01.02.1612:01 AM ET

Orson Welles’s Forgotten Masterpiece

Critics turned up their noses in 1966 at Chimes at Midnight, Welles’s film about Shakespeare’s Falstaff. Now it’s being re-released and you can see what you missed.

Even today, Orson Welles has a troubled reputation. There are still those who will argue that he peaked with Citizen Kane and never fulfilled his promise. Frankly, and this is no knock on Kane, but I find that preposterous. How can a man who made The Magnificent Ambersons, Touch of Evil, and The Lady From Shanghai—three of the greatest films ever made—be said to have not fulfilled his promise? But even so, it is a complicated track record. There are the films butchered by the studios, including Ambersons and, until recently, Touch of Evil. There are films, such as The Trial and The Immortal Story, that are rarely seen, and others, such as It’s All True, that were never finished. And then there is Chimes at Midnight, Welles’s movie about Shakespeare’s Falstaff, which has almost never been seen at all, by anyone, since its initial release in 1966.

Panned when it opened in the U.S., quickly removed from circulation, and thereafter tied up in disputes over ownership, it has rarely been available on tape or DVD—unless, like me, you were lucky enough to own a pirated copy. For any Welles fan, it has always been a sort of Holy Grail, not least because it was Welles’s favorite of his films, the one of which he said, “If I wanted to get into heaven on the basis of one movie, that’s the one I would offer up. I think it’s because it is, to me, the least flawed… I succeeded more completely, in my view, with that than with anything else.”

If you were a Welles fan, wouldn’t you want to see that movie?

Now, after four decades, the wait is over.

Under the auspices of Janus Films, a newly restored version of the film Welles considered his masterpiece, made from the original 35 mm print, will be released in New York and Los Angeles on New Year’s Day, with other dates in select cities nationwide over the course of the winter and spring.

Having seen the newly minted version, I can’t say if you’ll agree with Welles’s verdict, but if you care anything about his movies, or about Shakespeare, I don’t think you will come away disappointed.

To make Chimes at Midnight, Welles combined passages from several Shakespeare plays, but mostly Henry IV parts one and two, elevating the character of Falstaff from an ensemble role and making him the main attraction (with Welles himself as the star).

No one talks much about Welles’s skill as an adaptor, but the seeming ease with which he seamlessly combines and condenses Shakespeare is one of the true miracles of this production. He gives us just enough of the rest of the story to make it all make sense without taking our eyes off the corpulent main attraction. The result is a film as nuanced as any Welles ever made, ultimately a comedy and a tragedy in equal measure, which is no mean feat. It also contains, in my opinion, the best battle scene ever filmed.

The roughly 10 minutes devoted to the battle of Shrewsbury is war from the foot soldier’s point of view—chaotic, vicious, and utterly confusing, albeit extremely well edited. The confusion is the point: Warfare, to Welles, was indeed nasty, brutish, and not nearly short enough. The slaughter that he etches on the screen will haunt you for days.

“He has directed a sequence, the Battle of Shrewsbury,” wrote Pauline Kael in The New Republic in 1967, “which is unlike anything he has ever done, indeed unlike any battle ever done on the screen before. It ranks with the best of Griffith, Ford, Eisenstein, Kurosawa—that is, with the best ever done.”

The first time I saw the film, that battle scene was the thing that thrilled me most instantly. Kael is right: You’ve never seen its like. But on subsequent viewings, I came to realize that the battle is just the cherry on the sundae. What draws you back again and again to Chimes of Midnight is the complicated character of Falstaff himself, a character embraced by critics from Samuel Johnson to Harold Bloom (who thought Falstaff and Hamlet were Shakespeare’s two greatest creations), and the character that Welles himself called “the most difficult part I ever played in my life.”

Critics turned up their noses in 1966 at ‘Chimes at Midnight,’ Welles’s film about Shakespeare’s Falstaff. Now it’s being re-released and you can see what you missed.

I think I know what he meant. Sir John Falstaff is a liar, a thief, a coward, and obsequious in the face of power. He is also a fat, goatish old drunk. And yet, he is ultimately a good man. And so, as he would be the first to tell you, we love him, as Prince Hal, his apprentice in sin, loves him. “Banish plump Jack,” Falstaff warns Hal, “and banish all the world.”

Flawed and sometimes even pitiable, Falstaff draws us in because he is flawed, never less than human, often funny (often at his own expense), and a truly joyful man who embraces friendship above all else, a trait that, in Shakespeare’s telling, and in Welles’s, will prove his tragic undoing.

There is one shot in Chimes at Midnight, a shot that seems to take an eternity but which can’t last as much as half a minute, in which the camera gazes upon Falstaff’s mute face when Hal, now crowned Henry V, tells him, “I know thee not, old man,” and banishes him. The look on Welles’s face is not purely sad, or even shocked. Those things are there, yes. But a half-smile plays across his face. There is almost something admiring in his gaze. It is a mixture of emotion that blends confusion, rejection, love, and pathos all at once, and in its stillness and complexity, it is one of the greatest pieces of acting I have ever seen.

People we know do things that, in the moment, make us say, “How like Iago,” or “How like Macbeth.” But most of us would admit that we do not know anyone completely like Iago or Macbeth or Viola or Cordelia. But with Falstaff it is different. He is such a man of parts, a man so delightfully, infuriatingly human, that we cannot help but think him real. And we do know people like him, people who we love even as they drive us mad. No wonder he was Queen Elizabeth’s favorite Shakespeare character, so much so that she ordered him to write a whole play around Falstaff. (And if she’d given him more than a fortnight to complete it, he might have done better than The Merry Wives of Windsor.)

Putting the fat man in the spotlight, Welles gives him his rightful place at last, if not in his own play then at least in his own movie, and a great one, too.

If Chimes at Midnight won’t get you into heaven, who would want to go there?