Plot

When King Henry IV ascends to the throne, his heir, the Prince of Wales, is befriended by Sir John Falstaff, an old, overweight, fun-loving habitual liar. Through Falstaff's eyes we see the reign of King Henry IV and the rise of Henry V.

When King Richard II is dethroned and King Henry IV ascends to the throne, his heir, the Prince of Wales, is befriended by Sir John Falstaff, an old, overweight, fun-loving habitual liar. Through Falstaff's eyes we see the reign of King Henry IV and the rise of Henry V.—grantss

Sir John Falstaff (Orson Welles) is the hero in this compilation of extracts from Shakespeare's "Henry IV" and other plays, made into a connected story of Falstaff's career as young Prince Hal's (Keith Baxter's) drinking companion. The massive Knight roisters with and without the Prince, philosophizes comically, goes to war (in his own fashion), and meets his final disappointment, set in a real-looking late medieval England.

The aging King Henry IV (Sir John Gielgud) watches disapprovingly as his son Hal (Keith Baxter) (later Henry V) enjoys a rude and irresponsible life under the bloated and decadent Sir John Falstaff (Orson Welles). The young Prince dreads the not-too-distant day when he will have to choose between his opposed father figures.—Lalo

The film opens with Sir John Falstaff and Justice Shallow walking through the snow, then to a warm fire inside Justice Shallow's home in Gloucestershire, as the two reminisce. After a main credit sequence, the narrator explains that King Henry IV of England has succeeded Richard II, whom he has killed. Richard II's true heir, Edmund Mortimer, is a prisoner in Wales, and Mortimer's cousins Northumberland, Worcester, and Northumberland's son Hotspur demand that Henry rescue Mortimer. The king refuses, and thus Mortimer's cousins begin to plot Henry's overthrow.

To Henry's great dissatisfaction, his son Prince Hal spends most of his time at the Boar's Head Tavern, drinking and carousing with prostitutes, thieves and other criminals under Falstaff's patriarchal influence. Falstaff insists that he and Hal should think of themselves as gentlemen, but Hal warns Falstaff that he will one day reject both this lifestyle and Falstaff. The next morning Hal, Falstaff, Bardolph, Peto, and Poins disguise themselves in Gadshill to prepare to rob a group of traveling pilgrims. After Falstaff, Bardolph, and Peto rob the pilgrims, Hal and Poins jump out in disguises and take the stolen treasure from Falstaff as a joke.

Back at the Boar's Head Tavern, Falstaff begins to tell Hal and Poins with increasing exaggeration the story of how the money was stolen from him. Hal and Poins poke holes in Falstaff's tale until they reveal their joke to the entire group. In celebration of the newly recovered stolen treasure, Falstaff and Hal take turns impersonating Henry, with a cooking pot crown and vocal impressions. Falstaff's Henry chastises Hal for spending his time with common criminals, but names Sir John Falstaff as his one virtuous friend. Hal's Henry calls Falstaff a "misleader of youth".

Hal visits the King at the castle and Henry scolds him for his criminal and unethical life-style. Henry warns Hal about Hotspur's growing army and its threat to his crown. Hal passionately vows to his unimpressed father that he will defend Henry and redeem his good name. The King's army, including Falstaff, parades through the streets and off to war. Before the battle, Henry meets with Worcester and offers to forgive all of Hotspur's men of treason if they surrender immediately. Hal vows to personally kill Hotspur. Worcester returns to his camp and lies to Hotspur, telling him that Henry intends to execute all traitors.

The two armies meet in the Battle of Shrewsbury (1403), but Falstaff hides in shrubs for most of the conflict. After a long and bloody fight, the King's men win the battle, after which Hotspur and Hal meet alone and duel; as Falstaff watches, Hal kills Hotspur. Henry sentences Worcester to death and takes his men as prisoners. Falstaff brings Hotspur's body to Henry, claiming that he killed Hotspur; Henry does not believe Falstaff, instead looking disapprovingly at Hal and the ignoble company he keeps.

"I know thee not, old man: fall to thy prayers; How ill white hairs become a fool and jester!I have long dream'd of such a kind of man, So surfeit-swell'd, so old and so profane; But, being awaked, I do despise my dream."- Henry IV, Part 2, Act 5, Scene 5

The narrator explains that all of Henry IV's rebellious enemies had been killed by 1408, but that Henry's health has begun to deteriorate. At the castle, Henry becomes upset when told that Hal is once again spending time with Falstaff, and collapses. Hal visits the castle and discovers that Henry is sicker than he had realized. Hal vows to Henry to be a good and noble king. Henry finally has faith in Hal and advises him on how to be a king. Henry dies and Hal tells his men that he is now King Henry V.

Falstaff, Shallow and Silence sit in front of a warm fire, continuing from the first scene of the film. They receive news of Henry IV's death and that Hal's coronation will be held that morning. Falstaff becomes ecstatic and goes directly to the castle, thinking that he will become a great and powerful nobleman under King Henry V. At the coronation, Falstaff cannot contain his excitement and interrupts the entire ceremony, announcing himself to Hal. Hal turns his back on Falstaff and proclaims that he is now finished with his former lifestyle. As Falstaff looks up at Hal with a mixture of pride and despair, the new king banishes Falstaff. The coronation continues into the castle as Falstaff walks away, stating that he will be sent for that evening. That night, Falstaff dies at the Boar's Head Tavern, and his friends mourn him, saying that he died of a broken heart. The narrator explains that Hal went on to become a good and noble king.