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It is based on an 1869 play by Ishwar Chandra Vidyasagar, which is itself based on The Comedy of Errors.Bhranti Bilas was remade in 1968 as the musical comedy Do Dooni Char, which in turn was later remade as Angoor.Neither of these plays was successful, but Welles considered portraying Falstaff to be his life's ambition and turned the project into a film.
It was also the final film of stage actors Leon Quartermaine and Henry Ainley, and featured an early screen role for Ainley's son Richard as Sylvius, as well as for John Laurie, who played Orlando's brother Oliver.
Welles had previously 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.
Determined that the production be as realistic as possible, he had designer Dom Homfray base the set on real Tudor houses associated with Shakespeare: Falstaff's room is based on the home of Mary Arden (Shakespeare's mother) in Wilmcote, and the wives' houses are based on the house of Shakespeare's daughter Susanna, and her husband, John Hall.
For the background of exterior shots, he used a miniature Tudor village built of plasticine.