William Shakespeare's history plays, often overlooked by filmmakers, provide the basis of Orson Welles' adaptation of several of the Bard's works, including Henry IV, Parts 1 and 2, Henry V, Richard III, and The Merry Wives of Windsor. That's right: Welles condenses five of Shakespeare's great plays into less than two hours. The one character uniting all these works is the loquacious, rambunctious, drunken Falstaff, played by Welles himself. Images of quiet melancholy and decay give way to a fiery film, full of the fury of betrayal as Falstaff's influence on young Prince Hal threatens the integrity of the monarchy. Welles fearlessly inverts the Shakespearean emphasis on Henry's rise to power, instead encouraging us to look at the world from the perspective of those he left behind in his climb to the top. The world of Falstaff is wooden, symbolized by his preference for inns, while the world of Hal is stone, focused on images of the castle. The brutal human cost of Henry's drive for power makes him an image of 20th century tyrants; and Welles may also be examining his own treatment at the hands of Hollywood studio executives, whom he felt had just as ruthlessly tossed him aside. As Welles spent almost all of his career operating outside the studio system, he was forced to produce films for a fraction of the cost of the typical studio film. Amazingly, he makes the castle sets and battle scenes look like they belong in a much more expensive epic, and, particularly in the Battle of Shrewsbury, he creates action sequences as good as any ever put on film. Welles does not abandon his long-standing interest in deep-focus cinematography, and the images are stunning. Sadly, the lack of money results in a muddled soundtrack, in which characters' words are often indecipherable. As words are Shakespeare's magical ingredient, that flaw tempers the film's impact.