(Wellesnet correspondent Leslie Weisman attended the screening of Chimes at Midnight at the AFI Wednesday night, which featured star Keith Baxter in attendance. Baxter spoke at length after the film about his experiences with Welles and on the film. Despite the occasional factual error on Mr Baxter’s part, this is a warmly remembered series of reminiscences.
— Jeff Wilson)

Keith Baxter on Welles and CHIMES AT MIDNIGHT

AFI Silver Theatre and Cultural Center, Silver Spring, Maryland
Wednesday, 7 March 2007
Keith Baxter came onstage after the screening. “Weren’t we young!” he said softly. Baxter was asked what the differences between the stage and film productions of Chimes were. “Well, four years,”� he began:
It was very moving watching that tonight, because I hadn’t seen it on the big screen for about… I should think, about 30 years. I was very conscious of the end, the farewell, that when we were playing it  I mean film is a very curious medium; you know what you’re doing in the theatre, but the camera picks up things that you’re not even aware that you are doing. I had been very out of work, as all young actors are, on the stage [returning to the time of Three Kings] and you know you have a dream, when you’re a young kid, of wanting to be an actor; and then the dream is very elusive.
And then it’s wonderful when somebody makes you believe that they think you have a real talent. And that of course was Welles, who I went for an open audition. And I was washing dishes, and I thought, well, I’ll get the part of a soldier, or something   on the stage. I really wanted the part of Poins, I thought I might get that. But I did a speech, and Welles said: “Will you play Prince Hal?” And that was amazing. And it altered my life forever; forever. Because although the play didn’t work, when I went for auditions after that, just the fact that I’d played Prince Hal meant that work came to me. Indeed, my first trip to America came because I came to play the king in  A Man for All Seasons on Broadway and I got that job directly because they said, “Well, he’s the boy [that] played Prince Hal.”
In the original play… we were meant to do two plays, we were meant to do Twelfth Night, as well as Chimes at Midnight. And it didn’t work. And Orson was very unhappy. But he said on the last night, on the boat coming back to England from Ireland, he said, �It hasn’t worked as a play, but it will work as a film. And one day I�ll make the film, and I�ll never make it without you.� And people say those things in the theatre; they rarely actually follow through. And a lot of people wanted to play Prince Hal � Anthony Perkins especially � and it was four years later that I got the telegram from Orson saying: �Darling Keith. Got the money. Let’s make our film.� And he said there probably won’t be sixpence in it for anybody.
But he got the money by � people thought he was duplicitous; he wasn’t at all. But he was living in exile in Spain by this time because the IRS were going to sue him for vast sums of money which he didn’t have. So he got the money to make Chimes at Midnight the film by telling the Spanish producers that actually he was going to make Treasure Island. And Sir John [Gielgud] never knew that he was actually contracted to play Squire Livesey as well as King Henry IV. And… they actually shot the embarkation of the Good Ship Hispaniola in Alicante. And that’s the only footage there is of the film of Treasure Island.
And Orson designed all the costumes. And that incredible talent… he designed. And that was going to serve also as the Admiral Benbow Inn for Treasure Island. And they didn’t have enough money, and he was delighted, so it was shot in black and white. And he always preferred black and white. His theory was that color diminished an actor’s performance by fifty percent. And I think he’s right, because the film looks like a series of wonderful engravings. And we shot in real locations, too; that wonderful house in the Basque � we were filming in Spain � where he hears the news that the old king is dead, he’s sitting in the chair… incredible ceiling, and the beams. And the thing that’s so wonderful about it � well, everything’s wonderful about it, really, but � the battle scene, which has gone into everybody’s lexicon of how to make a battle scene � Kenneth Branagh pinched an awful lot from it. And if you regard that, it seems so violent and so difficult � you never see any cruelty, you never see any blood, and I was sitting watching just now and thinking what Mel Gibson would have done. [laughter] And yet it is terribly, terribly violent.
And he shot � the money ran out, about two thirds of the way through, and the film closed down. And I went to � he wouldn’t let me go home to England, because he thought I wouldn’t come back again [laughs]. But of course I would, because I hadn’t shot the coronation speech. So he packed me off, I could go to Tangier, and I went to Tangier, and it was February; and I sat around in a very cheap hotel, fought bedbugs and smoked some curious cigarettes � I had to go to American Express every day, to see if there was a telegram. Suddenly there was: �Got the money. Come back to Madrid,� and we went back and shot the coronation. But he shot it � the terrible tragedy about the film is that it’s in litigation. They revived, or restored, his film of Othello, and they would very much like to do the same with this; because you must be aware, every now and then the sound slips.
And I don’t know how much you’re all aware, but every time in any film, if there’s a scene out of doors, even today, it’s dubbed. It has to be post-synched, because of the ambient noise of a wind, or maybe a car going, or whatever. So everything has to be dubbed in a sound studio. Or if there’s a great party � everybody in the background, they may be manic or whatever, but they’re all miming talking, so that you can actually hear the dialogue of James Bond… or whatever. And then that’s dubbed. And the actual sound is added on. And every line in the film is post-synched, is dubbed, every single line. Of course you had a guide track, but the castle, the king’s castle � was in a ruined castle � in Cardona, which was near Barcelona � and it was freezing. That’s why it’s so wonderful, sometimes when we’re speaking, you can see the breath. And Orson said to me, �No wonder the prince wanted to go and sit by a nice warm fire. Who would want to stay in this terrible place?� And we all had little hand heaters. And he had a gramophone. And he made us all laugh between takes, and there was a gramophone, with not vinyl, but discs. And there was always laughter.
And I’ve forgotten a lot of it, but the scene where he’�s helping the king into the throne to die, and Orson said �I want to take a very, very high shot� � and it’s a brief shot, but it’s from on high � John and I were just crying with laughter, we were just stepping on each other’s cloaks � but we were miles, miles away from the camera � but we had to dub every single line. So I dubbed in Madrid, in three different studios in Madrid, all my scenes with John. With Jeanne Moreau, who played Doll Tearsheet, I went to Paris and we dubbed in Paris; Sir John was already on Broadway, in a play of Edward Albee�s called �Tiny Alice� � and he dubbed all his lines in a New York studio. And then we did some in England.
So the quality of sound has been more and more impaired. And it’s a terrible thing because everybody regards this film as a masterpiece, and many feel it is Welles’s masterpiece; I think certainly it’s the best Shakespeare on screen, because it’s so moving. But some years ago, when they restored Othello, the sound of Othello, everybody would like Orson’s daughter � who actually plays the little boy, that’s Orson�s daughter Beatrice, who was seven at the time; she’s now forty-seven � and Emiliano Piedra, who is the Spanish producer; I did three more films with him � he was a young, sort of cowboy, he’d gone around the Spanish villages with big film in cylinders on the back of a motorbike, and would set up a little camera in the back of it… in a little Spanish village at the end of the civil war, and they’d all sit in their little chairs on the front porches, and then he’d have to take them somewhere else, sometimes he got the reels in the wrong order, but they never knew.
And this was his first film. He stuck by the film. And he ran out of money, and I remember one day, I wasn’t paid. And to my shame, I went to Orson and complained… which was stupid. And Orson said, I can’t tell you what to do. So Emiliano Piedra came over with an interpreter, and he said, �Senor Baxter, no tienes money…� and he was pulling out his pockets to show he had no money; and he gave me a huge check � it was huge, actually [extended his arms to about 2 feet by 3 feet] and he said it couldn’t be cashed until the following October. It was cashed eventually. But his daughter � Emiliano Piedra is dead � his daughter, and Orson’s daughter Beatrice, would like to restore the film � I mean the soundtrack. And it would be quite simple to do. There’s also Harry Saltzman, who put up the finishing money, and his widow would be perfectly happy to have it done. Nobody�s going to make a king’s ransom out of it. But it would be wonderful to have the film, and very simply it could be done.
But for the last 20 years of his life — and I never met her — he had a mistress, a Croatian mistress; she’s still alive… Oja Kadar [Kodar]. I knew Orson’s family very well � Beatrice, and Paola, his wife � for really eight years, I suppose. Longer. I only saw Orson once after the film finished. He wrote to me when I was playing Hamlet, and he sent me a telegram when I was playing Macbeth � but I only saw him once, in Los Angeles, when I was on a visit and he was eating at a restaurant called �Ma Maison� � and I knew that he ate there, so I went and I thought, oh boy… And he was actually coming down the steps… and he was… enormous, I mean enormous; he had to be supported on either side, to get into a taxi. And I thought, I won’t… I won’t speak to him.
And then about a year later I was doing a play, and we were opening it in Birmingham, Michigan, and I was in the television studios doing a blurb about the play. And somebody came around and said, �Is there any more on the Welles story?� And I looked up � it was the day after Yul Brynner died � and I looked up, and I said, �What’s the wells story?� and I thought maybe it’s oil wells or something � and it came up [that] Orson Welles had died. And we didn’t talk about my play… we talked about Orson. And exactly a year later, his wife, Paola… she died in a car crash, in California. And I was in Australia when that came through on the news… And it was… [visibly moved]
Well, I loved him very much; I loved him because he altered my life. He was the most wonderful fun to be with. And when you look at the film, I see that. And I see how much he loved me. And I remember writing to the great English novelist, E.M. Forster � I’d done a play of E.M. Forster’s � and he used to write wonderful letters; and I wrote him saying, �I’m having terrible trouble. I adore John Gielgud and I adore Orson, and I’’m having a problem.� And he said, �Well, that’s Prince Hal’s problem, isn’t it? He loves both father figures.� Because Orson always said, it’s a triangle, a love triangle. A boy deciding which father he loves, and two fathers who are apart over him, for affection. And I see it now, and that’s what I mean about the camera catches things that you’re really not quite sure that you’re playing. But it seems to me quite obvious watching the film, this tremendous bond and affection between Welles and myself. And by the time we got to the coronation, the renunciation � I mean I’d shot the walk through the church, I’d shot six months earlier, in that old castle; and then we shot a bit of me on horseback, against the walls of vila, which is about two hours from Madrid. And… then I finally got to shoot the coronation speech, six months after the film. And it was my last day of shooting, in a small church, near Madrid. I know of course they all � and that’s the magic of film, and he was a magician � it all seems as though it’s part of the same sequence.
And then we came to shoot that… Very often if you’re in a film, particularly if you’re a director like Orson, if you’re not on camera, you don’t bother to get made up, because he was shooting on me, and then he would get made up… But for this, he played it as though we were in the theatre… I mean he set up the camera, and then he went away while they lit it. And he came back in his costume. And he knelt below the camera, for my eyeline. And we did the speech � we did it twice, I think… and then we did the reverses. And I find it… well I do find it terribly moving. Because I find the subtext. We were both aware, and I was certainly aware, that it was the end of an adventure which had started with the audition… five years earlier in London, before we’d done it on the stage… and this incredible affection, and the look on his face, when I have rejected him, and it’s an astonishing look: in one sense it’s terrible pain, and in another sense, it’s saying: �That’s my boy; he’s come into his destiny.� I find it very moving. And after we shot that, he was as I said on the run from the IRS, and we left… he was staying in the apartment of a great bullfighter, Antonio Ordonez, who’d been Hemingway’s idol. And we sat in this weird room, with gold-plated hooves… a portrait of Ordon�ez in his suit-of-lights costume; and we… said good-bye to each other.
It was wonderful to see the film; I haven’t seen it on a big screen. And I’m really sorry that that Croatian woman blocks the opportunity of restoring the sound… you know it’s hardly ever shown up � I get still about fifty letters a year from people who want to know about Welles or want to know about this film � how hard it is to find it, how can they buy it, where can they get it � and it should be, it should be available for people to buy. [applause]
There are many similarities [between the character of Falstaff and Welles]. Welles was living… well, he was not quite br… but he was always on the run from the IRS, and there was one evening when the film was closed down � in a way he was quite pleased that the film was closed down. That meant when he started again, he could start with a much smaller unit. I mean, there are wonderful pieces � when Sir John knocks the crown off, and there is a shot of somebody picking it up, the hand � that’s my hand, in Welles’s kitchen, that they’d laid down some flagstones. Wherever you don’t see Margaret Rutherford’s � Mistress Quickley’s � where you don’t see her face, it was the first assistant, a man, in her costume. Walter Chiari, who plays Justice Silence, had gone back to Italy. When we shot the scene , they’re walking through the snow, and saddling the horse � that’s me, in Walter Chiari’s costume.
It was full of… I mean he was such a magician. When Sir John died, and then he had to go to New York to rehearse the play, and they needed a shot when I say, �The king is dead,� you can see, if you knew � if you could run that scene � that�s not Sir John sitting in the throne. That’s a double. And it’s amazing, because if you know that, you can see quite clearly it’s not Sir John. In the battle scene, there’s one moment where he needed to go back and put an insert around the scene where Sir John looks at me and I refuse to say, �No, I killed Hotspur,� they did an insert. Norman Rodway, who played Hotspur, had been back in England, he’d been playing in something at the Royal Shakespeare Theatre… two of the other actors weren’�t there, Sir John isn’t there � the only person there is me. So in the tracking shot, you never realize that all the others are… But it’s because he had no money. So he was always ducking and diving. And of course he recognized that in [the character of] Falstaff. He recognized that totally.
People said Welles’s films never made money. It was heartbreaking. And the American Film Academy, whatever it it�s called [American Film Institute � in whose Eastern branch, by chance, he was sitting at that moment] wanted to do a great evening for Orson Welles. And I was asked � they were going to fly me over first class, put me up at the Beverly Wilshire � and I couldn’t go, which I would’ve loved to have done. And it was a great affair: Frank Sinatra was there and Charlton Heston introduced him… and then Welles came on. By this time he’d done a deal with the IRS. And he firmly thought that people would want him to work.
That’s the last major show that he completed, in 1965 � and he died in 1984 [1985]. So for twenty years � I mean he made a film called F for Fake, but that’s the last… they wouldn’t give him any money. And that’s because they said his films didn’t make money. And it’s true they didn’t make the kind of money that Lawrence of Arabia made. But at the same time they were giving money to Heaven’s Gate, which ruined United Artists. Because their theory in Hollywood was, �Yeah, but if those films make it big, there’s a huge revenue coming in. What revenue is there in an Orson Welles film about Shakespeare?� He couldn’t get any money, and he died alone, in this house in Benedict Canyon… and his mistress wasn’t there. So… he died alone, in a bathtub… quite alone. It was a terrible, terrible sadness, so yes � the death of Falstaff is sad, and yes � his life was very much… he was the life force, he was wonderful to be with.
I mean, we were filming one scene which isn’t in the film, with Margaret Rutherford and Welles, they were out of doors in this park in Madrid, and it was bitterly cold… and we all had to be there; I mean you would suddenly break off one scene, because you would see that the weather was… and that one scene, that scene by the lake with Poins and I, with big grey velvet frock on, and the costumes were always there. And he took time off because the wonderful light on the lake… it was a horribly ugly lake, but it was early mist in November, and it looked so � so he stopped what he was doing, and we went and shot that scene, me and Poins Then he went back, and Margaret Rutherford was sitting under a hawthorne, with a rug around her, and Orson had some coffee, with Fundador brandy. And he said, �Go ask Dame Margaret if she’d like a cup of coffee.�
So I went across and said to Dame Margaret: �Orson said he’d like to know if you’d like some coffee� � her chins were shaking, and she said, �Oh yes, I would.� �He’s worried, are you feeling cold?� She was a very fey woman, Margaret, but not affected. �He’s worried about you.� �Oh no, I’m not cold,� she said. �Working with him is like walking where there’s always sunshine.� I mean, people adored him. They would do anything for him. Filming in Spain, the opening, the king scenes, we used to get there about 8:00 in the morning. There were no lavatories, which was always a bit embarrassing, and people… you had to go find a bush or something. And Sir John kept forgetting to take off his crown, and you’d see it [above the bush]� (laughter). Then he came back and would say, �I saw four nuns squatting back there� (more laughter).
�And then we would break for lunch, and there was a great big table, and wonderful red wine. Wonderful meals, and a lot of wonderful talk � Welles and John would talk about the theatre, early theatre � and it was 1965, and the old wounds of the Spanish civil war were still tender. Fernando Rey, who was a wonderful actor, plays Worcester � and who was wonderful, of course, in The French Connection � Fernando Rey�s father had been a Republican. But two of the others had been Falangists; so they never spoke. I mean that enmity… I mean, they were perfectly polite to each other, but there was a lot of that, which we didn’t realize.
�And we would have these wonderful lunches. And then Orson, the table would be cleared, he would lie down on the table and go to sleep. And we would do the crossword, or whatever, or sit around… And Orson would stop snoring [snort!], and then he’d wake up, and we’d go back to work! And we might work till one o’clock in the morning. And the actor who played Lord Westmoreland, Andrew Faulds, was a great believer in Equity. And when he arrived, he started by saying, �Well, this is ridiculous. These aren’t Equity hours. We should all be home.� And then he saw what was happening. And he also � the film had to shut down � he also didn’t do his scene. And he said to me, �Tell Orson I’ll come back; I don’t even have to be paid.� So you were seduced, by Falstaff – which is an answer to your question � yes of course, there was a tremendous amount of similarity between the two.
The interview concluded with an anecdote about Cleopatra.