The Third Man (1949, UK)

In director Carol Reed's British visually-stylish, classic drama of geopolitical intrigue and espionage - the paranoid story told of social, economic, and moral corruption in a depressed, rotting and crumbling, 20th century Vienna following World War II. The corrupted city's 'no-man's-land' environment was marked by bombed out, war-torn ruins, dark and slick streets, cemeteries and sewers criss-crossing beneath the sectored zones. The atmospheric on-location views of a shadowy Vienna cast a somber mood over the fable of post-war moral ambiguity and ambivalent redemption.

The story was based on British screenwriter-author Graham Greene's novella of the same name, written solely to be a source text for the film screenplay and never intended to be read or published.

The striking film-noirish, shadowy thriller was filmed expressionistically within the decadent, shattered and poisoned city that had been sector-divided along geo-political lines. The jaunty but haunting musical score (with a sole instrument, a zither) by Viennese composer/performer Anton Karas remained memorable long after the film's viewing with its twangy, mermerizing, lamenting, disconcerting (and sometimes irritating) hurdy-gurdy tones. In addition, the deliberately unsettling, tilted (canted) angles in its cinematography reflected the state of the ruined, fractured and dark city, filled with black marketeers, spies, refugees, thieves, and foreign powers seeking control.

The film's tale was about a foolishly-romantic, wimpy American writer (Holly Martins) of pulp westerns who visited occupied, post-WWII Vienna, who attempted to understand (and then decipher) the mysterious disappearance - vehicular accidental death and burial of an old school friend (Harry Lime) - who, unbeknownst to him, had become an exploitative, morally corrupt, and chilling black-market drug dealer and racketeer (of diluted penicillin), working out of the Russian zone. The British thriller also told of a love triangle with nightmarish suspense, treachery, betrayal, guilt and disillusionment.

Its two most famous sequences include the Ferris-wheel showdown high atop a deserted fairground with the famous cuckoo clock speech (written by Orson Welles), and the climactic chase through the underground network of sewers beneath the cobblestone streets.

The complex masterpiece had the tagline: "HUNTED...By a thousand men! Haunted...By a lovely girl!"

• the opening title credits appeared over a huge close-up of the vibrating strings of a zither, playing "The Harry Lime Theme" or "The Third Man Theme"
• the film's opening presented documentary-style views of the shattered, post-war, divided, fragmented and occupied Vienna (a devastated 'frontier' city racked with crime dividing East and West - and governed by four Allied forces)
• during an opening voice-over narration, American, unemployed Western pulp novelist/writer of juvenile Western pulp stories (Zane Grey-style), Holly Martins (Joseph Cotten) arrived at the railway station in the ravaged city of Vienna (in Austria) - still under Allied occupation and overrun with black markets; Holly was there to seek out his boyhood friend - the film's dark, con-artist counterpart Harry Lime (Orson Welles) who had invited him to stay with him, and author/write propaganda for a volunteer medical unit that he ran
• Holly made his way to Stiftgasse 15, the location of Harry's second floor apartment, where he learned from the German-speaking caretaker/Porter (Paul Hoerbiger), an eye-witness, that Lime had allegedly been killed after being struck by a truck a day or two earlier; Holly hurriedly rushed to the gravesite in the cemetery to attend Harry's funeral and burial; attending the ceremony were only a few stoic-faced onlookers (important characters identified later) and one beautiful woman (later revealed as Harry's grieving, depressed dark-haired, Czech mistress lover Anna (Alida Valli) - a Russian exile and refugee)

Harry Lime's Cemetery Service-Funeral and Burial
Holly and Major Calloway (Trevor Howard)	Anna (Alida Valli) and Holly Martins	Stoic Onlookers (l to r): "Baron" Kurtz and Dr. Winkel
Dark-Haired Anna	Holly Martins Riding Into Town with Major Calloway	Anna Walking Home From Cemetery

• after the ceremony, Martins was given a ride to town by cynical British military police officer Major Calloway (Trevor Howard); during their ride down the main road, the attractive dark-haired woman was seen walking back towards the city
• at a bar where Calloway and Martins had drinks, Calloway revealed Harry's suspected occupation - he was a post-war black marketeer and murderer wanted by the police; Lime was involved in the theft of penicillin from the military hospitals, the dilution of the drug to make it go further, and the sale of the watered-down drug to patients (including children) through the black market for a profit: ("He was about the worst racketeer that ever made a dirty living in this city...You could say that murder was part of his racket"); Holly was enraged by the accusations leveled at Lime, and attempted to grab and slug Calloway (whom he mistakenly called Callaghan), but the agent was protected from harm by Calloway's aide Sergeant Paine (Bernard Lee)
• at his Hotel Sacher, a military hotel, Martins was introduced to Mr. Crabbin (Wilfrid Hyde-White) of the propagandistic C.R.S. of G.H.Q. (Cultural Re-Education Section), a literary entrepreneur who ran weekly shows; Holly accepted an invitation to deliver a lecture on the "contemporary novel" at the Institute on the following Wednesday; this would give Holly time to investigate the truth about Lime's death
• after, Holly arranged to meet at the outdoor Mozart Cafe with seedy Austrian aristocrat "Baron" Kurtz (Ernst Deutsch), a friend of Lime's; the two returned to the scene of Harry's accident outside Harry's apartment, where Kurtz described how after a truck struck Harry, he and a friend carried Lime's body to a statue in the middle of the square where he died
• Holly also followed up by speaking to the dark-haired woman at the cemetery at her local place of work - at the Josefstadt Theatre, where she was performing as an actress/showgirl, and identified as "Miss (Anna) Schmidt"; she looked shattered by the sudden death of her onetime lover; when Holly asked if Anna was in love with Harry, she answered: "I don't know. How can you know a thing like that afterwards? I don't know anything more except I want to be dead too"; Anna described her own suspicious views on Harry's lethal accident - she suspected that he might have been murdered (Harry was killed by his own car's driver, and the incident was witnessed by only his closest friends (Popescu and Kurtz); his own doctor (Winkel) was passing by just at the time of the accident, and Harry was pronounced dead on the scene)
• the two visited Harry's old apartment and while Holly asked questions of the Porter about Harry's strange lethal accident, she wandered into the adjoining bedroom that she knew intimately - she combed her hair in front of the mirror and looked at an old photograph of herself; the Porter spoke about how a "third man" helped to carry Lime's dead body after the incident; Holly was perplexed - that there were three men who carried the body across the road after the accident (Kurtz, Popescu, and a mysterious 'third man' - not the doctor); the Porter also insisted that he not be involved or forced to testify to the police
• when Anna returned home, she discovered that Calloway had ordered a search of her apartment, and confiscated her faked ID papers and passport (presumably fixed and forged by Harry) and Harry's love letters to her; she was taken to be detained at the international police station for questioning before being released from police custody
• meanwhile, Holly went on to locate Dr. Winkel's residence and questioned him about the accident. Dr. Winkel (Erich Ponto), Lime's "medical adviser," explained how Lime was dead when he arrived and accompanied by only two friends; acc. to Winkel, Lime was conscious for only a short time while they carried him into the house; Holly asked suspiciously if Harry had been murdered: "Could he have been pushed, Dr. Winkel?"
• that evening, Anna accompanied Holly to the Casanova Club, where Popescu (Siegfried Breuer), the man who helped Harry fix Anna's papers, explained his version of the truck accident; Popescu denied knowing of a 'third man' who helped him and Baron Kurtz carry the body - contradicting the Porter's eyewitness account of "three men carrying the body"
• [Note: Four quick segments followed after Popescu makes a suspicious phone call: ("He will meet us at the bridge, good"); a private meeting was viewed from afar between Popescu, Kurtz, Dr. Winkel and another unidentified man ("the third man"?) at a bridge.]

Popescu's Suspicious Phone Call: "He will meet us at the bridge, good!"

Four Individuals Meeting on the Bridge

• the following morning, the Porter leaned out the upstairs window of Harry's building to shout out to Holly: "I'd like to tell you something...Come tonight"; as the Porter turned around after shutting the window, he turned back with a frozen look of horror and terror on his face

Anna - Sad and Grieving About Harry's Passing

Talking About Holly's Past with Harry

Anna to Holly: "You ought to find yourself a girl"

• in the meantime, Holly visited Anna in her apartment where he found her in her room - disturbed by loneliness and the passing of Harry - she asked for Holly to speak about his childhood with Harry: "I've been alone, without friends and money. But I've never known anything like this. Please talk. Tell me about him." Holly basically described Harry as a troublemaker who never grew up. After a short while when he was ready to go, she vowed to never fall in love again - and then she hinted to Holly: "You know, you ought to find yourself a girl"
• the two were stunned as they approached Harry's apartment with a crowd outside; he heard of the Porter's murder, whose throat was slit - presumably because he had a contradictory and incriminating eye-witness account of the truck accident; people in the crowd were provoked to believe that Martins was responsible for the murder of the vital witness
• after fleeing from the crowd following after them and ducking into a dark cinema house, Anna suggested to Holly that he report his own findings to the authorities: "Be sensible. Tell Major Calloway"
• after they separated and Anna returned to her apartment, Holly went to his hotel and summoned a taxi to take him to the International Police Headquarters to see Calloway, but the driver - in the suspenseful scene - raced off recklessly and took Holly to a different destination; Holly believed he was going to be driven somewhere to be murdered, but to his surprise, the driver pulled up in front of the Cultural Center for his scheduled Wednesday lecture
• after his presentation, Holly struggled to answer intellectual questions from the sophisticated audience; he was also asked ominous questions posed by Popescu, about his plan to write a new novel - a murder story "based on fact" and titled 'The Third Man'; although Popescu suggested it would be preferable if Holly wrote a fictional book, but Holly insisted he would complete his planned factual "book"
• after the meeting was dismissed, Holly was pursued by Popescu's two trenchcoat-wearing, threatening thugs, and managed to escape their pursuit up a spiral staircase, out a window (after being bitten by a cockatoo parrot), and eventually ran through the city's cobblestone streets; he arrived at the Police Headquarters where he was berated by Calloway: "You've been blundering around with the worst bunch of racketeers in Vienna, your precious Harry's friends, and now you're wanted for murder"

Calloway's Pictures from Harry's File and a Slide Show Montage of Fingerprints, Photographs, and Other Evidence of Lime's Monstrous Criminal Activities
Harbin - A Medical Orderly Helping Lime and Serving as a Police Informant	Lime's Fingerprint on Bottle of Penicillin	Devastated Holly: "How could he have done it?"

• Calloway made the assumption that Harry had been murdered (and was pleased by the thought); in a stunning sequence, he described contents of Harry's file to Holly and presented a slide show of pictures, demonstrating how Lime was a murderous racketeer, who led a monstrous racket (with the help of medical orderly Harbin, a police informant who had now disappeared) - the illicit theft of penicillin from the military hospitals, dilution to make it go further, and the drug's sale to patients (including children suffering from meningitis) through the black market for profit
• Martins was devastated ("How could he have done it?") and pondered returning to the US the following morning; before returning to his hotel, he first visited a sleazy cabaret bar where he bought a bunch of flowers that he took to Anna's apartment; he drunkenly arrived as Anna was seen in the shadows, mournfully wearing Harry's striped pajamas in bed - monogrammed with HL on the left front; Holly tried to play with Anna's cat, but the cat was unresponsive, ignored him and then jumped out the window; Anna claimed Harry was the only person the cat liked ("He only liked Harry")
• Holly offered Anna the flowers as a going-away present; by this point in the film, both knew from Major Calloway "about Harry" and some of his sordid blackmarketing activities
• shortly later, the camera moved through the plants at the window sill and out to a view of the darkened, wet street, where a stranger looked up at the window and then ducked into and hid in a darkened, night-shrouded doorway; Anna's cat had run from her apartment to the cobble-stoned street, and into the shadows of the darkened gateway to circle, nuzzle and snuggle up next to a person's shoe in the shadowy doorway

Stranger Looking Up at Window	Cat In the Shadows	Cat Snuggling on Person's Shoes
[Note: There were three different cats used for this scene. Notice the difference?]

• at this point, although she couldn't bear criticism of Harry, Anna now believed that Harry was "better dead. I knew he was mixed up, but not like that." However, she hadn't changed her feelings or opinion of her lover Harry: ("A person doesn't change because you find out more"). Holly was bitter that his good, long-time friend was engaged in a deadly racket, and was now ready to give up his intense search for who killed Harry Lime and why

A Drunken Holly With Flowers For Anna

Anna's Rejection of Holly's Love Interest

A Tear Fell From Anna's Eye

• by this time, the doltish hack writer had hopelessly fallen in unrequited love with the melancholy Anna but she remained unresponsive to his clumsy advances, and the feelings she had for him were not mutual. He offered himself to her: ("I'd make comic faces and stand on my head and grin at you between my legs and learn all sorts of jokes. Wouldn't stand a chance would I? Hmmm? Well, you did tell me I ought to find myself a girl"); a tear fell from her eye, but she was completely uninterested
• the scene dissolved to the street outside Anna's apartment, and as the dejected Holly walked off, he became aware of a figure in a doorway on the opposite side of the street where he saw Anna's cat in the shadows, snuggling next to a person's black shoes in a doorway. The cat was licking itself, and tipping off the presence of a silent and motionless person obscured there. The figure's big shoes were illuminated - was it one of Calloway's men, underworld thugs or an intelligence agent? Holly abusively, drunkenly, and defiantly yelled out to the figure to stop spying: ("Come out, come out, whoever you are. Step out in the light. Let's have a look at ya"). A light from an irritated neighbor's upstairs window briefly illuminated the figure's face - shining straight across the street

The Sudden Appearance of Harry Lime in the Shadows

• in a famous scene, the presumed-dead Harry Lime made a delayed appearance about mid-way through the film - from a shadow inside a doorway, an overhead light illuminated his enigmatic, smirking, devilish face as Anna's cat snuggled at his feet; Holly was startled by the flirtatious, mocking sight of the smiling, smug face of his friend staring back at him, with a raised eyebrow; the light was quickly extinguished, and before Holly could reach his friend, a car approached and blocked his path by coming between them
• the figure vanished with the sound of retreating footsteps in the dark. The "third man" that Holly suspected was responsible for Harry's "accidental" death, was found to be both a fictional murderer and the actual murderer of thousands of penicillin-dependent war victims; Harry had stage-managed his own death to throw the authorities off his trail so he could continue his illicit black market trade
• Holly reported his suspicions that Lime was still alive to Calloway and Paine, who were brought to the scene to re-enact the escape; Calloway realized that Lime had used a hidden door in a kiosk to enter into the strange and vast underground network of Viennese sewers
• Holly's claims were confirmed when Harry's coffin was dug up that night and the body was found to be that of police informant Joseph Harbin, the medical orderly who had acted as a police informer against Lime; Anna was also summoned to the police headquarters, where as she entered, Holly yelled to her: "l've just seen a dead man walking...l saw him buried. But now l've seen him alive" - she was visibly stunned but gratified by the news given to her that Harry wasn't dead
• in a meeting with Calloway, Anna was pressured to divulge information and help to locate Lime in exchange for her own freedom from deportation to the Russians: ("If you help me, I am prepared to help you"); ironically, she now wished that Harry was dead: "Poor Harry. I wish he was dead. He would be safe from all of you then"
• with Harry's compatriots Kurtz and Dr. Winkel, Holly arranged a meeting with the elusive Lime to occur at an almost-deserted, dejected, once-bustling Prater amusement park in Vienna; a legendary gripping encounter then occurred between the unrepentant Lime and Martins as they rode to the top of the Prater Ferris wheel high above the Viennese fairground; Lime first explained how he couldn't save Anna (since he was "dead"); he was upset that Holly had unwisely talked to the police; he continued to explain that he couldn't be a hero and rescue Anna: "What did you want me to do? Be reasonable. You didn't expect me to give myself up...'It's a far, far better thing that I do.' The old limelight. The fall of the curtain. Oh, Holly, you and I aren't heroes. The world doesn't make any heroes outside of your stories"
• Harry claimed he had immunity only in the neutral Russian zone. Harry also admitted that he was the one who informed the Russian police about Anna’s forged passport as payment for them letting him hide out in the Russian sector; Harry continued on about how he was upset about Holly's contact with the police: ("Old man, you never should have gone to the police, you know. You ought to leave this thing alone."); Holly asked about all his innocent victims due to his racketeering, but Lime felt little remorse and contemptuously looked down from the ferris wheel at the scuttling mortals below, cheerfully calling the people unrecognizable "dots" from the height of the ride: "Look down there. Would you really feel any pity if one of those dots stopped moving forever?"
• Harry casually mentioned that he could easily kill Holly (who had proof against him), and suggested that he could easily shoot Holly - but then changed his threat after he was informed that the police were already on his trail, and his coffin had been dug up with Harbin's body inside; once they had descended and finished the ride (and Lime had discarded his deadly plan to dispose of Holly), Harry compared himself to governments, and offered his boyhood pal a partnership in his illicit business - Holly of course refused
• Lime delivered a callous, perverse "cuckoo clock" monologue about Switzerland and cuckoo clocks, arguing that there was greater productivity in a warring, strife-ridden culture and civilization than in a peaceful one; the corruptible Lime cynically justified his black market criminal activities, and equated the corrupt political intrigues of the Borgias to the artistic triumphs of Michelangelo and da Vinci: "In Italy for thirty years under the Borgias, they had warfare, terror, murder, bloodshed - but they produced Michelangelo, Leonardo da Vinci, and the Renaissance. In Switzerland they had brotherly love, 500 years of democracy and peace, and what did that produce? The cuckoo clock"
• afterwards, Holly decided to set up Lime in exchange for Anna's freedom from deportation to the Russians (because of her forged passport) after Holly named his "price"
• Anna was brought by Sgt. Paine to the Vienna Railway station, where she boarded a train to take her away to be saved from the Russian authorities; before leaving, she saw Holly in the track-side cafe where she learned that Holly was betraying their mutual friend to the police in return for helping her to get out of Vienna safely - she was disgusted and furious; she vowed to remain faithful to Harry no matter what she knew about him, even if her own freedom was at stake
• out of ignorance and her dedication to her role as the doomed man's mistress, Anna didn't want to ever betray or sell out Harry: ("I'm not going!"), because she loved him for what he was: "I don't want him anymore. I don't want to see him, hear him. But he's still a part of me, that's a fact. I couldn't do a thing to harm him.... If you want to sell your services, I'm not willing to be the price. I loved him. You loved him. What good have we done him? For love! Look at yourself. They have a name for faces like that?" She angrily ripped up her new passport and papers and allowed the train to depart with her luggage and belongings
• Holly returned Anna's ripped up passport and papers, and asked Calloway and Paine to take him to the airport to take a plane out that night, but on the way, Calloway detoured and took him on a tour of a children's hospital, where he saw the victims of pusher Lime's penicillin racket; Holly was convinced to betray Harry ("I'll be your dumb decoy duck"), and arranged to meet Lime with police staked out to entrap and arrest the black marketeer
• the concluding sequence was prefaced by guards and police preparing to arrest Harry near the Cafe Marc Aurel; Anna joined Holly at the Cafe (after learning his location from Kurtz as he was being arrested); the inconspicuous presence of the police officers was betrayed by an old, nighttime balloon-seller who pestered them for a sale of a child's balloon; Anna denounced Holly: "Honest, sensible, sober, harmless Holly Martins. Holly - what a silly name. You must feel very proud to be a police informer," just as Harry (who had been watching them from a rooftop) entered the back of the Cafe - she was able to warn him of the danger he faced, since Harry heard her claim that Holly had become a police informant: ("Harry, get away, the police are outside - Quick!"); Harry pulled a gun to shoot Harry, but was unable to get a clear shot and fled as Sgt. Paine entered the front door

Police Informant Holly Awaiting a Meeting in Cafe Marc Aurel with Harry Lime	Balloon-Seller in the Street	Vendor Giving Away the Location of the Police Officers
In the Cafe, Harry Heard Anna's Claim that Holly Was a Police Informer	Anna's Warning to Harry in the Cafe: "Harry, get away, the police are outside - Quick!"	Harry With a Gun, Forced to Flee (While Trying to Shoot Holly)

• the film ended with fugitive Harry Lime being chased by authorities, led by British Army police officials, Major Calloway and Sgt. Paine; there was a thrilling, extraordinary chase sequence, first through rubble and bomb-sites and down an open manhole, and then into the passageways of subterranean dark sewers and tunnels under Vienna that still linked all the occupied sections of the city; the climactic scenes were sharply edited for greater impact; the sewers were the dark, unobserved haunt of wounded black marketeer Harry Lime where his 'underground' evil-doings had permeated through the borders of the city's zones; in the manhunt by an international police force composed of police from all four nations, the filming captured the dark shadows on the ancient tunnel walls and the cobblestone surfaces; the police from all four nations climbed down into every available manhole; as fugitive Harry evaded the police and tried to escape in the sewer maze, he was eventually caught and cornered like a rat in the bowels of Vienna
• Harry shot Sgt. Paine dead with the gunshots echoing off the tunnel walls; Lime was shot and wounded by Major Calloway as he scrambled away at the end of a tunnel; he crawled up a circular iron stairway to reach a grill-covered man-hole - his fingers clutched, curled, strained and poked through the sewer grill grating (filmed from the street level) as he desperately and vainly tried to push it up, but he had been weakened by his gunshot wound from Calloway and was unable to move the solidly-jammed grill cover and flee into the street

Chase After Harry Lime into the Sewer
		Holly Martins Joining in the Pursuit
Harry Lime - On the Run and Firing Back at Sgt. Paine
Harry Wounded and Struggling to Crawl Up a Circular Stairway to Man-Hole	Harry Trying to Push Open the Heavy Sewer Grating Cover Above Him	Lime's Fingers Extended Through Sewer Grating

• after taking the downed Sgt. Paine's gun, Martins noticed Harry at the top of the iron stairway beneath the grating, and found his old friend struggling there, in great pain and fear; Calloway shouted out from a distance: "Be careful, Martins. Don't take any chances, if you see him, shoot"
• Harry looked down and saw Holly looking up at him, and responded by wordlessly appealing to his friend Holly to shoot, making a wink-like gesture or nod; ironically, it had been left to Holly to mercy-kill his oldest friend; a gunshot sounded off-screen - and Calloway halted
• Holly's silhouette appeared at the end of the smoky tunnel - he had pulled the trigger and shot his friend dead - an ending typical of a Western tale; he had treacherously murdered and betrayed his oldest, closest and trusted friend [Note: The completed film, in retrospect, was Holly's new work of art - Holly had narrated his own story - and next novel, The Third Man.]

Classic Ending: Anna's Exit After Harry's 2nd Funeral - And Her Stoic Rejection of Holly Standing By the Side of the Road

• in the famed ending after Harry's second funeral and burial in the same cemetery that opened the film (it was a second funeral ceremony for Lime), the film concluded with an exquisite closing sequence; Holly attempted to say goodbye to Anna, who exited the graveyard on foot. Leaving the graveyard in Calloway's vehicle as before, Holly asked to be let out onto the road; he awaited her approach toward him down the tree-lined, empty cemetery avenue, but she deliberately walked by and stoically ignored him and continued on, passing by the awaiting Holly without paying any attention to him; he lighted a cigarette as the film faded out to black