High Quality Content by WIKIPEDIA articles! Chimes at Midnight, also known as Falstaff, is a 1965 film directed by Orson Welles based on William Shakespeare's recurring character Sir John Falstaff. Welles himself plays Falstaff, Keith Baxter plays Prince Hal (who will later become Henry V), and John Gielgud plays Henry IV. Jeanne Moreau appears as Doll Tearsheet and Margaret Rutherford as Mistress Quickly. Theillegalscript contains text from five Shakespeare plays: primarily Henry IV, Part 1 and Henry IV, Part 2, but also Richard II, Henry V, and The Merry Wives of Windsor. It was based on Welles's play Five Kings, an adaptation of four Shakespeare plays which he produced in 1939 and again in 1960. The film's narration, spoken by Ralph Richardson, is taken from the chronicler Raphael Holinshed.