For this week’s post, I have returned to America and have decided to tackle one of the greatest filmmakers of all time, Orson Welles. His final film was recently released on Netflix, after decades of legal wrangling over the footage. And I have paired it with a film that a lot of Welles scholars and fans consider his best. This week’s films are:

Orson Welles – Chimes at Midnight (1965)

Orson Welles – The Other Side of the Wind (2018)

Of course, The Other Side Of the Wind was filmed in the 70s, and Welles worked on it through his death in the 80s, but various legal and financial conflicts prevented him from finishing it. In the decades since, Welles friends and family have worked (sometimes as rivals), to get the film completed, and finally, permission was given to complete it and release it. After a crowdfunding campaign, Netflix picked up the film, and it was released in early November on their service. I am not a Welles scholar, though I know several, so I’m a bit nervous about this post, but I’ll try to do both of these film justice.

Chimes at Midnight (1965)

Falstaff exists in a time of war. King Henry the 4th has usurped the throne, and faces rebellion from various factions. But his son, Prince Hal spends his days carousing with Sir John Falstaff, a comic character who drinks himself to sleep in the evenings, plans robberies, and insists he’ll pay his bills tomorrow. As the rebellions begin to get serious, Prince Hal will have to decide where his loyalties lie, to his friend Falstaff, or his kingdom.

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Chimes at Midnight (1965)

The film is directed by and stars Orson Welles. He also wrote the script, based on various Shakespeare plays, including Henry IV, and others. Welles plays Falstaff, a character who appeared in many Shakespeare plays. Falstaff was such a popular character that Shakespeare kept rewriting him and including him in additional plays. Welles himself had a fondness for Falstaff, and felt like he even personally owned the character, and so he made the ultimate Falstaff film.

The film also stars Jeanne Moreau, John Gielgud, and Keith Baxter as Prince Hal, who other than Falstaff, is the main character of the film.

I had seen this film once before at the IU Cinema. Unfortunately, the soundtrack on the print was really bad. Combined with the Shakespearean dialogue, it was almost impossible to understand anything of what was being said. But luckily, Criterion released a version recently that has stellar sound and visuals, which is the version I’m watching for this post.

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Prince Hal and Falstaff. Chimes at Midnight (1965)

The film’s dialogue is entirely in Shakespearean English, which I don’t have a great ear for. So for this film, I did something that I’ve never done before for this blog, I watched the film a second time with the commentary track from James Naremore. Jim is a world renowned film scholar, and his expertise covers topics like film noir, Kubrick, and Orson Welles. Through my connection the Indiana University Cinema, and the podcast I used to host, I was able to get to know Jim Naremore, and he was always my favorite guest on the show. He brought us to another level, and his stories and knowledge always felt effortless. So if I sound at all intelligent about this film, then credit goes to Jim Naremore.

It’s easy to see why audiences and Welles were so enamored of Falstaff. The character has tons of witty lines, and is something of a lovable fool. My favorite scene in the film occurs after Falstaff and Prince Hal pull off a robbery. But afterwards, Hal disguises himself again, and chases off Falstaff, collecting the money, then returning to the meeting point to laugh at him. When Falstaff returns, he decries the band of brigands that attacked him, increasing the number with every sentence. First it was two men that attacked him, then 5, then 7, and on and on. Finally Prince Hal and his co-conspirator begin to pick apart his story, eventually revealing that it was them, and they have the money. Falstaff is offended, but is mostly happy that they have the money.

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A king in his own mind. Chimes at Midnight (1965)


This leads to probably the most famous scene in the film, in which a play within the play begins in which Falstaff plays the King, and the Prince plays himself. While playing the King, Falstaff tells Prince Hal that he must correct his wild ways and banish the men he hangs out with, but that he really loves that Falstaff character, and he should keep him close.

One thing that was revealed to me about the Prince Hal character from the commentary was how honest he is throughout the film. He essentially foreshadows the end of the film, wherein he betrays Falstaff, banishing him from the kingdom, and becoming the mature man he needs to be in order to rule the kingdom. In this scene, he essentially tells Falstaff that’s exactly what he will do. But when he’s around Falstaff, he seems a more childish or comic character. So it’s hard for us to see Hal as that eventual king. It’s the main arc of his character.

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Henry IV Chimes at Midnight (1965)

The film is about Falstaff, but I found Prince Hal the most interesting character. He seems very much to become whoever he needs to be depending on who he’s around. With Falstaff, he is mischievous and hedonistic. When he’s in battle, he is heroic and strong. But when he is with his father, the King, he is a supplicant. And finally, once he becomes the king at the end of the film, he is suddenly regal and noble. It is at this point, that he banishes Falstaff when confronted.

The relationship between Falstaff and Prince Hal is essentially the throughline of the film. In the early part of the film Prince Hal is essentially sowing his oats. He is out in the world, causing trouble with Falstaff, and having fun. It isn’t until rebellions begin and he needs to lead troops and fight in the war that he begins to take things seriously.

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Falstaff in Battle. Chimes at Midnight (1965)

But even in the early parts of the film where he and Falstaff are close friends, there’s a bit of a rivalry between them. Prince Hal isn’t above smacking Falstaff down, even though Falstaff takes it well, it feels a bit harsh.

We can see things start to fracture a bit more during the main battle scene in the middle of the film. Prince Hal puts down the rebellion by killing his main rival in the battle. He leaves the body there and returns to his side. But Falstaff finds the body and drags it back, claiming that he killed the opposing leader. Of course, the audience, and likely the king sees this as a ridiculous assertion, and a comical one at that. But for Hal, it reads as a betrayal.

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Not an imposing figure on the battlefield. Chimes at Midnight (1965)

After the rebellions are put down, Prince Hal goes to see Falstaff where they fight again just before Hal goes to the King and discovers that he is very ill. This scene is fascinating, as Hal sees the crown sitting on the pillow next to the king, and just takes it, putting on the crown and assuming the throne, perhaps not realizing his father is still alive, or perhaps not caring. When his father awakes and finds his son wearing the crown, he at first scolds him, but then softens, realizing his time is almost over, and begins giving him good advice for how to be king, imploring him to ensure that the King’s allies will become his own allies.

In this scene, Hal completes his transformation into the man he needs to be to be the king. Falstaff hears that Hal is now the king, and goes to find him, assuming he will be raised to some high place of honor. But once he makes his way through the processional to call out to his old friend, Hal turns on him, both literally and figuratively. He banishes him from the kingdom, and Falstaff dies soon after.

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Taking his role seriously. Chimes at Midnight (1965)

There’s a few more things I want to talk about this film. First of all, the cinematography is stunning. Probably the best of Welles career. Every shot feels stunning. Grand and epic when we’re in the castle with the king, and intimate when we’re in the inn with Falstaff. Listening to the commentary reveals this even further. Each shot is composed with purpose, and each character is placed with a meaning.

Additionally, there’s a battle scene in the middle of the film that is amazing. It is brutal and visceral. The editing here makes the entire sequence. We get quick cuts to different parts of the battle, bowmen shooting, horsemen riding, soldiers fighting in the mud. But we never lose track of our main players, Prince Hal, Hot Spur, his rival, and Falstaff. In keeping with his character, Falstaff spends his time in the battle hiding in the bushes, and occasionally running from hiding place to hiding place.

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Beautiful. Chimes at Midnight (1965)

Finally, the acting. Welles of course is known as a great actor, and he didn’t have the pull at this point in his career to get all of the best known actors in the industry to work with him. But Welles manages to find some great actors to fill in every role. As a director, he had a real eye for talent. Or at least, he knew how to get the performance he wanted out of his various actors. I’ve talked a lot about Prince Hal, played by Keith Baxter. He was an actor with a decent career, but as far as I know, he never revealed before or after that he was capable of this type of performance.

All in all, a difficult film to grasp in some ways, and a deeply complex one at that, but a wonderful film.

The Other Side of the Wind (2018)

A legendary director, Jake Hannaford, is trying to finish his latest film, but his lead actor has walked off the set, and he has run out of money. At his 70th birthday party, he shows some of the completed footage while navigating a series of biographers, documentary crews, film critics, and magazine writers. We learn about his personality, his past, his faults, and his conflicts over the course of the evening, which we have learned earlier in the film is the last day of his life.

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The Other Side Of The Wind (2018)

The film is directed by Orson Welles, and written by Welles and Oja Kodar, an artist that Welles worked with frequently later in his career (the two were also lovers). Unlike a lot of Welles films, he doesn’t play a part in this one, other than some off screen dialogue. The film stars John Huston as Hannaford, and Peter Bogdanovich as Brooks Otterlake, a young director who is a protege of Hannaford. The film is full of characters pulled from real-life Hollywood. Bogdanovich in fact is playing a thinly veiled version of himself. We also see a Pauline Kael insert, as Julie Rich, and what I assume to be a Marlene Dietrich insert, who was a good friend of Welles, and had a memorable role in Touch Of Evil.

The structure of the film is fascinating, especially for the 1970s. It’s shot almost like a documentary, but not necessarily an intentional one. At his party, Hannaford and his guests are surrounded by cameras, so as the film cuts from angle to angle, it’s not just giving us new information about the scene, or focusing our view, we’re frequently getting different film quality, lighting, and even switching from color to black and white film. This technique creates an uneasiness about what we’re seeing. There’s a discomfort that goes across this entire film. I never felt like I could relax and just watch. I kept finding myself shifting in my seat, and leaning forward. I even lost track of taking screenshots, which I normally do while I watch the films, but I found it hard to consider those aspects while I was watching the film.

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His public awaits. The Other Side Of The Wind (2018)

The film opens with a voiceover from Peter Bogdanovich, in character as Brooks Otterlake, discussing how the film was made, and how it took so long to be released because he didn’t like his own portrayal in the film. From what I can gather, this intro voice over was always intended to be included, but it was supposed to be read by Welles himself, but he never recorded it. Rather than hire an impersonator, they came up with this solution, which also manages to give an explanation of why a film shot in the 1970s is being released in 2018 without having to explain the complicated history of this film.

Along with the film, Netflix released a documentary about the making of the film, They’ll Love Me When I’m Dead, which I also watched, and found very interesting. It answers a lot of these questions, and I highly recommend it if you’re interested in the history behind it.

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Taking it in. The Other Side Of The Wind (2018)

Once the voiceover is completed, the film jumps into a much more jarring sequence, where without explanation, we’re suddenly looking at a group of naked women sitting together. The camera zooms in on various parts, in a very male gaze inspired scene. You’d be forgiven for thinking you accidentally clicked on a softcore pornography film, but then we hear the director say ‘cut’, and things start moving.

The entire film becomes chaotic as we see people running around a film lot, walking and talking. The camera work is frenetic as various people try to find rides to the birthday party of Hannaford that evening. In this sequence, everyone is constantly talking about him, but we’ve barely seen anything of him. The film uses this moment to introduce people. We hear about the various film crews following Hannaford. The documentarians, the biographers, and on and on. It lets us know how important Hannaford is in an instant.

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The antagonist, Julie Rich. The Other Side Of The Wind (2018)

The scene reminds me of a screwball comedy or even a cartoon where every character is trying to get to the same place at the same time at any cost. As this is happening, we get our first taste of the film that Hannaford has been working on, as one of the producers is showing footage to a potential backer.

The film within a film is an important mechanic here, as it tells a story that mirrors that internal state of the director within the film (and likely Welles himself). Within the film, we see a young man chasing a beautiful woman through the city. He keeps trying to get her attention, but she simply continues walking, ignoring him, no matter what he does. At first, she is far away, and elusive. He can’t seem to get close to her.

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Watching her. The Other Side Of The Wind (2018)

As it continues, he gets close enough to see her looking in a shop window (a scene we don’t see, but is explained by Billy, the producer showing off the film). He decides to buy a doll that was in the window, hoping to gain her favor. He spends a few scenes trying to give it to her, but she just ignores him, even when he places himself directly in her path.

He follows her to a club, where she takes his raincoat. She goes to the bathroom, which is filled with couples and threesomes of various genders having sex either openly or in the stalls, and she undresses completely while a young girl watches her. She dries herself off and puts on the raincoat, returning to the club, and finally accepting the gift from the young man. She unwraps it and immediately defaces it, cutting off the hair, and prying the eyes out of the doll, which she imagines as earrings.

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Brutal. The Other Side Of The Wind (2018)

They leave the club, and she pulls him into a car, with another man driving. As they drive, she undresses him, and herself, and begins to have sex with the young man. Eventually, the driver takes offense, and tries to take the woman for himself. But when she refuses, she jumps out of the car, and the young man is pushed out as well.

From here, the young woman is completely naked throughout the rest of the film within a film. The next day, she walks through an abandoned city, finding the young man again, and once again engaging him sexually. This continues until finally she is alone, surrounded by small structures, which begin collapsing.

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Not subtle. The Other Side Of The Wind (2018)

The film within a film isn’t entirely clear, of course. It is lyrical, and impressionistic. There’s no dialogue at all in the film, but it works.

For me at least, the film within a film is about Welles own relationship with the world of film. For many years, he sought the approval of Hollywood. Occasionally, he was let in, but always rejected by the establishment. He had a reputation of being challenging to work with, and wasteful of studio money. In the film within a film, the young man is seduced by the beautiful woman, and he follows her everywhere, trying to find someway to attract her attention, much like Welles did with Hollywood after the controversy surrounding Citizen Kane, and his issues finishing The Magnificent Ambersons. But eventually the woman accepts him briefly, but always with conditions. First, this other man has to be here, then later, the woman becomes dangerous, employing a pair of scissors in their lovemaking, threatening him. Eventually, the young man runs off the set of the film within a film, which is portrayed as a moment within the footage we see. This might mirror Welles own retreat from Hollywood, depending on foreign investors to make some of his later films.

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Bogdanovich as Otterlake. The Other Side Of The Wind (2018)

The film within the film we see only in pieces, and spread throughout the film. We see the initial bits while people are heading to the party. The film continues when people arrive at the party, but is stopped when the power goes out. More of the film is shown once it is turned back on, but then stopped again. Finally, the party moves to a local drive-in where the rest of the film is being shown.

At the party, the cutting is fast and frenetic, often switching between film stocks between shots, as I mentioned earlier. When Hannaford appears, everyone is on top of him. This section of the film is a bit incoherent as the film critic Julie Rich sends questions at Hannaford and Otterlake. Instead of answering them, though, Hannaford deflects with pithy aphorisms, like “It is fine to borrow from others, but we must never borrow from ourselves”.

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Holding court. The Other Side Of The Wind (2018)

As the film continues, we see Otterlake and Hannaford get deeper into their relationship. Otterlake (like Bogdanovich) is a biographer of the filmmaker, and knows a lot of his secrets, including the fact that his father hung himself when he was young. Hannaford is able to confide in Otterlake, telling him he’s broke. Much like the relationship between Welles and Bogdanovich, Hannaford’s career has hit a low point, while Otterlake is beginning to become a successful, well-known, and well-paid director.

The evening continues to devolve, as the people around Hannaford privately admit that the film he’s working on will likely never be finished. The film critic becomes an instigator, pointing out the flaws of Hannaford, both personally and professionally. She gives the most important line of the film I feel: “Whatever he creates, he has to destroy.”

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Happy Birthday. The Other Side Of The Wind (2018)

We see this clearly from Hannaford, as by the end of the film, he’s alienated essentially everyone around him.

We know from the beginning of the film that Hannford dies in a car wreck, and when we see him drive off in the sports car that was supposed to be a wrap gift for his young star, we’re left to wonder if he crashed intentionally or accidentally.

The Double Feature

Welles was a complicated director, and person. He was a legend in every medium he worked in. First as a stage director and actor, then a radio performer/producer/director. When he got to films, the pressure on him must have been immense. And rather than make a safe, simple film, he made Citizen Kane, which is well-known as one of the greatest of all-time. The controversy around that film was a serious blow to his film career, but his challenges during The Magnificent Ambersons essentially branded him as an outcast in Hollywood. Of course, the reputation he earned was probably unfair, as he was called away to work for the US government during Ambersons post-production, and it seems he wasn’t really aware of the issues until it was too late.

After that, he worked mostly as an actor, where he earned money in order to finance his own productions. But he had a few memorable directing turns in films like The Stranger, Lady From Shanghai. But his next great film with studio backing was Touch of Evil, 16 years after Ambersons.

Besides Welles ego, the major problem was that Welles was something of an experimental filmmaker, and far ahead of his time. He knew that film could go beyond what it had been doing, and wanted to push the boundaries. But this caused problems with traditional studio heads who controlled the money. Without them, Welles had to invent a new career as an independent filmmaker. He was fairly successful at it. Even being a studio outcast, he managed to make some great films, including Chimes At Midnight. But there were many others that were started and left unfinished because he could never find the funding. As Welles himself said, “To make a film, you need an army.” With today’s technology, almost anyone could make a simple film with just their phone. And many modern directors are able to get by on practically nothing. But in Welles era, filmmaking required dozens of professionals with various expertise that wasn’t easy to come by. That costs money, and a lot of it.

As for the two films, I have a much greater appreciation for Chimes at Midnight than I did before. With the improved soundtrack and Jim Naremore’s guidance, it’s really easy to see how well-done the film is. As for The Other Side of the Wind, I think I need to see it at least once more, maybe twice. Welles added layer after layer to his films, and I’m not sure I fully appreciate it yet.


I’m back in the US, and happy to be home. It was a great trip to Amsterdam, and I loved being able to explore another culture. It was quite an education, both personally and professionally, but I definitely missed home.

As for next week’s films, I’m selecting a couple from a series of Japanese films called Lone Wolf and Cub. I had never heard of these films, until I saw them parodied on Bob’s Burgers, and even then I didn’t know they were real until I recently saw that Criterion had released a set of the films. So I picked it up, and next week’s films will be:

Kenji Masumi – Lone Wolf and Cub: Sword of Vengeance (1972)

Kenji Masumi – Lone Wolf and Cub: Baby Cart at the River Styx(1972)

Now I don’t know about you, but how can you not want to watch a movie called Baby Cart at the River Styx? I can’t resist. If I end up really enjoying these, I might just go through the whole series in the coming weeks. Should be a good time.

See you then.