This is one of the great Shakespearean adaptations and a true 'lost classic'. It's also the last masterpiece that Orson Welles directed in his lifetime, and with 'Citizen Kane,' 'Magnificent Ambersons' and 'Touch of Evil' comprises a quartet of major cinematic works that he accomplished.
The film is an inventive re-editing and condensation of Shakespeare's plays, spanning from the end of Richard II to the beginning of Henry V. The film focuses on the character of Jack Falstaff, played by Welles himself in a virtuoso performance. Falstaff's relationship with young Prince Hal (later Henry V) is explored, and uncannily parallels Welles' own experience with the young talents of Hollywood.
Chimes at Midnight can be a jarring experience due to inconsistent film quality, low budget sets and Welles' flair for shock cuts, but it's a truly rewarding experience once you adapt to the style and limitations.
There are several great performances, by John Gielgud as Henry IV, Keith Baxter as Hal and Norman Rodway as Hotspur, who seems like a predecessor to Kenneth Branagh.
Chimes at Midnight has a little of everything: low comedy, highly artistic camera angles, exciting battle scenes (the battle of Shrewesbury scene influenced Braveheart) and a deeply moving story that Welles has 'discovered' between the lines of Shakespeare's histories.
