeles Times**, Kenneth Turan (90/100, inferred): Turan presents the film as a major, deeply affecting achievement, rich in melancholy and humor. He especially praises John Gielgud’s performance and the battle scenes’ imagery and rhythmic editing. [Read](https://www.latimes.com/entertainment/movies/la-et-mn-chimes-at-midnight-review-20160101-column.html)
- **Empire**, David Parkinson (85/100, inferred): Parkinson calls the film a melancholic masterpiece despite some distracting flaws. He especially praises Welles’s performance and the Battle of Shrewsbury sequence. [Read](https://www.empireonline.com/movies/reviews/chimes-midnight-review/)
- **The Independent**, Geoffrey Macnab (85/100, inferred): The review is strongly positive, calling the film a moving and rewarding work. It singles out Welles’s performance as Falstaff and the poignancy of Falstaff’s rejection by Hal. [Read](https://www.independent.co.uk/arts-entertainment/films/reviews/falstaff-chimes-at-midnight-film-review-digitallyrestored-version-marks-orson-welles-centenary-and-film-s-50th-anniversary-10217086.html)
- **The Guardian**, Philip French (80/100, inferred): French calls the film a rich, elegiac masterpiece despite its flaws and unfinished feel. He especially praises Welles’s editing of the Battle of Shrewsbury and his mercurial performance as Falstaff. [Read](https://www.theguardian.com/film/2015/jun/28/chimes-at-midnight-review-orson-welles-falstaff-messy-masterpiece)
- **Time Out** (80/100, inferred): Time Out’s description presents the film as fascinating and highly resourceful. It singles out how Welles makes the most of a small budget. [Read](https://www.timeout.com/newyork/film/chimes-at-midnight)
- **Variety**, Variety Staff (70/100, inferred): The review presents the film as a personal, melancholy blend of comedy and heroism. It praises Welles’s portrayal of Falstaff, noting the lonely pride and fear beneath his swagger. [Read](https://variety.com/1965/film/reviews/chimes-at-midnight-1200421131/)
- **RogerEbert.com** (69/100, inferred): The URL identifies this as a Great Movies review, but the page text is blocked. The critic’s verdict and any specific praise or complaint cannot be verified. [Read](https://www.rogerebert.com/reviews/great-movie-chimes-at-midnight-1965)
- **The Skinny**, Philip Concannon (★★★★): Concannon praises the film as a thrillingly alive, rambunctious Shakespeare adaptation, despite occasional lack of coherence. He singles out Welles’s Falstaff performance and the film’s dazzling direction, editing and battle sequence. [Read](https://www.theskinny.co.uk/film/dvd-reviews/chimes-at-midnight)

## Details

- **Director:** Orson Welles
- **Director:** Orson Welles
- **Screenplay:** Orson Welles
- **Novel:** Raphael Holinshed
- **Cinematography:** Edmond Richard
- **Editor:** Elena Jaumandreu, Frederick Muller
- **Music:** Angelo Francesco Lavagnino
- **Costume design:** Orson Welles
- **Producer:** Ángel Escolano, Emiliano Piedra, Harry Saltzman
- **Cast:** Orson Welles as Falstaff; Keith Baxter as Prince Hal; John Gielgud as Henry IV; Jeanne Moreau as Doll Tearsheet; Margaret Rutherford as Mistress Quickly; Marina Vlady as Kate Percy; Walter Chiari as Mr. Silence; Michael Aldridge as Pistol
- **Runtime:** 1h 55m
- **First release (Denmark):** 22 December 1965
- **Genres:** Comedy, Drama, History, War
- **Budget:** $800,000

## Where to watch in Germany

Not streaming, renting or buying in Germany at the last check.

Also available in: ES, GB, US. Add `?region=XX` to this URL for another country.

## If you liked this

- *Henry V* (1989): Branagh picks up where Hal leaves off, with a battle nearly as muddy
- *My Own Private Idaho* (1991), Fi1m 82: Falstaff as a Portland street hustler; Van Sant keeps the ache intact — [Fi1m page](https://film.one/film/my-own-private-idaho.md)
- *Ran* (1985), Fi1m 92: Kurosawa’s *Lear*, with an old man discarded and a battle without glory — [Fi1m page](https://film.one/film/ran.md)
- *Touch of Evil* (1958), Fi1m 88: Welles fat, crooked and pitiable again, this time in a border town — [Fi1m page](https://film.one/film/touch-of-evil.md)
- *The Hollow Crown* (2012): The same plays at full length, with Simon Russell Beale’s Falstaff

---
© Fi1m Ltd. Written by AI under a human editor; checked against sources before publication. Quote with attribution and a link to the canonical URL. Canonical: https://film.one/film/chimes-at-midnight