Neither of these plays was successful, but Welles considered portraying Falstaff to be his life's ambition and turned the project into a film. In 1960, he revived this project in Ireland as Chimes at Midnight, which was his final on-stage performance. Welles had previously produced a Broadway adaptation of nine Shakespeare plays called Five Kings in 1939. Richardson's narration is taken from the works of chronicler Raphael Holinshed. Welles said that the core of the film's story was "the betrayal of friendship." The script contains text from five of Shakespeare]'s plays: primarily Henry IV, Part 1 and Henry IV, Part 2, but also Richard II and Henry V, as well as some dialogue from The Merry Wives of Windsor. This, in turn, meant the harshness of the forest described in the text was replaced by lush greenery, which was distinctly unthreatening, with the characters' "time in the forest appear to be more an upscale camping expedition rather than exile." Director Basil Coleman initially felt that the play should be filmed over the course of a year, with the change in seasons from winter to summer marking the ideological change in the characters, but he was forced to shoot entirely in May, even though the play begins in winter. However, the location shooting received a lukewarm response from both critics and the BBC's own people, with the general consensus being that the natural world in the episode overwhelmed the actors and the story. Recorded at Glamis Castle in Scotland, this was one of only two productions shot on location, the other being The Famous History of the Life of Henry the Eight.
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