Orson Welles once remarked that if he had to offer up one film in order to get into heaven, it would be Chimes at Midnight; in his estimation, it was his least flawed and best realized film. Like Citizen Kane, it dealt with the loss of innocence, and like Touch of Evil it decried the insensitive corruption of the modern world, but there is something else about the film that really struck me upon viewing it for the first time after its recent restoration—it has a depth and warmth that says more about Orson Welles himself than perhaps any of his other work. For a man that had always been a mystery to me, the film is a revelation on several levels.

The film itself is an edited interpretation of three of Shakespeare’s history plays, but with the focus on the supporting character of Sir John Falstaff, as played by Welles himself. By cobbling together pieces of Henry IV and V, Welles looks at Falstaff as the last standing representation of “merry old England” and its innocence. In the movie and plays, Falstaff acts as the jovial father figure of misguided Prince Hal as he rebels against his royal father, King Henry IV. Set mostly in and around the amazing set piece that Welles created for The Boar’s Head Inn and the contrasting solemnity of Henry’s castle, Falstaff’s fall from the grace of innocence into the decline of old age and irrelevance is captured by Welles for the heartbreaking reality it is. It makes sense that Welles gets this aspect of Shakespeare’s character right—after all, Welles and Falstaff have more than a little in common.

Hal’s betrayal of Falstaff—one of the harshest of all moments in Shakespeare’s plays—could very well be seen as a comment on Welles’s own feelings of personal betrayal; this one not of a Prince, but of the royal system that was Hollywood. Touch of Evil marked the moment when Hollywood finally exiled Welles from its gates for good, sending him out into the wilds of independent filmmaking and the unfinished projects such pursuits would yield. But Welles’s identification with Falstaff goes much deeper than just that.

The theme of competing father figures that Shakespeare focused on in his plays also had echoes in Welles’s own past. His real father was a notorious alcoholic, and Welles found solace from his home life in a teacher that encouraged him both in his pursuit of acting and in his cutting off of his enabling tendencies toward his actual father. The result, as Welles felt, was nothing short of his own father’s death—another issue of betrayal Welles felt existed in his past. Falstaff then can be seen as a symbol of his own father as well—drunk, conniving, and always looking for support from Hal. Hal’s actual father, played with utmost class by veteran Shakespearean actor John Gielgud [who schooled his fellow actors on speaking in the classic iambic pentameter] is Welles’s surrogate father of the theater.

Looking at the film in this sense, the concept serves as a sort of psychological minefield wrapped around Welles himself, and it becomes even more apparent just how invested Welles was in bringing this very personal project to the screen.

The love Welles had for this project shows in his characterization of Falstaff. Through Welles, Falstaff becomes the legend he was always meant to be. The marvelous expressions Welles could make by simply using his eyebrows, along with facial hair straight off Mount Olympus, turn Falstaff into the [perhaps literally] larger than life character Shakespeare intended. His comic abilities are at full effect, particularly after he is the victim of one of Hal’s practical jokes, but the tender sensibilities and tragic circumstances of the character are also exemplified. When Falstaff shouts out, “God save thee, my sweet boy,” at Hal’s coronation, only to have his pseudo-son look down at him and utter, “I know thee not...old man,” the look Welles registers across his face and eyes is incredible and heartbreaking. There is a soul on display here that makes this performance not only my favorite of Welles’s, but possibly my favorite of any Shakespearean performance.

Of course, that is not to discount anything from the superb filmmaking on display as well. When the camera careens across a forest of skinny dead trees as Falstaff and his robbers are chased throughout its paths, or when it swoops over the nooks and crannies of the shadows within The Boar’s Head Inn, you know you’re watching Welles at his finest. Movement is never given in a Shakespeare play, but Welles wouldn’t have you know it. The camera is just as important as the actors in Welles’s hand, and the chivalry and despondency of medieval England is shown in harsh black-and-whites that make it seem not just of another time, but of another planet as well. This seems intentional, as Welles was telling his audience exactly that: we’re not in merry old England anymore.

Nowhere else in the film is this fall from chivalry and innocence more apparent than in the climactic Battle of Shrewsbury where Hal becomes a man and Falstaff scurries around the battlefield like a shot tin can. It is in this scene where Welles innovates again—this time through the use of montage. The battle [shot with only 180 extras but filmed to seem much larger] is brutal in its depiction of war. Welles shows us the brutality through his editing of quick cuts, sped-up footage, jarring slam cuts, and a rhythm of violent energy that punctuates each hit of armor against armor with fierce barbarism. Soldiers are trampled in the mud, men are stabbed, young boys scream—it is not only ugly, but so ahead of its time that it legitimately surprised me. It becomes immediately apparent just how many directors have stolen from Welles here. I recognized the same methods being used as recently as the last season of Game of Thrones, and even saw some references of it in the opening scene of Gangs of New York when I watched it again for last week’s column.

It is with this battle that chivalric England dies—and this is a death that both Shakespeare and Welles mourned. Welles often said that he felt set apart from the modern world, and in this he identifies directly with Falstaff as well. To get through the modern world of corruption and licentiousness, Falstaff makes jokes to gain favor and cons others to survive. Welles was not so different—his betrayal at the hands of the Hollywood system he had needed to make his art left him stranded at the mercy of fate to get his movies funded.

In fact, to make Chimes at Midnight, Welles had to pull off a great con; he agreed to make an adaptation of Treasure Island at the same time as Chimes in order to get his money, without ever intending to make Treasure Island at all. He simply dressed his actors up and put them on a boat to show the producer he was intending to make it, and then went and shot Chimes at Midnight instead. How fantastic is that? The guts that it took to screw over the system in such a manner was not only a fantastic maneuver in getting Chimes at Midnight made, but it was also pure Falstaff.

Chimes at Midnight can also be seen as a further allegory for Welles’s filmmaking—he may have been sent out of Hollywood to get “fat and grow old,” but goddammit, he was still one of the best Hollywood ever had, no matter how they chose to edit him out of their system. And even if he had to con his way through it, Welles was committed to his passion and would survive any way he knew how—the ends could always justify the means.

In the end, maybe it’s better that Welles was forced into independent filmmaking. Would we have ever gotten Chimes without his exile? Would he have even needed to identify with old Sir John if he was making Don Quixote for some Hollywood big shot, forced into casting Charlton Heston as the Spaniard to get “star appeal” for the picture? Maybe it’s better that we got Welles the con man, the jolly artist, the larger-than-life character. What can you really say about the rise and fall of such characters as Welles and Falstaff, men out of time, except to echo that sentiment shared in Welles’s Touch of Evil: that Welles, like Falstaff, “was some kind of men. After all, what does it matter what you say about people?”