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, Henry V, and used some dialogue from The Merry Wives of Windsor. The narration by Sir Ralph Richardson was taken from Holinshed's Chronicles. Welles's inspiration for Chimes at Midnight began in 1930 when he was a student at the Todd School for Boys in Woodstock, Illinois. Welles tried to stage a three-and-a-half-hour combination of several of Shakespeare's historical plays called The Winter of Our Discontent in which he played Richard III. School officials forced him to make cuts to the production. Welles then produced a Broadway stage adaptation of nine Shakespeare plays called Five Kings in 1939. In 1960, he revived this project in Ireland as Chimes at Midnight, which was his final on-stage performance. Neither of these plays was successful, but Welles considered portraying Falstaff to be his life's ambition and turned the project into a film. Throughout its production, Welles struggled to find financing and at one point, to get money, he lied to producer Emiliano Piedra about intending to make a version of Treasure Island. Welles shot the film throughout Spain between 1964 and 1965, and premiered it at the 1966 Cannes Film Festival, where it won two awards. Initially dismissed by most film critics, Chimes at Midnight is now regarded as one of Welles' highest achievements, and Welles himself called it his best work.
The film stars Welles as Falstaff, Keith Baxter as Prince Hal, John Gielgud as Henry IV, Jeanne Moreau as Doll Tearsheet and Margaret Rutherford as Mistress Quickly. The ensemble gave terrific and viscerally intense performances thanks to Welles' unquestionably brilliant vision and direction.