Will You Play Prince Hal? - A Conversation With Keith Baxter

By Peter Tonguette

Peter Tonguette is a staff writer for The Film Journal. His writing has also appeared in Senses of Cinema and Bright Lights Film Journal. You can visit Peter Tonguette's personal review site here.


The name of stage and screen actor Keith Baxter etches itself a place in film history largely on the basis of a single picture: Orson Welles' Chimes at Midnight. Released in 1965, Welles' film is regarded by a passionate few as his greatest achievement--indeed, his crowning achievement. This is a sentiment the director himself shared; Chimes was Welles' own personal favorite among his films. By combining portions of five Shakespeare plays--Parts I and II of Henry IV, Henry V, Richard III, and The Merry Wives of Windsor--Welles brought the story of the jolly former knight John Falstaff to the forefront, in the process transforming him from the peripheral comic character he is in the Shakespeare plays to the leading player in the tragedy that is Welles' film.

Welles himself played Falstaff; it is without doubt his greatest performance. For the role of Prince Hal--Falstaff's carousing companion and, later, his betrayer as he ascends the throne--Welles chose a young, fledging actor named Keith Baxter. After Welles' brief theatrical run of Chimes folded in 1960, he informed Baxter that the play was merely a dry-run for a film version anyway and that--when the film did happen--he was his Hal.

For some of us, there are no spoken words in cinema as thunderous as Baxter's quiet, curt reading of the line "I know thee not, old man" in the climatic scene when Hal banishes Falstaff from the court during his coronation. It's the most heartbreaking moment in all of Welles, thanks in no small part to the man chosen all those years before as Orson Welles' Hal. I spoke to Baxter in June 2003; what follows are excerpts from our conversation.

The Audition

Peter Tonguette: How did you come to be cast in the theatrical version of Chimes at Midnight, which was staged in 1960?

Keith Baxter: Just at a mass audition. He was auditioning for a company that planned to take Chimes at Midnight, his version of the Henry IVs, and Twelfth Night, in which he would play Malvolio--to take a pair of plays, opening with Chimes at Midnight in Belfast, rehearsing Twelfth Night in Dublin and then doing it in Dublin for a long tour which was going to include Athens and Cairo and Paris and goodness knows where. That, of course, never took place, nor indeed did the production of Twelfth Night. But the brief that I was given through my agent was that Orson Welles was holding auditions and they were open auditions.

So I had no idea what I was auditioning for. Just the company. And when I got to the New Theatre--which is now called the Albery Theatre--there was a long line of young men--well, men of all ages--and the previous day he'd seen girls. And I hadn't prepared to do Shakespeare. I prepared piece from a play by Welsh playwright Emlyn Williams. The play was called The Wind of Heaven and I prepared a speech from that and I waited in the wings. Auditions were running late and that was partly due to Welles' good manners. Because afterwards there was a letter in The Stage--which is the newspaper of the profession--from somebody simply saying, "Last week I auditioned for Mr. Orson Welles and I would just like to say that, although I didn't get the part, that I've never been handled with more courtesy and politeness at an audition." And that was true. I mean, he had this reputation for this ungovernable temper and whatever. But he also had extraordinary politeness.

Anyway, auditions were running late and I went on quite late. In front of me, actors were doing a lot of Hamlet and so on. I went on and Orson Welles--who was then still a huge film star--came down. He was in the auditorium and I was on the stage. And he came down. The stage manager said, "Mr. Keith Baxter." And he said, "Mr. Baxter, my name is Orson Welles. What are you going to do?" And I said, "I'm going to do a piece by Emlyn Williams, The Wind of Heaven." I think he rather cheered up at that because I think he'd had an awful lot of Hamlets and Henry Vs. Anyway, he went back and I auditioned. I did my speech, which was quite long, and he came down and said, "It's been a great honor to listen to you. Will you play Prince Hal?" I had been hoping for a spear-carrier! I thought I could probably get that. Possibly the part of Poins. But I had no idea that that's what he was going to do. He asked if I would come back the following week and read him a bit of the renunciation speech--"I know thee not, old man."

"Oh, But You Must Go On With Orson."

KB: I went outside and then I thought, "Oh well, he's asked lots of other people back to audition." I didn't hear for two weeks because he'd gone to Paris to finish cutting The Trial, I think. And so I didn't hear anything and so I thought that the whole thing--that I'd sort of dreamed it and it was the sort of thing that you'd hear about Orson Welles. Quite by accident, at the same time--I'd been rather out of work, I'd been very out of work--and quite by accident, at exactly the same time Orson was away, I was offered the part of King Henry V at the Mermaid Theatre. [Laughs] In modern dress, but it was just such a weird coincidence. And I went to a restaurant in Lester Square--Lion's Corner--and the actress Joan Plowright was there and Kenneth Williams too. They'd both worked with Orson in Moby Dick in London. They said, "Oh, what are you doing, Keith?" I said, "Well, I've been offered this part of Henry V at the Mermaid and possibly Prince Hal with Orson." And they cried with laughter at all the stories about money running out and all of that. And then Joan Plowright said, "Oh, but you must go with Orson."

Then Welles suddenly turned up and I did go back. And he stopped me halfway through and said, "I don't know why I'm wasting this time. Will you do it?" So that's how I got the part.

Closing In Dublin and Belfast

PT: Would you say that the stage version of Chimes at Midnight was always intended as a sort of "blueprint" for an eventual film, as has been commented by many critics?

KB: Oh yes indeed. And he said that to me. The play didn't work in Belfast and it didn't work in Dublin. On my way back, we spent my last day in Dublin with his wife Paola [Mori] and his daughter Beatrice. Beatrice is, of course, still alive and living in Las Vegas. Bebe was a little girl then. And we spent our last day, before getting on the ferry, having lunch with Geraldine Fitzgerald and her son, Michael Lindsay-Hogg, and family. It was a very nice day and I was rather depressed. The play was coming to an end and we weren't going to Paris, we weren't going to Cairo, we weren't coming to London. And on top of that, as we got on board the ship, Orson had a row--a meaningless row--with somebody. He went to his cabin and I went on the deck. And I thought, "Oh well, I haven't even said good-bye to him and I'm going back to London and will be out of work." And suddenly there was Welles standing beside me. I could smell the cigar. As we were pulling out of the Dublin port, he said, "When they announced the nominations for the Academy Awards in Los Angeles the year that [Citizen] Kane was up, every nomination that Kane was in was booed." And I said, stupidly, that I didn't know anything about that. He said, "Listen, you mustn't be disheartened about tonight. It was just a blueprint for the movie. One day we'll make the movie and I'll never make it without you."

Staying in Touch

KB: That was 1960. And then an awful lot of things happened. As a result of doing that play and playing Prince Hal, a lot of doors opened for me and I was never in any doubt that the name on the handle of the door was Orson Welles. I came to America to play the King in The Man For All Seasons on Broadway. And that year [1962], Brenda Vaccaro and Robert Redford and myself--we all won the Theatre World Award as Most Promising Newcomers to Broadway. Then I went back to London and starred in the play and everything.

Orson kept sending me telegrams. I suddenly had a letter saying, "Listen, let's go ahead and do Chimes on a small budget. It won't make a penny for any of us, but it'll be fun. What do you think?" So in October 1964, I went.

PT: So you were in touch with Welles all through the early '60s?

KB: Oh yes, all the time. I was flown over to Rome in 1963. I mean, he was very much responsible for my career taking off, so you always feel a great deal of personal interest obviously. It's like a school teacher. Like if you have a child who suddenly starts winning awards. So I always heard from him--a telegram or his wife would send a chatty letter when I was on Broadway. And when I did the play in London, he and his wife came over to see it.

Two Films At Once

PT: Did Welles originally conceive of Chimes as a sort of bigger budget film?

KB: No, not at all. In fact, the only way he got the money by persuading the young director, Emiliano Piedra, who was really a wonderful man of Spanish cinema and young--I guess he was about my age--and his partner, who was much less interested in film. And Orson was always looking for producers. Of course, Hollywood wouldn't touch him and he wasn't allowed to go back to Hollywood because of the IRS. And he persuaded these Spaniards--in particular Emiliano Piedra--that he would do Treasure Island --in color--if they would allow him to shoot at the same time the film of Shakespeare's histories, Chimes at Midnight. (They wanted him to play Long John Silver in Treasure Island.) And they agreed. The idea that he sold him--and maybe he believed in it himself--was that when they were shooting in the Admiral Benbow Inn, for example, two days would be given up to Treasure Island and five days of the week it would be the Boar's Head Tavern.

Anyway, they bought it. When I flew to Madrid for the costumes for Chimes at Midnight... because Sir John Gielgud [who plays Henry IV in Chimes] never, never knew that he was also contracted to play Squire Trelawney [in Treasure Island]! And I was going to play Dr. Livesey! [Laughs] I don't think that John had ever been told that. Because I think that in his heart of hearts Orson knew that he would never get to it. In any case, John was only able to be with us for three weeks because he was going to do Edward Albee's play on Broadway, Tiny Alice. So whether he was shooting Treasure Island or Chimes at Midnight, the producers knew they only had him for three weeks. But the producers were told that he'd been hired also to play Squire Trelawney and I'd been hired to play Dr. Livesey and so on.

And the first day's shooting, when I went to Madrid and got my costumes, I drove with Orson all across Spain to Alicante. That was where the good ship Hispaniola was tied up. It was the same ship that had been used in the film of Billy Budd. And they were going to shoot a couple of scenes of Israel Hands--the villain in the film, who was also going to be playing Poins--getting onto the ship. I stood behind the camera and the assistant director set up a shot and the producers were there with wine glasses and champagne. And Orson said, "Actione!" And everybody applauded. And they said, "We've shot the first shot of the film!" Then Orson's secretary, Mrs. Rogers, and I were driven by Orson up to a little place called Calpe to wait for the Hispaniola to do two days at sea! [Laughs] And that's when Orson said to me, talking about Chimes, "I want to make a film that will call down the corridors of time." That's what he wanted to do.

It was then brought out that they could never afford to make two films in color. And Orson was thrilled.

PT: Because he wanted to do Chimes in black-and-white.

KB: He believed that film robs an actor of 20% of his performance. This was Orson's theory. And the film was to be about performance. He said he was going to use more close-ups than he would normally use in a film. Although I don't know if that's true necessarily. But there are a lot of close-ups in Chimes, of course. And he always liked working in black-and-white. And it was designed in black-and-white, because the film really is designed by him.

Possibly Legendary

PT: Since much of the cast of Chimes had not been in the stage version, how extensively did you rehearse for the film?

KB: Not at all. He knew that he didn't have to rehearse Sir John. He knew he didn't have to rehearse Margaret Rutherford. I mean, they rehearsed for the camera, of course, but there wasn't time. We all arrived in Madrid and when somebody was there, we shot on them. When Jeanne Moreau came for a week, we shot Jeanne Moreau's scenes.

PT: So it was a very on-the-fly kind of production in a sense.

KB: Well, I think that's probably why Orson was not at ease in studios. The more people that were around him--I mean, I don't know when you were last on the floor of a mainstream film now, but it's unbelievable the amount of people that are around the director, around each head of department, around each of the actors. On Chimes, there was no studio. There was no place to do rehearsals. People arrived and learned their lines and I suppose rehearsed a scene of ten minutes or so... I mean, Orson didn't rush at all. So, yes, of course we rehearsed in that sense. I mean, we were shooting all over the place entirely out of sequence. You had to be on your toes. I actually play--or appear in the film--about ten times. Whenever you don't see Walter Chiari's face as Justice Silence, it's me in his robe. In the battle scene, it was hard to translate through the Spanish first assistant to the actors--who, of course, spoke entirely Spanish--what they wanted to do. They would just say, "Follow El Principe." I was known as the Prince, "El Principe," by all the actors. Orson would say, "Could you walk across there and then start to run?" And I'd do it and they'd follow me.

But nobody felt that that was odd, you see. Filmmaking now is very serious with the amount of grosses... it's only about grosses and ratings. Otherwise there wouldn't be a magazine like Variety. And the films are about the revenue that they can return for an investment. But at heart that's not why anybody goes into the theatre. No actor goes into the world wanting to be Tom Cruise. It's fantastic if he becomes Tom Cruise. But even Tom Cruise must have started once with the sheer pleasure of acting. And most directors do. So when one was working with Orson, one automatically put oneself into his hands because you knew what he was going to do would be at least controversial, possibly remarkable, and possibly legendary.

Working With Welles, The Director

KB: But meanwhile you were going to have a good time. I don't mean fun, but a good time. I remember when we were filming a scene outdoors and old Margaret Rutherford--who was a very fey, genuinely fey woman and not like Sir John or Jeanne Moreau, who would be horsing around and telling stories--and it was a terribly cold day. And she was sitting under a Hawthorne hatch and Orson said, "Look at Margaret--go and get her some coffee and ask if she'd like some brandy in it." And so I took the coffee and the brandy across to Margaret, who
was sheltering, and it was an incredibly cold day in Madrid. Early December, I think. And I said, "Would you like some coffee?" She said, "Yes, I would." "Would you like some brandy?" "Yes, I would." And I said, "Are you feeling cold?" She said, "Oh, no, no, no." And she pointed at Orson and said, "Working with him is like walking where there's only sunshine."

PT: Would you say that he was really exceptional in the amount of attention he paid to the actors?

KB: He didn't. Afterwards, I was asked what it was like to be directed by him. I can't remember a single piece of direction that he gave me in terms of changing a performance. Or anybody. I mean, the great soliloquy of Geilgud's about "uneasy lies the head that wears the crown"... we had Gielgud for a very short time and the locations were extraordinary. That ruined cathedral in Andora--it was so cold there that the breath was coming out of us. That's when Orson said, "You can see why Prince Hal couldn't wait to get down to the warm tavern." [Laughs] Because it was bitterly, bitterly cold. We all had hot water bottles. We all huddled around heaters. Orson had a wind-up gramophone playing old tunes to cheer us up. And then when Sir John was doing "uneasy lies the head that wears the crown," Orson lit it of course--with his lighting man--because his lighting was wonderful in the film. The use of incense to get
those rays of light. I can't go into a Catholic church without thinking of Chimes at Midnight now.

When he had lit the "uneasy lies the head that wears the crown" soliloquy--which is one take--he just showed John, he said, "Look, come and stand here and if you look through there there's light in your eyes." And he said, "We'll rehearse on film," which was one of his favorites... I mean, he knew Sir John would know the lines. And John did it.

PT: So his direction tended to be very practical...

KB: He cast, I suppose, very well. Yes, I can't remember him ever saying, "Don't play that scene like that, play it like this." Ever.

PT: Did he tend to do a lot of takes?

KB: Depends. The take with Gielgud he took two and the second one was purely for insurance because Sir John was leaving two days later to go to New York. And although they said that there was no hair in the gate, he shot a second take as insurance. There's quite a long take at the beginning of the film. It's in the tavern, when I snatch a piece of paper from Welles and I'm teasing him and running around with Poins. And the camera comes in for a close-up. But before that, the camera has circled us and we had to practice walking over track while the camera came around. And that we rehearsed for quite a long time. That we may have rehearsed a whole day. Probably less. But that's because the camera was moving at the same time as the actors and crossing the actors path and coming in and he didn't want to cut it.

And the last scene at the end of the film when he's in that extraordinary house that he discovered in Soria. It's where he learns that the old King is dead and he's sitting in the back in a sort of chair. He rehearsed that a long time. Maybe two days. Because he wanted to shoot that in one take.

But normally he didn't [rehearse]. Normally he didn't. The one he shot of me most of all--which is quite extraordinary looking back on it--comes right at the end of the film, although I shot it very early. And it's after the coronation. It's when the King turns and says, "My Lord, Chief Justice, enlarge the man committed yesterday." And then I have this line, "We consider it excess of wine that set him on." I must have done about forty takes on that. He wasn't cross; he didn't say, "That's wrong." He wanted a certain look in my eye. And when I see the film I know what he wanted because it's wonderful. But he never made me feel that I was inept or something.

PT: To your memory, did Welles tend to block out the scenes on the set or did he arrive with them pretty much already in mind?

KB: The actual movements? No, he didn't. He allowed actors a certain amount of improvisation as to what they were going to do in the scene.

PT: And he would kind of build the shots around what the actors did?

KB: Yes. Unless they were big set-pieces. There are about three moments in the film in which Prince Hal--you see that in the end he is going to reject [Falstaff]. One is right after the play scene when he says, "Banish plump Jack, and banish all the world." And it cuts to me saying, "I do. I will." And that scene and that shot was most carefully rehearsed technically. But he never subordinated the authentic dramatic dynamic of the scene, or emotional dynamic, for the movement of the camera.

PT: It was always the other way around.

KB: The other way around. Except things like... he wanted to shoot that last scene in one take. So therefore the camera doesn't move and you do have to rehearse where the actors are going to move so that they're not standing in front of an actor when he's got an important line to say.

The Character of Falstaff

PT: How much do you feel that Welles personally related to the character of Falstaff?

KB: Oh very much. Probably more than even he realized. He thought that Falstaff was Shakespeare's greatest creation. He thought that Shakespeare was not just the greatest playwright in the world--he thought that he was the greatest man in the world. He also thought that there wasn't a human emotion that men are capable of experiencing that Shakespeare hadn't experienced.

There are many things of which Falstaff is culpable that you could not accuse Welles of. His terrible betrayal and dishonesty, which was not true of Orson. But Falstaff needed to duck and dive and to scheme and to plan and always living on the edge of no money at all--but being adored. That's very much Welles.

PT: For me, one of the remarkable things about the film is how free it is from moralizing.

KB: Welles never did. I never heard Welles criticize another actor or another director. And I was present once in Madrid when a journalist was asking what Welles thought of other directors and Orson--without being in any sense pompous--said, "I don't have anything to say." And afterwards he said to me--not in these words, but what amounted to, "No one who is a professional artist plans to do bad work. There are enough critics out there waiting to savage people, so why should people who work in the theatre or in movies join that pack of wolves?" So I never, ever heard him say a malevolent or malicious thing about another actor or a director.

Final Shots

KB: I think that the last shot of Welles--not the one going through the archway, but the look on Welles' face... and, by the way, when I did the coronation speech, it was a long time after we shot all the other coronation stuff. Finally we got to actually saying the speech, which was in the sanctuary of a church outside of Madrid. A lot of water had flown under a lot of bridges from the beginning of the film to the end--and that was a kind of accident. Of course, it helped enormously. It had been six-and-a-half months that we'd been working on the film. And it was four years since I'd known him. And so with that speech--although it's a cruel speech--we both knew that it was the end of our work together as Keith Baxter and Orson.

He didn't much like getting into costume--it was an awful bore and took him a long time--but when I did my speech--and we shot my speech before we did the reverses of him--he wore costume. He looked through the lens and then he wore costume, although it was shot either over his head or in close-up. So I was always looking at him dressed as Falstaff. And he cleared the background behind him. It was not in an affected way--it wasn't "Method." It was something he wanted to do. And then he shot the reverses. I find now when I see it that the shot on him at the end--right after I finish speaking but before I turn away, there's a shot of him looking at me and there's a shot of me looking at him. And on his face is this incredible look of somebody who has been moved unexpectedly--and hurt by his boy rejecting him--but also an extraordinary sense of pride, saying, "Look at you, you're wonderful." He's looking at the King, you know.

* * *

KB: It was just fun. Because it is a great film--and it really is a great film--it's hard to tell people what fun we had. I mean, we delayed for some reason and Sir John wrote from New York--he was rehearsing the Edward Albee play--and he said, "I can't believe you're all running around that old castle where they're no lavatories. I do envy you all. You're having such fun." Everybody had fun. Jeanne Moreau was hired for four or five days. She was at the height of her fame after Jules and Jim and somebody from La Monde or Paris Match asked, "Ms. Moreau, this is a very small part. Why did you come?" And she said, "Because Orson Welles asked me." And people came to the set to pay homage. King Vidor was in Madrid trying to set up a film about Columbus, I think. Omar Sharif came because they were about to start shooting Dr. Zhivago. David Lean came to the set--not to pay homage but to say, "Hey, Orson's in town." It was fun, believe me. I bet I had more fun than they did in Matrix, Reloaded. But, then, we didn't make so much money.


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