Keith Baxter on Orson Welles and Chimes at Midnight

Back in January, veteran actor Keith Baxter paid a visit to New York for the theatrical re-release of Orson Welles’s Shakespearean masterpiece Chimes at Midnight, in which he starred opposite the iconic filmmaker over half a century ago. Baxter stopped by the Criterion offices for lunch and regaled us with memories of his unforgettable experience working with Welles.

Hanging Out with Orson Welles

Orson Welles was the life force. He was heaven. You can’t imagine how much we laughed. We’d have big open-air lunches, and there were always lots of stories around the table—John Gielgud and Orson were great storytellers. Oh, it was wonderful. Then lunch would be cleared, and Orson would lie down on the table with his cloak wrapped around him and fall asleep. We’d all wander around and do the crossword, various things. Then suddenly we’d hear him wake up and he’d say, “Vamos!” and we’d all start working again. Everybody adored and respected him, but he didn’t play “I am the great director” at all.

 Breathing Lessons from John Gielgud

Most actors my age, or anyone who ever saw or worked with Gielgud,revered him—and not in a facile way. It’s because he was so funny. When people tell stories about him, they’re jokes. Nobody tells jokes about Laurence Olivier; he was a great, great actor, of course, but the profession adored Sir John. There was nobody before (and has been nobody since) who could speak Shakespeare like him. He stopped me one day when I was doing a speech, apologized, and said, “You must breathe at the end of a line or on the punctuation, otherwise you will lose the iambic pentameter. And if you’re not speaking iambic pentameter, you’re not speaking Shakespeare, so what’s the point?” It’s interesting because, in the script, all of the king’s scenes and all of my scenes with the king are in iambic pentameter, and Falstaff’s scenes are always in prose. It was a wonderful lesson. John said that if you learn that, then the text is like a surfboard and will carry you through.

A Rawer, Realer Shakespeare

When we had a conversation about not using makeup, Gielgud said, “What will that look like?” And Orson said, “It will look real, John. Maybe Henry IV was losing his hair. It will look real.” And I think that when you see other Shakespeare films, like Olivier’s Richard III, they’re costume flicks. I’m biased, but I think that in Chimes at Midnight, you look at real people behaving in a real fashion—and that was Orson.

Taking Orders 

People always ask what it was like being directed by Orson. He directed the camera a lot. We rehearsed the first scene in the tavern for a whole day because the camera was moving around us, between us, outside us. But other scenes we never rehearsed at all, particularly the ones with Sir John, who we had for such a short time. He’d say, “Well, just do it.” Light would be coming through the window, and he’d say, “Stand there and just do it.” So John would do it and the crew would all applaud—they’d never heard an actor speak without interruption for such a long time.

 Last Memories

 I only saw Orson once more after that, but we never became not friends. After Chimes finished, I saw him on New Year’s Eve in 1972. Paola, his wife, whom I adored and who was a tremendous influence on his life, had taken a house in London, and Beatrice, his daughter, was there. She rang up and said, “Orson’s here, come over!” So I went over, and I was actually having dinner with a very, very funny, brilliant American writer called Burt Shevelove, who wrote A Funny Thing Happened on the Way to the Forum, and we went over and had a New Year’s Eve drink, and that was lovely. I saw him once but didn’t speak to him when I came to America in 1976, and I was staying with an actress called Brenda Vaccaro. She said Orson ate everyday at la Maison, often with Peter Bogdanovich, and I think they’d pick up the tab just to have Orson Welles there.