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The Third Man

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United Kingdom


Film-Noir, Mystery, Thriller


The Third Man movie poster


Release date
2 September 1949 (1949-09-02)

Graham Greene (by), Graham Greene (screen play)

Initial release
August 31, 1949 (United Kingdom)

(Holly Martins), (Anna Schmidt), (Harry Lime), (Major Calloway), (Sergeant Paine), (Porter)

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Hunted by men...Sought by WOMEN!

The third man anton karas

The Third Man is a 1949 British film noir directed by Carol Reed and written by Graham Greene. It stars Joseph Cotten, Valli (Alida Valli), Orson Welles, and Trevor Howard. The film takes place in post-World-War-II Vienna. It centres on Holly Martins, an American who is given a job in Vienna by his friend Harry Lime, but when Holly arrives in Vienna he gets the news that Lime is dead. Martins then meets with Lime's acquaintances in an attempt to investigate what he considers a suspicious death.


The Third Man movie scenes

The atmospheric use of black-and-white expressionist cinematography by Robert Krasker, with harsh lighting and distorted "Dutch angle" camera technique, is a major feature of The Third Man. Combined with the iconic 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 Third Man movie scenes

Greene wrote the novella of the same name as preparation for the screenplay. Anton Karas wrote and performed the score, which featured only the zither. The title music "The Third Man Theme" topped the international music charts in 1950, bringing the previously unknown performer international fame. It is considered one of the greatest films of all time, celebrated for its acting, musical score and atmospheric cinematography.

The Third Man movie scenes

In 1999, the British Film Institute voted The Third Man the greatest British film of all time.

The Third Man movie scenes

The third man restored in stunning 4k trailer


Opportunistic racketeering thrives in a damaged and impoverished Allied-occupied Vienna, which is divided into four sectors, each controlled by one of the occupying forces: American, British, French, and Soviet. These powers share the duties of law enforcement in the city. American pulp Western writer Holly Martins (Joseph Cotten) comes to the city seeking his childhood friend, Harry Lime, who has offered him a job. Upon arrival he discovers that Lime was killed just hours earlier by a speeding truck while crossing the street. Martins attends Lime's funeral, where he meets two British Army Police: Sergeant Paine (Bernard Lee), a fan of Martins' pulp novels; and his superior, Major Calloway (Trevor Howard), who says Lime was a criminal and suggests Martins leave town.

An official of the British occupying forces (Wilfrid Hyde-White) subsequently approaches Martins, requesting that he give a lecture and offering to pay for his lodging. Viewing this as an opportunity to clear his friend's name, Martins decides to remain in Vienna. He receives an invitation to meet from Lime's friend, "Baron" Kurtz (Ernst Deutsch), who tells Martins that he, along with another friend, Popescu (Siegfried Breuer), carried Lime to the side of the street after the accident. Before dying, according to Kurtz, Lime asked Kurtz and Popescu to take care of Martins and Anna Schmidt (Alida Valli), Lime's actress girlfriend.

Hoping to gather more information, Martins goes to see Anna at her theatre, where she suggests in passing that Harry's death may not have been accidental. She then accompanies Martins to question the porter at Lime's apartment building. The porter claims Lime was killed immediately and could not have given any instructions to his friends before dying. He also states that Kurtz and Popescu did not move the body out of the street alone, but were helped by a third man. Martins berates him for not being more forthcoming with the police about what he knows. Concerned for his family's safety, the porter indignantly tells Martins not to involve him. Shortly afterwards the police, searching Anna's flat for evidence, find and confiscate her forged passport and detain her. Anna tells Martins that she is of Czechoslovak nationality and will be deported from Austria by the Russian occupying forces if discovered.

Martins visits Lime's "medical adviser", Dr. Winkel (Erich Ponto), who says that he arrived at the accident after Lime was dead, and only two men were present. Later, the porter secretly offers Martins more information but is murdered before their arranged meeting. When Martins arrives, unaware of the murder, a young boy recognizes him as having argued with the porter earlier and points this out to the gathering bystanders, who become hostile, and then mob-like. Escaping from them, Martins returns to the hotel, and a cab whisks him away. He fears it is taking him to his death, but takes him to the book club. With no lecture prepared, he stumbles until Popescu, in the audience, asks him about his next book. Martins replies that it will be called The Third Man, "a murder story" inspired by facts. Popescu tells Martins that he should stick to fiction. Martins sees two thugs approaching and flees.

Calloway again advises Martins to leave Vienna, but Martins refuses and demands that Lime's death be investigated. Calloway reluctantly reveals that Lime had been stealing penicillin from military hospitals, and selling it on the black market diluted so much that many patients died. In postwar Vienna, antibiotics were new and scarce outside military hospitals and commanded a very high price. Calloway's evidence convinces Martins. Disillusioned, he agrees to leave Vienna.

Martins visits Anna to say good-bye and finds that she also knows of Lime's misdeeds, but that her feelings toward him are unchanged. She tells him she is to be deported. Upon leaving her flat, he notices someone watching from a dark doorway; a neighbour's lit window briefly reveals the person to be Lime (Orson Welles), who flees, ignoring Martins's calls. Martins summons Calloway, who deduces that Lime has escaped through the sewers. The British police immediately exhume Lime's coffin and discover that the body is that of Joseph Harbin, an orderly who stole penicillin for Lime and went missing after turning informant.

The next day, Martins goes to Kurtz and demands to see Lime. Lime comes out to meet him and they ride Vienna's Ferris wheel, the Wiener Riesenrad. Lime obliquely threatens Martins's life but relents when told that the police already know his death and funeral were faked. In a monologue on the insignificance of his victims, he reveals the full extent of his amorality. He again offers a job to Martins and leaves. Calloway asks Martins to help lure Lime out to capture him, and Martins agrees, asking for Anna's safe conduct out of Vienna in exchange. However, Anna refuses to leave and remains loyal to Lime. Exasperated, Martins decides to leave but changes his mind after Calloway shows Martins the children who are victims of Lime's diluted penicillin, brain-damaged as a result of meningitis.

Lime sneaks out for his rendezvous with Martins, but Anna, still loyal to Lime, arrives and warns him off just in time. He tries again to escape through the sewers, but the police are there in force. Lime shoots and kills Paine, but Calloway shoots and wounds Lime. Badly injured, Lime drags himself up a ladder to a street grating exit but cannot lift it. Martins picks up Paine's revolver, follows Lime, reaches him, but hesitates. Lime looks at him and nods. A shot is heard. Later, Martins attends Lime's second funeral. At the risk of missing his flight out of Vienna, Martins waits in the cemetery to speak to Anna. She approaches him from a distance and walks past, ignoring him.


  • Joseph Cotten as Holly Martins
  • Alida Valli (credited as Valli) as Anna Schmidt
  • Orson Welles as Harry Lime
  • Trevor Howard as Major Calloway
  • Bernard Lee as Sergeant Paine
  • Wilfrid Hyde-White as Crabbin
  • Ernst Deutsch as "Baron" Kurtz
  • Erich Ponto as Dr. Winkel
  • Siegfried Breuer as Popescu
  • Paul Hörbiger as Karl, Lime's porter
  • Hedwig Bleibtreu as Anna's landlady
  • Robert Brown as British Military Policeman in Sewer Chase (uncredited)
  • Alexis Chesnakov as Brodsky (uncredited)
  • Herbert Halbik as Little Hansel - Boy with Ball (uncredited)
  • Paul Hardtmuth as the hall porter at Hotel Sacher (uncredited)
  • Geoffrey Keen as British Military Policeman (uncredited)
  • Eric Pohlmann as waiter at Smolka's (uncredited)
  • Annie Rosar as the porter's wife (uncredited)
  • Nelly Arno as Kurtz's mother (uncredited)
  • Karel Štěpánek as actor at Josefstadt Theatre (uncredited)
  • Joseph Cotten as the narrator (pre-1999 US version)
  • Carol Reed as the narrator (pre-1999 UK, and all post-'99 versions)
  • Charles Winchester as the Thug (Post-1999 UK, and all post-'99 versions)
  • Development

    Before writing the screenplay, Graham Greene worked out the atmosphere, characterisation and mood of the story by writing a novella. He wrote it as a source text for the screenplay and never intended it to be read by the general public, although it was later published under the same name as the film. In 1948 he met Elizabeth Montagu in Vienna. She gave him tours of the city, its sewers and some of its less reputable night-clubs. She also introduced Greene to Peter Smolka, the eastern European correspondent for The Times. Smolka gave Greene the stories about the black market in Vienna.

    The narrator in the novella is Major Calloway, which gives the book a slightly different emphasis from that of the screenplay. A small portion of his narration appears in a modified form at the film's beginning in Reed's voice-over: "I never knew the old Vienna". Other differences include both Martins' and Lime's nationalities; they are English in the book. Martins' given name is Rollo rather than Holly. Popescu's character is an American called Cooler. Crabbin was a single character in the novella. The screenplay's original draft replaced him with two characters, played by Basil Radford and Naunton Wayne, but ultimately in the film, as in the novella, Crabbin remains a single character.

    There is also a difference of ending. The novella's implies that Anna and Martins are about to begin a new life together, in stark contrast to the unmistakable snub by Anna that closes the film. Anna does walk away from Lime'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).

    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 Reed and David O. Selznick, who stubbornly refused to end the film on what they felt was an artificially happy note. Greene later wrote: "One of the very few major disputes between Carol Reed and myself concerned the ending, and he has been proved triumphantly right."

    David O. Selznick's contribution, according to himself, was mainly to have provided his actors Cotten and Welles and to have produced the US-version, less to the co-writing of the script with Reed and Greene.

    Through the years there was occasional speculation that Welles, rather than Reed, was the de facto director of The Third Man. In film scholar Jonathan Rosenbaum's 2007 book Discovering Orson Welles, Rosenbaum calls it a "popular misconception", although Rosenbaum did note that the film "began to echo the Wellesian theme of betrayed male friendship and certain related ideas from Citizen Kane." In the final analysis, Rosenbaum writes, "[Welles] didn't direct anything in the picture; the basics of his shooting and editing style, its music and meaning, are plainly absent. Yet old myths die hard, and some viewers persist in believing otherwise." Welles himself fuelled this theory in a 1958 interview, in which he said that he had had an important role in making The Third Man, but that it was a "delicate matter, because [he] wasn't the producer". However, in a 1967 interview with Peter Bogdanovich, Welles said that his involvement was minimal: "It was Carol's picture". However, Welles did contribute some of the film's best-known dialogue. Bogdanovich also stated in the introduction to the DVD:

    However, I think it's important to note that the look of The Third Man— and, in fact, the whole film—would be unthinkable without Citizen Kane, The Stranger and The Lady from Shanghai, all of which Orson made in the '40s, and all of which preceded The Third Man. Carol Reed, I think, was definitely influenced by Orson Welles, the director, from the films he had made.

    Principal photography

    Six weeks of principal photography was shot on location in Vienna, ending on 11 December 1948. Some use was made of the Sievering Studios facilities in the city. Production then moved to the Worton Hall Studios in Isleworth and Shepperton 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; most of the location shots used doubles for Welles. However, Reed claimed that, despite initial reluctance, Welles quickly became enthusiastic, and stayed in Vienna to finish the film. The crew sprayed water on the cobbled streets to make them reflect light at night.

    According to the recollection of assistant director Guy Hamilton, interviewed in 2015, Greene and Reed worked very well together, but Orson Welles "generally annoyed everyone on the set". His temporary absence forced Hamilton to step in as body double for him. Apparently, the filming of the sewer scenes was moved to studios in the UK as a result of Welles' complaints about shooting in the actual sewers.

    Reed had four different camera units shooting around Vienna for the duration of the production. He worked around the clock, using Benzedrine to stay awake.

    "Swiss cuckoo clock" speech

    In a famous scene, Lime meets with Martins on the Wiener Riesenrad, the large Ferris wheel in the Prater amusement park. Looking down on the people below from his vantage point, Lime compares them to dots, and says that it would be insignificant if one of them or a few of them "stopped moving, forever". Back on the ground, he notes:

    You know what the fellow said – in Italy, for 30 years under the Borgias, they had warfare, terror, murder and bloodshed, but they produced Michelangelo, Leonardo da Vinci and the Renaissance. In Switzerland, they had brotherly love, they had five hundred years of democracy and peace – and what did that produce? The cuckoo clock.

    Welles added this remark – 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" — in any event the idea is not original to Welles, acknowledged by the phrase "what the fellow said".

    The likeliest source is the painter James Abbott McNeill Whistler. In a lecture on art from 1885 (published in Mr Whistler's 'Ten O'Clock' [1888]), he 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 a 1916 reminiscence, American painter Theodore Wores said that he "tried to get an acknowledgment from Whistler that San Francisco would some day become a great art center on account of our climatic, scenic and other advantages. 'But environment does not lead to a production of art,' Whistler retorted. 'Consider Switzerland. There the people have everything in the form of natural advantages – mountains, valleys and blue sky. And what have they produced? The cuckoo clock!"

    This is Orson Welles (1993) quotes Welles: "When the picture came out, the Swiss very nicely pointed out to me that they've never made any cuckoo clocks", as the clocks are native to the German Black Forest. Writer John McPhee pointed out that when the Borgias flourished in Italy, Switzerland had "the most powerful and feared military force in Europe" and was not the peacefully neutral country it would later become.


    Anton Karas composed the musical score and played it on the zither. Before the production came to Vienna, Karas was an unknown performer in local Heurigers. According to Time:

    The picture demanded music appropriate to post-World War II Vienna, but director Reed had made up his mind to avoid schmaltzy, 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.

    According to Guy Hamilton, Reed met Karas by coincidence at a party in Vienna, where he was playing the zither. Reed brought Karas to London, where the musician worked with Reed on the score for six weeks. Karas stayed at Reed's house during that time. 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?"

    Differences between releases

    As the original British release begins, the voice of director Carol Reed (uncredited) describes post-war Vienna from a racketeer's point of view. The version shown in American cinemas cut 11 minutes of footage and replaced Reed's voice-over with narration by Joseph Cotten as Holly Martins. David O. Selznick instituted the replacement because he did not think American audiences would relate to the seedy tone of the original. Today, Reed's original version appears on American DVDs, in showings on Turner Classic Movies, and in US cinema releases, with the eleven minutes of footage restored. Both the Criterion Collection and Studio Canal DVD releases include a comparison of the two opening monologues.

    A new restored version of the film was released in the United Kingdom on 26 June 2015.


    In the United Kingdom, The Third Man was the most popular film at the British box office for 1949. In Austria, "local critics were underwhelmed", and the film ran for only a few weeks. Still, the Viennese Arbeiter-Zeitung, although critical of a "not-too-logical plot", praised the film's "masterful" depiction of a "time out of joint" and the city's atmosphere of "insecurity, poverty and post-war immorality". 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."

    Some critics at the time criticised the film's unusual camera angles. 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, Reed's close friend, 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?"

    Upon its release in Britain and America, the film received overwhelmingly positive reviews. Time magazine said that the film was "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." New York Times movie critic 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." One very rare exception was the British communist paper Daily Worker (later the Morning Star), which complained that "no effort is spared to make the Soviet authorities as sinister and unsympathetic as possible."

    Critics today have hailed the film as a masterpiece. Roger Ebert added the film to his "Great Movies" list and wrote, "Of all the movies that I have seen, this one most completely embodies the romance of going to the movies." In a special episode of Siskel & Ebert in 1994 discussing film villains, Ebert named Lime as his favourite film villain. Gene Siskel remarked that it was an "exemplary piece of moviemaking, highlighting the ruins of World War II and juxtaposing it with the characters' own damaged histories". James Berardinelli has also praised the film, calling the film a "must-see" for lovers of film noir.

    The film has a 100% rating on Rotten Tomatoes based on 76 reviews, with an average rating of 9.3/10 and the following consensus: "This atmospheric thriller is one of the undisputed masterpieces of cinema, and boasts iconic performances from Joseph Cotten and Orson Welles."

    Soundtrack release

    "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. Following its release in the US in 1950 (see 1950 in music), "The Third Man Theme" spent 11 weeks at number one on Billboard's US Best Sellers in Stores chart, from 29 April to 8 July. The exposure made Anton Karas an international star, and the trailer for the film stated that "the famous musical score by Anton Karas" would have the audience "in a dither with his zither".

    Awards and honours

    Academy Awards

  • Best Director (Carol Reed) - Nominated
  • Best Cinematography - Black and White (Robert Krasker) - Won
  • Best Film Editing (Oswald Hafenrichter) - Nominated
  • British Academy Film Awards

  • Best Film (Carol Reed) - Nominated
  • Best British Film (Carol Reed) - Won
  • Cannes Film Festival

  • Grand Prix (Carol Reed) - Won
  • Directors Guild of America

  • Outstanding Directing - Feature Film (Carol Reed) - Nominated
  • National Board of Review

  • Top Ten Films - Won
  • Besides its top ranking in the BFI Top 100 British films list, in 2004 the magazine Total Film ranked it the fourth greatest British film of all time. In 2005, viewers of BBC Television's Newsnight Review voted the film their fourth favourite of all time, the only film in the top five made before 1970.

    The film also placed 57th on the American Film Institute's list of top American films in 1998, though the film's only American connections were its executive co-producer David O. Selznick and its actors Orson Welles and Joseph Cotten. The other two executive co-producers, Sir Alexander Korda and Carol Reed, were Hungarian and British, respectively. In June 2008, the American Film Institute (AFI) revealed its 10 Top 10—the best 10 films in 10 "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. The film also placed 75th on AFI's list of 100 Years...100 Thrills and Harry Lime was listed as 37th villain in 100 Heroes and Villains.

    In the United Kingdom, films of this vintage are copyright protected as dramatic works until 70 years after the end of the year in which that last "principal author" died. The principal authors are generally the writer/s, director/s or composer/s of original work, and since in the case of The Third Man Graham Greene died in 1991, the film is protected until the end of 2061.

    This film lapsed into public domain in the United States when the copyright was not renewed after David Selznick's death. In 1996, the Uruguay Round Agreements Act restored the film's US copyright protection to StudioCanal Image UK Ltd. The Criterion Collection released a digitally restored DVD of the original British print of the film. In 2008, Criterion released a Blu-ray edition, and in September 2010, Lions Gate reissued the film on Blu-ray.

    On 18 January 2012, the US Supreme Court ruled in Golan v. Holder that the copyright clause of the American Constitution does not prevent the US from meeting its treaty obligations towards copyright protection for foreign works. Following the ruling, notable films such as The Third Man and The 39 Steps were taken back out of the public domain and became fully protected under American copyright law. Under current US copyright law, The Third Man remains under copyright until 1 January 2045.


    Cotten reprised his role as Holly Martins in the one-hour Theatre Guild on the Air radio adaptation of The Third Man on 7 January 1951. The Third Man was also adapted as a one-hour radio play on two broadcasts of Lux Radio Theatre: on 9 April 1951 with Joseph Cotten reprising his role and on 8 February 1954 with Ray Milland as Martins.

    A British radio drama series, The Adventures of Harry Lime (broadcast in the US as The Lives of Harry Lime), created as a "prequel" to the film, centres on Lime's adventures prior to his "death in Vienna", and Welles reprises his role as Lime. Fifty-two episodes 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 Third Man. Recordings of the 1952 episodes "Man of Mystery", "Murder on the Riviera", and "Blackmail is a Nasty Word" are also included on the Criterion Collection DVD The Complete Mr. Arkadin.

    A television spin-off starring Michael Rennie as Harry Lime ran for five seasons from 1959 to 1965. Seventy-seven episodes were filmed; directors included Paul Henreid (10 episodes) and Arthur Hiller (six episodes). Jonathan Harris played sidekick Bradford Webster for 72 episodes, and Roger Moore guest-starred in the installment "The Angry Young Man", which Hiller directed.


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