“To Welles, ‘Falstaff' is Shakespeare's nostalgic farewell to whatever was left of ‘merrie Englande,' the boisterous romantic Elizabethan period that fostered the lyrical artistry of Marlowe, Bacon, Spenser and Shakespeare himself. Chimes at Midnight is Welles' third Shakespearean film, based on the Falstaff scenes from both parts of ‘Henry IV' and references in Holinshed's ‘Chronicles.' The relationship between Falstaff and Prince Hal is not the simple, comic relationship that one finds in the play but the foreshadowing of the end, of a dying England, worn out and betrayed, like Falstaff after his rejection. As a result, Welles' Falstaff (as it is called for American release) is a cinematic lament, very beautifully realized, very personal in its interpretation, and always touched by Welles' quixotic imagination.... (L)iterary purists may be rather unnerved by Jeanne Moreau's Macbethian approach to Doll Tearsheet.... (T)he cast is predominantly British, with Keith Baxter and John Gielgud superbly articulating the poetry of Hal and King Henry, and Ralph Richardson's voice reading from Holinshed above the action. Then, there is Welles' old graybeard, clumsy, lonely and absurd. Without a doubt, he had heard the chimes across the snowy landscape, for his portrayal is a muted one, the sad contentment that comes from a true-to-life dream.” --San Francisco Film Festival, 1968