with it, and at one point told Baxter "This is only a rehearsal for the movie, Keith, and I'll never make it unless you play Hal in that too." Five years later, Baxter and Welles' youngest daughter, Beatrice Welles, who played Falstaff's page, were the only cast members from the play to appear in the film. Chimes at Midnight was Welles' final performance in a theatrical play. Production Preproduction In 1964, Welles met and befriended Spanish film producer Emiliano Piedra, who wanted to work with him. Piedra did not think a Shakespearian film was marketable enough and proposed that Welles make a version of Treasure Island instead. Welles agreed to this on condition that he could simultaneously make Chimes at Midnight, and Piedra agreed not knowing that Welles had no intention of making Treasure Island. Although some B-roll footage of the Alicante departing from port was shot early in the production, no scenes from Treasure Island were ever shot or even scripted. Welles got away with this trick throughout preproduction by building sets that could be used in both films, such as Mistress Quickly's Boar's Head Tavern, which would double as the Admiral Benbow Inn. Welles also cast each actor in both films, casting himself as Long John Silver, Baxter as Dr. Livesey, Beckley as Israel Hands and Gielgud as Squire Trelawney. Ironically, Welles would eventually play Long John Silver in the unrelated 1972 film version of Treasure Island. Welles said that the Boar's Head Tavern was the only full set built for the film, and the other sets were simply dressed or decorated on location. Welles stated that he designed, painted and blow-torched the set, and designed all of the film's costumes. Early in pre-production Welles was approached by Anthony Perkins to play Prince Hal, but Welles had already promised the role to Keith Baxter. Hilton Edwards was initially cast as Justice Silence, but was replaced after he became ill. The title Chimes at Midnight derives from Henry IV, Part 2, where in response to Justice Shallow's reminiscing of their long-past school days, Falstaff states: "We have heard the chimes at midnight, Master Shallow". Welles scholar Bridget Gellert Lyons said that the film's title, "which is given further resonance by the repeated intoning of bells throughout the film, is associated for the audience with sadness and mortality more than youthful carousal." Filming The film was shot in Spain from