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"Don't be so gloomy. After all, it's not that awful. 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 Switzerland they had brotherly love, they had five hundred years of democracy and peace, and what did that produce? The cuckoo clock."note 
Harry Lime
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The Third Man is a 1949 British Film Noir set in post-war Vienna, directed by Carol Reed from a story by Graham Greene and starring Joseph Cotten, Alida Valli, Trevor Howard, and Orson Welles.

Down-on-his-luck American writer Holly Martins (Cotten) arrives in postwar Vienna to meet with an Old Friend, Harry Lime (Welles), who has offered him a job. Unfortunately, the day Martins arrives, he finds out that Lime is dead.

Martins becomes entangled in a web of stories that make his pulp Westerns seem quaint in comparison. Investigating the death of his friend in order to clear his name from the selling of stolen and diluted penicillin he meets Lime's former love interest, a seemingly crooked cop, and a porter who has seen far too much. Martin's quest to clear the name of his friend drags him into dangerous territory and challenges his preconceived notions of good and evil.

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The story takes many of the tropes commonly associated with Film Noir and plays with them. The film is also famous for its hypnotic music score by zitherist Anton Karas (whose title theme became a huge hit).

Led to the Radio Drama series The Lives of Harry Lime. Welles based his film Mr. Arkadin on one of the plots from that radio show.

Be warned that, due to the nature of this film, there are some unmarked spoilers below.


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This film provides examples of:

  • Absurdly Spacious Sewer: The spacious sewers of Vienna play a vital role. The ending was largely shot in the city's real sewers, and features Harry being chased by a Real Life squad of policemen that existed for the sole purpose of patrolling its sewers!
  • Accidental Misnaming:
    • Martins keeps addressing Calloway as "Callahan".
      It's Calloway. I'm English, not Irish.
    • At several points Anna accidentally addresses Holly as "Harry."
  • Adaptational Nationality: Holly and Harry were both English in the original novella. In the film, they're American.
  • Adaptation Distillation: The final film discards the happier ending initially written by screenwriter Graham Greene and appearing in Greene's novella of the story. Greene later said he preferred the film's ending.
  • Adaptation Name Change: Martins' first name is changed from Rollo to Holly.
  • The Adjectival Man: The title of the film.
  • Amusement Park: Harry Lime gives the film's famous "cuckoo clock" speech inside the Ferris wheel at the city's Wurstelprater park.
  • Antagonist Title: The title refers to Harry Lime.
  • The Apocalypse Brings Out the Best in People: Harry Lime's cynical "cuckoo-clock" speech invokes this trope as a kind of defense and excuse for his actions. Not only saying that what he does is okay, but that it would possibly benefit civilization. Though given how his actions only benefit Lime himself, it's clear that the "cuckoo-clock" speech was only an attempt to manipulate Holly.
  • Artistic License – History: The famous cuckoo-clock speech is this:
    • For starters, the Borgia did not rule Italy for thirty years. They only ever ruled Rome and The Papal States, and, even then, Pope Alexander VI only had a term for 9 years; with his death, the Borgia were finished as a political entity in European politics. The Renaissance had begun and been ongoing for a hundred years at that point, and it was centered in Florence under the Medici which was a republic (albeit corrupt and oligarchical); that's where Leonardo, Michelangelo, Raphael and others all came fromnote . The Renaissance only spread to Rome after the Borgia were toppled, and, while Leonardo did fraternize with Cesare Borgia, his best works note  were commissions that preceded and succeeded that association.
    • Switzerland wasn't quite a cultural wasteland drudged by peace. It was the birth place and residence of mathematics geniuses like Leonard Euler and the Bernouli family as well as thinkers like Jean-Jacques Rousseau, Benjamin Constant, Germaine de Staël, and Carl Jung.
    • Moreover, for hundreds of years, the Swiss were not only at war with one another, but their main export was The Swiss Guard, some of the finest mercenaries Europe had ever seen, who still serve as the Pope's personal bodyguards to this day.
    • And, of course, the cuckoo-clock was invented in the Black Forest.
  • Badass Longcoat: Holly Martins, Major Calloway, and Harry Lime wear trenchcoats, longcoats, and plain old coats.
  • Big Bad: Harry Lime is actually the instigator of all the crimes that happen in the movie.
  • Big Entrance: Harry gets one of the best entrances in film history (Warning: MAJOR spoilers).
  • Big Shadow, Little Creature: Police on a night stakeout see a threatening shadow cast two stories high. It turns out to be a balloon peddler.
  • Bilingual Bonus: Sprechen Sie Deutsch?
  • Bittersweet Ending: Martins shoots his best friend and loses Anna in the process. It helps that his best friend was a complete sociopath who ran an underground penicillin racket that poisoned countless men, women and children. Suffice it to say the good guy won, but probably wished he'd never wandered into Vienna in the first place.
  • Black Market: The story deals with the black market in post-World War II Vienna.
    Opening narrator: I never knew the old Vienna before the war with its Strauss music, its glamour and easy charm. Constantinople suited me better.
    [Scenes of black market goods changing hands]
    Opening narrator: I really got to know it in the classic period of the black market. We'd run anything if people wanted it enough and had the money to pay. Of course, a situation like that does tempt amateurs.
    [Dead body seen floating in the river]
    Opening narrator: But, well, you know, they can't stay the course like a professional.
  • Book-Ends: The movie starts and ends with a funeral. Both funerals are for the same character, Harry Lime.
  • Breaking Speech: Lime gives a tremendously powerful one on the Ferris Wheel.
    Lime: Victims? Don't be melodramatic. Look down there. Tell me. Would you really feel any pity if one of those dots stopped moving forever? If I offered you twenty thousand pounds for every dot that stopped, would you really, old man, tell me to keep my money, or would you calculate how many dots you could afford to spare? Free of income tax, old man. Free of income tax — the only way you can save money nowadays.
  • Break the Cutie: Calling Holly Martins a cutie may be stretching it, but he has a pretty naive attitude about life before he brings Harry Lime to justice, which leaves him profoundly changed and possibly traumatized after all that he saw, and after all the times he narrowly avoided being murdered.
  • Broken Record:
  • Bullet Holes and Revelations: Holly and Harry have a stand-off on the stairs leading up to a manhole tunnel. They stare at each other, then it cuts to Captain Calloway hearing the gun go off and Holly comes walking down the sewer tunnel, alone.
  • Central Theme: Hypocrisy, of the Start X to Stop X type. Characters are forced to do the exact opposite of what they're trying to fulfill, showing the Crapsack World they live in:
    • To save Vienna, the Four Powers first have to bomb it.
    • The Four Powers distrust one another. To control Vienna, they have to renounce control and do Teeth-Clenched Teamwork. It doesn't matter if they want to be competent or not, their mutual distrust turns them into Obstructive Bureaucrats by default.
    Now the city is divided into four zones, you know. But the center of the city, that's international, policed by an international patrol, one member of each of the four powers... Wonderful! What a hope they had. All strangers to the place... and none of them could speak the same language... Except of course a smattering of German. Good fellows on the whole. Did their best, you know.
    • To help Vienna get needed supplies, a Black Market is established. This helps the Viennese population...but only the ones that can afford it, prompting Kill the Poor. Then some smugglers get greedy and, realizing the Black Market has a limited window of time before it definitively disappears, decide to maximize gains by dilluting penicillin. This results in Kill Them All.
    • Anna Schmidt's favorite way of facing a problem is to run away from it. This just leaves her with the same problem.
    • To avoid crossing the Moral Event Horizon of allowing Harry to continue with his penicillin racket, Holly Martins has to cross his a lesser horizon by betraying Harry to the police.
  • The Chase: The film climaxes with a chase into the sewers of Vienna as Harry goes on the run from the police.
  • Chekhov M.I.A.: Harry Lime is one of Holly's best friends and the person he came to Vienna to see, but he's absent for much of the movie due to his suspicious death. But who he was and what he did becomes key to the plot in the later half.
  • City of Spies: Post-war Vienna is a hotbed of intrigue (and zither music).
  • Coming-of-Age Story: Holly is something of The Pollyanna: the books he makes a living writing are escapist westerns with Black-and-White Morality. His naive search for justice in the death of his best friend forces him to come to terms with a Crapsack World.
  • Covers Always Lie: Many of the posters prominently feature Harry Lime (Orson Welles), even though the character is absent for much of the movie.
  • Crapsack World: What's really depressing is that it was shot on location in a bombed-out, post WWII-era Vienna.
  • Creepy Child: Probably not the intent, but the fact that the little boy is smiling while he's yelling about how he thinks Holly killed the porter is a little off-putting.
  • Cult Soundtrack: Probably the Ur-Example. It boasts a memorable score courtesy of Anton Karas' famous zither music, which sold millions and was even reused as the BGM of the radio series.
  • Deconstruction: Half the point of the movie is to question, dissect, and generally shred American notions of heroism.
  • Did Not Get the Girl: This scene was done so effectively that it's been given a Shout-Out in several later movies, including Martin Scorsese's The Departed, Robert Altman's The Long Goodbye, and The Coen Brothers' Miller's Crossing.
  • Didn't See That Coming: Harry can manipulate the police because he is The Chessmaster, and can manipulate Holly and Anna because he is a Manipulative Bastard; he could have gotten away with it if Holly didn't wise up at the worst possible moment for him.
  • Down the Drain: The climactic chase takes place in the Absurdly Spacious Sewer system of Vienna.
  • Dutch Angle: The film makes great use of tilted camera angles through the whole movie. After finishing the movie, Carol Reed was presented (either by the crew or a fellow director) with a spirit level to put on his camera in future projects.
  • Embarrassing Slide: Captain Calloway is about to show Martins a slide about incriminating evidence that Harry Lime willingly caused the deaths of countless penicillin recipients by watering it down. Instead... he accidentally shows an educational slide of an elephant intended for the Anglo-Austrian re-education programme.
    Calloway: (to his subordinate) Oh, Payne...
  • Emerging from the Shadows:
    • Harry Lime. Given the masterful use of shadows as one of his leitmotifs in the film, it may also serve as an accidental actor allusion.
    • Later on we get Calloway, Paine, and another soldier emerging from the shadows as they wait for Lime.
  • Face Death with Dignity: Wounded and thus unable to make it outside the sewers, Harry nods at Holly to finish him off. One thunderous gunshot later, and Lime is done for.
  • Fake Shemp: Orson Welles dithered on showing up to Vienna for filming, arriving two weeks after shooting started. To shoot around this, others dressed in Welles' costume (appropriately padded to approximate Welles' emerging girth) for long shots.
  • Faking the Dead: Take a wild guess.
  • Fatal Attraction: A rare male example: Holly arrives in Europe to discover that the man he's come to see is dead, and the police were investigating him. He spends the movie convinced that Harry must have been innocent, and was the victim of some underhanded police conspiracy. He learns later that not only is the man still alive, but he's an amoral Manipulative Bastard, responsible for everything the police believed him to be.
  • Ferris Wheel Date Moment: The film invokes this trope for emotional dissonance. Instead of romantic seclusion, the setting allows an open discussion of crime and murder. Also, Harry is exploiting this trope because wants to send Holly an Implied Death Threat because He Knows Too Much.
  • Film Noir: Something of a deconstruction of the genre. It's a dark, moody murder mystery, that's a dead ringer for the genre visually and with its plot (a man with a secret dark side is murdered). While the usual Noir stars a hard boiled cynic with good intuition facing off against a dark and uncaring world, the film features an idealistic Idiot Hero facing off against a dark and uncaring world, and finds the mystery more than he can handle.
  • Forgotten Theme Tune Lyrics: Adding lyrics made the Theme Tune into an actual song, not just a catchy zither riff.
  • Freeze-Frame Bonus:
    • At one point in the Vienna sewer chase, a painted "O5" can be seen briefly on a wall. This was the sign of an anti-Nazi resistance group in Austria during World War II. Most likely, that was not put there by the filmmakers.
    • The front of Lime's apartment building has a graffito of the circle + three slashes symbol used by the Iron Front, a 1930s paramilitary arm of the German Social Democratic Party aligned against monarchists, Stalinists, and the Nazis.
  • Gory Discretion Shot:
  • Happily Ever Before:
    • Inverted in an odd way — Graham Greene's novel, written at the same time as the screenplay, has a moderately happy ending.
    • A double inversion, actually. Producer David O. Selznick, who was known for happy Hollywood-style endings, insisted upon the bleak Did Not Get the Girl finale, even though screenwriter Greene, whose writing style was known for being incredibly depressing, originally intended to have the movie end with Anna embracing Holly after the funeral.
  • He Knows Too Much: Averted. After Harry makes an Implied Death Threat during his motive speech in the Ferris wheel, Holly tells Harry that the authorities already know that he's Not Quite Dead, so killing him wouldn't change anything.
  • How the Mighty Have Fallen: Baron Kurtz now works as a black marketeer in post-war Vienna.
  • Humans Are Insects: Harry Lime reveals his thoughts on humanity to Holly from atop the Vienna Ferris wheel while looking down upon the park visitors: "Look down there. Would you really feel any pity if one of those... dots... stopped living forever?" Seems Harry's got a touch of Nazi genocide fever. Class A Chaotic Evil — a calculating and intelligent villain with a wistful smile that marks the musings of a psychopath.
  • Humiliation Conga: Happens to the hero. Did we mention this is a Film Noir?
  • Idiot Ball: Holly Martins never met an idiot ball he didn't like. Unfortunately, he's usually not the one who pays for it. His outing of his only witness' identity to people who were likely complicit in the crime he's investigating is a highlight.
  • Implied Death Threat: Harry Lime casually opens the door of the Ferris wheel while discussing the fiscal worth of human life. Watching him carefully, Holly Martins gets a good grip on the doorframe.
  • Insert Cameo: Carol Reed's hands as Harry Lime's, grasping through the sewer grate.
  • It Is Pronounced "Tro-PAY": Dr. Winkelnote , not Winkle.
    Martins: (...) Is it possible that his death might have been not accidental? Could he... could he have been pushed, Dr. Winkle?
    Dr. Winkel: ...*Beat*... Vinkel. I cannot give an opinion.
  • Job Title
  • Kick the Dog: Lime shoots the relatively harmless Sergeant Paine when the poor sap stumbles towards him.
  • Kubrick Stare: Used by Baron Kurtz (albeit in a non-threatening context), making this trope Older Than They Think.
  • Leave the Camera Running: The last minute of the film shows Anna walking down a street towards Martins, but she then just walks right past him without a glance.
  • Leitmotif: The Harry Lime theme underscores the menace and charisma of Harry's presence in the film.
  • Licked by the Dog: Anna says her cat only liked Harry, and it's the cat jumping out the window and running out on the street that alerts us to Harry's return.
  • Masquerade: Holly poses as an active author to obtain favors while he's stuck in Vienna. It's noticeably easy for him, since he is a writer, but is actually occupied with the investigation of the suspicious and faked death of his friend, Harry Lime.
  • Mercy Kill: Lime wordlessly asks Martins to shoot him once it's clear there's no escape.
  • Mistaken for Special Guest: Martins is believed to be a more famous author by the character Crabbin. This is more developed in the novel, in which the rather macho Martins writes under a pseudonym who shares a surname with a famous novelist known for a "feminine" writing style (according to Word of God, the famous novelist was a No Celebrities Were Harmed version of the very gay E. M. Forster).
  • Multinational Team: The International Police patrolling Vienna was this by necessity. Each of the British, American, Soviet, and French occupying forces had to be represented, so no MP could roam around without being accompanied by the other three (in the movie, it becomes especially comical when several of those 'squads' are tasked with a simple and straightforward search of Anna's apartment; more than a dozen policemen end up crowding her small abode). And that's not even counting in the native Austrian police.
  • Murder Is the Best Solution: Lime is a strong adherent of this rule. While he doesn't believe murder's the best situation when he's trying to justify inducing meningitis and death in children, he personally threatens to throw Holly out of a Ferris wheel, and is implied to have thrown Porter to his death.
    • Even if Lime didn't kill Porter himself, the poor man's death is still an example.
    • The body in his grave was Joseph Harbin, an orderly who stole penicillin for Lime and went missing after defecting and going to the authorities.
    • He also just shoots Paine when he stumbles out in front of him.
    • And to be perfectly consistent, when he is trapped in Vienna's sewers, he agrees to Holly's Mercy Kill.
  • Nice Job Breaking It, Hero!: Holly badgers people he suspects of lying about the death of Lime and thinks are responsible for murdering him, yet he still tells these same people the identity of a witness who contradicts their story and everything about him. Unsurprisingly, this witness is murdered.
  • Not My Driver: Subverted. Holly thinks his cabby is abducting him and is working for the conspiracy because he Drives Like Crazy and doesn't answer any of his questions, but the guy's really just driving him to the lecture he was scheduled to do (and is extremely late for) and doesn't speak English.
  • Novelization: An unusual case, as Greene wrote the story as a novel first without any intent to publish it, believing that going straight to the screenplay format would make him lose the soul of his idea. It ended up being published a year after the film's release.
  • Oh, Crap!: The porter when he gets caught trying to help Martins with his investigation. It's the last time we see him alive.
  • Old Friend: A dark example. Holly goes to post-WWII Vienna to meet up with Harry, who ends up having become a child-killing criminal, and whose actions turn Holly from a jovial and semi-innocent guy into a severely depressed one.
  • Ooh, Me Accent's Slipping: Alida Valli (playing Anna) obviously believed that it it would be appropriate to use several English accents in her role as an east-European escapee of Communism; one time it's Russian, another time it's perfect British English, then it's German English, then one time it's American English, then Dutch English.
  • Opening Monologue: Done in the original UK release by director Carol Reed, and in the US version by Joseph Cotten.
  • Pet the Dog: 'Baron' Kurtz pets a dog while trying to confuse Holly Martins.
    • Calloway looks out for Holly and Anna numerous times in the film. He agrees to give safe passage out of Vienna for Anna. However, she incriminates herself when she warns Lime of the police's presence, which leads to a chase, Sergeant Paine's death, and Harry Lime's unceremonious execution.
  • Police Are Useless: Subverted. Holly is initially angry with the police for not taking his claims about Lime's murder seriously, and he yellos at them for prioritizing "minor" crimes like racketeering. However, Calloway and Paine are part of the reason Holly and the gang catch Harry Lime and they were more right than Holly was about the initial scenario.
  • Posthumous Character: Harry Lime is the central figure of the entire story, even though the movie's second scene is his funeral. Of course, he's not really dead...
  • P.O.V. Sequel: The screenwriter (author Graham Greene) wrote a book that was published to coincide with the film release with the British officer's POV.
  • Precious Puppy: The adorable puppy that just appears in one scene with Baron Kurtz.
  • Prequel: There was also a radio serial with Lime's exploits entitled The Adventures of Harry Lime, starring Welles.
  • Present Absence: Harry Lime is one of the most famous examples in all of cinema. His actions influence the story, yet he's barely in the film.
  • Putting on the Reich: Many modern viewers may have noticed that the Vienna policemen's uniforms are original Third Reich police and army uniforms with merely the swastikas removed. It's Truth in Television; the film was made in 1949, and the police and armies had not yet been issued any updated uniforms so early after the war (not even for the filming). These uniforms would remain until well into the 50s.
  • Pyrrhic Victory: Lime dies, Sgt. Paine dies, Martins Did Not Get the Girl, and said girl will most probably be deported back to Czechoslovakia to face Soviet law. Furthermore, the children who suffer from Lime's diluted penicillin will not get saved by Lime getting neutralized either. But hey, at least future patients will be safe from Lime's diluted medicines, and this counts as well!
  • Reality Has No Subtitles: Unsubtitled German dialog is famously used in order to emphasize how totally out of his depth Martins is when he visits Vienna.
  • Revolvers Are Just Better: Lime prefers a small, concealable revolver over the clumsy sawed-off, unwieldy assault rifle, or the cumbersome rifle that others carry in the film. The revolver that he carries helps him by allowing him to move fast, kill one of his pursuers, and almost get away from the police.
  • Scenery Porn/Scenery Gorn: The production put a genuine and bombed-out Vienna to good use. About the only scenes other than interior shots not filmed actually on location were some set in the Vienna sewers; even much of that sequence was actually filmed in those sewers (the Wienkanal storm-runoff system, to be precise), with the sewer cops being genuine off-duty Vienna sewer patrol officers. (Some shots were recreations due to Orson Welles being two weeks late for shooting — thereby missing the bulk of the chase sequence filming — and his unwillingness to go down into the sewers himself.) Even today, Vienna is not above exploiting the fame of the film to attract tourists.
  • Seen It All: Calloway seems unaffected by much of what he sees, save for the death of Sergeant Paine.
  • Shoo Out the Clowns: Sgt Paine, who has primarily been used for comic relief, is killed just before Holly has to kill his best friend.
  • Sissy Villain: Lime's associate Kurtz certainly has his share of signifiers.
  • Sliding Scale of Idealism vs. Cynicism: Very much on the cynical side.
  • Small Role, Big Impact: The chillingly evil Harry Lime is at the center of the plot but appears for less than 10 minutes on screen. Orson Welles plays him as just a normal guy you wouldn't look twice at, and takes three seconds in a search-light and a somewhat sheepish 'you caught me' grin to completely upstage Joseph Cotten's excellent performance and steal the film.
  • Soundtrack Dissonance: Anton Karas's bouncing melodies, happy harmonies, and general bright zither playing over the one of the bleakest, most cynical films ever made.
  • Spiritual Antithesis: The cynical, post-war antidote to the optimism and hope of Casablanca. It contains many of the same story elements and inverts them. Watch them back to back. It's amazing. And depressing.
  • Spiritual Successor / Spinoff: Welles later adapted three scripts he wrote for The Adventures of Harry Lime into the movie Mr. Arkadin.
  • Take Our Word for It: Used for excellent dramatic effect. Holly is finally convinced that his friend Harry Lime is completely evil and needs to be killed when he sees some of the children who took Lime's phony black market penicillin. We don't see the children, but from Holly's reaction, it isn't pretty, and probably far beyond what could be depicted onscreen at the time anyway.
  • Title Drop:
    Popescu: Can I ask, is Mr. Martins engaged in a new book?
    Holly: Yes, it's called The Third Man.
    Popescu: A novel, Mr. Martins?
    Holly: It's a murder story. I've just started it. It's based on fact.
  • Too Dumb to Live: Holly Martins, which is part of the point of the movie even though he survives. This is outright Lampshaded by Calloway, who says "[Holly] must have been born to get killed."
  • Vehicle Vanish: Before Holly can get Harry, a car speeds past him and Harry escapes into the night.
  • Virtue Is Weakness: Implicit throughout Lime's speeches to Martins, especially on the Ferris wheel.
    Lime: Victims? Don't be melodramatic. Look down there. Tell me. Would you really feel any pity if one of those dots stopped moving forever? If I offered you twenty thousand pounds for every dot that stopped, would you really, old man, tell me to keep my money, or would you calculate how many dots you could afford to spare?
  • Walking Spoiler: Harry Lime, seeing as throughout most of the movie, he's thought to be dead.
  • Watering Down: Harry dilutes penicillin to the point it is almost totally worthless, even fatal.
  • We Can Rule Together: Tries to convince Holly to join him, along with Anna.
  • Wham Shot:
    • The iconic shot of Harry grinning from the darkness.
    • The final shot of Anna walking by Holly, completely ignoring him.
  • What Is Evil?: The famous cuckoo clock speech, in which Harry defends his reprehensible actions by discoursing for a while on the nature of human weakness and virtue (Harry has little sympathy for either).
  • Wolverine Publicity: Orson Welles, who is only in the last 30 minutes of the film but is featured on many posters. Welles was a big star at the time.

Calloway: "Be sensible, Martins.'
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