Chimes at Midnight, also known as Falstaff and Campanadas a medianoche (Spanish title), is a 1965 film directed by and starring Orson Welles. Focused on William Shakespeare's recurring character Sir John Falstaff, the film stars Welles himself as Falstaff, Keith Baxter plays Prince Hal (who will later become Henry V), and John Gielgud plays Henry IV. Jeanne Moreau appears as Doll Tearsheet and Margaret Rutherford as Mistress Quickly.
The script contains text from five Shakespeare plays: primarily Henry IV, Part 1 and Henry IV, Part 2, but also Richard II, Henry V, and The Merry Wives of Windsor. It was based on Welles's play Five Kings, an adaptation of four Shakespeare plays which he produced in 1939 and again in 1960. The film's narration, spoken by Ralph Richardson, is taken from the chronicler Raphael Holinshed.
Near the end of the film, Welles slightly alters a scene from Henry V, Act 2, Scene 2 in which Henry V pardons an imprisoned street rabble-rouser just before his expedition to invade France. In Welles' version it is stated that this man is Falstaff, and the incident he is pardoning is Falstaff's disturbance of Henry's coronation. Although both the pardoned prisoner and
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