Chimes at Midnight (U.K. release: Falstaff, Spanish release: Campanadas a medianoche), is a 1966 English language Spanish-Swiss co-produced film directed by and starring Orson Welles. The film's plot centers on William Shakespeare's recurring character Sir John Falstaff and the father-son relationship he has with Prince Hal, who must choose between loyalty to Falstaff or to his father, King Henry IV.
Welles said that the core of the film's story was "the betrayal of friendship." It stars Welles as Falstaff, Keith Baxter as Prince Hal, John Gielgud as Henry IV, Jeanne Moreau as Doll Tearsheet and Margaret Rutherford as Mistress Quickly. The script contains text from five Shakespeare plays: primarily Henry IV, Part 1 and Henry IV, Part 2, but also Richard II, Henry V, and some dialogue from The Merry Wives of Windsor. Ralph Richardson's narration is taken from the works of chronicler Raphael Holinshed.
Welles had previously produced a Broadway stage adaptation of nine Shakespeare plays in 1939 called Five Kings. He later revived this project in Ireland as Chimes at Midnight in 1960, which was his final performance on the stage. Neither of these plays were successful, but Welles considered portraying Falstaff to be his life's ambition and turned the project into a film. Welles struggled to find financing throughout the film's production and at one point lied to producer Emiliano Piedra about intending to make a version of Treasure Island in order to get money. Welles shot Chimes at Midnight throughout Spain in 1964–65 and premiered it at the 1966 Cannes Film Festival, where it won two awards.
Initially dismissed by most film critics, Chimes at Midnight is now regarded as one of Welles' greatest achievements, and Welles himself called it his best work. Welles felt a strong connection to the character of Falstaff and called him "Shakespeare's greatest creation". Some film scholars and Welles's collaborators have made comparisons between Falstaff and Welles, while others see a resemblance between Falstaff and Welles's father. The ownership of Chimes at Midnight is currently in dispute, making it difficult to view the film legally.