A lot has been said about Orson Welles' long take in Touch of Evil (1958). It's the kind of take that has inspired and titillated generations of cinematographers, directors, critics and general cinephiles alike. For some directors the long take is a tool call the viewers attention to the stakes of a scene without breaking the tension through edits. Unfortunately for others, meeting the challenge of a cool and complicated long take takes precedence over effectively telling the story. 

In Chimes at Midnight, Orson Welles revisited the long take in a much more simplistic manner than he did in Touch of Evil, but the effect remains incredibly effective because of his grasp of mise en scene. Instead of cutting Welles uses a stationary camera and moves the actors around to tell the emotional story.

The first shot establishes the space. It's low to the ground so as to get as much of the roof as possible into the frame. At first the roof isn't as important because the players are dancing near the center of the frame drawing our eye to their action.

Welles, playing Falstaff moves away from the gaiety taking residence at the back of the room. The camera pans slightly to the left following the two subjects in the foreground as they make their way to a bench, so as to more eloquently frame the picture. This blocking of Falstaff achieves a couple of tasks. It separates him from his more idiotic counterparts, showing that he doesn't feel like sharing in their revelry. It also creates a depth of space making the image more dynamic, actively engaging the audience to understand the image.

After some clowning from the two drunkards, they exit the scene and the camera follows them, panning to the right and again reframing Falstaff. 

Once they exit the scene to the right, the beams in the top right corner serve to lead our eyes all the way back to Falstaff in the bottom left.

Now we really get the weight of the beams and roof weight down on the small subject at the bottom left of the frame. He is weary and he is lonely, and you don't have to understand a bit of his dialogue to because he's telling it to you through the images themselves. Anyone with working eyes can feel what he's trying to convey here.

A character comes in and tells him he has news from the court. With his aspirations of nobility, news from the court draws him up from his low seat to the middle ground.

Notice how the placement of the messenger's head on the right mirrors the placement of the beams in in the previous image. In conjunction with the drunkards faces it forms a line of focus that echoes those wooden beam lines, moving the audiences eye from upper right to lower left on Falstaff.

When Falstaff learns that the King has died and his young protege has taken the throne, Falstaff rises with renewed vigor. Moving to the foreground the camera tilts up giving Falstaff a towering, empowered presence, no longer the small weakling he was earlier. The tilt itself simulates the viewer looking up at the now mighty figure.

Notice, again the two beams converging on his face. The one on the right now leads from the lower corner up to his face, top center. It's not until he exits to see the King that we get our first cut.

While the camera basically stayed in one position, utilizing only slight pans and tilts, the effectiveness of Welles' long take is immense. From one spot on the floor Welles is able to use blocking and design to make his character seem pathetically small or grandiose in stature., while expressing complex emotions and status. While it would have been possible to achieve these idea separately in individual shots, to put them altogether in one take Welles creates makes the total emotional journey one cohesive singular event. This may not be the solution for every scene, but for this one it was incredibly effective.