A “Completely Good Man” is Hard to Find: Welles’ Defective Falstaff

by Carl C. Curtis (February 2015)

Whether Chimes at Midnight1 is Orson Welles’ greatest film remains a matter for debate. That it suffered from the usual post-RKO Welles problems is certain: the unpredictable production schedule, tight budget, and occasionally poor or out-of-sync soundtrack compose the hash that typifies a latter-day Welles’ effort. Still, critics, at first mixed in their opinions, have warmed so much to Chimes at Midnight that many regard it as one of Welles’ finest works (Hindle 42). For Welles, however irksome the task of completing the project, it was assuredly a labor of love. He had in somewhat different form presented the subject onstage and had thought deeply about Shakespeare’s great miles gloriosus for many years (Rothwell 86). There can be little question that he was determined to start and finish the film, warts and all.

That Welles saw himself in Falstaff is a possibility too tantalizing to ignore: both men fat, intelligent, aging and gifted, both larger than life and prone to fakery, they hatched bold schemes resulting in only partial successes tinged with sadness. One thing is absolute: Welles admired Shakespeare’s corpulent knight, and he expressed his view in words of unvarnished praise. Among other things, Welles called Falstaff “the most unusual figure in fiction in that he is almost an entirely good man . . . a gloriously life-affirming good man . . . really ‘merrie England’” (With Orson Welles)2 and “the greatest conception of a good man, the most completely good man, in all drama.” (Cobos and Rubio qtd. in Jorgens 109). Decidedly, Welles does not fumble for words here. But perhaps the most important statement Welles makes is that his claims for Falstaff rest on the “fiction,” not the film; that is, Welles’ Falstaff is not simply a figure on the screen. He is the character any reader or audience will find in the only fiction in which he ever appeared, Shakespeare’s.

The view is controversial.3 Traditionally understood, Falstaff is part fat buffoon or “jester” (Rothwell 85), part artful climber, hilarious in his exploits and lamentable in his fall. Anyway you take him he stands bigger than life. Loveable and irritating in turns—bragging, eating, whoring, or stealing—he dominates almost every scene in which he appears. Welles’ own commentary on his Falstaff does not alter this picture completely, for the miles gloriosus is still there, but I believe some remarkable changes have occurred, defining Welles’ vision as tragic. If Welles has painted Shakespeare’s character aright, the tragedy, by Aristotelian definition, is practically unexceptionable, provided that one can locate virtue and a tragic flaw. And, indeed, one may find both easily enough in Falstaff’s almost naïve trust in Hal and his belief in his own irresistible charm. The “completely good man” misses the mark (harmartia) in supposing the prince will, in a grotesque, topsy-turvy dream of the future, carry the “huge hill of flesh” (1Henry IV, 2.4.233. – 4) just short of the heights of royalty. As Welles presents it, Falstaff’s blindness to the exigencies of realpolitik prompts these airy imaginings, just as the reality of a harder world brings about the sad fall—not only Falstaff’s but England’s as well. For if Falstaff is “merrie England,” as Welles supposes, it is fair to say that as he goes, so goes the country. There will be no room for fat knights, sack, and jolly hijinks in the new, highly serious England bent on achieving the greatness that will come at Agincourt. The tragedy in Chimes is, then, a tragedy not of one but of many, the degeneration, as I think Welles infers, corollary to the rise of the modern state at the cost of pleasures that make life worth living.4

With all of that said, the big question is whether Welles’ understanding of Falstaff and Falstaff’s England accurately re-states Shakespeare’s vision. For Chimes to be a great film, nothing says it has to be really faithful to the plays; Hitchcock’s The Thirty-nine Steps is delightful in spite of its being a mere shadow of John Buchan’s novel. Nevertheless, I think Welles believed he was giving his audience the same action they would find in the plays though perhaps not scene-by-scene or even act-by-act. If Chimes is the whole without all the parts, on the balance it works very well indeed.

But what of Welles’ Falstaff? It is safe to say that if he is not even an almost completely good man, as Welles declared him to be, he loses the quality that is prerequisite to the tragic character and his fall. In my view Shakespeare’s Falstaff is not—not even “almost”—a “good man,” though he is gargantuan in the qualities he possesses. Outrageous, entertaining, forceful, and remarkable in his vices, crimes, and misdemeanors, frequently naïve and downright foolish in his estimation of himself, Falstaff is not omitted from England’s future once Hal becomes Henry V because he has become just a square peg in a round hole, a vestige of a delightful past become archaic overnight. Instead he is a man—and more to the point a kind of man, homo Eastcheapus, if you like—who must diminish, as surely he does, on moral grounds if the country is to achieve anything good or great. Moreover, Hal’s banishing Falstaff has nothing to do with the dawning of some cynical, modern project; instead Hal does what he must to resist a pernicious modernity that Falstaff represents to which Welles is at best myopic. All of this we will see if we attend not merely to what’s in Chimes but what is not, namely the speeches that Welles chose to omit.

When Falstaff first appears in Chimes, he strikes a rather somber note, speaking about death with the Justice Shallow (Alan Webb), his demeanor appropriately somber and his language terse. This scene, which opens the film, resumes approximately one hour, twenty-eight minutes later. The opening is therefore to be taken as a present moment followed by a lengthy flashback; this “present” will then resume and move forward to the end. This is Welles scheme, not Shakespeare’s, a minor point insofar as the medium of film allows a director and screenwriter to arrange Shakespeare in the way he deems most effective. However, every presentation, if it is intended to be faithful to Shakespeare, must observe the effect of this scene-shuffling and, more importantly, the editing of lines. Welles omissions are patently damaging to Shakespeare’s conception; notable is his failure to follow this opening scene, once it is resumed, to its conclusion, especially in a story so thoroughly determined to present Falstaff.

The exchange between Shallow and Falstaff occurs in act 3, scene 2 of Henry IV, pt. 25 where Falstaff arrives in a town in which Shallow is justice of the peace. The two are old acquaintances and cagey individuals though not equally so. Despite their protestations of friendship and reminiscences of the good old times (prompting Falstaff’s famous “We have heard the chimes at midnight, Master Shallow” (210)), each sees the other as a path to wealth and ease. Shallow counts on Falstaff’s notorious camaraderie with the prince, the heir to the throne, and Falstaff assesses Shallow as one who “now has . . . land and beefs” (319 – 320). There’s no denying that such chemistry might produce delightfully broad comedy, displaying an amusing portrait of human greed, as Welles hints. However, Shakespeare has other motives. In the play, the scene ends with Shallow, Silence, Bardolph, and all the conscripts for battle departing,6 leaving Falstaff to deliver a soliloquy, as it happens, his next-to-last in the two parts of Henry IV. And it is remarkably un-“merrie.”

In Chimes, Welles prefers to turn soliloquies into speeches delivered largely in the presence of others. The result is that Falstaff’s derogatory jabs at Shallow lose the deceit and hypocrisy of private thoughts hiding behind a jovial face. More importantly, this “soliloquy” is trimmed disastrously, omitting what may well be the defining moment of Falstaff’s career and philosophy.

In Shakespeare, completely alone, Falstaff assesses his situation vis-à-vis the justice’s, first observing the ground on which they both stand as “old men” given to “this vice of lying” (2Hen IV, 3.2.295 – 296). The “we” of this opening may suggest a benign sense of brotherhood. But one has every reason to suspect that Falstaff’s grasp of Shallow’s character and motives exceeds Shallow’s grasp of Falstaff’s by light years, and that the knight’s superior knowledge will prove serviceable in a less-than-honorable cause, namely his own advancement. Such a conclusion should not surprise any reader of Shakespeare; this is, after all, Falstaff. Nevertheless, the last lines of the soliloquy paint a dark, definitive portrait of the man:

[A]nd now has he land and beefs. Well, I’ll
be acquainted with him, if I return; and it shall
go hard but I will make him a philosopher’s two
stones to me: if the young dace be a bait for the
old pike, I see no reason in the law of nature but I
may snap at him. Let time shape, and there an end. (2Hen IV, 3.2.319 – 324)

Falstaff’s chief metaphors reveal starkly self-serving motives. The philosopher’s stone, part of the paraphernalia of alchemy, was believed to turn base metal (Shallow himself) into gold, here for Falstaff. The corresponding “dace” (the minnow) and “old pike” are even more alarming. Falstaff defines the world as one in which “the law of nature” permits the gobbling up of another to further one’s own fortunes. This is nothing less than base self-preservation and self-advancement, a nibbling that might turn into a feeding frenzy as occasion demands, and a facet of the emerging modern view of things that regarded traditional virtue—whether embodied in the Christian theological or the secular cardinal virtues—as so much starry-eyed idealism. Not exactly the mark of a “completely good man” and not an iconic picture of “merrie England.” But, then, Welles omits lines 320 – 324.

Had Shakespeare not prepared us for such a summing up of Falstaff’s private view of things, the soliloquy might have come as a shock. The fact remains that Sir John has maintained this understanding from the moment he first appeared in part one. His “when thou art king, let not us that are squires of the night’s body be called thieves” (1Hen IV, 1.2.23 – 25) and “Do not thou, when thou art king, hang a thief” (60 – 61) remain in Chimes, and, along with so much of act 1, scene 2, remain hilarious. Yet, funny as they are, they suggest the self-service the Justice-Shallow soliloquy later makes plain. For all Welles’ affection for Falstaff, anyone might quite justly wonder if he would want to live in the England Falstaff imagines where “resolution,” that is to say, lawlessness, was not “fubbed . . . with the rusty curb of old father antic law” (1Hen 4, 1.2.59 – 60). It would be a strange fellow indeed who claimed he would, much as it would be a strange fellow who enjoyed riots and looting, other than a rioter or looter. Yet there is reason enough to believe that Falstaff would enjoy it.

For Falstaff, law, whether an inner matter of self-control or an outer one of statute, constitutes an obstacle to desire—unless law can be altered to the point that it loses its actual purpose of placing bounds to human action without which daily life would become a war of the strong against the weak, the clever and bold against the naïve. The law that willingly blinds itself to the nefarious deeds of approved cutpurses is not law at all. Nevertheless, “old pike” Falstaff sees such a development as natural; the more “daces” he can find to fill his purse and his belly, the better. It is only logic, therefore, that Falstaff should see Shallow as food and the Lord Chief Justice, who first enters in act one of the second part, as his enemy.

The Chief Justice appears in four scenes in the Henry IV, pt. 2 (1.2, 2.1, 5.2, and 5.5), coming into prominence as Falstaff’s character crystallizes. He serves the dual purpose as foil to both Falstaff and later Hal become Henry V (Alvis 211 – 217) and as allegorical figure, representing justice itself. A voice not only of law but of sense and reason, he chides Falstaff for his crimes (among them the capital act of armed robbery) and other minor but by no means insignificant offenses. To his entreaties Falstaff brazenly lends a deaf ear, observing that he is beset with a “perturbation of the brain . . . a kind of deafness” (2Henry IV, 1.2.123 – 124), otherwise known as the “disease of not listening, the malady of not marking” (118 – 119). Noticeably, the jokes of the old scoundrel that were so funny in part one have lost the humor that masked the villainy now increasingly obvious in part two. That Falstaff recognizes his own natural opposition to the Chief Justice becomes manifest in the fifth act when news of the king’s death is delivered by Pistol. Hal’s succession is, after all, something Falstaff has anticipated since 1.2 of Henry IV, pt. 1, but his words regarding the Chief Justice are what really stand out in the celebration:

Away, Bardolph! saddle my horse. Master Robert
Shallow, choose what office thou wilt in the land,
’tis thine. Pistol, I will double-charge thee with dignities.


                                                    Boot, boot, Master
Shallow: I know the young king is sick for me. Let
us take any man’s horses; the laws of England are at
my commandment. Blessed are they that have been my
friends; and woe to my lord chief justice! (5.3.123 – 125; 136 – 139; my italics)

From which we may gather that Falstaff sees himself as the new chief justice of the land, defining law and right as an extension of his appetite. The “Blessed are they that have been my friends” must raise an eyebrow or two for its biblical echo and for its reflection on the monarchy itself. For if, as Falstaff supposes, Hal is his friend, the new king is also “blessed.” Whatever one may think Richard II’s deposition has done to the theory of kingship,7 one will believe only with great difficulty that Falstaff’s benediction is the balm that marks the new sovereign. But Falstaff rides in confidence that “Hal,” a familiarity he does not drop when he addresses the newly crowned king at court, will welcome him with open arms, along with his plans to “Eastcheap” the kingdom.

No one besides Falstaff and his cronies would regard this as just or good. Whether Welles understands this episode—and he does keep the lines “woe to my lord chief justice” in the film—remains a thorny question. Welles may think that Falstaff’s vision of England’s future is sufficiently “merrie” to allow for some jolly removal of too-serious and too-scrupulous ministers, the Chief Justice among them. The quality of man Falstaff imagines he will put in office is easy to guess, but always at the center there will be Falstaff himself: “Banish Peto, banish Bardolph, banish Poins” (1Henry IV, 2.4.59), banish anyone but Falstaff. All things revolve merrily around him. But no matter how much one chuckles at the old, fat knight, Falstaff sees his ride to the court as the swift swim upstream of the “old pike” readying himself for a meal of the “young dace”; only this time the dace is England.

For Falstaff, then, as he heads for court, the “law of nature” is about to start turning its wheels. But as Shakespeare has indicated dramatically, that “law” has been advancing for too long in the realm, and it’s high time that something be done to halt its progress. The England Shakespeare reveals up to the time of Falstaff’s banishment (2Henry IV, 5.5) is increasingly a game of king on the mountain sans the youthful high spirits. For good or ill, once Henry Bolingbroke takes the crown from Richard (a murderer and tyrant himself but the rightful king by succession), power and shrewdness become the tools to manage affairs whether in the taverns of Eastcheap or from the court. Henceforth, Falstaff’s “Eastcheapers” rob with the confidence that they “walk invisible” (1Henry IV, 2.1.87) to the law; Hotspur, Glendower, and Mortimer argue over each man’s “moiety” (3.1.96) of the England they plan carve like a Christmas goose; and John of Lancaster tells bald-faced lies “with a most Christian care” (4.2.115) to the rebels at the forest of Gaultree. The drift of events flowing from the increasingly base desires in the hearts of men implicitly asks whether Hal, once he is king, will float with the polluted current or set England on a more virtuous course.

For Hal, to alter what seems the “natural” current of might-making-right lies in giving Englishmen a purpose greater than their own bellies. His statesmanship will necessarily require some means by which the good of England might be pursued with a will. Loyalty to oneself alone, that is, to the “pike” that might rise from dark depths of the souls, will not engender the general and particular good. But what can Hal do to subdue that inclination, especially when the England he inherits is so bent on the collective embodying of that ethic? That honor—for self, for country, and to God—has something to do with Hal’s answer almost goes without saying; it is his great theme from the first scene in which he actually appears to the aftermath of Agincourt in Henry V, but clearly such a project must exclude Falstaff.

From the very first scene of Henry IV, part 1, honor surfaces as a major theme, although, as the king supposes, as a quality his son lacks. Hal, stained with “riot and dishonor” (1Hen 4, 1.185), is sketched entirely in contrast to Hotspur, “the theme of honor’s tongue” (81). Although modern history has found no evidence for the reprobate Hal, Shakespeare would have read in Holinshed about the slanderous rumors bruited at court, much to the prince’s vexation (Holinshed 56 – 57). The playwright takes “history” and creates a Hal all his own. For him the prince is not merely reported to consort with wastrels and thieves in Eastcheap and its environs; he is consorting with them. But Shakespeare does not leave it at that. His Hal in reality is no reprobate at all, but a calculating and precocious young prince manufacturing a false picture of himself to disarm his enemies8 and shine all the more brightly when he casts his supposed dishonor aside.

The famous soliloquy that concludes act 1, scene 2, an invention of Shakespeare’s (Alvis 207, fn. 10), sets forth the plan that will define Hal’s deeds from that moment forward. With Falstaff, Poins, and the other Eastcheapers absent, Hal muses:

I know you all, and will awhile uphold
The unyoked humour of your idleness:
Yet herein will I imitate the sun,
Who doth permit the base contagious clouds
To smother up his beauty from the world,
That, when he please again to be himself,
Being wanted, he may be more wonder’d at,
By breaking through the foul and ugly mist
Of vapours that did seem to strangle him. (1Henry 4, 1.2.188 – 196)

The sense of wonder that Hal aims for, which so disturbs many readers of the play (Jorgens 107), might indicate a cold personality, dead to any real friendship or affection. The interpretation is not out of the question.

And Welles? What does he think? Notably, in Chimes, the soliloquy is not a soliloquy at all, but a speech done partly sotto voce with Falstaff a few yards away, apparently able to hear much of it, at least as Hal chooses. The concluding lines of the speech, “I’ll so offend to make offense a skill, / Redeeming time when men think least I will” (209 – 210) are spoken with a wink directly to Falstaff as the prince skips merrily away. Welles, then, appears to appreciate that Hal, as Claire McEachern has observed, is “in complete control of his own mythology” (1042) from the very start. What Welles cannot see is just how much this calculation lends itself to the future health of the realm. By Shakespeare’s day, calculation carried the stain of Machiavellianism, the trait of the icy, manipulating ruler who used men and occasion to achieve whatever goals he devised, usually as long as they redounded to his own glory—all of which sounds very like Hal (Alvis 211; Jorgens 107). This disposition is not necessarily aimed at a greater civil or spiritual good as traditionally understood, at achieving justice, order, peace, prosperity, or beatitude; hence, the commonly held suspicion of it. Shakespeare’s Hal escapes this categorization by having enough public spirit, enough consideration of the greater good for his countrymen and himself, to aspire to bringing England back to a higher order that honors God and England. But as Welles would have it, such aspirations cost too much because they leave “merrie England,” the corporate realization of Falstaff, out of the picture. Falstaff and Welles prefer an England in which the chief good resides in fatness (1Henry IV, 2.4.457 – 458), where time, the dimension preciously measuring human action, is denoted in jolly indulgences: “cups of sack, . . . capons, . . . the tongues of bawds, . . . the signs of leaping houses, and the blessed sun himself a fair hot wench” (1.2.7 – 10). This Land of Cockayne has always attracted a certain type, striking its most fervent acolytes as paradise, but it cannot exist except as a small, marginal oasis, and only where more responsible men maintain the order that allows it some place. To see it as the whole body politic results in what I have called the Eastcheaping of the kingdom, nation, or state.

It is the dangers of Eastcheaping that remain opaque to Welles. Surely, Shakespeare hasn’t any notion of letting pure hedonism dominate his country; the role of Falstaff as foil to Hal stresses the impossibility, so clear by the end of the second part but equally clear from Hal’s soliloquy just highlighted, of such a philosophy producing civic health. At the same time, the plays suggest disgust with the single-minded glory-seeker that Hal’s ethos might foster in a lesser man. The reason for thinking Hal’s goals are of another sort crystalizes in his other foil Hotspur. The wild northern youth may be “Mars in swaddling clothes” (1Henry IV, 3.2.112), as Henry IV imagines, but he is also as reckless with the fates of others as he is with his own, all because of his pursuit of glory. Shakespeare makes the point repeatedly and effectively in those scenes where Hotspur bandies words with those who have every reason to admire him but also see his glaring faults. In the very first scene in which he appears (1.3), Worcester chides his nephew with a keen and critical eye that Hotspur would do well to turn on himself. The lapses in character he spots are no less apparent in act 4 before Shrewsbury. But perhaps the most transparent exhibition of Hotspur’s woeful lack of humility, temperance, and prudence occurs in act 3, scene 1. There with Worcester, Mortimer, and Glendower, his co-conspirators, he fails entirely to behave in a manner that will engender the amity necessary to success. Glendower may be an irritating ass while prating about the heavens’ marking him “extraordinary” (3.1.41), but he is, as Mortimer notes, a valiant warrior and useful ally. To Hotspur, the Welshman is nothing more than a burr, happily gotten rid of. Again, it is Worcester that pinpoints the missing virtues of self-control and prudence in Hotspur that will eventually destroy him:

In faith, my lord, you are too willful-blame;


Though sometimes it show greatness, courage, blood—
And that’s the dearest grace it renders you—
Yet oftentimes it doth present harsh rage,
Defect of manners, want of government,
Pride, haughtiness, opinion and disdain;
The least of which haunting a nobleman
Loseth men’s hearts and leaves behind a stain
Upon the beauty of all parts besides,
Beguiling them of commendation. (3.1.175; 179 – 187)

Hotspur’s reply that he is “schooled” (3.1.188) may be sincere, but the chosen metaphor of a sullen and unruly boy cuffed by his master suggests that he may be un-teachable. Considerations of state, strategy, and even conjugal love are meaningless to him; all he wants is to “dive into the bottom of the deep, / . . . And pluck up drowned honor by the locks” (1.3.203, 205), the heedless pursuit of which eventually spells his and the rebellion’s doom.

Welles’ portrait of the man lacks much of the language and dialogue that would define him fully. To be sure, his Hotspur is as intemperate as they come, but Welles stresses something that is actually there, the chivalrous urge to battle, without showcasing the faults that become vices. Welles transforms “willful-blame” youth into the belligerent bedfellow of “merrie England,” a plain-spoken soul who loves battle as much as Falstaff loves sack, and who is as lost at court, where more subtle arts reign, as Sir John is on the battlefield where he runs aimlessly as a whip-top in decaying spin. To the extent that Welles admits the need for war—though the magnificent and violent images of Shrewsbury at the climax of Chimes make one wonder—he suggests that battle may as well be a straightforward business of swords and blood, slugging it out man-to-man, than the final moves of a chess game. The idea is not unattractive, but a keener eye might find in it a state of perpetual war to no real purpose beyond the showboating of the victor, a chivalrous Eastcheaping with the “pike” in heraldic plumes.

Predictably, Welles creates his Hotspur by expunging lines of dialogue that Shakespeare thought necessary. Among the axed lines, Welles ignores some of Hotspur’s significant reflections about Hal, omissions that rob the film of the dramatic contrast Shakespeare created. Hotspur’s telling response of “No more, no more! Worse than the sun in March” (4.1.111) to Vernon’s generous description of Hal’s magnificent arrival at Shrewsbury evaporates from the script, as does his later “Forty let it be” (131), the careless witticism regarding the king’s thirty thousand coming to battle. In Chimes the Hotspur who stands before his men before battle waxes almost Churchillian in his oratory but without the statesmanship. More tempered in his manner, he appears a better man than either Shakespeare or Welles has shown so far. And although his “Die all, die merrily” (134) that ends 4.1 goes truant from the script (too bad because it would have brought Falstaff and Hotspur closer together as kindred merry souls), Hotspur’s thirst for personal glory will lead many to death.

For all that, Chimes is about Falstaff; the action, with him as the central character, fixes Hal and Hotspur as his foils. The audience is led to believe that the mighty contestants for the kingdom are in reality wasting their time and countrymen in the pursuit of a secondary good—the primary good realizing itself in the “completely good man.” Welles arranges the prologue to the Battle of Shrewsbury in such a way that Falstaff’s cynical reflection on honor, a soliloquy in Shakespeare, becomes an open speech to Hal and the first half of a mini-dissertation on “merrie” England that will find its conclusion in a second speech after the battle. In the first speech, Falstaff concludes that since honor just might “prick [him] off” (1Henry IV, 5.1.130), that is, lead him to his death as it will shortly do Hotspur, then he’ll have “none of” this mere “word,” this mouthful of “air” (133 – 134). Would not life be better, gentler, and jollier without it? This “catechism” (139) in Chimes finds its proof in a visual manifesto on the human cost of war, the truly great and horrific nine-minute battle sequence that follows.

If honor, whatever its ultimate purpose, is not the brass ring men should seek, what is? The answer emerges in the second half of Falstaff’s “catechism,” a speech that actually occurs in 2Henry IV as a soliloquy but which Welles pastes into the moments following Shrewsbury. Its theme is “sack,” sherry. Whatever greatness may be inspired by honor, sack will outdo it in inspiring both wit and courage. That the speech is at least half a lie is certain. But more interesting is Welles’ staging of the speech. Predictably, Falstaff speaks these words to Hal—the one who really and courageously killed Hotspur—but also to a gathering of soldiers of the king. Some of the rout step forth smiling and nodding, with just a hint that Falstaff’s words sound a pleasing chord to their ears, professional and conscript alike. Standing to one side of Falstaff, they attend to his words and lift their cups of sack to confirm their allegiance to “merrie” England, while the representative of the new order, the prince, walks off in the opposite direction a solitary figure.

One is rightly impressed with the filmmaking. But the gentler and jollier world of Falstaff cannot be seen—not by Shakespeare—as anything but base cynicism, and Welles, try though he may, cannot get around the truth. Falstaff’s patent lie that he, not Hal, has killed Hotspur and should therefore be granted at least an earldom reveals, as if it needed revealing, a character incapable of the self-sacrifice that has so rightly accompanied virtue throughout the ages. Hal puts his life in jeopardy for the kingdom; Falstaff plays dead before claiming the kill (though the baldness of the ruse is considerably softened in Chimes).9 Of the one-hundred-fifty-man company Falstaff has “led” into the fray, “not three” (5.3.36) live to the conclusion. The bottle of sack that takes the place of a pistol in his holster states plainly that Falstaff does not know the difference between Eastcheap and Shrewsbury, and his ignorance is deadly for many.

Hotspur, who certainly does know the value of honor, remains ironically like Falstaff in that he cannot distinguish between an equal and unequal contest. Honor really does “prick him on” both to defeat and death. The advice his uncle offers, that they should withdraw until their forces are at full complement, falls on deaf ears because to follow such advice would postpone the winning of honor. Personal honor is the real end for him just as self-preservation is for Falstaff. Neither can see outside the tunnel vision of his own desires, whether spirited or appetitive, to a greater good for the kingdom, with the result that neither will play a part in its future.

In contrast, Hal sees the distinctions with a clarity that eventually will make him a worthy ruler. He preserves himself in trying times by disarming his greatest enemies with a false picture of himself as “a truant to chivalry” (1Henry IV, 5.1.98) and, when the time is right, reveals himself as Hotspur’s superior, first in the contest of arms and second in the of winning of men’s hearts, albeit a victory not realized fully until Agincourt. And however cruel the banishment of Falstaff at the end of Henry IV, pt. 2 and Chimes, it is just, wise, and merciful. Aside from the self-centered hedonism that sums up Falstaff’s philosophy of life, he is guilty of crimes for which he justly would have been hanged. Hal’s sentence sends him from the court but also grants him a stipend to keep him out of trouble and give him time to “reform,” along with the promise of a possible future reconciliation (2Henry IV, 5.5.65 – 70). Welles’ decision to transfer lines from Henry V that refer to a nameless drunken soldier who “railed against” the “person” of the king whom he graciously “enlarges,” and apply them to Falstaff misleads in the extreme, qualifying the prudence of Hal’s earlier banishment and showing him weak in his kingly resolve. It’s safe to say Shakespeare had other things in mind.

The film ends with this decree and the announced death of Falstaff. The passing of the old knight from this world to the next does not occur in Shakespeare until Henry V, but no matter. Welles set himself the task of compressing two plays into one, and he performed the act well though perhaps not perfectly. The final scene does and should affect the viewer deeply, showing Falstaff’s coffin carted off as Ralph Richardson’s voice-over, chorus-like, proclaims the virtues of a ruler “of such prudence and such policie withall, that he never enterprised any thing, before he had fullie debated and forecast all the maine chances that might happen,” and who “lived and died a patterne in princehood, a lode-starre in honour . . . and famous to the world alwaie” (Holinshed 89; Chimes). The irony stands in bold relief: the calculating, prudent prince of a calculating, prudent age a-dawning has supplanted Old King Cole, the monarch of “merrie England.” It’s stunning direction, but it’s not Shakespeare.

The Falstaff Welles dishes up on film came straight from his heart, and it’s no stretch to insist he knew exactly what he was doing. For all his troubles in funding it, it is strikingly filmed and acted, and, in many ways, thoughtful and pleasurable. Allowing that, Chimes at Midnight omits so many of Falstaff’s words, in too many instances revelatory of his character, that it constitutes a outright impediment to understanding Shakespeare’s work. The Falstaff of “merrie England,” the “completely good man,” may be jolly good, but he is hardly good for anything else except snapping up everything he fancies. Perhaps for Welles complete goodness was the code of the bon vivant. If it wasn’t, he should have given us a different Falstaff—maybe for starters the one that Shakespeare created.





[1] Frequently entitled Falstaff or Falstaff: Chimes at Midnight. To avoid confusion with the character Falstaff, I will use the more common title Chimes at Midnight and the abbreviated Chimes.

[2] From With Orson Welles, produced by the BBC for its series Arena. A lengthy interview with documentary and film footage, it is not available commercially. It is posted on YouTube with the disclaimer, “No copyright infringement is intended and it is uploaded here solely for educational purposes” (<http://www.youtube.com/watch?v=KPmj7j7P0sk>). See also Manvell qtd. in Hindle (41).

[3] It has gotten its share of debunking. See Rexroth (87 – 88) and his reference to Robert Hapgood’s analysis.

[4] I’ve drawn this conclusion from Welles’ own comments in With Orson Welles. For a similar view, see Jorgens (110).

 [5] All quotations from Shakespeare are cited in-text and come from The Complete Pelican Shakespeare, Stephen Orgel and A. R. Braunmuller, gen. eds. Penguin: New York (2002). I use shorter titles; for example, the more concise Henry IV, pt. 2 (and 2Henry IV in notes) instead of The Second Part of King Henry the Fourth.

[6] I should note that Welles conflates the action of the two plays, inserting this scene before Shrewsbury, the military climax of 1Henry IV and omitting the battle that never was at Gaultree Forest of the succeeding play where this scene belongs.

[7] Ernst Kantorowicz’s chapter on Richard II in The King’s Two Bodies is seminal. See also John Alvis’ discussion in Shakespeare’s Understanding of Honor (197, passim). Also, Jorgens (107) on the passing of the old order.

[8] Consider Hotspur’s “But that I think his father loves him not / . . . I would have him poisoned with a pot of ale” (1Henry IV, 1.3.230, 232). It is such a possibility that Hal, the “truant to chivalry,” avoids.

[9] In Shakespeare, Falstaff is accosted by Douglas and feigns death rather than face Douglas’ sword; in Welles, he falls down accidentally with no Douglas in sight.


Works Cited

Alvis, John. Shakespeare’s Understanding of Honor.

Campanadas A Medianoche [Chimes at Midnight], aka Falstaff, Toque Da Meia Noite. Orson Welles, dir. Produced by Ángel Escolano and Emiliano PiedraHarry Saltzman and Alessandro Tasca di Cuto, 1965.

Hindle, Maurice. Studying Shakespeare on Film. Houndmills and New York: Palgrave Macmillan (2007).

Jorgens, Jack. Shakespeare on Film. Bloomington and London: Indiana University Press (1977). Print.

McEachern, Claire. “Introduction” to The First Part of Henry IV. New York: Penguin (2002).1039 – 1043. Print.

Rothwell, Kenneth. A History of Shakespeare on Screen. Cambridge: Cambridge University Press (1999). Print.

Shakespeare, William. The Complete Pelican Shakespeare. Stephen Orgel and A. R. Braunmuller, eds. New York: Penguin (2002). Print.




Carl C. Curtis is professor of English Literature at Liberty University.


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