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.

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

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.

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.

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,

                                                    Boot, boot, Master
Shallow: I know the young king is sick for me. Let
my commandment. Blessed are they that have been my
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.

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,
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.


Though sometimes it show greatness, courage, blood—
Yet oftentimes it doth present harsh rage,
Defect of manners, want of government,
The least of which haunting a nobleman
Upon the beauty of all parts besides,
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.

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.

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 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.

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).

[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.

Works Cited

Alvis, John. Shakespeare’s Understanding of Honor.

Harry 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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