A waggish Time magazine beefed that Orson Welles was too fat to play Falstaff. The director-adapter-costume designer-actor’s girth proves no deterrent to Jeanne Moreau’s Doll Tearsheet, and Mistress Quickly (Dame Margaret Rutherford) bears with his arrears and roistering at her Eastcheap Boar’s Head Tavern-bawdy house. By whatever unflattering epithet, the star as Jack or Sir John is the main attraction among the international cast (with Welles’s daughter Beatrice as her father’s screen page), even to brief superfluous Ralph Richardson narration, in Chimes at Midnight/Falstaff/Campanadas a medianoche.

Hobbled by its maker’s always budget problems and publically unavailable for decades now, the legendary near two hours returns, in his own estimation his “least flawed, [where] I succeeded more completely.” A condensation combining five Shakespeare works and their sometime source in Holinshed’s late sixteenth-century Chronicles of England, Scotlande, and Irelande, it actually derives directly from Five Kings, Welles’s two-part stage presentation unsuccessful in 1939 and again in 1960.

With a largely Spanish crew shooting in wintertime near Saint Teresa’s walled city of Ávila, Welles’s production design and Edmond Richard’s camerawork convey the unsanitary, unheated, overcrowded first years of the fifteenth century. This result is a romantic “lament for Merrie England” and its supposed code of chivalry, whose death knell was sounded in 1403 at Shrewsbury, where John Gielgud’s Lancastrian Henry IV and the longbow put to flight the Percy Rebellion armies under father Northumberland, uncle Worcester, and son Harry “Hotspur” Percy (José Nieto, Fernando Rey, Norman Rodway), in a b&w battle sequence that shames the touted color charge in Braveheart.

The better part of valor is discretion, as Sir John waddles and roly-polies on the periphery of bellicose action, his self-preserving prudence and lies not trailing disgrace because, with companion Ned Poins (Tony Beckley), the fat man’s mark/surrogate son Prince of Wales Hal (Keith Baxter) inconsistently returns to the same wayward profligacy and jokes. Only at the death of his father and his own 1413 accession as Henry V does the prince-now-king “know thee not, old man,” and the “huge hill of flesh” hanger-on graduates from a grand comic relief figure to one of grand tragic noble heartbreak. His end is cloaked in a dignity heretofore hidden beneath his eye-winking roguery.

Like its central figure, and like the director and his oeuvre, the film has its flaws but they are to be overlooked in consideration of the whole package and the heart: were it otherwise, none should ’scape whipping.

However tweaked (and with much of it dubbed in postproduction), the Bard’s language will prove a stumbling block to the million, but the triumph is equally visual as verbal. In bare ruined choirs and untapestried visible-breath castle halls, on peeling plaster inn walls and blood-muddy fields (filmed in a Madrid park and in a warehouse), peopled by actors sans makeup except for Welles’s nose, the stark camera pictures the reality of setting.

The torch passes from chivalry to Machiavellian realpolitik, the irresponsible prince matures into the king, to sow wild oats no more. But almost all those in this splendid vision are inspired and honorable, from wrong-headed Hotspur and his loving Lady Kate (Marina Vlady) to loquacious justice of the peace Robert Shallow and his stuttering mouthpiece Master Silence (Alan Webb, Walter Chiari), wonderfully out of sixteenth-seventh century Dutch mercantile-class portraiture. In the end, nevertheless, it is Falstaff that towers above the crowd. In his disappointment and exit more than his entrance he is for all time. Let us, indeed, in defiance of Time have men about us that are fat.

(Chimes at Midnight-- originally released on December 22, 1965 -- is scheduled for re-release on January 1, 2016. Janus Films; not rated by MPAA.)