
(Editor’s note: Keith Baxter, who played Prince Hall opposite Orson Welles’ Falstaff in the stage and film productions of “Chimes at Midnight” was kind enough to share his recollections of Welles with us as we mark the 50th anniversary of the film and the centennial of Welles’ birth).
By KEITH BAXTER
In the summer of 1963 I was doing a play in London when I received a letter from Orson Welles. I had acted with him three years earlier.
He had asked me to play Prince Hal onstage in Ireland. He was going to play Falstaff. It was a marvellous and mad experience. Marvellous because that is what it was always like when you worked with Welles, and mad because that is what it was always like too.
The production – which had been scheduled to play in Athens, Paris, Amsterdam and London – closed in Dublin. On the boat coming back to England, Welles found me staring at the sea.
“It didn’t work, Keith” he said. “It will work on film but not on the stage. And I will never make the film without asking you to play Prince Hal.”
The years passed. I went to Broadway in A Man for All Seasons, and then came back to London. I had never lost contact with Welles but the letter he sent me in 1963 was thrilling.
“Listen why don’t we go ahead with our pocket-sized film version of Chimes? It probably won’t make sixpence for any of us but it would be worth while and fun, I think.”
So a year later I found myself in Madrid in Welles’s apartment as he said goodbye to the young Spanish producers who disappeared into the elevator, waving and smiling as it sank downstairs. Welles embraced me, grinning with pleasure.
“The film’s back on! Those were the producers. They came to say they couldn’t go ahead but I talked to them and now they are so enthusiastic and we start next week!”
No one could ever resist Orson Welles to tell you the truth. Life was a roller-coaster with him. He took me in his car as we drove across Spain to Barcelona. He loved Spain and we were driving through the wonderful countryside as he explained the focus of his film.

“It’s a love story, you see. A young man torn between the love for two father-figures. One who is cold and authoritarian but who is the King, and the other who is loveable, a con-artist, a scamp but warm and fun.”
The simple thread of this story was never lost. It gives Chimes At Midnight a resonance and an emotional thrust that is often almost unbearably moving.
A superb cast was assembled; the great John Gielgud and Margaret Rutherford and Jeanne Moreau and Fernando Rey. (When a journalist asked Moreau why she had come to play such a small role she said “Orson asked me.”) None of us thought we were creating a masterpiece; nor did Orson ever think in those terms. We were just having a wonderful time.
We arrived in a ruined church in Andorra early in the morning, and broke for lunch outdoors when Welles and Gielgud swapped hilarious anecdotes before Welles climbed on the table and fell asleep. When he woke we filmed until it was dark. One actor, newly arrived from England, complained that these were not Trade Union hours and everyone looked at him as if he were insane.
Welles was the captain of the ship of course. When we moved to Madrid he was able to live at home with his beautiful Italian wife Paola and his little daughter Beatrice whom he adored. He had a real family life – created by Paola – and he was very happy.
As the film progressed, and he began to work on the movieola cutting and shaping it, he said to me one day that it had taken a life of its own. “Films do that you know.” The film was becoming deeper and more sombre than he had originally planned. “Too late to change it now.”
When it was finished the emotional impact of the story was more powerful than anyone could have expected. The terrible similarity.
As the years went by one saw the disillusion that took over Welles’s life. He had longed to return to California – like Falstaff at the end of the film, he believed he would be wanted again. He wasn’t. He lived a life of increasing unhappiness surrounded by second-rate ‘friends’ who did nothing to help him.
I think of Orson in Spain, laughing in the way that only he could laugh, the room shaking; I think of him with Paola and Beatrice grinning and buoyant. That is how I remember him.
A wonderful loveable man. And a genius.
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