Chimes at Midnight, a.k.a. Falstaff (1965)

You can tell it was pretty late in the directing career of Orson Welles. Not having enough friends left in Hollywood, he turned to European production companies I'd never heard of before. His use of black and white at this point probably had more to do with budget than artistry. Oh, other famous people still got involved -- Harry Saltzman, John Gielgud, and Jeanne Moreau come to mind -- but a sizable portion of the (rather few) credited names reflect Switzerland, France, or especially Spain for a reason. Thanks to contested distribution rights, you'll be lucky to find the film in the U.S. My luck took the form of a Welles festival at the AFI Silver Theater.

As you might have guessed from the second title, Welles plays Sir John Falstaff, a popular minor character from several Shakespeare plays. His moderate-length screenplay combines mostly relevant portions of the tetralogy consisting of Richard II; Henry IV, Part 1; Henry IV, Part 2; and Henry V, plus some dialog from Merry Wives of Windsor and details from a 16th-century history text. Believe it or not, Welles saw fit to lose weight for a role consistently described as obese.

Falstaff is best remembered for comic relief, and Welles' froggy voice certainly helps with the funny lines. My theater (reportedly more packed for this showing than for The Third Man) held as much laughter as you might expect from a typical modern comedy.

Nevertheless, it would be a mistake to call CaM a comedy, even putting aside its basis mainly in history plays. The opening scene with Falstaff is pretty dreary, almost evoking Ingmar Bergman. The last several minutes partially mirror this sentiment. I don't think I'll spoil much by saying he dies off camera, and there's nothing funny about the circumstances.

I'm not sure whether all the dialog came straight from the plays. I found none of it tricky to understand. Maybe Welles made a point to skip the more archaic language, or maybe I've just had enough exposure to spoken Shakespeare that it rarely trips me up anymore.

If you find none of the above a significant obstacle to your enjoyment, then you should find nothing to dislike about CaM. All the major parts are well acted. The cinematography always works nicely, even in the battle scene. And the old-fashioned music can be soothing. I hope you get the chance to check it out.