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Blu-Ray : Highly Recommended
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Release Date: August 30th, 2016 Movie Release Year: 1966

Chimes at Midnight

Overview -

The crowning achievement of Orson Welles’s extraordinary film career,Chimes at Midnight was the culmination of the filmmaker’s lifelong obsession with Shakespeare’s ultimate rapscallion, Sir John Falstaff. Usually a comic supporting figure, Falstaff—the loyal, often soused friend of King Henry IV’s wayward son Prince Hal—here becomes the focus: a robustly funny and ultimately tragic screen antihero played by Welles with looming, lumbering grace. Integrating elements from both Henry IV plays as well as Richard II, Henry V, and The Merry Wives of Windsor, Welles created a gritty and unorthodox Shakespeare film, one that he intended, he said, as “a lament . . . for the death of Merrie England.” Poetic, philosophical, and visceral—with a kinetic centerpiece battle sequence that rivals anything else in the director’s body of work—Chimes at Midnight is as monumental as the figure at its heart.

Highly Recommended
Rating Breakdown
Tech Specs & Release Details
Technical Specs:
Video Resolution/Codec:
1080p/AVC MPEG-4
Aspect Ratio(s):
Audio Formats:
English LPCM Mono
English SDH
Special Features:
Release Date:
August 30th, 2016

Storyline: Our Reviewer's Take


At long last, the fully restored print of 'Chimes at Midnight' that cinephiles have waited their lives for! In the case of this reviewer, this rare 1966 film directed by Orson Welles has been on his wish list for fifteen years. It has been anticipated as much as a high-quality digital edition of 'The Magnificent Ambersons' (1942). 'Chimes' had to have been a daunting challenge for Welles, who adapted five plays by Shakespeare, and had very little in the way of funding to mount a collosal production. Welles shot the film entirely in Spain and had a hand in selecting the fifteenth-century costumes.

'Chimes' is set during the reign of King Henry IV (John Gielgud), a stately figure who is grappling with court politics within his kingdom. Waiting in the wings is his son, Prince Hal (Keith Baxter), a juvenile who prefers to keep mostly away from his father's dominion. Hal is enmeshed in a professional rivalry with Sir Henry “Hotspur” Percy (Norman Rodway) for the throne. Hal and his friend Poins (Tony Beckley) hang out in an old tavern near the castle with Sir John Falstaff (played by Welles), who acts as a paternal figure to the boys. 'Chimes' is ultimately about the two fathers (one biological, the other surrogate) that shape who Hal is and what he will become.

The centerpiece is the extraordinary Battle of Shrewsbury that transpires in the middle of the movie. The great filmmakers are able to find some sense of clarity among the chaos that ensues during the battle scenes. Here Welles cut together 200 shots comprising 150 extras in a mud-strewn battlefield. He established a contrapuntal rhythm by alternating between blows and counterpunches that the armored soldiers exchanged. He also inserts his Falstaff in the maelstrom so the audience knows that he is also part of the fray.

'Chimes' reveals Welles at the height of his creative powers. He and cinematographer Edmond Richard incorporated high-contrast lighting that  casts shadows on his characters and their milieu. Welles, who developed the deep-focus aesthetic in his collaborarations with Gregg Toland and Stanley Cortez, also uses a long focal length to link two or more characters within a frame with equal sharpness and clarity. The dialog Welles adapted from Shakespeare contains exquisite soliloquies and memorable poetic musings about fate. This film is a visual and intellectual treat for film fans who have been eager to see this for decades.

Video Review


'Chimes at Midnight' appears in an aspect ratio that mimics its original theatrical exhibition of 1.66:1. The following text appears in the package's liner notes: 'Based on the 2009 restoration supervised by Luciano Berriatua at the Filmoteca Espanola, this high-definition transfer was created from the 35 mm original camera negative and a 35 mm optical soundtrack element. Additional image and sound restoration was undertaken by the Criterion Collection. Dirt, debris, scratches, splices, and warps were removed using MTI Film's DRS, while Digital Vision's Phoenix was used for jitter, flicker, small dirt, grain, and noise management. Clicks, thumps, hiss, hum, and crackle were manually removed using Pro Tools HD and iZotope R X 4.'

The image transfer is a revelation. Blacks and whites are crisp and contrast is wonderful. The film has an evenly balanced grain structure throughout. Around the 46-minute mark, I noticed a little print damage and there is one shot with a white tramline but this is by far the very best that 'Chimes at Midnight' has ever looked.

Audio Review


The Blu-ray contains the original monaural track presented in PCM. Welles re-recorded all dialog and looped it back in during post-production. 'Chimes' was very low-budget and Welles did not have the money to pay for expensive sound equipment. Lipsynch inconsistencies are pleasantly absent. Angelo Francesco Lavagnino's music sounds solid, though relegated to the center and front channels. You will find yourself turning up the spoken words to hear every consonant but Criterion has provided optional English SDH which I quickly resorted to. 

Special Features


Audio commentary featuring film scholar James Naremore, author of 'The Magic World of Orson Welles': a feature-length academic essay about 'Chimes at Midnight' conducted by Naremore, a Welles scholar and Professor Emeritus at Indiana University, Bloomington.

New interview with actor Keith Baxter (29:49, HD): the British stage actor looks back at how he got involved with Welles on 'Chimes at Midnight' and his recollections of making the film. 

New interview with director Orson Welles’s daughter Beatrice Welles, who appeared in the film at age nine (14:40, HD)a sit-down with the lovely Beatrice Welles who fondly recalls working with her father at a young age.

New interview with actor and Welles biographer Simon Callow (31:42, HD)Callow traces Welles's life and what inspired him to him to make the film. 

New interview with film historian Joseph McBride, author of 'What Ever Happened to Orson Welles?' (26:44, HD)probably the best piece on the disc with Welles's favorite film critic. McBride covers a lot of ground here.

Interview with Welles while at work editing the film, from a 1965 episode of 'The Merv Griffin Show' (11:08, upconverted to HD)a vintage episode that finds Welles in his editing room cutting 'Chimes at Midnight.' Griffin also asks Welles about 'War of the Worlds' and 'Citizen Kane.'

Trailer (1:51, HD)Rialto/Janus Films re-release trailer for 'Chimes' with critics' quotes.

An essay by film scholar Michael Anderegg: a fold-out poster containing new cover artwork by Sterling Hundley. Contains a six-page article on the film by Anderegg on the opposite side.

Final Thoughts

'Chimes at Midnight' is the crown jewel in Orson Welles's directorial career. Criterion has treated the film with the upmost care and reverence that a resuscitated masterwork like this one deserves. The picture and sound earn high marks. Highly recommended.