Orson Welles' brooding, sometimes brilliant art-house film dwells on the tragic side of one of Shakespeare's most famous comic characters. Seamlessly integrating portions of Shakespeare's Richard II, Henry IV, Henry V, and The Merry Wives of Windsor, along with (in the narration by Ralph Richardson) Raphael Holinshed's The Chronicles of England, CHIMES AT MIDNIGHT is one of the finest cinematic translations of the Bard. Sir John Falstaff (Welles) is the massive, blustering companion to Prince Hal (Baxter), heir to the besieged British throne. Reluctant to assume the duties of kingship, Hal passes his time drinking and carousing with Falstaff. Finally, however, he goes into battle, slaying the honorable, doomed challenger to the crown, Hotspur (Rodway), and he soon thereafter becomes Henry V. Bursting in on the coronation, certain that a high title is forthcoming, Falstaff encounters instead the scorn of the now high-and-mighty Hal. While not as technically dazzling as CITIZEN KANE (indeed, some are quick to condemn the somewhat confusing editing and murky sound--evidence of the project's haphazard shooting schedule), CHIMES AT MIDNIGHT is the work of a mature artist and proof of Welles's great flair for Shakespearean dramaturgy. Although the film downplays the comic aspects of the Falstaff-Hal relationship, the two lead performances are splendid, with Baxter alternately playful, cunning, icy, and commanding and Welles giving the performance of his career in a part he deeply understands. The moment of Falstaff's rejection is probably the single most moving piece of acting Welles ever committed to film. Although fans of Moreau and Rutherford may be disappointed by their modestly sized roles, there are compensations, especially in the perfect performance of Gielgud as Henry IV. The film includes one of the best battle scenes ever--a brutal, chaotic affair fought on a mud-soaked field, with the waddling knight Falstaff making every attempt to escape death.