Chimes at Midnight (UK release: Falstaff, Spanish release: Campanadas a medianoche), is a 1966 English language Spanish-Swiss co-produced film directed by and starring Orson Welles. The film's plot centers 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 Falstaff or to his father, King Henry IV.
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 uses some dialogue from 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. Neither of these plays were successful, but Welles considered portraying Falstaff to be his life's ambition and turned the project into a film. Throughout its production, Welles struggled to find financing and at one point, to get money, he lied to producer Emiliano Piedra about intending to make a version of Treasure Island. Welles shot Chimes at Midnight throughout Spain between 1964 and 1965, and premiered it at the 1966 Cannes Film Festival, where it won two awards.
Initially dismissed by most film critics, Chimes at Midnight is now regarded as one of Welles' highest achievements, and Welles himself called it his best work. Welles felt a strong connection to the character of Falstaff and called him "Shakespeare's greatest creation". Some film scholars and Welles's collaborators have made comparisons between Falstaff and Welles, while others see a resemblance between Falstaff and Welles's father.