"Never mind those wags who cracked wise that Orson Welles was the first actor in history too fat to play Shakespeare's Falstaff: Chimes at Midnight is one of director Welles' finest achievements, a fact that becomes all the more obvious with each passing year. Combining elements of Shakespeare's Henry IV Part One, Henry IV Part Two, Henry V, Richard III and Merry Wives of Windsor, the film traces the ascension to the British throne of King Henry V (Keith Baxter), paralleling this rise with the diminishing friendship between young Henry and the roistering reprobate Sir John Falstaff (Welles). During his ""Prince Hal"" days, the future king drinks and wenches with Falstaff and his tavern chums, all the while aware that someday he will have to coldly renounce the follies and acquaintances of his youth and assume his rightful place in British history. The film's highlight is the newsreel-style climactic battle between Henry's men and the followers of royal challenger Henry Percy, aka ""Hotspur"" (Norman Rodway). Those who insist upon denigrating Welles have pointed out that the battle scene owes a lot to Kurosawa's Seven Samurai, and that second unit director Jesus Franco coordinated much of the sequence; but the visual design of the battle is Welles' and Welles' alone, proof positive that lurking beneath the man's fabled arrogance and overindulgence was a limitless talent that was never fully utilized by either the film industry or by the self-destructive Welles himself. Made under the director's usual catch-as-catch can budgetary conditions, Chimes at Midnight cannot help but be an uneven work (its principal weakness is the soundtrack dubbing, which seems off-balance and mis-timed throughout). One can also quibble that Welles failed to completely exploit the humor inherent in the character of Falstaff. Still, the film is brilliantly cast, with Sir John Gielgud, Jeanne Moreau and Margaret Rutherford prominent in the proceedings, and with Ralph Richardson providing voiceover narration (lifted from Hollingshead's Chronicles). And few moments in the Orson Welles canon are as moving as the banishment, and subsequent death, of John Falstaff, a overgrown child who--like Welles himself--could never truly fit into a world of so-called rational adults."