Why it's worth watching Welles's Falstaff

It's by no means his best movie and it's too quirky to be considered among the greatest of Shakespeare interpretations, but there are plenty of reasons to watch Orson Welles's adaptation of the Henry IV plays, Chimes at Midnight (1965?). First, with his enormous girth (obviously in part a body suit, but let's say that Welles fit the part) and growling, acerbic elocution Welles is a great Falstaff. Second, Welles did a fine job using sections of HIV 1 and 2 (and could there also be some passages from HV and Merry Wives?) and narration from Holinshed's Chronicles to make this a production about Falstaff, with just enough political background about the War of the Roses to give context and meaning. Third, John Gielgud is worth watching as HIV for his lie delivery alone - the essence of Royal Shakespeare Co style and values of his time. Fourth, Welles keeps us consistently interested and attentive through his odd camera angles (sometimes looking up at characters almost from ground level, a la Citizen Kane) and quick cuts and edits. Fifth, the black/what lighting is fantastic on the many interior scenes in what is apparently an abandoned Spanish castle and some strange building composed of raw timbers that serves as the tavern where much of the comedy takes place, plus a few of the night-time scenes, especially of the old, ruined F and his crew. And sixth and most of all, the battle scene is one of the greatest every filmed - I can't even imagine how they managed to get so many horses and knights with lances charging at one another in the chaos of battle without someone's getting killed; no other scene on film has ever conveyed the horror of hand-to-hand medieval warfare. Overall, Welles makes us feel sorrow for the abandoned Falstaff - even though he's quite an ass who, despite his joviality, thinks nothing of stealing from friends and strangers. Ono the down side, Welles is much less convincing on the transformation of Prince Hal into Henry V; he let Keith Baxter overplay the comic part to such a ridiculous extend in the HV1 scenes that we never quite understand or believe in him - he needed more of a remove, isolation, and discomfort in his libertine role right from the start. Also, as all readers/viewers of Sh know, the humor in HIV2 begins to feel forced and uncomfortable - which may be intentional; the act is getting old. That aside, the film is worth watching, and it's notable how this adaptation shifts the focus from court to tavern, from the nobility to the working (or not working) poor, from blank verse (although there are the famous soliloquies, most powerful being Gielgud's Uneasy lies the head ... ) to extraordinary (nad very funny) prose.