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Billion Dollar Brain is a 1967 Spy Film directed by Ken Russell, based on the novel by Len Deighton. It is the third of the Harry Palmer series starring Michael Caine, following Funeral in Berlin. Françoise Dorléac, Karl Malden, Oskar Homolka, and Ed Begley also star. It was the last theatrical movie of the series, followed by a pair of made-for-television films 18 years later.

Now a private detective, Harry Palmer receives a mysterious phone call from an anonymous client tasking him with transporting an apparently innocent Thermos flask to an old friend in Helsinki.

Palmer begins to question his friend's motives, and he quickly gets caught up in a conspiracy involving biological weapons and a megalomaniacal Texas oil billionaire who plots to overthrow Communism with the help of a powerful supercomputer.

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Billion Dollar Brain is the last film of actress Françoise Dorléac, who died several months before release in a car accident.


Billion Dollar Brain contains examples of:

  • Adaptational Name Change: Leo Newbigen was named "Harvey Newbegin" in the original novel.
  • Aluminium Christmas Trees: Suspicious about the package he's to deliver, Palmer puts the thermos into a pedoscope to get an X-Ray image of what's inside. Shoestores used pedoscopes to check the fit of shoes, before concern about cumulative radiation poisoning caused them to be abandoned.
  • Awesome Personnel Carrier: Midwinter's tanker-trucks are actually disguised troop transports for his Crusaders of Freedom, armed with machine-gun turrets and rocket launchers.
  • The Big Board:
    • Midwinter has the electronic version in his computer room.
    • The advance of Mindwinter's private army is shown being plotted by the Soviets on a large mapboard, shown by a single black counter marked with Mindwinter's symbol, with an array of red bomber-shaped counters being moved into position around it. After Midwinter's force is destroyed, Colonel Stok picks up the black counter and contemptuously tosses it over his shoulder.
  • Black Comedy:
  • Bothering by the Book: When Harry complains about Colonel Ross Trespassing to Talk, Ross explains he's already filled out the required paperwork and even gotten a search warrant from the police. After coercing Harry to work for him, he makes Harry swear an oath on the Bible and sign the Official Secrets Act.
  • Brick Joke: At the start of the movie, Ross offers Harry a pay upgrade of an extra 300 pounds per year. At the end of the movie Harry returns the eggs containing the virus and Ross promises to deliver...until he opens the case and finds it full of baby chicks put there by Stok as a joke. An embarrassed Harry suggests maybe 200 pounds?
  • Butt-Monkey: Poor Harry. He gets coerced by Ross into working for him, set up for death twice by his friend Leo, seduced by a Femme Fatale Spy, beaten up and shot at by Soviet troops and a mad Texas billionaire, and nearly gets himself killed trying to stop World War 3 only to find the Russians knew about the whole plot all along. And he doesn't even get the virus he was sent after; the box Anya and Stok gave him contained newly-hatched chickens.
  • Call-Back: Colonel Stok from Funeral in Berlin returns.
  • Can't Kill You, Still Need You: After Harry is framed as a Double Agent by Leo, he convinces Midwinter to spare his life because he's the best man to catch Leo before he escapes into the Soviet Union.
  • The Chessmaster:
    • General Midwinter. Subverted, since he's actually being undermined by his supposed allies.
    • Played straight with Colonel Stok. With Anya feeding him intelligence, he's able to get hold of the virus and lure Midwinter right into a trap.
  • Chummy Commies: Stok. He warns Harry he's walking into a trap and later gives him a ticket back to Helsinki instead of a one-way trip to Siberia. This backfires when Anya photographs Harry having a drink with Stok, and Leo later sends it to Midwinter, who is not inclined to think well of anyone friendly with the Communists.
  • Comedic Sociopath:
    • Midwinter. His borderline-genocidal ravings go from hilarious, to disturbing, to hilarious again.
    • Colonel Stok. The movie doesn't try to hide that he's a ruthless KGB agent, but he has a lot of fun doing so and even Harry quite likes him.
  • Computer Voice: The Brain communicates in the expected Machine Monotone of the era.
    Brain: Is-that-Palmer-private-detective-of-London-speaking-Conform?
  • Conspiracy Theorist: Midwinter is convinced Communists are single-handedly responsible for all of America's ills, including air pollution, much to Palmer's amusement.
  • Curb-Stomp Battle: With no uprising or biological outbreak to distract them, and Anya feeding them information on the entire plan, the Soviet military wait for Midwinter to launch his attack and bomb his army as they cross the ice, drowning them en masse.
  • Deadly Hug: Harry finds the corpse of his predecessor, half-naked with a small puncture mark in his back. Later after he returns alive from Latvia, Anya seduces him and tries to stab him in the back with a hairpin, but Harry is anticipating this.
  • Death Seeker: Leo just gives up when he realises that Anya has played him, and placidly goes along with Harry's desperate attempt to stop Midwinter, even though Midwinter will likely execute them both. Their car gets blasted by machine guns from Midwinter's vehicle before they even get to talk to him, and Leo is killed instantly.
  • Denser and Wackier: Compared to the gritty, grounded Stale Beer Flavored stories of the previous films, Billion Dollar Brain cranks the "wacky" dial up much higher, with a plot that involves supercomputers, Artificial Intelligence, and the series' first real supervillain—a wealthy industrialist trying to overthrow Communism with his own private army. A lot of this can be laid at the feet of director Ken Russell's considerably more eccentric sensibilities compared to his predecessors, but many of the zany plot elements were in Len Deighton's original novel.
  • Destroy the Evidence: Leo finds the punched card records ordering him to kill Anya and substitutes new ones. Unfortunately Midwinter catches him red-handed shredding the previous records.
  • Didn't Think This Through:
    • Palmer somehow thinking there was nothing suspicious about transporting a mysterious thermos filled with an unknown substance, at the behest of an anonymous voice on the phone.
    • General Midwinter never bothering to check if his subordinates were actually recruiting the hundreds of Latvian rebels he was telling them to, and failing to realize they were just embezzling from him. Then again, he isn't exactly a hundred-percent stable.
  • Femme Fatale Spy: Anya. She's Leo's mistress but seduces Harry the moment he turns up. She betrays Leo to the Soviets and Harry to Midwinter., and turns out to have been one of Stok's agents the whole time.
  • General Failure: Stok acknowledges that General Midwinter was brave and patriotic, the kind of person who is a great hero in wartime, but also derides him as foolish and unable to adapt to the complexities of the Cold War. In the end he only leads his men to their deaths.
  • General Ripper: General Midwinter is an absurdly wealthy Texan oil billionaire who commands a private army of mercenaries with the goal of overthrowing the Latvian government and, ultimately, Communism itself.
  • Good Wears White: Well General Midwinter would think so; his private army of Crusaders and their vehicles are all in snow camouflage.
  • Got Volunteered: Colonel Ross turns up in Harry's office and invites him back to work for British Intelligence in exchange for a pay rise. Harry is not impressed as he has no desire to work with Ross again. Later when Harry finds the body of the last agent Ross sent in, he's grabbed by Ross's men, whereupon Ross drops a strong hint that he'll turn Harry into the Finnish police as the murderer. Harry folds.
  • Improperly Placed Firearms: The Crusader army is equipped with World War 2-era MP-40 machine pistols and StG-44 assault rifles. While it fits A Nazi by Any Other Name trope, it's more likely because Finland had a large stash of firearms left over from when the country was allied to Germany during the war. Note that the Soviet driver who is ambushed by the Latvians is also equipped with an StG-44 in lieu of an AKM rifle.
  • Just Plane Wrong: The Soviet air force bombers are actually English Electric Canberras.
  • MacGuffin: The eggs containing a deadly virus meant to infect the Soviet bases on the day of the uprising.
  • Master Computer: The Brain which cost Midwinter a billion dollars, and is used to coordinate his business empire and his plans for the downfall of the Communist regime. It's portrayed by the latest in computer technology, a Honeywell 200 programmed with punched cards and magnetic reel tapes.
  • Mean Boss: Ross blackmails Harry into working for him, then throws him out of his car because he has to catch a plane and can't be bothered driving him back to the city. When Harry asks about a promised pay rise, Ross fobs him off implying he won't be getting it. As Harry faces a long walk across the ice he then gets showered by snow from a snow plow.
  • A Nazi by Any Other Name: Midwinter does the obligatory Motive Ranting against a montage of followers burning photographs of famous Communists, and gives a Rousing Speech against a background of a symbolic American eagle that looks a lot like a Reichsadler. His logo, placing an 'M' directly over a 'W', seems deliberately meant to resemble a swastika.
  • Non-Protagonist Resolver: All Harry does is run around trying not to get killed (no easy task, admittedly). Colonel Stok turns out to have been playing everyone the entire time. Probably the only reason he allowed Harry to run around at all was to encourage Mindwinter into rash action that would enable the Soviets to finish him off for good.
  • Oddly Small Organization: Harry is sent to contact the Crusade For Freedom organisation in Latvia only to find it consists of less than a dozen petty criminals and former Nazi collaborators like Dr. Eiwort. Mindwinter however thinks he has 300 professionally-trained saboteurs in Latvia, ready to launch an insurrection on his orders. Turns out Leo has been sending in false reports and pocketing the money. General Midwinter's strike force consists of hundreds of men (unlike usual for this trope, we do see a lot of them on-screen) but is nowhere near enough for what he's up against. Without air cover his force is massacred.
  • Private Eye: At the beginning of the film, Harry Palmer has left the intelligence business to become a poorly paid private eye handling sleazy divorce cases. He still refuses initially when Colonel Ross tries to recruit him back into British Intelligence, but to no avail.
  • Selective Obliviousness: Midwinter all the way. He refuses to believe Harry's warning that Leo has been lying about his non-existing insurgents even after Leo is revealed to be a traitor, merely advancing his timetable for the insurrection. When told there's no sign of the uprising on the radio, he tears up the report and says that the Communists are suppressing the news. As the Soviet air force is screaming in to annihilate his convoy, he refuses to take evasive action.
  • Scenery Censor: Anya and Leo naked in the sauna is strategically blocked by the large fur hat Harry is wearing.
  • Shooting Gallery: Harry Palmer is introduced to General Midwinter blazing away in his mansion's private indoor shooting range. Later when Harry is framed as a Soviet agent he's beaten up and dragged onto the range, where he has to talk Midwinter out of shooting him on the spot.
  • Shoot Your Mate: Leo is ordered by the Brain to shoot an opposition agent who will be waiting at a rendezvous point. She turns out to be his girlfriend Anya. Leo doesn't pull the trigger but reports to the Brain that he did, then sends Harry on an Uriah Gambit mission into Latvia so he won't tell anyone. He later reprograms the Brain to erase the order so it had never been given.
  • Shout-Out:
  • Spanner in the Works:
    • Midwinter brags that his billion dollar Master Computer is never wrong. Provided of course that accurate information is being fed into it.
    • Midwinter puts the computer room in Lock Down after seeing Leo on his camera trying to reprogram the Brain. However one door closes on a trolley that's being pushed through at the time, leaving a gap for Leo to escape through. He then enters a fire evacuation program into the Brain to open the other doors.
  • Spy Fiction: Oscillates between Stale Beer and Dirty Martini. On the one hand, the more flamboyant visuals place it closer to a Bond film from the same time period, and the technology on display borders into light Spy Fi. On the other hand, said tech, though certainly certainly advanced for the time, is far from implausible and practically quaint by today's standards. The titular "Billion Dollar Brain" is a roughly on par with real signals intelligence systems that would be in use just a few years later.
  • Super Drowning Skills: Thinking that his agents in the Soviet Union have successfully spread a debilitating virus, General Midwinter leads his private army in a charge across the frozen Gulf of Finland, intending to invade (and "liberate") Latvia; however, his "agents" never existed: and a Soviet Airforce bomber drops a massive "Blockbuster" bomb on the ice; and the entire army, including the General, die horribly, in an "hommage" to Sergei Eisenstein's "Alexander Nevsky".
  • You Have Outlived Your Usefulness:
    • When Harry refuses to go along with Leo's scheme, Leo arranges for Midwinter to get film of Harry drinking with Colonel Stok.
    • Leo is being led off by Midwinter's men when Anya guns them down and shouts for Leo to run and catch the train. As he does so however, she grabs the case holding the virus off him and gives Leo the boot, literally.
  • Trailers Always Lie: The trailer gives the impression the film is a science-fiction movie about an evil computer that attempts to take over the world; in fact it's about an British ex-MI5 agent who stumbles across a Texan oil billionaire's attempt to foment counter-revolution in Latvia, with the eponymous computer only appearing in one scene.
  • War Is Hell: The Crusaders die in a horrific fashion, fighting each other to cling to the slippery ice floes before sinking beneath the waves, while Mindwinter drowns still trapped in his own vehicle.
  • When Harry Met Svetlana: Subverted even though the man is called is Harry! Anya takes a shine to him right away in preference to the older Leo, but she's still a KGB agent doing her job.
  • With Friends Like These...: Leo calls Harry the one guy in the world he can call a friend, but that doesn't stop him from setting Harry up to be killed.
  • World War III: Palmer realizes Midwinter's plan would unavoidably cause this, and races against the clock to stop it.

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