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'Chimes at Midnight' (unrated)

Around the time of A Man for All Seasons and its domination of the Academy Awards in the spring of 1967, a far more unruly costume drama sneaked into a few U.S. theaters and was generally dismissed as a mess, a folly — the stylistic opposite of the movie winning all the prizes.

Time, however, has been very good to Orson Welles’ Chimes at Midnight. Welles adapted his kinetic, crushingly sad Shakespearean foray primarily from the two parts of Henry IV, augmented with bits of Richard II, The Merry Wives of Windsor and Holinshed’s Chronicles. It is the most vibrant of Welles’ completed Shakespeare projects. Many consider it one of the freest and greatest of all Shakespearean screen adaptations.

Welles portrays Sir John Falstaff, scoundrel, ruffian, lover of cheap wine and cheaper women, the sly moral conscience of a fast-fading period of English history. John Gielgud, his breath chilly on camera, portrays King Henry IV; Keith Baxter is the wastrel Prince Hal, Falstaff’s drinking buddy. The prince promises early on that he will “redeem the time” misspent, and take his nation’s reins. The cost is enormous: his friendship with Falstaff.

Welles had been long obsessed with the character. He first explored a Falstaff-guided Shakespearean amalgamation with a 1938 project he called Five Kings. In 1960 he staged a warmup version of Chimes at Midnight on stage in Belfast, starring himself opposite Baxter as Hal. He then secured the financing (never an easy step for Welles) for the film by lying to his producer that he’d be making a movie out of Treasure Island, not some Shakespeare thing.

Famously, the sound design and dialogue post-synchronization is sketchy, often difficult to decipher though not entirely a matter of technical limitations. Welles reveled in the dislocating chaos and hurly-burly of the worlds he was creating on screen — the Eastcheap tavern, the mournful, muddy carnage of the Battle of Shrewsbury. Language was important to Welles, but so was the camera and a turbulent, expressive editing rhythm. Purists who resist a lot of Chimes at Midnight will cling to Gielgud’s dazzling soliloquies for dear life.

But there is so much visual poetry in the film, it’s crazy not to acknowledge it. The prologue is inspired: in extreme long shot, Falstaff and Justice Shallow (“We have heard the chimes at midnight”) trudge through a snowy woods and then settle in before the fire at Shallow’s cottage. The old men are looking back at the times they have seen. They are sentimentalists, fools, probably. But Welles takes them seriously and when the movie gets going, that melancholy foreboding runs underneath the Falstaff/Hal revels leading to the inevitable betrayal.

Shot in Spain, eternally in need of a better, crisper visual and aural restoration than it has yet received, Chimes at Midnight is one of Welles’ peak achievements. Its depth of feeling seems very real, very deep indeed.

Cast: Orson Welles, Jeanne Moreau, John Gielgud, Margaret Rutherford.

Writer-director: Orson Welles.

A Janus Films release. Running time: 115 minutes. Adult themes. In Miami-Dade only: Coral Gables Art Cinema.