Chimes at Midnight (aka Falstaff) is a 1965 film directed by Orson Welles based on the character of Sir John Falstaff in Shakespeare.
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. The film's narration, spoken by Ralph Richardson, is taken from the chronicler Holinshed.
The film was nominated (in 1968) for a BAFTA film award for Welles as Best Foreign Actor. At the Cannes Film Festival Welles was nominated (in 1966) for the Golden Palm Award and won the 20th Anniversary Prize and the Technical Grand Prize. In Spain it won (in 1966) the Citizens Writers Circle Award for Best Film.
Welles held this film in high regard and considered it along with The Trial his best work, he said in 1982 "If I wanted to get into heaven on the basis of one movie, that's the one I'd offer up". Many critics, including Peter Bogdanovich and Jonathan Rosenbaum, also consider it Welles's finest work. The scene depicting the Battle of Shrewsbury has been particularly admired, serving as an inspiration for movies like Braveheart and Saving Private Ryan.
Due to complications concerning the film's ownership, Chimes at Midnight remains unavailable in the United States. It is most readily available as an import DVD from Brazil.