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"Bypaths and indirect crooked ways": mise-en-scene in Orson Welles's Chimes at Midnight.

The restoration of Orson Welles's trilogy of Shakespeare films--beginning with Macbeth (1948) and Othello (1952)--remains incomplete in the absence of a definitive video edition of Chimes at Midnight (1966), whose inaccessibility and checkered history of critical disregard and flawed preservation have achieved near-legendary status. As Welles begins to emerge posthumously from an obscurity of dismissive rhetoric and neglect as cinema's earliest and definitive auteur (he presciently told Peter Bogdanovich before succumbing to heart disease in 1985, "God, how they'll love me when I'm dead!"), (1) an aggressive reassessment of his role as a magisterial interpreter of Shakespeare on film is necessary in light of the renewal of interest in these three major treatments that began with Turner Entertainment's rerelease of Macbeth in 1988 and continued seven years later with Intermission Production's edition of Othello, (2) both of which will no doubt prove of lasting significance to cinema history for their demonstration of the director's extraordinary ability to make a virtue of necessity.

By facing the seemingly overwhelming limitations in the former film of a foreshortened shooting schedule and camouflaged papier-mache sets on a sound stage designed for B-level Westerns, and an intermittent budget, a feckless technical team, and intractable casting and wardrobe problems that extended the latter film's period of production to four years, Welles was reduced to relying upon the single shot as his primary device for developing his narrative. As the director would again evince to impressive effect on Chimes at Midnight, he consequently strove to imbue his films with an increasingly dizzying assemblage of pictorial compositions wherein postsynched dialogue frequently provided a disjunctive continuity to an unfolding series of skewed images whose logic, as he would put it later in his voiceover prologue to The Trial, is "that of a nightmare." (3) As Welles himself has admitted, "For myself, unless a film is hallucinatory ... it doesn't come alive." (4)

With Macbeth and Othello, Welles gave to film history not so much adaptations of Shakespeare's plays as "thick-coming fancies" of them: distillations of their subtextual nuances that a more orthodox engagement with the political machinations of the supernatural or the pathologies arising from the collision of race, sexual jealousy, and military promotion could only suggest. (5) And as his conclusive Shakespeare film, Chimes at Midnight may be viewed with the perspective of nearly forty years as the logical culmination of the cinematic aesthetic that he pioneered in Citizen Kane and which has been consistently discerned by European critics such as Andre Bazin, one predicated upon the organization of content within the frame or mise en scene (Gibbs 5, 104-05).

Upon the film's completion in 1966, Welles described his conception of its autumnal theme of mutability in what has become one of the more frequently quoted remarks of his career:
   The film was not intended as a lament for Falstaff, but for the
   death of Merrie England. Merrie England as a conception, a myth,
   which has been very real to the English-speaking world, and is to
   some extent expressed in other countries of the Medieval epoch: the
   age of chivalry, of simplicity, of Maytime and all that. It is more
   than Falstaff who is dying. It's the old England, dying and
   betrayed. (Cobos and Rubio 262)

Yet despite the film's extended parodic self-referencing of Welles's own girth enhanced by convincing makeup, the austere visual texture and idiosyncratic narrative progression of Chimes at Midnight reveal virtually no predictable carnivalesque associations surrounding this character. (6) Neither do the marked contrasts between the symbolic environments of the festive wooden tavern and the sober, ascendant stone castle nor the film's recurrent leitmotif of farewell scenes fully convey the melancholy ethos of impermanence intended by the director. (7) Rather, Chimes at Midnight stands as an elegaic masterpiece owing to Welles's achievement of a continually shifting dynamic of substance and absence within the cinematic frame, resulting in a chimera of material composition that serves throughout the film as a correlative of a vanishing world--one which becomes the setting for a consistent engagement through Shakespeare's text with the dissemination of power in circumscribed, materialist terms. (8)

The abstraction of Welles's scenario is initiated by the textual dislocation of his screenplay, whose free derivation from Richard II, 1 and 2 Henry IV, Henry V, and Merry Wives of Windsor is characterized mostly by rearrangement and reassignment of episodes, key passages, and incidental lines. (9) As the opening scene indicates, Welles has provided further meta-dramatic levels that distance the viewer from a sense of historical grounding. Most of the narrative is ultimately revealed as an extended flashback shared by Falstaff and Shallow that is recollected on the cusp of King Henry's death, lending an epic dimension and emphasis to Hal's ascension and Falstaff's banishment by beginning in traditional in medias res. (10) Most importantly, the presence in three crucial junctures of spoken narration both provides continuity and becomes a framing device that situates the narrative indefinitely between the historical past represented by source material predating Shakespeare in Holinshed's Chronicles and the artistic present in the form of Ralph Richardson's familiar voice. (11)

Welles's cinematic space is likewise delimited by largely uncluttered landscapes that become representational. His primary location for much of the film encompasses little more than the distant castle and a street containing the tavern with a stretch of bare land dividing them--a stark and resonant demarcation of the choice between revelry and statecraft open to the characters. And the setting of the film's centerpiece, the battle of Shrewsbury, is established by mastershots that feature a barren and windswept plain whose scope is vastly disproportionate to the characters who populate it.

In the collaboration of both dramatist and director, these expansive backgrounds become the settings for the negotiation over diminishing capital, beginning with the opening and credit sequences which distill Welles's method of juxtaposing elements within individual shots to utilize cinematic space. The arresting composition of the first scene reveals an extreme long shot of Falstaff and Shallow crossing from left to right upon snow-covered ground, a contrast extended by the huge dark form of an oak tree in the right foreground, whose trunk and overhanging branches frame them (1). (12) Ensuing shots show the characters moving forward and laterally through the frame, with a large brazier eventually occupying the same right foreground position as they move indoors, exchanging anecdotal references to age and death (2-4). Welles thus attempts to "fill" the screen with this movement through his locations and sets from background to foreground, ending with a striking angled shot of Falstaff in extreme closeup at screen left and Shallow in a smaller closeup on the right, their faces reflecting the light of a burning fire--a composition containing a mere two elements yet with a maximum depth of field (6) (see fig. 1).


As the credits begin, Welles's trademark low-angle shots of the tavern street allow the structure to loom into the right foreground with an ersatz grandeur that is juxtaposed with the skewed right angle of the distant castle ramparts and a further oblique plane of action in a line of mounted knights moving swiftly between them (7-9). In a similar low-angle staging, footsoldiers trudge wearily into the right foreground in a breathtaking composition whose most prominent element is itself immaterial (see fig. 2): an open sky filled with oppressive, lowering clouds filling roughly two-thirds of the frame and dwarfing the human figures, a suggestion of relative powerlessness underscored by the following shot of a lone soldier feebly retrieving his cap in the wind and an eerie slow motion view of knights laying down their arms before gibbitted bodies (10-12). Thus, within the first three minutes of his film, Welles manages to suggest the precariousness of power through discrete images that arise from within contrasting schemas of action and stasis.


The setting for the first scene proper--the interior of the Royal Castle--is distinguished by cavernous openness above and beside the seated King Henry at screen left, a vacancy that is undercut by converging lines of arrangement leading both upwards toward the king in the throne's steps and in a row of uniformed courtiers, and downward at the upper right of the frame in a diagonal reflection of light filled with swirling mist through a barred window, creating a palpability reminiscent of the projection booth beam in the celebrated newsroom segment of Citizen Kane.

The subject of the tense dialogue throughout the scene is the possible ransom of Mortimer--itself a material transaction--which becomes the context for an illustration of the uneasy dynamic between insubordination and deference to royal authority expressed in monetary and corporeal equations, which in effect become the rhetorical equivalent of Welles's suggestive minimalism. Holinshed's prologue describes the King's reluctance "to purchase" Mortimer's freedom and Worcester's propensity "to procure malice," while the King makes immediate reference to "empty coffers" and refuses to "redeem" the traitor with even "one penny cost" (34-35). In a more extended metaphor, the King expresses his resentment over the rebellion by charging that his opponents "tread upon" his patience and incite his hitherto "cold and temperate blood," perceiving treason in the "eye" of Worcester, who himself objects to the "scourge of greatness" being used against his family name and describes the King's might as "portly" thanks to his faction's efforts, a denotation of dignity of state later applied to the corpulence of Falstaff (35-36).

Most vividly, Hotspur, who speaks quantitatively of "filling up chronicles to come" with details of Northumberland's and Worcester's complicity in placing Bolingbroke upon the throne (38), likens the "cankered" King to both a wild rose and a bodily ulcer and describes his indignation over his royal dismissal in terms of corporal punishment: "I am whipped and scourged with rods, / Nettled and stung with pismires" (38-40). Amid familiar Elizabethan oaths upon the body of Christ ("Zounds," "'Sblood"), Hotspur recounts his initial obedience to the hypocritical Bolingbroke in an extended corporeal metaphor ("When I first bowed my knee to this king of smiles"); his momentary apprehension of his father's and uncle's counterplot is expressed in olfactory terms ("I smell it"); he concludes his angry ramblings with his unequivocal desire to "gall and pinch" the King; and as the scene ends, he denigrates Hal's station by calling him the "sword and buckler Prince of Wales" (40-41). Welles complements this synechdoche with an apriori reference so substantive that it provides a visual segue into the next scene, a shift from a hypothetical to a literal image--"I would have him poisoned with a pot of ale"--a threat answered immediately with a jarring closeup of Hal (Keith Baxter) draining a tankard and crudely wiping his mouth with his hand (41).

The sole function of the sequence that follows is to establish a new setting, yet Hal's approach to the sleeping figure of Falstaff within the tavern is elaborate, consisting of superfluous physical movement through a series of diverse interiors, allowing Welles to exploit the potential of his straitened production values. Hal tosses his cup to the young page in a brief but astonishing shot in a room whose low ceiling of wooden beams and rows of hogsheads again create a pattern of lines that vanish into the background, enhancing the environment's depth (see fig. 3). The prince then traipses into a cramped space crowded with tavern wenches, then through a small door into a confined anteroom, through a wooden gate and two small stairwells, thence through a third door into a shadowy corridor barely large enough for him to stand in. The contrasts throughout between expansion and confinement, the shifting chiaroscuro of heavy shadow and light, and the repetition of the same distance traversed moments later by Hal along with Falstaff and Mistress Quickly, make this essentially simple structure seem labyrinthine, a technique Welles seems to parody toward the scene's end as Hal, in medium longshot amid other visible structural details of the room, offers Falstaff a mock farewell by placing his face within the tiny inset space of the large tavern door. The camera at last comes to rest in an upper room where the wooden slats of the floor and ceiling are again allowed to create off-kilter perpendicularities that undermine perception of the open spaces of the interior (13)


In this cinematic space, negotiation is conveyed through physicality, as Hal playfully embraces the tavern whores in a fleeting, proforma gesture of heterosexuality, but more demonstrably liaises with those who are vying for his influence as eventual head of state, provoking responses that are both homoerotic (from Poins) and paternal (from Falstaff), a corporealization of the narrative's power schema, as is emphasized in the held medium closeups of the three characters' huddled faces as the scene ends.

Again, the scene is predicated on the transfer of property: Poins's gesture of picking Falstaff's pocket initiates a heated discussion of his debt to the tavern as illustrated by Hal's recitation of the itemized bill of service ("Item: a capon, two shillings and tuppence; item: sauce, fourpence; item: sack, two gallons, five shillings and eightpence" [47]); likewise, Hal sarcastically measures Falstaff's sense of time in terms of the materials of carousal ("cups of sack," "the tongues of bawds," "the signs of leaping houses," "a fair hot wench in flame-colored taffeta," 44); Mistress Quickly's response to Falstaff's charge that her establishment is "turned bawdy house" contains a quantification of "a dozen or fourteen gentlewomen who live honestly by the prick of their needles" (46); and Falstaff himself specifies his loss of "some forty pounds" and "a gold seal ring of me grandfather's worth some forty mark," similarly assaying Hal's "corruption" of him by claiming that he previously "diced not above seven times a week, went to a bawdy house not above once in a quarter ... of an hour" (47-48). Throughout the scene, Mistress Quickly repeatedly harangues Falstaff, "You owe me money, Sir John," and the rationale of the entire episode-the planning of the Gadshill robbery of pilgrims--involves an illicit exchange of goods, as estimated by Poins: "We can stuff our purses with crowns" (50).

Theme and image culminate in the daring staging of Hal's soliloquy which concludes the scene, wherein his imminent assumption of royal prerogative, though barely audible, is expressed within Falstaff's presence. Hal is shown in closeup, his figure bordered on the right and across the bottom of the frame by bare overhanging branches which he draws attention to by fondling during his muttered speech, with Falstaff present in mid-background, just within earshot, a modification of Welles's typical arrangement of scenic depth, allowing for the uneasy expression of Hal's Machiavellianism and Falstaff's possible apprehension of it. Hal speaks of his imminent reform in terms of bestowal ("when I repay the debt I never promised"), and the palpable tension of the moment is broken by Hal's completion of the metaphor by speaking the final clauses of the passage directly to Falstaff's face with false irony and a sly wink--'Ill so offend to make offense a skill / Redeeming time when men think least I will" (52). The disingenuousness of Hal's words is realized here by the ephemeral material element of his frosty breath as he speaks, a possible foreshadowing of the incriminating evidence of Falstaff's later deception after the battle of Shrewsbury.

Hotspur is reintroduced in the next scene in a slow reverse zoom shot that reveals his absurdly diminutive stature while bathing within the vast interior of his hall, a parodic attitude Welles enhances by intercutting exaggerated low-angle pageantry images of trumpeters on the castle ramparts, the bells of their instruments nearly filling the frame. Appropriate to his exposed physicality throughout the scene, Hotspur's bodily metaphors continue in the mock power struggle over recalcitrant domesticity versus engagement in the rebellion: his horse is described as a "crop ear"; he eschews Kate's love-talk in favor of references to "bloody noses and cracked crowns"; Kate's abstractions ("What carries you away, Harry?") are answered by him with playful literalness ("Why, my horse, love, my horse!"); she responds by half-facetiously attempting to break his finger; and the scene ends with his expression of measuring his trust of Kate by the "inch" (56-62).

The texture of the Gadshill robbery scene consists almost entirely of marked visual contrasts that undercut the relative scarcity of figures within the frame. The forest of narrow vertical trunks alternately appear pale with sunlight or dark with shadow; the sparseness of thin trees enhances Falstaff's rotundity (Hal at one point illustrates this disparity by lying prone, forming an obvious right angle to the upright trees); and the pronounced verticality of the forest contributes to the highly visible diagonals of light and shadow on the forest floor. Juxtapositions of still trees and figures moving among them are further complicated by shots filmed with a tracking camera, and most vividly, the disguises of white worn by Falstaff, Peto, and Bardolph contrast against the black cloaks of Hal and Poins.

Amid this shifting spatial dynamic, Welles portrays an irregular exchange of goods that is then further compounded by an imposed setback. As Falstaff disingenuously refers to measuring his girth against "an eagle's talon" in his youth and quantifies the relative distance he can traverse ("eight yards of uneven ground is three score and ten mile afoot with me"), the unsuspecting pilgrims are described wholly in terms of their material possession ("there's money of the king's coming"); characters count and compare the number of pilgrims versus robbers; and Falstaff proclaims "every man to his business," conferring a spurious legitimacy on the activity before demanding that Bardolph share the pilfered bags of coin and describing the supposed cowardice of Hal and Poins in terms of "equity" (63-69).

As momentum builds toward confrontation with the rebels, the King complains of Hal's absence from the court in a setting whose illusion of depth is conveyed through perpendicular and diagonal line patterns on prominent stone walls and columns, enhanced by shrinking rows of courtiers against a wall at screen left amid the chiaroscuro lighting. As Westmoreland enumerates the size of the rebel forces at "fifty thousand strong," the King describes Hal as "unthrifty" and expresses his dismay over his son's "support" of the Boar's Head gang, remarking precisely that it has been "full three months" since his last presence, and in a telling choice of words, hypothesizes his wish that Northumberland's son had been "exchanged" for his own (71-73).

Welles's inventive marshalling of highly restricted pictorial resources is abundantly evident as Hal and Poins return to the Boar's Head. After being shown flouncing through the tavern in a tracking shot that allows for a panorama of shifting sight orientations--a cluttered table in the foreground, low horizontal beams overhead, looming kegs, and supporting vertical timbers--they finally seat themselves in the background on either side of a cornered brick wall segment, showing an off-center symmetry that exaggerates the depth of field. Much of the balance of the scene is built around alternating shots of Hal and Falstaff at opposite ends of a table upon a raised area of the empty tavern hall, wherein Hal places himself before a backdrop prominently showing a recurring, shadowy pattern of crisscrossing horizontals and verticals in wooden beams, half-timbered wall designs, and supporting posts and long tables, a further development of the labyrinthine conception introduced earlier in the film. Equally imaginative in its composition is a recurrent shot of Falstaff speaking over his shoulder in the left foreground with Bardolph, Peto and the others grouped in the right midscene, all of them overwhelmed by a striking panoply in the background and overhead of converging lines of ceiling slats, balustrade, and supports--a contrivance of minimal elements that creates an illusion of presence (see fig. 4).


Likewise, Welles's manipulation of the text here gives prominence to Falstaff's exaggerated account of his loss of the booty, a testimony which grows in size and scope with the telling. Falstaff begins rationalizing his cowardice and frustration with an oath based on a numerical figure--There live not three good men unhanged in England ... [a]nd one of them is fat and grows old"--followed by his boast that he would give the lost thousand pounds if he could run as fast as Poins (75, 77). But when his outrageous and easily refuted magnification of the number of counter-attackers neatly summarized by Hal as "eleven buckram men grown out of two," ends with Hal and Poins exposing his lies and Falstaff himself offering a specious and glib recovery ("By the lord lads, I knew ye as well as He that made thee"), the contraband is duly handed over to the accompaniment of Welles's almost out-of-character delivery of the sequence's last line--"By the Lord, lads, I'm glad you have the money" (80-83)--sounding like nothing so much as a beleaguered director gratefully receiving an unexpected budgetary windfall, a metadramatic juncture abruptly undercut by the Hostess's calling off-camera to Hal. (14) Thus, both the director and his persona can be seen to participate in the self-interested inflation of material detail in the midst of its conspicuous shortage.

Hal curtly orders Mistress Quickly to dismiss the newly-arrived Sir Thomas Bracy by paying him off ("Give him as much as will make him a royal man" [84]), and as Falstaff then initiates the central action of the episode, the "play extempore," by calling out to the tavern denizens as "hearts of gold" (84), the action takes a surreal turn: Amid a flurry of edits, the sweep of the camera, and the exploitation of light and shade, there is sudden, unnaturally rapid movement throughout the interior filmed in jarring angles from floor level, from the inner balconies, and from beneath the table benches as the period music and shrieking laughter from the tavern wenches, Hostess, and Page all combine into a dream-like cacophony reminiscent of Joseph K.'s pursuit by a mob of children in The Trial.

In a brief moment of sobriety, Poins and Hal discuss the threat of Hotspur, whom Hal lampoons quantitatively as "he that kills me some six or seven dozen of Scots at a breakfast" (87). But this is overshadowed by Welles's emphasis on Falstaff's own material dimension as Poins, the Page, and others hoist him bodily onto the mock "throne," where in the persona of the King, he expresses his dismay over how Hal "spends" his time (89), both the "ruler" and his "subject" in each case brilliantly satirized throughout by the exaggeration of the dramatically low angle. Aside from the metadramatic incongruity of Welles's and Keith Baxter's uncanny vocal impersonations of John Gielgud's King Henry, the dialogue here is notable for Falstaff's self-flattering numerical estimate of his own age as "some fifty ... or, by y'r Lady, including to threescore," a correction provoked by a derisive exclamation from Hal, who soon expands him to "that vanity in years"(91). (15)

The inevitable confrontation between Hal and his father begins with quiet intensity as King Henry enumerates the rebels by name who have attempted to renegotiate power or "capitulate" against him (107), an utterance interrupted by Hal's sudden entrance into the rear center of the frame. The King accuses Hal of disobedience of opposing him "under Percy's pay" (108)--a pronouncement followed by a tracking shot of Hal's determined horizontal stride before a vertical pattern of upright knights, spears, and pillars as the King dismisses the entire court, leaving the two figures standing alone in the cavernous throne room, an effective visual comment on the issue of Hal's erratic presence at court.

As with earlier scenes in this interior, these compositions are built upon the demarcation of characters through low angles and diagonal shafts of light emanating downwards. The King steps away from the throne during his denunciation of Hal's conduct, the prince's physical vulnerability underscored by the King's brutally literal association of him with the hapless Richard II: "And in that very line Harry, standest thou" (110). Again, the characters interact with metaphors of commerce: Hal denotes the King as "thrice gracious lord" and Hotspur in pressing his claim to the kingdom is described as having "more worthy interest to the state" than Hal, to which he reprises his earlier metaphor, vowing to "redeem all this on Percy's head" and make him "exchange / His glorious deeds for my indignities" (111), effectively commodifying that most elusive of Elizabethan abstractions, reputation. Hal vows to defend the King in a subordinate placement in the right midscene, with the King looming in the left fore-ground recalling their relative posture in the tavern parody, as the King literally applies Falstaff's earlier reference to the "business" of imminent conflict (112) which here becomes an understated designation of negotiation for the future of the kingdom

In the exterior street scene which follows, the entrance of the Bishop and Chief Justice again shifts the viewers' attention to Falstaff by alluding to the still-unsettled matter of the Gadshill robbery and extending this ambivalent material reference. In the film's lowest angles presented thus far, a breathtaking backdrop of the castle towers revealed in alternating heavy shadow and blanched sunlight creates an oppositional pattern mirroring Falstaff's paradoxical state--his self-proclamation of youth versus the physical evidence of his age as designated at length by his interlocutors (see fig. 5). The stark minimalism of the composition, wherein three foreground figures are nearly overpowered by the structure behind them, serves to divert the viewer from another metadramatic juncture in Welles's sotto voce reply to the Chief Justice regarding his parlous financial state (containing a likely self-inflicted pun on the director's own obesity)--"I would my means were greater and my waist slender" (118)--which can be apprehended as another comment on his underfunded production, especially in light of his character's protest of their "measure" of his age, such as his "double chin" and "single wit" (118-19). And the scene is hurried to a conclusion by Nym's blunt material reference to further conscription ("we're to take more soldiers in counties as we go" [119]) and Falstaff's own vain attempt to obtain a thousand pounds from the Chief Justice (who twice refuses with "Not a penny!") and a bottle of sack from Bardolph, who vainly offers his upturned palm for payment (120-21).


The low-angled perspective of this scene is next given its most severe employment in the shots of the rebels as they tower against an empty sky with virtually no presence of landscape--Hotspur in the right foreground, his head held high and his chin thrust forward, the apprehensive, black-lad Vernon in midscene, and an anonymous row of massed knights in the background--all of them monolithic in their physical presence. (16) Within this quantifiable arrangement of characters, Vernon gives the numbers of the King's forces as "seven thousand strong" (121) while Hotspur unwittingly prophecies the temporal limitations of his own lifespan: "to spend that shortness basely were too long" (122).

The rationale of the conscription scene at Shallow's house is the acquisition of the bodies of soldiers, in effect the materiel of battle, and again Welles's text offers quantification: Shallow introduces himself as "a poor esquire of this county" (123); Falstaff asks specifically for "half a dozen sufficient men" (125) and describes Shallow's dwelling as "rich," his voice overlapping with Shallow's correction of "barren, barren" (124), a distillation of the film's fundamental opposition between substance and absence suggested by the contradictory physical appearance of both men in the opening sequence. And both characters confide to their assistants their intentions to curry favor and exploit the other's resources, with Falstaff mulling over Shallow's "lands and beeves" and Shallow proclaiming "a friend in the court is better than a penny in the purse" (125). Even the ostensible comic element provided by the stammering Silence serves throughout as a reminder of the palpable dimension of speech, which is as parsimoniously distributed here in his frustrated exclamations as are Falstaff's contributions to the defense of the realm.

The prelude to the Battle of Shrewsbury shows Welles's most concerted effort to apportion elements within the frame to maximize the sense of size and scope both within and beyond it. The heavy employment of diagonal planes appears during the offer of reconciliation to the rebels, as a moving line of knights on horseback bisects the midscene area of the establishing shot and moves into the background, flanked by a dust-shrouded Falstaff standing near a similarly rotund cauldron and by the foreground detail of a massive arrow launcher and huge darkening cloud formations above. As the scene unfolds, Welles masses ranks of knights behind the King, Hal, and Falstaff in a receding pattern to suggest unseen ranks beyond the viewer's limits.

In the rebel camp, the vastness of the horizontal plain of battle is established, its breadth overwhelming the figures riding toward the camera in a downward panning shot, an orientation balanced by upright spears that suddenly loom into the foreground. In familiar low angles, Worcester deceives Hotspur by failing to reveal the King's offer of pardon, a crucial rhetorical absence underscored by the paucity of material detail within the shot: Here, the heavy sky and rolling plains demarcate the soldiers both individually and en masse, with Welles again extending a limited number of figures throughout a diminishing depth of field, especially in one last bravura low-angle image of Hotspur, his sword drawn, his knights ranked behind him, and mist drifting skyward between them--an ironic attitude as redolent of majesty as the familiar scenes of King Henry upon the throne (see fig. 6).


Welles further suggests the impending scale and severity of the battle as Hal and Falstaff speak of their upcoming enterprise in terms of an obligatory rendering of services: The prince tells Falstaff "Thou owest God a death," prompting a reply of 'Tis not due yet; I would be loath to pay him before his day" (141). Moreover, his famously reductive catechism on honor, whose practicability and substance are ultimately limited to "air" (141-42), constitutes an ironic foreshadowing of the visual substance that will expose his cowardice on the battlefield later. And as the knights are bodily lowered onto their horses, with a brief moment of comic relief as Falstaff takes a pratfall, Hotspur makes one last equation of his opposition to Hal in stark corporeal terms: "Harry to Harry shall, hot horse to horse, / Meet, and ne'er part til one drop down a corse" (142).

The importance of the Battle of Shrewsbury as a logical culmination of narrative development needs little urging, but of greater importance is that, within its nightmarish length of five uninterrupted minutes, Welles gives us the essence of his well-established method of scenario: Opening with low-angled views of mounted knights on opposing sides arranged in the predictable receding diagonal lines, with the heavy mist, silhouette lighting, and visible horses' breath suggesting the ferocity to come, Welles again coordinates his foreground, midscene, and background elements into a juxtaposition of horizontals and verticals, particularly in each of the countless hand-held camera shots from within the thick of battle where the foreground action contrasts with similar visible movement elsewhere at a discernable distance, again creating a depth of field even in near subliminal cuts created through the pillaging of separate shots from long takes (17) (see fig. 7).


This uncharacteristic utilization in the film of montage--the literal reapportionment of material celluloid stock through editing--is further developed through intercutting these horrific images with mastershots of the field from above, medium closeups of Falstaff hiding behind a tree, and most crucially, recurrent tracking shots showing diagonal charges toward the foreground of mounted knights, footsoldiers, and firing archers that can be seen in repeated viewings to come from opposite directions, what Welles has described as his "blow-counterblow" strategy. (18)

Although Welles's direction in this scene can indeed be said to convey the graphic horrors of war, his canny stylization of the sequence--particularly in its frequency of low-angled closeups of hand-to-hand combat gradually revealing thinning ranks of standing men and the increasing presence of fallen soldiers and horses on the ground--has an alienating effect that mitigates against a facile interpretation of the scene as chaotic in its arrangement or antiwar in intention. As both sides of the conflict are ambiguous and self-serving in their internecine aims and the soldiers representing them are kept virtually anonymous to the viewer, the Battle Shrewsbury thus becomes a primal negotiation between two undifferentiated masses vying for supremacy, wherein identity can only be attained by the designation of victory. This is given its most emblematic and subtractive equation in the editing process as the scale of the battle becomes progressively narrowed from the scope of two clashing armies to the synechdoche of two individual soldiers writhing helplessly in the sodden earth. In this regard, the haunting choral music heard throughout over the screams of the wounded men and horses appears as much to foreshadow the imminent coronation of the victor as to mourn the destruction of the living.

Hal's killing of Hotspur immediately afterward, introduced by Falstaff's false claim that he has "paid Percy," is relatively brief, a display of handheld camera virtuosity that ends abruptly with a shrewd upper-thrust by the Prince into Hotspur's neck. After the dying rebel accuses Hal of having "robbed" him of his youth and "won" the title of honor from him, Hal in turn eulogizes him in a metaphor recalling the contested property of the central conflict ("when that this body did contain a spirit, / A kingdom for it was too small a bond; / But now two paces of the vilest earth / Is room enough" [174])--a moment of straightforward policy undermined by Falstaff's "counterfeit" of playing dead upon the field, his frosty breath soon detected by Hal (175).

This notion of the human body as currency in the power struggle at hand is given fuller expression with Hal's intention to see Falstaff "emboweled" and Falstaff's own upstaging of Hal's and Lancaster's soldiering by his dragging of Hotspur's body across the foreground of the action, claiming that they "fought a long hour by Shrewsbury clock" (179). After Lancaster refers to the physical separation or "severing" of Falstaff from Hal in further pursuit of the rebels, one of the film's most resonant images follows, as Hal, ostensibly preoccupied with the outcome of his responsible conduct in the battle and Falstaff's fatuousness, slowly paces across a windswept patch of ground in high-angle longshot, metonymically eschewing his life with his companion by dropping the tankard of sack upon the ground. (19)

The following scene in the castle establishes a corresponding metaphysical presence--that of the crown as a representation of royal power at the heart of the narrative, one that is portentously knocked to the floor by the staggering King Henry amid the cavernous resonance of the castle. As the focal point of a depth of field shot in an extreme left foregound closeup with distant background figures visible--one that recalls the evidentiary bottle of sleeping pills denoting Susan Alexander Kane's suicide attempt--the crown becomes a symbol of the burden of power described by the King in a stark metonymic image: "Unhappy lies the head that wears a crown" (192-93).

Back at Eastcheap, Falstaff initially expresses his melancholy over his "two yards" girth and claims that he must now concern himself with thrift over waste and cannot maintain his followers. But as the scene ends, Falstaff pragmatizes that his questionable service in the battle will compensate substantively for the similarly material evidence of his dissolute living emblematized by the visibly pregnant Doll and carried into his presence during the scene by the Page: "Me pension will seem the more reasonable. A good wit will make use of anything. I shall turn diseases to commodity" (219). His spirits deceptively boosted by the sudden carousal of dancing revellers in the main hall, Falstaff vows to "seal" his swindle of Shallow (220).

The crown as a material referent of power is recalled in Welles's staging of the final dialogue between Hal and the King, who personifies the royal insignia as a "troublesome bedfellow" (222) as it rests next to him in the bedchamber, prominently displayed in the right foreground with Hal shown nearby in the background, another achievement of depth of field within an intimate space. The scene shifts to show the dying King in the same position, the crown placed emblematically between them, with Hal's expression one of palpable anticipation of inheritance as well as mourning as he tellingly proclaims "My due from thee is this imperial crown" (222) and clutches it to himself before leaving the room, showing his apprehension of the meaning behind its material heft.

After a brief interlude at Shallow's house which reorients us to Welles's narrative construction by associating the opening scenes to Shakespeare's own temporal scheme and creating further expectation of the imminent regime change, the final scene at the castle presents probably the definitive representation for the struggle for power at the heart of Welles's conception of his source material. Here, the King in an extended tracking shot traverses the interior of the castle and rants over Hal's ascension, the setting shown at its most vertical and sepulchral, seemingly imprisoning the King with narrow walls, shadows, and a barred window momentarily recalling the imagery of Othello. The substance of the text throughout is possession of the crown and resentment over its illicit assumption by Hal: Accusing his son of wishing him dead, the King momentarily falls and is supported by his crown-wearing son in a disconcertingly low angle with the vaulted ceiling above them disappearing into shadow--a bald visual statement of acquisition (see fig. 8).


Furthermore, Hal's disingenuous references to the materiality of the crown--"thou best of gold art worst of gold"--and to himself as "true inheritor" (228) make abundantly clear his intention to seize control of the kingdom from his father as he himself did from Richard. Welles employs a sudden closeup of the King in which John Gielgud's inscrutable expression shifts from fear of imminent death to a cynical recognition of his own vaulting ambition in his son as he contrasts the power he "purchased" with the opportune expediency Hal must now display in distracting his court and the populace with foreign conquest, thus complementing Hal's refusal moments earlier to let anything "wrest" the crown from him (223). As the King dies to the strains of a distant chant, the openness of the castle is shown in an overhead shot circumscribing both characters as solitary figures in an intensely private attitude that conveys the silent momentousness of the transfer of power. Hal, shown with his father's body slumped behind him in shadow and in an extreme longshot with members of the court crowding into the foreground, now promises quantitatively to convert their tears "by number into hours of happiness" (231).

An abrupt transition to Shallow's house reveals the film's longest single take, a virtual demonstration of Welles's raison d'etre of staging. Within the barrenness of the interior, Falstaff situates himself in the extreme background while Shallow and Silence cavort at midscene left and then exit in the right foreground, his distant shape eventually moving into the foreground as first Davy and then Pistol enter the middle and right foreground scene from opposite ends. Finally dominating the frame in the film's most extreme low angle, one positioned virtually straight upwards, Falstaff expresses his presumption of material advancement upon hearing Pistol's "news of price" (234)--his announcement of the prince's ascension (20) (see fig. 9).


As with the Battle of Shrewsbury, the coronation scene shows Welles maximizing his limited on-screen assemblages of crowds and processing courtiers with low angles, drifting clouds of mist, and sharply receding diagonal lines, Falstaff's jostling rotundity visibly clashing with the disciplined physical uniformity around him. The new king's rejection of Falstaff suggests a similar posture to the play extempore, but with the advent of Hal's speech, the two appear in separate frames that are appropriately composed as emblems of the new transference of policy: Low-level shots of the newly-crowned Hal at the left, framed with butresses overhead and ceremonial flags at the diagonal right almost convey a sense of color and contrast that seem to fill the screen, while a slightly low-angled medium closeup of Falstaff surrounded by heavy shadow allows him a modicum of dignity as his cryptic grin conveys an unmistakable recognition of the cruel efficiency of the new order (Naremore 281). Within these attitudes, Falstaff is discarded in material terms ("Make less thy body hence" [242]), a reduction further exemplified moments later by his mutterings over the thousand pounds he cannot hope to return to Shallow (245-46), his forlorn appearance in a striking longshot lost in the shadowy stonework of the gigantic castle gate, and the spoken order to "carry" him to the Fleet prison (248) (see fig. 10).


Appropriate to the new regime, Hal's sense of noblesse oblige--that he will "enlarge" Falstaff and "provide" for his former friends (250)--is expressed with patronizing detachment, and Poins observes the emptiness of the tavern interior as the Hostess, Bardolph and Nym are filmed to the right or left of a vast expanse of open yard, and wherein Falstaff makes his last appearance as lifeless material substance, his coffin briefly occupying the horizontal perspective of a medium closeup. With Bardolph's flippant reference to the niggling "riches" he received from him, Falstaff's body is wheeled out of the yard into the vacant landscape between the tavern and castle in a rising overhead shot as the final narration from Holinshed describes Hal's political cunning in terms of both the material body--he "put on him the shape of a new man"--and commercial exchange: "he never enterprised anything before it forecast the main chances that it might happen" (254).

Perhaps the most cogent assessment of Welles's career in the withering aftermath of Kane's premiere and the debacle of his second feature is that offered by actor-biographer Simon Callow, whose first of three installments in what is proving to be a growing cottage industry of the director's history bodes well for the resurrection of his reputation as an artist:
   [D]enied access to the means of production, he began to explore his
   medium further and further, no longer exclusively--or at
   all--interested as he had been in his earlier years, in results.
   Still reluctant to go within, to examine himself, he produced, in
   more and more original forms, a body of wildly uneven work that
   could never have been predicted from his early efforts (574).

Yet it is this very same searching quality as revealed through the asceticism of Chimes at Midnight when seen against the relatively opulent production values of Citizen Kane that compels our concentration upon his exploration of the ideologies behind his selections from Shakespeare's ouevre, and can thus be seen as a significant realization of the extraordinary potential of his landmark first effort--the expatiation of an intuitively cinematic impulse toward the creation of narrative. Welles himself indicated as much in an oft-quoted statement made shortly after the release of Chimes at Midnight, one which very few scholars have been willing to accept verbatim: "[W]hat I am trying to discover now in films is not technical surprises or shocks, but a more complete unity of forms, of shapes ... a shape which is immediately recognisable, so that you see that the whole thing has a shape, just as the image does. And the interior conception of the author, above all, must have a single shape" (Cobos and Rubio 263-64).

In his indispensible overview of Shakespearean cinema, Jack Jorgens proclaims Chimes at Midnight "the most personal of Shakespeare films" (111). Yet this may ultimately have less to do with its auspicious history as one of Welles's most ambitious works for the stage or as a self-dramatic attempt by the director through his eponymous character to regain the auteurist stance denied him since the failure of The Magnificent Ambersons. Latter-day apologists of Chimes at Midnight may instead apprehend, beyond this formidable egoist's ability to avoid the solipsism of Olivier's contemporaneous Shakespearean treatments, a more comprehensive engagement with a matrix of shifting power relations that at once conveys the bitter struggle for legitimacy by an equivocal historical regime as well as that of a consummate filmmaker who has fallen inexorably out of commercial favor.

While Welles is alas not among us to witness the putative video restoration and rediscovery of Chimes at Midnight, his foresight of ultimate vindication has nevertheless been realized in an utterly compelling example of the decisive cynicism and affirmation of realpolitik: Just as Shakespeare's history has come to represent the implacable compulsion of the Tudor dynasty toward the triumphant display of power as disseminated through the public policy of the popular stage--what Stephen Greenblatt has articulated as Elizabeth I's "theatrical apparatus of royal power" (167)--Welles's uncanny perseverence with only the most limited material resources of his medium will undoubtedly attain its ultimate victory, however posthumously, through the widespread evidence of his own artistic mastery within the marketplace of viewers.


(1) Citizen Kane, audio commentary.

(2) Despite the grateful critical reception of this version, controversy about rival "definitive" Othellos remains. See Davies xi-xii. Web entries in the Internet Movie Database and WellesNet express a commonly-held preference for Criterions out-of-print laserdisc edition, which is purportedly closer to Welles's own conception (cf., Despite the dutiful tracking of the relative availability of incomplete or pirated editions of Chimes, no firm plans for the restoration of the film have yet been verified for DVD release in the US. For a review of the Spanish disc release by Suevia in 2000 (Campanadas a Medianoche), see

(3) See Welles's spoken accompaniment to the "pin-screen" introduction in the current DVD edition of the film.

(4) See Learning 197 and Naremore on Welles's "principle of exaggerated perspective" (40).

(5) Cf. Davies on Welles's articulation of "the formative energies underlying the text" (100-01) and Jorgens 109.

(6) See Barber's authoritative discussion of Falstaff's saturnalian dimension (192-221) and Lyons 307-19.

(7) See Jorgens 114 and Crowl 373ff.

(8) As with Macbeth and Othello, Welles had to contend with restrictions that would likely have dismayed many a lesser filmmaker. See Berg and Erskine's summary of the film's erratic production history (42). Actor Keith Baxter has described the vagaries of Spanish locations substituting for England, the cast and crew artificially ageing the wood surfaces of the tavern set, and the reversal of film stock for effect in the Battle of Shrewsbury sequence, as well as the employment of costumed dummies and imitation snow for other scenes (Lyons 279-80). See also Davies's lucid discussion of the spatial context in the film, which he views as an essential element in Welles's dialectic of opposing interiors (124-27).

(9) See Lyons 27-28.

(10) Cf. Mason 193 and Pilkington 145.

(11) See Stanley Rubin's underrated discussion of the metadiegetic dimension of Welles's approach to narrative and the Brechtian dimension of his framing device (67), Mason 193 and Johnson 16.

(12) All internal parenthetical references to the film are from Lyon's edition of the continuity script (27-254).

(13) Cf. Naremore's discussion of the incongruous planes of arrangement in the Inquirer party scene from Citizen Kane (50-52).

(14) On this signature subtext, see Crowl's reference to Jeanne Moreau's punning pronunciation of "'oreson" (377). While Keith Baxter has described the extent of Welles's voice looping in the film (Lyons 278, 281), both Pilkington (139) and Johnson (13-14) note that a result of this slapdash postproduction is the resonant irony of Welles speaking to himself at several junctures.

(15) Notable in this scene is Welles's staging of Falstaff's hiding within a trapdoor amid the mayhem provoked by the Sheriff's sudden arrival, a facile gesture of his immense material presence rendered as palpable spatial absence. Jorgens interprets this as an allusion to a figure of evil appearing out of the floor of the Elizabethan stage (111), a possibility that Welles seems to offer with more contempt than deference to tradition.

(16) Cf. Naremore's interpretation of Welles's imagery in these shots to an illustration of the rebels' hubris (276).

(17) See Cobos and Rubio 264.

(18) Ibid.

(19) Cf. Rubin 68.

(20) Cf. Mason 196, Johnson 19, and Davies 128.

Works Cited

Barber, C. L. Shakespeare's Festive Comedy: A Study of Dramatic Form and its Relation to Social Custom. 1959. Princeton: Princeton UP, 1972.

Berg, Chuck and Tom Erskine, eds. The Encyclopedia of Orson Welles. New York: Checkmark Books, 2003.

Callow, Simon. Orson Welles: The Road to Xanadu. New York: Viking Penguin, 1995.

Cohos, Juan and Miguel Rubio. "Welles and Falstaff." Sight and Sound 35 (Autumn 1966): 158-61. Rpt. in Lyons 259-66.

Crowl, Samuel. "The Long Goodbye: Welles and Falstaff." Shakespeare Quarterly 31.3 (1980): 369-80.

Davies, Anthony. Filming Shakespeare's Plays: The Adaptations of Laurence Olivier, Orson Welles, Peter Brook and Akira Kurosawa. Cambridge: Cambridge UP, 1988.

Gibbs, John. Mise-En-Scene: Film Style and Interpretation. London: Wallflower, 2002.

Greenblatt, Stephen. Renaissance Self-Fashioning: From More to Shakespeare. Chicago: Chicago UP, 1980.

Johnson, William. "Orson Welles: Of Time and Loss." Film Quarterly 21.1 (1967): 13-24.

Jorgens, Jack J. Shakespeare on Film. Bloomington: Indiana UP, 1977.

Learning, Barbara. Orson Welles. 1983. New York: Viking, 1985.

Lyons, Bridget Gellert, ed. Chimes at Midnight: Orson Welles, Director. New Brunswick: Rutgers UP, 1988.

Mason, Pamela. "Orson Welles and Filmed Shakespeare." The Cambridge Companion to Shakespeare on Film. Ed. Russel L. Jackson. Cambridge: Cambridge UP, 2000.

Naremore, James. The Magic World of Orson Welles. New York: Oxford UP, 1978.

Pilkington, Ace G. Screening Shakespeare from Richard II to Henry V. Newark: U of Delaware P, 1991.

Rubin, Stanely S. "Welles/Falstaff/Shakespeare/Welles: The Narrative Structure of Chimes at Midnight." Film Criticism 2.2-3 (1978): 66-71.

Welles, Orson, dir. Citizen Kane. Perf. Orson Welles, Joseph Cotton, Dorothy Commingore, Ray Collins, George Colouris, Agnes Moorehead. RKO, 1941. Videodisc. Warner Bros., 2001.

--. Falstaff: Chimes at Midnight. Perf. Orson Welles, Keith Baxter, John Gielgud. Peppercorn, 1967. Arthor Cantor Films, 1987.

--. The Trial. Perf. Anthony Perkins, Jeanne Moreau, Akim Tamiroff, Orson Welles. RKO, 1963. Videodisc. Focusfilm, 2001.


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Author:Hoffman, Dean A.
Publication:Shakespeare Bulletin
Geographic Code:4EUUK
Date:Mar 22, 2005
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