Falstaff, Chimes At Midnight



by Steven Morowitz and Joel Bender

(Part 1 by Steven Morowitz)

Distribpix Inc. discovers a hidden cinema treasure……

New York/Los Angeles for immediate release/Feb. 9,2015

Film enthusiast and archivist, Steven Morowitz, and veteran film director Joel Bender, unearth a rare and almost pristine 35mm print of Falstaff, Chimes at Midnight. This is one of the most important discoveries for us to date, at least regarding a mainstream film and one of such historical importance. Not that the film does not exist, and not that there are many experts already on the case, but from the bootleg versions and web clips available that we have seen over the years, it seems that the source material that people have been using is in very poor shape, and or put together from various prints. Maybe not doing proper film restorations or not having proper film elements has been the biggest obstacle for most, as we know that people have film elements. One thing is for sure and that is that the world wants a gorgeous and definitive release of Falstaff.

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print.

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print. Check Transfer was done on Sprit HD Datacine, with one light pass and NO Restoration. Full 1920×1080.

I was very happy to see that there are literally hundreds of thousands of film fans, fans of Orson Welles, fans of Shakespeare, history buffs, literary buffs, institutions, etc. that have been waiting decades for a proper release(restoration/preservation) of this film. There are people already dedicated to finding the best elements and assembling the best prints, there are dozens of articles on the film and it’s short theatrical life in the United States. You don’t need to go far, just google Falstaff, and see for yourself.

And most recently, the Film Forum in NYC had hosted a Welles retrospective, where it seems that a DCP of Falstaff was presented and with Beatrice Welles , as a guest for the Q/A. Of course, we are anxious to find out more about the event, as we were unable to make the event, due to the inclement weather.

The print we obtain is complete, and totally uncut, and takes up a full 7 reels. How do I know? That is a great question, with a complete and definitive answer. Literally within just a few weeks of Joel and I agreeing that we would pursue this discovery, he had begun to hound me with a daily barrage of phone calls, begging me to take the film to a lab in order to confirm its authenticity. We needed to know if the films was original and uncut, and in what condition. It was imperative, and something that needed to be done. I needed to perform at least a preliminary film transfer, but of course this is something that needs to be done in a professional film lab, and one that is capable of handling archival film.

With a mix of caution, care, anxiety and reluctance I took the complete print, housed in the original two cans(2), a total of seven(7) reels to be transferred. I drove them approximately one hour and arrived around 11 am. I brought the films in for initial inspection and the owner of the lab and his technician were both in awe of the condition in which the film has been preserved. I was not totally surprised, as I knew it was in great shape, but I needed to see the condition…..the color, and damage, etc.

Lipsner-Smith Ultrasonic Film Cleaner, a key piece of equipment. Note: This is not Falstaff on the cleaner, but a 16 mm reel of a random film that was being cleaned.

Lipsner-Smith Ultrasonic Film Cleaner, a key piece of equipment. Note: This is not Falstaff on the cleaner, but a 16 mm reel of a random film that was being cleaned.

We had decided that the best and most cost effective process for this short term goal, was to perform a one-light transfer on an HD Spirit Datacine. We proceeded to bring each reel into this amazing Lipsner-Smith film cleaner, where it would undergo a soothing ultrasonic film bath. As each film came off the cleaner we proceeded to bring it directly to the Datacine and would find a good balance of light levels, commit to a setting and run each reel in an open matt -HD transfer( full 1920×1080). Because the Datacine produces a video file, I was able to capture the film transfer in real time and actually leave with the film reels, captured on a hard drive that very same day.

HD Spirit Datacine, actual 35mm print of Falstaff, being transferred.

HD Spirit Datacine, actual 35mm print of Falstaff, being transferred.

Check out some Full Frame -Raw HD Screengrabs imported out of Final Cut:

Falstaff_Finished Movie

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print. Check Transfer was done on Sprit HD Datacine, with one light pass and NO Restoration. Full 1920×1080.


Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print. Check Transfer was done on Sprit HD Datacine, with one light pass and NO Restoration. Full 1920×1080.


Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print. Check Transfer was done on Sprit HD Datacine, with one light pass and NO Restoration. Full 1920×1080.

Keep in mind, there was no restoration done and no timing work, this transfer was done to confirm that this find is real. I am happy to reveal that it is the real deal. I proceed to make a quick DVD sample in Final cut of the transfer and sent it to Joel on the west coast and 2 days later, I flew out there and we had out first meeting together in person. He had so much to share with me and was more than excited. He was able to briefly share the results with a few people as well.

The results of the initial transfer were so much greater than we could have imagined. It has now given us the confirmation that this now exists and should be the subject of a major preservation and restoration. It is just coincidence that this happens to be a print that was played a few times before it was pulled and returned to the lab, and left to stay in almost perfect condition. The 35mm print is in such great condition that it is begging for a full 4k scan restoration, along with scene by scene timing and a hard level 3 digital scratch removal (meaning hundreds of hours of frame by frame dirt and damage removal). This would at least guarantee a viable digital archive and one that can stand for future generations of cinema lovers. And on the higher end of the film preservation, it might even be able to be used to strike new elements.

Complete 35mm print of Falstaff, on 7 full reels. Actual Print.

Complete 35mm print of Falstaff, on 7 full reels. Actual Print.

But these seven(7) 35mm reels stand for more than just a print of Falstaff, for it is symbolic on a few levels. First, the discovery of this almost MINT print had prompted us to do some major research into the exact elements and with almost forensic precision, we have traced this films life and the results are note worthy. Secondly, the story of how we actually discovered the print and the characters involved in this saga, is possibly equally as exciting as the print discovery itself, and there has even been talk of a short, independent film, based on this real story.

For those of you who have no clue about this film, here is the basic layout. = ( Chimes at Midnight) was shot in 1967 and directed by Orson Welles. The film’s plot revolves around many parts taken from Shakespeare’s various works, so it is like a grand compilation. The film was produced by Harry Saltzman, shot in Spain, starred Orson Welles and other famous actors and players, like assistant director Jess Franco, to name just one. This info was easily found on the internet. And since the dawn of the internet, articles began to circulate about this mysterious film……..Who owns the rights? Why has there been no definitive film restoration? Who has the original negative? Why was it pulled after a few play dates in New York City. The questions go on and on, visit a few web forums and see for yourself.

This discovery in itself is very significant. The films holds a great deal of history and all that is connected, and most people who have spent significant time researching this film over the years, are more than curious, how we came across this print.

Where did you find this 35mm print of Falstaff, Chimes at Midnight……..

I own a semi-large collection of film elements. Many of these films elements have been on the West Coast of the United States and I am located on the East Coast. There are also elements scattered from NYC, to Long Island, LA, Seattle and more. Part of my job over the past 5 or 6 years, has been to clean up loose ends in the collection of the films that I own, fill gaps in the archive, consolidate random elements, take proper inventory, try and find more elements, etc. In this process I have personally moved tens of thousands of pounds of film elements, truckloads, and sometimes, trunk-loads.

strip_LABMy films come from many places, like most collections. It’s make up is a mix of abandoned archives/labs, like Movie Lab, Bonded,  or the purchase of the Sam Lake Enterprise archive. There are also many original Distribpix film elements, some private film collections, a very kool collection of 35mm cartoons, television shows, and lots of others. There are so many odds and ends and some great titles in the mix. Many of these titles became the property of Distribpix in the early part of the 1990’s, when a few major labs in the New York area went out of business and many film elements that were left behind needed a home. Distribpix Inc, became that home. While there are some elements that we can’t account for, we are doing our best to make sure everything from this point on is saved.

35mm Technicolor Cartoon Prints.--Looney Tunes! I love these and the color never fades. I have approximately 60 different episodes.

35mm Technicolor Cartoon Prints–Looney Tunes. These originated partially from the Same Lake Collection, and the forensic trail of the elements leads us all the way back to the Viet Nam War era. These are the actual prints that were sent to troops for entertainment at outposts and bases. Pretty kool!I love these and the color never fades. I have approximately 60 different episodes.

With so much in any collection, it can be very difficult to identify every single film element. And the only way to do it correctly, is to open up each and every can, to see what is inside, its condition, and where it belongs. With thousands of random cans and reels in this collection, it is not that uncommon to occasionally come across some really interesting film finds, some are very newsworthy.

About 2 years ago, I became aware of several pallets of miscellaneous 35mm film elements that were in NYC. I knew they were there and on a few occasions, I sort of dipped into them to take a look. They were situated across from a spot, that I have adopted as my makeshift NYC shooting studio. So each time I would conduct an interview or commentary in NYC, I would find myself staring at these elements. Some 35mm adult features, and many more mainstream titles. Cans from Paramount can be easily identified, as well as other major studios and labs. There are some unique film prints, mainly misc American Cinema, and some kool titles, like Naked Prey, No Way Out, Lord of the Flies and many more.  But no find is more kool than, Falstaff.

Actual 35mm Print of Falstaff, notice the Grove Press labeling on both cans.

Actual 35mm Print of Falstaff, notice the Grove Press labeling on both cans.

Falstaff print can, notice the Peppercorn-Wermser label. This is the key to identifying where this print originated from and where it was screened.

Falstaff print can, notice the Peppercorn-Wermser label. This is the key to identifying where this print originated from and where it was screened.

After originally re-discovering these, I was able to confirm that they had been in this spot for approximately the past 20 plus years. I had opened them up at one point and the film not only seemed to be complete upon visual inspection of the reels, but it seemed to be in impeccably amazing condition, no vinegar smell and that good ‘film’ smell. I thought to myself there must be a mistake. They were labeled correctly and rewinding a bit revealed a pristine picture. A film friend of mine, even told me to just sell it on the internet for a $1000, etc. I just felt it was worth more than that and all I knew was that it had to do with Orson Welles. Because things can be so hectic in life, I just left the cans where they were, knowing they would be safe. Another 2 years had gone by and this past summer, the reality of what was actually in my possession had hit home!!

It was in late August of 2014 and as I prepared to do an interview with Joel Bender, director of a feature film in my archive called Joy. I flew him into NYC from LA, where he was the guest for a 35mm screening of his film Joy at Anthology Film Archives, followed by Q/A, along with several of the cast and crew. He did not shoot that film under his real name, but used the name Harley Mansfield.

You may also know of some of his other mainstream films, like Gas Pump Girls in the late 70’s and in the early 2000’s, he directed Karla, a masterfully done film, based on the true story of a pair of Canadian serial killers. The bottom line is that I had 2 directors chairs for the interview and as Joel prepared to take the seat, he noticed the cans labeled Falstaff and what came next leads us up to this moment. I want you to get his perspective on this brand new discovery and the best way to do this was to have Joel summarize his experience:

Joel Bender, 1977( aka Harley Mansfield).

Joel Bender, 1977( aka Harley Mansfield).

Falstaff Chimes at Midnight – a brief history and love for a lost classic…….


(Part 2 by Joel Bender)

For me, Falstaff takes second place only to Citizen Kane in Welles body of work, or maybe its equal. The richness of style, the extraordinary photography and editing – the grandness of its execution and imagination on a paper-thin budget – this is a rich emotional story that hits on all cylinders and an astounding creative use of Shakespeare’s plays. It is actually a new Shakespearean play created by Welles.

It is a delight for me and my partner, Steven,  to attempt to bring this film back out and into the light of day for all to see. The film speaks volumes on the question of what happened to Orson Welles? His final feature speaks of his vision that belongs near the top of a list of best films of all time. For this film to finally find an audience that will grow as more people see this masterpiece of visionary talent. The question will be answer whatever happened to Orson Welles? He made magic out of thin air.

I first saw FALSTAFF/CHIMES AT MIDNIGHT at its first official screening in 1966 at a theatre on 57th Street in New York . I was still in film school at the time (School of the Visual Arts). I was a fan of all of Welles’ previous films especially The Trial, and of course Citizen Kane and Touch of Evil. As I sat in the audience I felt I was in for something special. The film on the screen was dazzling, funny, sad, beautifully photographed and performed and Shakespearean prose was spoken in a way that conveyed the real emotion of the situation. As in everyday speech. I felt that I was transported back in time. It was real entertainment with the most unique battle sequence or the Battle of Shrewsberry. I recognized this as a work of genius that could stand up to his Citizen Kane and rest of his best films.

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print.

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print. Check Transfer was done on Sprit HD Datacine, with one light pass and NO Restoration. Full 1920×1080.

After the screening I wandered out of the theater reliving all the great images, feats of acting and scenes that I had just seen. There I bumped into the head of the film department at my school. He looked at me, shook his head from left-to-right and said “That’s the best filmed Shakespeare of all time. What a great movie.” I agreed.

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print.

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print. Check Transfer was done on Sprit HD Datacine, with one light pass and NO Restoration. Full 1920×1080.

But a dark cloud would come. Although the film was hailed in Europe it was not that in America. Falstaff got some disheartening reviews from the New York press and pulled by distribution after a disastrous review by New York Times film critic Bosley Crowther, who even mad e a mockery of Wells’ performance calling his Falstaff “a bumbling street corner Santa Claus”. And the film a “mish mash of unrelated scenes”. Also, that “Welles was the first actor to be too fat for the role”. This was a crime. Amid some minor technical inadequacies because of the small budget, one cannot disregard the beauty of its images the fine-tuned story telling, the great originality of its conception and the use of several plays to make one play. Crowther’s review caused the distributor Peppercorn- Wormser, to withdraw his backing and to pull the film from exhibition and distribution in the United States even as the awards were piling up in Europe.

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print.

Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print. Check Transfer was done on Sprit HD Datacine, with one light pass and NO Restoration. Full 1920×1080.

The film FALSTAFF/CHIMES AT MIDNIGHT is based on the character of Sir John Falstaff. Orson Welles thought this was Shakespear’s greatest creation. Sections of several Shakespearean plays were used to create a new story. Welles said the core of the film was the betrayal of friendship. Sir John Falstaff is a running character in Shakespear’s plays.

Here, from a script that focuses on several sections from Shakespeare’s plays, Henry the 4th – Parts I and II, Richard the II, Henry the 4th. The central issue it dramatizes is the choice offered to Prince Hal between the values embodied by Falstaff which include gentleness and friendship, as well as bawdiness and deception – and self-denial and submission to higher interests of the Kingdom demanded by the exercise of power after his father’s death. There is a father/son relationship between Hal and Falstaff.

Over the years I tried to find a really good copy of Falstaff. I bought several imports but nothing came close to looking like the presentation I saw in 1966.

In August 2014 I went to New York to attend a film festival at the Anthology Film Archives where one of my early films was screening. After the festival was over I was taken to a warehouse/studio in midtown, by my very good friend, Steven Morowitz, who was going to do a filmed interview with me. As I sat down, I noticed a huge pile of loose film cans and carrying cases. I scanned the pile and I couldn’t believe what I saw. One of the cans at the bottom on the pile said “Falstaff”. The camera was just getting to roll on the interview when I got up and walked across the floor. Indeed, it said “Falstaff” with the  distributor’s name “Grove Press”. I knew that name from the first day I saw the film, 49 years ago. Low and behold, I turned to Steven and said “That must be the Orson Welles’ film.” It was – perfectly preserved. A great find for any film preservationist.


Falstaff, Chimes at Midnight, HD Screengrab, from 35mm Print. Check Transfer was done on Sprit HD Datacine, with one light pass and NO Restoration. Full 1920×1080.

Always a Welles’ fan, I went with my wife to a screening of Chuck Workman’s new documentary “Magician” about the life of Orson Welles presented at the AFI film festival, at the Egyptian Theatre in Hollywood. After the screening, when the lights went up and applause subsided I headed over to speak to Peter Bogdonvich who was seated across the aisle. I said “My name is Joel Bender. I am a director. Just a few weeks ago I discovered with an associate of mine a pristine print of Chimes/Falstaff under a pile of film cans at this fellow’s warehouse. My associate didn’t know the value of what he had. We both descended on the cases of film, opened it up to find seven reels with the beautiful smell of film.” Peter was listening intently. I continued “We unrolled a little and knew we found something precious.” Peter called over entrepreneur Charles Cohen from the Cohen Group and pointed at me. Peter said “This guys says he has a great print of Chimes at Midnight.” When Mr. Cohen express interest, we exchanged business cards. I also spoke to Chuck Workman about it and we agreed to stay in touch about the film. When I got back to Peter I told him that the print I had was probably the same print I had seen in New York City in 1966.

SPECIAL THANKS: to Harrison Engle of Signal Hill Entertainment, Chuck Workman and Joseph McBride, Welles biographer.


In conclusion, we are both very proud of this discovery and all of the work we have put into this venture. We are pleased and yet cautious. Being aware of all of the rights’ issues and other obstacles, this is not an easy undertaking. We both feel that it is way too important of a cinematic discovery to simply ignore. With some hesitation Joel has shown one of the major releasing studios the sample DVD that we have.  This new discovery, can easily provide me and anyone involved with an unforgettable and epic film restoration project.

I hope you have enjoyed our article and the details within. There really are many angles to this and many roads in which we can travel. So far we have been contacted by a few theaters, looking to screen the print, but there is still some work needed to be done, clearing rights, etc. The element is simply too rare and has not yet been digitally archived properly, and without that, we can’t risk sending the print out to any theaters that still project 35mm. It would be great to be able to make this the subject of a crowd sourced, film restoration campaign. It would allow the community to speak and tell us what they want, and also support the project. With a film like Falstaff and a platform like Kickstarter, the possibilities can be endless. It would be amazing to be able to have the financing to do such a high level restoration, and film release. DCP’s can be provided to theaters and educational outlets. Who knows? But for now, please send us any feedback and advice that you may have. If you are a film or Orson Welles enthusiast, reach out to us and feel free to educate us and give us direction. This is news worthy, a major discovery!

Steven Morowitz and Joel Bender, August 2014.

Steven Morowitz and Joel Bender, August 2014.

About Steven and Joel:

Joel Bender is a director and a writer/editor who has a long history of making movies for more than 30 years.  He’s made movies for Cannon Films and independent films like Rich Girl (1000 Domestic Theaters) and Karla (National theatrical release in Canada and the United States).  He has a a strong directing and editing career and has done just about every genre in movies and TV. His love of film goes back to his pre-teen years. He’s just a simple boy from Brooklyn.
Steven Morowitz, owns and operates Distribpix Inc. which is an east coast film archive that specializes in preservation, restoration and releasing films in various niches, but one area of specialty is American sexploitation. His company was established in 1965, and has deep roots in the film business. Steven’s current responsibilities are hefty by any standards, as he single handedly runs his archive and media releasing company. He lives in New Jersey with his wife and three children.

We hope you enjoyed our article, and please feel free to contact us with any questions or comments: distribpix@gmail.com OR you can respond to the post directly on the blog!!

23 replies »

  1. I was at the Film Forum screening of the DCP restoration, though unfortunately I was sat so far back that I couldn’t give you that much information. The film looked good, though, with occasional sound problems. When Beatrice Welles talked about it via Skype, she claimed the restoration was flawed, with a couple of shots missing from the battle scene. I didn’t notice anything missing myself, despite having seen the film several times, but that is a lengthy and deliberately chaotic sequence so it’s quite possible something was absent and I just didn’t notice.

    It does sound as if Beatrice Welles would be very interested in your discovery, and maybe Film Forum could put you in touch?

    • dcairns, Thanks for sharing this, I was going to try and attend, but the weather was just terrible. It is good to know that the film looked good, and it does not surprise me that you said there were occasional sound problems and I think this is one of the the main things that has plagued the film all along. It is interesting to hear that Beatrice Welles had said that the restoration was flawed, with some missing shots.

      I would love to be able to share this new print discovery with Beatrice herself. This print is so gorgeous and seems to be complete. I would love to let her know that it exists. The film and footage is gorgeous.

      Maybe we will give the Film Forum a call and see if we can get a contact. Thanks so much for the advice.

    • Jacob,
      Thank you so much for your enthusiasm. Since this article was published we have been overwhelmed with responses from around the world, and it has been one amazing learning experience. As to Criterion, I am sure that would be a stellar release! As a matter of fact, we have shown a representative from Criterion the transfer so maybe your wish will come true.

  2. What an incredible find! Have you considered approaching a major film archive – like the Academy of Motion Picture Arts and Sciences, or the UCLA Film and Television Archive on the west coast – to see if there might be a Welles enthusiast who would want to spearhead getting a restoration done with proper institutional funding? It would truly be a crime for a restoration not to happen, given what you’ve discovered. As a huge Welles enthusiast myself, I think I can say with certainty that there are many many in the world who would love the chance (and would happily pay) to see Chimes At Midnight in a theater.

    • Daniel,
      Thanks for the kind words, Yes this is a unique print, just the fact that it looks so good. We have been approached by so many different people, some scholars, some preservationists, and even some Welles enthusiasts. I agree that this is deserving of a proper restoration. I think that you make a great argument for the fact that the USA need a definitive version and one that can be seen across the country. I am not sure what will come of this find, but it has been exciting. Thanks for reaching out to us on the blog.

  3. What an amazing news ! 2015 is truly Welles’s year with his 100th birthday, the announce of The Other Side Of The Wind and now this ! All Welles’s fans take a look at

  4. I knew Joel Bender in high school. He was film buff then and apparently he still is. It’s great to know that his extraordinary enthusiasm for the work of Orson Welles never waned. Sounds like a wonderful find!

  5. See what Robert Harris says here http://www.hometheaterforum.com/topic/278557-chimes-at-midnight/:

    “This film may be in need of a clean-up for dirt, but there is no reason to spend money on a restoration.

    Fine quality elements survive.”


    “I viewed a newly minted 35mm print of this several years back, and there were no problems with either image or audio.

    Putting it out on Blu-ray would not be an expensive proposition, once rights are acquired.

  6. Reblogged this on stewartstaffordblog and commented:
    Love this very detailed blog on the discovery of a pristine print of an Orson Welles classic, Falstaff/Chimes at Midnight. A lost story being found is always a cause for celebration, especially one by The Bard himself. Enjoy.

  7. Great film and luminous in this new DCP print. Caught it last night at the Aero and was overwhelmed at times, not only by the film which I have seen in poorer condition so many times, but how an excellent print can really make it certain moments pop. Thanks for the digging and discovering.
    Dan Auiler

  8. I’ve just recently bought the Mr Bongo bluray release of FALSTAFF: CHIMES AT MIDNIGHT – 50TH ANNIVERSARY RESTORED EDITION. Major disappointment. The screen captures here in this site look better than the image quality of the blu-ray. Also, there are no special features, not even English subtitles.

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s