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The Third Man is a 1949 British film noir directed by Carol Reed and starring Joseph Cotten, Alida Valli, Orson Welles, and Trevor Howard. The screenplay was written by novelist Graham Greene based on Greene's novella of the same name, which was written in preparation for writing the screenplay, and was published in 1950. Anton Karas wrote the notable score, which used only the zither; its title cut topped the international music charts in 1950.


Austria's capital city Viennamarker, devastated and recovering from the Second World War, is divided into four separate zones, each governed by one of the victorious Allies, and a jointly-administered international zone. American pulp Western author Holly Martins (Joseph Cotten) arrives seeking an old friend, Harry Lime (Orson Welles), who has offered him the opportunity to work with him in Vienna.

Arriving at Lime's apartment, Martins discovers that Lime has been recently killed by a lorry while crossing the street. Shocked, he heads to the cemetery to attend Lime's funeral, where he meets two British Army Royal Military Policemen: Sergeant Paine (Bernard Lee), a fan of Martins's books, and his superior, Major Calloway (Trevor Howard). After the services, Martins accepts an invitation to speak to the members of a local book club, delaying his departure to do so. He is contacted by a friend of Lime's, Baron Kurtz (Ernst Deutsch), who wants to talk about Lime's death. Kurtz relates that he and Popescu (Siegfried Breuer), another friend of Lime's, had picked Lime up after the accident and brought him over to the side of the street, where before dying he had asked them to take care of Martins and Anna (Alida Valli), Lime's actress girlfriend. Kurtz mentions the theatre Anna works in, but advises that the case is pointless to pursue and best left.

Martins heads to Anna's workplace and meets with her. During their conversation, he becomes suspicious and wonders if Lime's death had really been an accident. The porter at Lime's apartment house (Paul Hoerbiger) tells Martins that Lime could not possibly have been alive after being hit by the lorry, "not with the way his head was," and adds that he saw a third man helping to carry the body across the street, not just two as Kurtz and Popescu had said. Martins pressures the porter to tell his story to the police, but the man refuses, becoming agitated, and asks Martins to leave.

Martins walks Anna back to her apartment. To her surprise, the police are there searching her room. They find a forged passport used to escape the Russian sector of the city, and take Anna off with them. Martins then visits Doctor Winkel (Erich Ponto), a friend of Kurtz and Popescu and Lime's personal physician, who was present when Lime was killed. On Martins's arrival, Winkel is preparing to eat a sumptuous meal; he's obviously doing well, despite the rationing that is the norm in Vienna. Martins questions the evasive Winkel about the circumstances surrounding Lime's death, and Winkel reassures Martins that there were only two men present at Lime's accident. Martins is not convinced.

The next day, the porter offers to give Martins more information about the death, but when he arrives to talk, the man has been murdered. Escaping from the hostile and suspicious crowd outside the porter's house, Martins is suddenly whisked away on a wild, careening ride — only to arrive at the book club meeting, where he's unable to collect his thoughts and makes a poor show. His sole coherent response is to an inquiry from Popescu, who asks about Martins's next book; Martins pointedly replies that his upcoming novel is called The Third Man and will be inspired by actual facts. Popescu menacingly suggests Martins stick to fiction, and the writer flees when he spies two suspicious-looking men advancing from the back of the hall.

The British policeman Calloway advises Martins to leave Vienna and, when Martins refuses and demands an investigation into Lime's suspicious death, finally reveals the truth about Lime's racket. Calloway shows him a dossier and photographs proving that Lime stole penicillin — at the time a new and scarce life-saving antibiotic — from military hospitals and sold it on the black market. To maximise his profits, Lime diluted the penicillin, with devastating effects on his many victims. Martins, convinced, agrees to leave Vienna.

As he departs the police station, a Russian officer comes in and asks Calloway for Anna's forged passport in order to take her back to the Russian sector. Martins heads back to Anna's apartment to say goodbye and discovers that she too had been told by Calloway about Lime's activities. He also realizes that he has feelings towards the girl. Leaving her apartment, Martins discerns across the darkened square, a man watching from a dark doorway. A lighted window briefly illuminates the man's face — it is Harry Lime, alive, well and smirking. Unable to catch up with Lime when he flees, Martins summons Calloway, who determines that Lime has escaped into the sewer system through a kiosk. Calloway realizes that Lime has been using the sewer tunnels to move about the city undetected. Finally convinced that the wanted man is indeed alive, the British police exhume Lime's coffin and find another man, Joseph Harbin, buried in his place. Harbin, an orderly in a military hospital, was thought to have actually stolen the penicillin.

The next day, Martins meets with Lime in the Soviet sector, on Vienna's famous Ferris wheel, the Riesenradmarker, in the Wurstelpratermarker amusement park. They talk and Lime is dismissive about any effects of his activities. He offers to bring Martins in on his racket and implies that Martins will be disposed of if he causes further problems, but Martins rejects the suggestion and hints that he will not be easy to dispose of. Lime compares the people moving on the ground far below to dots, and asks whether Martins would really feel pity, if "one of those dots stopped moving, forever", and whether he would actually decline the monetary rewards of doing so.

Calloway asks Martins to help capture Lime by luring him to a rendezvous. Martins agrees, negotiating Anna's safe conduct out of Vienna in return; but when she realizes her freedom was the payoff in the deal to ensnare Lime, she leaves the train angrily and refuses to play a role in his capture. Martins reconsiders his involvement, but when Calloway takes him to a hospital and shows him children crippled physically and mentally by meningitis after receiving Lime's diluted penicillin, he agrees to assist in drawing Lime out for them.

When Lime arrives at the rendezvous cafe, Anna calls a warning. He evades capture and reaches the sewers, but police reinforcements have arrived and begin a mass search of the underground tunnels. He is eventually cornered and fires at Sergeant Paine, killing him, then being shot himself by Major Calloway in return. Lime, badly and perhaps fatally injured, drags himself up a staircase to a grating, but is unable to push it open. Martins, using Paine's gun, climbs the steps and shoots his old friend. In the aftermath, Martins attends Lime's second funeral. He waits by the roadside to speak with Anna, but she simply walks past him.



The atmospheric use of black and white expressionist cinematography by Robert Krasker, with harsh lighting and distorted camera angles, is a key feature of The Third Man. Combined with the unique theme music, seedy locations, and acclaimed performances from the cast, the style evokes the atmosphere of an exhausted, cynical post-war Vienna at the start of the Cold War. The film's unusual camera angles, however, were not appreciated by all critics at the time. C. A. Lejeune in The Observer described Reed's "habit of printing his scenes askew, with floors sloping at a diagonal and close-ups deliriously tilted" as "most distracting". American director William Wyler, a close friend of Reed's, sent him a spirit level, with a note saying, "Carol, next time you make a picture, just put it on top of the camera, will you?"

Through the years there was occasional speculation that Welles, rather than Reed, was the de facto director of The Third Man. Film scholar Jonathan Rosenbaum in his 2007 book, Discovering Orson Welles, calls it a "popular misconception," and the 2004 documentary Shadowing the Third Man disproved the idea through interviews with the film's principals, including Welles himself who admitted that in early interviews he had attempted to give the false impression that he was co-director. When asked directly by Peter Bogdanovich in a 1967 interview, Welles admitted his involvement was minimal and stated that "it was Carol's picture." Welles did, however, contribute some of his character’s more memorable lines.

Differences between releases

As the original British release begins, an unnamed narrator, the voice of director Carol Reed, is heard describing post-war Vienna from the point of view of a racketeer. The version shown in American theatres replaced this with narration by Joseph Cotten as Holly Martins. This change was made by David O. Selznick, who did not think American audiences would relate to the seedy tone of the original. In addition, eleven minutes of footage were cut. Today, Reed's original version now appears on American DVDs and in showings on Turner Classic Movies; the eleven minutes of footage has also been restored. Both the Criterion Collection and Studio Canal DVD releases include a comparison of the two opening monologues.



Before writing the screenplay, Greene worked out the atmosphere, characterization, and mood of the story by writing a novella. This was written purely to be used as a source text for the screenplay and was never intended to be read by the general public, although it was later published, together with The Fallen Idol.

The narrator in the novella is Major Calloway, a member of the British Army's Royal Military Police, which gives the book a slightly different emphasis from that of the screenplay. A small portion of his narration is retained in a modified form at the very beginning of the film, the part in which (Reed's) voice-over declaims: "I never knew the old Vienna..."

Other differences include the nationality of both Holly and Harry; they are Englishmarker in the book. Martins' first name is Rollo rather than Holly. Popescu's character is an American called Cooler. Crabbin was a single character in the novella. In the original draft of the screenplay, he was to be replaced by two characters, played by Basil Radford and Naunton Wayne, but ultimately in the film, as in the novella, Crabbin is a single character.

Perhaps the fundamental difference is the end of the novella, in which it is implied that Anna and Rollo (Holly) are about to begin a new life together, in stark contrast to the unmistakable snub by Anna that marks the end of the movie. Anna does walk away from Harry's grave in the book, but the text continues:

I watched him striding off on his overgrown legs after the girl.
He caught her up and they walked side by side.
I don't think he said a word to her: it was like the end of a story except that before they turned out of my sight her hand was through his arm - which is how a story usually begins.
He was a very bad shot and a very bad judge of character, but he had a way with Westerns (a trick of tension) and with girls (I wouldn't know what).

Principal photography

Six weeks of principal photography was shot on location in Vienna, ending on 11 December 1948. Production then moved to the Worton Hall Studios in Isleworthmarker and Sheppertonmarker studios near London, and was completed in March 1949.

The scenes of Harry Lime in the sewer were shot on location or on sets built at Shepperton Studiosmarker, with most of the location shots using doubles for Welles. Reed, however, claimed that despite initial reluctance, Welles quickly became enthusiastic, and stayed in Vienna to finish the film. Water was sprayed on the cobbled streets to make them reflect the light at night.

During the shooting of the film, the final scene was the subject of a dispute between Greene, who wanted the happy ending of the novella, and Selznick and Reed, who stubbornly refused to end the film on what they felt was an artificially happy note.


In Austria, local critics were underwhelmed and the film ran for only a few weeks; William Cook, after his 2006 visit to an eight-room museum in Vienna dedicated to the film, wrote "In Britain it's a thriller about friendship and betrayal. In Vienna it's a tragedy about Austria's troubled relationship with its past."

Upon its release in the United States, Time magazine called the film "crammed with cinematic plums that would do the early Hitchcock proud—ingenious twists and turns of plot, subtle detail, full-bodied bit characters, atmospheric backgrounds that become an intrinsic part of the story, a deft commingling of the sinister with the ludicrous, the casual with the bizarre." Bosley Crowther, after a prefatory qualification that the film was "designed [only] to excite and entertain", wrote that Reed "brilliantly packaged the whole bag of his cinematic tricks, his whole range of inventive genius for making the camera expound. His eminent gifts for compressing a wealth of suggestion in single shots, for building up agonized tension and popping surprises are fully exercised. His devilishly mischievous humor also runs lightly through the film, touching the darker depressions with little glints of the gay or macabre."


The musical score was composed by Anton Karas and played by him on the zither. Before the production came to Vienna, Karas was an unknown wine bar performer. According to a November 1949 Time magazine article:
The picture demanded music appropriate to post-World War II Vienna, but director Reed had made up his mind to avoid schmalzy, heavily orchestrated waltzes. In Vienna one night Reed listened to a wine-garden zitherist named Anton Karas, [and] was fascinated by the jangling melancholy of his music.

Reed later brought Karas to London, where the musician spent six weeks working with Reed on the score. "The Third Man Theme", was released as a single in 1949/50 (Decca in the UK, London Records in the US). It became a best-seller—by November 1949, 300,000 records had been sold in Britain, with the teen-aged Princess Margaret a reported fan. The exposure made Karas an international star.

The comedian Victor Borge covered the theme on piano for his 1955 album Caught in the Act, and a version with a faster tempo and without the zither was featured on the 1965 album Going Places by Herb Alpert & the Tijuana Brass. Decades later, film critic Roger Ebert wrote, "Has there ever been a film where the music more perfectly suited the action than in Carol Reed's 'The Third Man'?" The music is also used in a bar scene in the 2002 film xXx. The Lonely Island used a sample of the theme song on the song "Stork Patrol."

The "Swiss cuckoo clock" speech

In a famous scene, Lime meets with Martins on the Riesenradmarker, the large Ferris wheel in the Pratermarker amusement park. Looking down on the people below from his vantage point, Lime compares them to dots. Back on the ground, he notes:

"You know what the fellow said – in Italy, for thirty years under the Borgias, they had warfare, terror, murder and bloodshed, but they produced Michelangelo, Leonardo da Vinci and the Renaissance.
In Switzerlandmarker, they had brotherly love, they had five hundred years of democracy and peace – and what did that produce?
The cuckoo clock."

This remark was not in the script by Graham Greene but was added by Welles – in the published script, it is in a footnote. Greene wrote in a letter "What happened was that during the shooting of The Third Man it was found necessary for the timing to insert another sentence." Welles apparently said the lines came from "an old Hungarian play"; the painter Whistler, in a lecture on art from 1885 (published in Mr Whistler's 'Ten O'Clock' [1888]), had said, "The Swiss in their mountains... What more worthy people!... yet, the perverse and scornful [goddess, Art] will have none of it, and the sons of patriots are left with the clock that turns the mill, and the sudden cuckoo, with difficulty restrained in its box! For this was Tell a hero! For this did Gessler die!" In This is Orson Welles (1993), Welles is quoted as saying "When the picture came out, the Swiss very nicely pointed out to me that they've never made any cuckoo clocks." John McPhee also points out that during the period of time the Borgia flourished in Italy, Switzerland was "the most powerful and feared military force in Europe," and not the peacefully neutral country it is currently.

Awards and honours

The Third Man won the Grand Prix at the Cannes Film Festival, the British Academy Award for Best Film, and an Academy Award for Best Black and White Cinematography in .

American Film Institute recognition
Year List Rank
1998 100 Years…100 Movies #57
2001 100 Years…100 Thrills #75
2003 100 Years…100 Heroes and Villains #37 (villain: Harry Lime)
2008 10 Top 10 #5 (mystery film)

In , the British Film Institute selected The Third Man as the best British film of the 20th century; five years later, the magazine Total Film ranked it fourth. The film also placed 57th on the American Film Institute's list of top American films, "100 Years...100 Movies" in 1998, though the film's only American connection was its executive co-producer, David O. Selznick; the other two, Sir Alexander Korda and Carol Reed, were British. In June 2008, the AFI revealed its "10 Top 10"—the best ten films in ten "classic" American film genres—after polling over 1,500 people from the creative community. The Third Man was acknowledged as the fifth best film in the mystery genre. In 2005, viewers of BBC Television's Newsnight Review voted the film their fourth favourite of all time; it was the only film in the top five made prior to 1970.

Copyright status

This film lapsed into public domain in the United States when the copyright was not renewed after the death of producer David Selznick. In 1996, the film’s U.S. copyright protection was restored by the Uruguay Round Agreements Act, and the Criterion Collection released a digitally restored DVD of the original British print of the film. In 2008 Criterion released a Blu-ray edition. Both DVD and Blu-ray editions are out of print as of October 2009.


The Third Man was adapted as a one-hour radio play on two broadcasts of Lux Radio Theater, first on 9 April 1951 with Joseph Cotten, then on 8 February 1954 with Ray Milland.

A British radio drama series called The Adventures of Harry Lime, which was broadcast in the U.S. as The Lives of Harry Lime, centred on adventures of Harry Lime, voiced by Welles, prior to his "death in Vienna". Fifty-two episodes were aired in 1951 and 1952, several of which Welles wrote, including "Ticket to Tangiers," which is included on the Criterion Collection and Studio Canal releases of the film. In addition, recordings of the 1952 episodes "Man of Mystery", "Murder on the Riviera" and "Blackmail is a Nasty Word" are included on the Criterion Collection DVD The Complete Mr. Arkadin.

A television series later used the film's title, theme music and the character name "Harry Lime", in which Lime was played by Michael Rennie. However, the Lime character was a wealthy art dealer who behaved like Robin Hood, and had an associate, Bradford Webster, played by Jonathan Harris. The series was produced by the BBC and ran for 77 episodes between 1959 and 1965. It was syndicated in the United Statesmarker.




  • The Great British Films, pp 134–136, Jerry Vermilye, 1978, Citadel Press, ISBN 080650661X

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