 Keith Baxter said that the film 's soundtrack was post @-@ dubbed months after filming was completed , and that actors Fernando Rey and Marina Vlady were dubbed by different actors because of their heavy accents . Baxter also stated that he , Welles and Michael Aldridge recorded voices for several characters in post @-@ production . Mistress Quickly 's speech after Falstaff 's death , which was disrupted by the audible hum of a power generator , used the original version of the soundtrack because Welles liked Margaret Rutherford 's performance enough to keep it . The score was composed by Angelo Francesco <unk> , who had worked with Welles on Othello . The score was recorded in an Italian studio , which paid <unk> for his work on the film in exchange for the rights to the music , and later released a soundtrack album in Italy and the UK . During the editing , Welles showed a rough cut to the visiting head of the Cannes Film Festival , who immediately wanted to include the film in the festival , and Welles had to finish the editing more quickly than he preferred . 
