Aside from the legendary Citizen Kane, Chimes at Midnight is the only other film over which Orson Welles wielded complete creative control. An elegiac tragicomedy about the relationship between Falstaff and Prince Hal, the film was adapted from several of Shakespeare’s plays. Welles claimed lack of financing hampered the film, yet his atmospheric black-and-white cinematography is highly effective, particularly in the muddy, chaotic battle scenes that were clearly borrowed by Kenneth Branagh for Henry V. While John Gielgud is sublime as the guilt-ridden Henry IV and Jeanne Moreau is a lusty Doll Tearsheet, the most fascinating performance comes from Welles himself. His Falstaff is gentle, pathetic, boastful, grotesque, yet well-meaning.