page_title: Chimes at Midnight
section_title: Preproduction
hierarchical_section_title: Chimes at Midnight / Production / Preproduction
caption_attribution_description: English: Photograph of Orson Welles taken by Nicolas Tikhomiroff while recording in Spain "Chimes at midnight". Reproduction, (C) Bloomsbury Auctions
context_page_description: Falstaff, is a 1965 period comedy-drama film directed by and starring Orson Welles. The Spanish-Swiss co-production was released in the United States as Chimes at Midnight and in most of Europe as Falstaff. The film's plot centres 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 his father, King Henry IV, or Falstaff.
  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 of Shakespeare's plays; primarily Henry IV, Part 1 and Henry IV, Part 2, but also Richard II, Henry V, and 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 called Five Kings in 1939. In 1960, he revived this project in Ireland as Chimes at Midnight, which was his final on-stage performance.
context_section_description: In 1964, Welles met and befriended Spanish film producer Emiliano Piedra, who wanted to work with him. Piedra did not think a Shakespearian film was marketable enough and proposed that Welles make a version of Treasure Island instead. Welles agreed  to this on condition that he could simultaneously make Chimes at Midnight, and Piedra agreed not knowing that Welles had no intention of making Treasure Island. Although some B-roll footage of the Alicante departing from port was shot early in the production, no scenes from Treasure Island were ever shot or even scripted. Welles got away with this trick throughout preproduction by building sets that could be used in both films, such as Mistress Quickly's Boar's Head Tavern, which would double as the Admiral Benbow Inn. Welles also cast each actor in both films, casting himself as Long John Silver, Baxter as Dr. Livesey, Beckley as Israel Hands and Gielgud as Squire Trelawney. Ironically, Welles would eventually play Long John Silver in the unrelated 1972 film version of Treasure Island.
  Welles said that the Boar's Head Tavern was the only full set built for the film, and the other sets were simply dressed or decorated on location. Welles stated that he designed, painted and blow-torched the set, and designed all of the film's costumes. Early in pre-production Welles was approached by Anthony Perkins to play Prince Hal, but Welles had already promised the role to Keith Baxter. Hilton Edwards was initially cast as Justice Silence, but was replaced after he became ill. The title Chimes at Midnight derives from Henry IV, Part 2, where in response to Justice Shallow's reminiscing of their long-past school days, Falstaff states: "We have heard the chimes at midnight, Master Shallow". Welles scholar Bridget Gellert Lyons said that the film's title, "which is given further resonance by the repeated intoning of bells throughout the film, is associated for the audience with sadness and mortality more than youthful carousal."
caption: Orson Welles in Spain while shooting Chimes at Midnight c. 1964
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