Focussing on Welles’ canon of completed Shakespeare films, this chapter uses specific sequences to identify his characteristic cinematic poetry. It argues for the interest of Macbeth (1948), Othello (1952), and Chimes at Midnight (1965) as creative acts of critical interpretation, and treats them as visually dynamic Shakespearean criticism. In Macbeth, Welles’ cinematography addresses questions of the central character’s agency, describing him as both puppet and perpetrator, and tracing the chiaroscuro balance between Macbeth and Lady Macbeth. Othello’s much-discussed problems of production have the effect of prioritising the visual, in a tragedy demanding ‘ocular proof’, and the radical bricolage of the film’s construction has parallels with the improvisatory energy of Iago within the play. In Chimes at Midnight Welles participates in a centuries-old critical debate about the moral character of Falstaff and the question of reformation in the cycle of history plays, replacing this telos with an extended, melancholic farewell to Falstaff himself.