 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 . " 
