"What is difficult about Falstaff is that he is the greatest conception of a good man, the most completely good man, in all drama. His faults are so small and he makes tremendous jokes out of little faults. But his goodness is like bread, like wine..."
The last of Welles' three Shakespeare adaptations was made between 1964 and 1965, and it's called "Falstaff" in the U.S., although its original title was "Chimes at Midnight." It's largely comprised of Henry IV, Parts 1 and 2, with additional material from Richard II, Henry V and The Merry Wives of Windsor. The purpose of pulling scenes from the different plays is to tell, in one movie, the story of Falstaff's relationship to Prince Hal, to build up to the heartbreaking final scene where the prince, now crowned King Henry V, rejects his old companion.
The film stars Welles as Falstaff (of course), and I believe this is his finest screen performance. The movie also features Keith Baxter as Prince Hal, Norman Rodway as Hotspur (who is particularly excellent), John Gielgud as Henry IV, Jeanne Moreau as Doll Tearsheet and Margaret Rutherford as Mistress Quickly.
The most striking thing about the film, outside of Welles' performance, is the way the battle scenes are filmed. They are shot from ground level, literally and figuratively, showing all the mud and confusion and futility of war in a way I'd never seen before. There is no chivalry or heroism in it, just brutality.
When I saw Mel Gibson's Braveheart, I thought the battle scenes were strongly reminiscent of those in Chimes at Midnight. I didn't mention this in my review of that film, however, since I thought it was just evidence that my Welles obsession was getting out of control.
Then, somewhat later, I read an interview with Gibson where he said he had deliberately modeled the battle scenes on the ones in Welles' Chimes at Midnight.
Chimes at Midnight was the last full-length narrative movie Welles made.