The Third Man:

A Near-Perfect Movie

In continuation of our informal Orson Welles series, I think it’s appropriate to give a small nod to The Third Man, a film that became closely associated with him but to which his contribution was relatively small.

The Third Man, released in 1949 by London Films and directed by Carol Reed from a Graham Greene script, is an early and excellent Cold War thriller set in Vienna after World War II. The star is Joseph Cotten (Welles’ old friend from the Mercury Theatre and, of course, Citizen Kane), who plays Holly Martins, a down on his luck American novelist seeking fortune in the newly liberated Europe. Martins comes to Vienna ostensibly at the behest of his old friend Harry Lime, who claims to have a job lined up for him. Martins discovers almost immediately after stepping from the train that Lime is dead, under mysterious circumstances, and his amateur investigation of the death of Harry Lime leads him into a web of international intrigue and, most significantly, romance with Lime’s ex-girlfriend, an Austrian actress named Anna, played by Alida Vali.

[SPOILERS FOLLOW. This movie is almost 70 years old, but if you haven’t seen it, the surprise twist about 80% of the way through the film is one of cinema’s classic moments and I wouldn’t want to ruin it.]

All those who wish to remain unspoiled must await the next paragraph.

It turns out that Lime isn’t dead after all, and has faked a car accident, witnessed by a German caretaker who insists that, after seeing someone struck by a car in the street outside his apartment building, three men carried the body away. Martins was aware of and had spoken with two of the three men, but who was the third? (Here is where the film gets its title.) When Martins and Lime finally cross paths it is essentially only for one conversation. Welles, of course, is the surprise star as Lime (although his name is in the credits) and has one scene in which to establish his take on the character. He’s helped enormously by the fact that literally all of the plot activity up to that point has been concerned with his character. Welles milks his one moment for everything it’s worth, creating a character that extended long after The Third Man had left theatres, playing the sardonic, intelligent, ironic and thoroughly amoral Lime on the radio in many subsequent series for the BBC. The film ends with Martins and the authorities chasing Lime to his eventual death in the sewers of Vienna, and Martins leaving Vienna without ever having a job, or “the girl”.

There’s a great deal to be said about this film, but let’s start with Welles. Many Welles aficionados will know that he took this part strictly for the money, spending a couple of weeks shooting it and immediately turning around and putting the money back into his own production of Othello (discussed elsewhere). Barbara Leaming’s “authorized” biography from the early 1980s contain many anecdotes about the making of the film, but coming as they do from Orson himself, sometimes their veracity is questionable. One story is that Orson re-wrote most of his dialogue, including the entire famous speech where he makes the case for totalitarianism, claiming that all peace and equality ever produced was the Cuckoo Clock. He also claimed to have been so tired from shooting this film and his that he didn’t have the energy to seduce Alida Vali (all the boys had a crush on her).

Welles, like most actors, was bothered by the “size” of the role, thinking it was little more than a glorified cameo. But he liked to remember the famous (possibly apocryphal) story about the play “The Plot of Fu Manchu”, where every character talks about Fu Manchu for the whole play, and at the end of the play, an actor walks on stage and proclaims, “I am Fu Manchu!”, and the curtain drops. But, as Welles remembered, everyone in the audience walked out of the theatre saying, “Wow, the guy who played Fu Manchu was an incredible actor!” So, he accepted the role knowing somewhere in his heart of hearts that no matter how few scenes, the role would dominate the drama. He couldn’t have predicted that the film would have enormous success in Europe and the US, and for a while was the biggest grossing British film of all time. In Britain to this day, people associate Welles with Harry Lime. Even when Welles was given the AFI lifetime achievement award in the mid-1970s, he was played onto the stage to the strains of “The Third Man Theme”, that distinctive Zither music that comprised the unique soundtrack. This association bothered Welles to the end: this was Carol Reed’s film, he would always insist, and it starred Joseph Cotten. They were the ones who should get the credit for its success. But Welles couldn’t escape the role even close to 40 years later. (And many today still have the impression that he directed the movie.)

Welles was entirely correct: this isn’t his movie, but it’s a damn good one. In fact, it’s one of the Greatest: a truly perfect combination of noir sensibility, expressionist cinematography, unsurpassably brilliant writing from Greene, a colourful cast of supporting characters, humour, romance, wordplay, gunplay, intrigue and suspense. All this and Orson Welles too.

The 1940s was an era in cinema where miracles could happen. Stabilized technology, artful but professional direction and a stable of superb talent in every department (many of whom had fled Nazi Germany after the glorious silent days) produced films that were all good, and some were absolutely great. They made films steadily in those days, cranking out serials and film at an astounding rate in that pre-TV era. With so much talent in play at any given time, it was possible to assemble “dream teams”, often by accident. This was how Casablanca came to be, for example. And The Third Man is another of those almost perfect, superbly excellent films to emerge from the industrial energy of the times.

It’s really Joseph Cotten’s movie if we must hang it on one actor. Cotten was always one of my favourite actors, bringing warmth and heart and wit to all his roles. His performance as Jed Leland in Citizen Kane might be the strongest in the film, other than Welles. Later he was even better in The Magnificent Ambersons and did some astoundingly good work on stage in the 1930s. As Holly Martins, he’s effortlessly convincing as a gadabout American author, drifting from job to job and drink to drink, more educated than he needs to be, unlucky in love and possessed of a mischievous poetic soul: the quintessential film noir man. He has to pass through so many emotions during the course of this film, from eagerness to mournfulness to romance (ineffective but funny) and macho demonstrations (ineffective but funny). Cotten, his southern charm dialled to 11, carries it all off with grace. He’s more loveable than Bogart or Mitchum, less intimidating than Welles and much more down-to-earth and likeable in an everyman sort of way than someone like Clark Gable or Cary Grant. (Although of everyone I just name-checked, perhaps only Grant could have played the role well.)

Alida Vali’s Anna is the innocent victim of the film, and unlike so many American actresses of the day, she doesn’t bat her eyelashes and profess undying love through gauze filters. Vali plays Anna as a real person, with vulnerability and professionalism and toughness and a streetwise way of finding her way through the strange, twisted corridors of post-war life in Vienna. She actually loved Lime, but was betrayed by her. Attracted to a “bad boy” who will never love her back (although Welles adds a touch of drawing a heart quickly when Anna’s name is mentioned, suggesting that perhaps Lime did care for her after all), she accepts her tragedy. Anna also has to help the sometimes hapless Martins, particularly with his German, translating with a quiet efficiency.

But since this a movie from the 1940s (and sadly this would be even more of a requirement in today’s cinematic wasteland), there has to be a love story between the leading man and the leading lady. Only, in this movie, there isn’t exactly. Like Ilsa from Casablanca she is torn between two men, one exciting and the other doting, but unlike that Hollywood production, here she is free to say, “None of the above”. Greene boldly writes her as, I repeat, a real person. Anna has just had her heart broken by Harry Lime, and while she does find this Martins fellow handsome, charming and sweet, she simply isn’t ready for another relationship. In the film’s final scene, Martins waits for her and she walks right by: not ready yet. It’s realistic, consistent, poetic and true. Greene’s handling of the love story and the female character in the middle of this cold war thriller is truly remarkable and very progressive. The French New Wave directors picked up on this immediately and wrote some great female parts in the 1950s for Jeanne Moreau and others to play, but in the US, the ladies would have to wait. Some would say they wait still.

Beyond that (as if the film needed any more to recommend it), the supporting cast is wonderful but particular notice must go to Trevor Howard, who plays the droll British Major Calloway. Howard, a veteran actor whose career stretched back many years and forward almost as many (he had notable later appearances in Superman and even Gandhi) clicks right into place as the cynical, intelligent, practical Major investigating the Lime case. He, of course, takes an interest in Martins from the start, taking him under his wing in the very first scene and pressing him for any information about Lime. When Martins leads his own investigation into Lime’s death, Calloway repeatedly tells him to essentially calm down and move on. Calloway’s laid-back authority and articulate speech contrasts sharply with Martins’ directionless energy, fury and snark in what might be a good metaphor for Anglo-American relations in this period. Certainly a lot of the audience seeing this film in the late 1940s and early 1950s would have had the experience of meeting people from other nations in a military context. Calloway would have been a familiar type. But he’s not a stereotype: Calloway helps where he can, and doesn’t particularly like the job he’s been given. “It’s a nasty business, Martins,” he says, and that goes for his entire existence.

Carol Reed’s direction is so calm and assured that it’s almost invisible. Contrast this with Orson’s assertive style of directing, always reminding the audience that they’re watching a movie, and a Welles movie at that. Reed, on the other hand, just keeps things moving, uses some very creative angles, shoots one of the greatest chase scenes in the history of cinema and even narrates the opening section. (Some cuts don’t feature Reed’s voice over, but the Criterion edition in circulation does.)

We have already touched on Graham Greene, and nobody has to sell his literary credentials, but we should note that this a film with a wonderful sense of language, along with everything else. Characters speak German, English and Russian with no subtitles, and constantly make little linguistic jokes like Martins’ repeatedly calling Calloway “Callahan”, which is met by the curt response, “I’m English, not Irish.” Speaking another European language was, of course, part of the landscape of Cold War spy cinema, but this is an early example, and along with the portrayal of the female lead character, it’s the most obvious thing that gives this away as a European, not American, film.

There are those who call The Third Man a “perfect movie”. (Some of them write for Sequart.) That’s a challenging bar to clear, but I would say that this film achieves everything it sets out to do, with excellence, demonstrates grace and agility, wit, action and heart and delivers on its genre expectations and more. It’s rightfully regarded as a classic, and while it may have some flaws (I can’t think of any, but they may be there), it remains one of those superb post-war cinema productions that any serious fan of cinema can’t afford to miss.

[If you'd like to see this film, make sure to seek out the restored 104 minute cut, currently distributed by Janus Films. The 99 minute cut is still good, but the full restoration is how the film should be seen.]

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Independent scholar Ian Dawe has been writing for Sequart since November 2013. Before that, he had a mixed background, initially in science (Molecular Biology and Biochemistry), where he earned an MSc from Simon Fraser University and then an MA in Film from the University of Exeter in the UK. He spent a decade teaching at the college level, delivering courses in Genetics, Biochemistry, Cell Biology, Biological Anthropology and Film History. His academic work includes peer-reviewed papers on the work of Alan Moore, Harvey Pekar for Studies in Comics and a dissertation on Terry Gilliam for the University of Exeter. He has presented papers at several major academic conferences including Slayage 2014, Magus: Transdisciplinary Approaches to the Work of Alan Moore in 2010 (in the wizard's hometown of Northampton), Comics Rock and the International Conference of the Humanities in 2012, and at the Southwest Popular Culture Association Conference in Albuquerque, New Mexico in 2014 and 2015. He has contributed to several books, including a chapter about the TV show Archer in "James Bond and Popular Culture" and two chapters on Breaking Bad for "Breaking Bad and Masculinity", both now available from McFarland. At Sequart, he has authored a chapter for New Life and New Civiliations: Exploring Star Trek Comics, A Long Time Ago and two more upcoming books on Star Wars comics. He has also contributed to books on Alan Moore and 1970s Horror Comics. He is currently planning a full-length book on Better Call Saul. Ian currently lives in Vancouver, BC.

See more, including free online content, on .

Also by Ian Dawe:

The Cyberpunk Nexus: Exploring the Blade Runner Universe


A More Civilized Age: Exploring the Star Wars Expanded Universe


A Galaxy Far, Far Away: Exploring Star Wars Comics


A Long Time Ago: Exploring the Star Wars Cinematic Universe


New Life and New Civilizations: Exploring Star Trek Comics



  1. Ian writes, “There are those who call The Third Man a “perfect movie”. (Some of them write for Sequart.)”

    Aw, who cares if it’s embarrassing? I’ll ‘fess up. I’m the one who called it “perfect.” Did it in a tweet, but I’ll stand by it. Gotta live a little rhetorically reckless sometimes. Otherwise, you just wind up making cuckoo clocks.

  2. Ian Dawe says:

    I’m glad you’re standing by your tweet!I just don’t like using words like “perfect”… There’s a touch of hubris in there, but it’s not like the movie doesn’t deserve such praise. I’d only say “perfect” if we can agree that there’s more than one, and probably several, films that can also use the title. It’s “a” perfect movie, not “the” perfect movie.

    You punk-rock rhetorician, you…

  3. We watched this one in my high school English class, and I’ve been in love with it ever since. For Orson fans, check out these free audio interviews from the 70s. His “War of the Worlds” radio broadcast is on there too

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