Chimes at Midnight opens with Orson Welles and Alan Webb, both aged men in the Medieval Ages, bumbling (probably at least somewhat drunkenly) in for the night; they sit at a fire and gently reminisce about their youth. The scene gives a first look at screenwriter, director, star Welles in all his giantic grandeur as Shakespeare’s Falstaff (either the film’s title is Falstaff or Chimes at Midnight; the film itself isn’t sure, opening with Falstaff (Chimes at Midnight); I’m not sure what preference Welles had). There are a lot of corpulence jokes at Welles’s expense, which is just one of the many rather interesting things going on in the film. And Webb’s distinct too, even though he’s not coming back for a while.

Ralph Richardson narrates the film (after that scene), but adding another layer to it is the source of his narration. He’s narrating from a 1577 history book (so 170 years after the events in the film), but Welles’s script is adapted from Shakespeare’s Henry series, which is even later than that history book. But Welles adds yet another layer to it by playing the history straight but doing it people’s history. Yes, there’s great material stuff for the royals, but it’s really all about the plebs. Those great scenes for the guys playing the kings, princes, and knights, they end up just priming the emphasis on the reality of the age. As a filmmaker, Welles is exceptionally giving to his actors and very confident in their performances. Sure, Welles gives himself the juiciest part—one where he gets to put a target on himself for all sorts of comparisons, not to mention Welles is, amongst other things, a writer and Falstaff is a Brobdingnagian bullshit artist. But a bad one. Like, a lot of the first half of Chimes is watching people get the better of Welles, except while not getting the shit end onscreen, he’s not just making this exceptional film experience, he’s also giving his cast a lot of great material. They’re all potential Judases, basically, and at least one of them already knows he’s a Judas.

No spoilers.

After the titles, Richardson takes over explaining things. John Gielgud is a new king, one who had to fight for the throne. While he worries about maintaining rule, his son, the Prince of Wales (Keith Baxter), is off drinking and whoring, as well as committing occasional robberies, egged on by his best friend, Welles. While Welles, Baxter, and Tony Beckley (Beckley’s the noble friend who low-key hates Welles because Baxter likes Welles more than him) are sometimes literally screwing around, Gielgud’s got to deal with Norman Rodway and Fernando Rey starting a rebellion. It quickly turns into Rodway’s subplot, which is great because Rodway’s fantastic. He’s got this amazing scene with his wife, Marina Vlady. Like, adorable and cute and sexy and from out of nowhere. Just a neat detail in their character relationship. It also goes to establish that people’s history reality; Chimes is going to show private moments of historic, fictionalized characters, but certainly showing them more… potentially bawdy than in the original fictionalization. It gets really good. There are occasional scenes where Welles weaves this amazing narrative flow and then the way he shoots it, cuts it, moving the film through the dialogue… it’s gorgeous.

It’s also often just for laughs.

Welles, Baxter, Beckley? It’s slapstick. Sure, it’s handled with a firm grasp on the film’s reality, but it’s slapstick. There are gags. Welles is very ambitious with his adaptation, he’s exceptionally assured (especially with the filmmaking devices he uses to compensate for the low budget) but never overconfident. There are plenty of things could go wrong—like Baxter, who’s got the film’s most difficult character arc. But it all works. Baxter makes a shift when he needs to make a shift—the first half of the film is about Gielgud’s fight with Rodway and how it’s going to affect actual heir Baxter. The second half is set a few years later, after Baxter has gotten a little more serious and had less Welles in his life. They’re going to get back together though, only Welles is no longer the same fun loving guy he was before. Sure, he’s still constantly drunk, but he’s mopey about his age—hanging out with fellow old fogey Webb—even though young and relative hottie Jeanne Moreau really does seem to adore Welles.

In between these two very different films—it never feels awkwardly assembled either; Welles and company make it feel like a totally natural transition. Anyway, splitting the two time periods is the battle scene. It’s a phenomenal sequence; runs around nine minutes. There’s comedy (Welles is played as a complete joke during the battle, but he’s got a funny sequence before it when he’s “recruiting”), there’s terrible medieval bloodshed, there’s chivalry, there’s tragedy. Welles figures out how to do it “authentic” without a lot of money. It’s a breathtaking battle scene. Chimes has lots of moments, lots of different kinds of them, but this battle sequence is wild.

Great editing from Elena Jaumandreu, Frederick Muller, and Peter Parasheles. Really good black and white photography from Edmond Richard; gorgeous production design from Mariano Erdoiza; Angelo Francesco Lavagnino’s music… is perfect for the film. It’s actually one of the film’s bigger risks, but it works out. But just as music… I’ll bet you could write a book about the film’s post-production. Because it’s exceptionally well-assembled. Chimes at Midnight works out. Every bet Welles makes with the film works out.

The biggest bet is Baxter, who’s great. It’s his story, Welles, Gielgud, Beckley, whoever… they’re just all along for the ride. He’s the rightful heir. Who else’s story could it be?

Gielgud’s amazing, Moreau’s good, Rodway, Vlady; Margaret Rutherford’s awesome as Welles’s suffering landlord.

And Welles is great. Really great. He doesn’t give himself a lot of big moments—he gives himself the comedy instead—but when he gets a big moment, wow, does he nail it.

Chimes at Midnight is peerless.