Carol Reed’s ‘The Third Man’: How Orson Welles Stole a Show He Was Barely In


By Koraljka Suton

Filmmaker Carol Reed, hailed as one of the greatest U.K. directors, became famous in the late 1930s and 1940s with motion pictures such as Night Train to Munich (1940), Odd Man Out (1947) and The Fallen Idol (1948), a movie which marked his first collaboration with writer and former spy Graham Greene, who co-wrote the screenplay based on his own short story The Basement Room (1936). In light of their successful collaboration—The Fallen Idol won the BAFTA Award for Best British Film and gained Oscar nominations for Best Director and Best Adapted Screenplay—the director and author would join forces two more times, working together on the critically acclaimed film noir The Third Man a year later and the spy comedy Our Man in Havana in 1959. And while the latter was based on Greene’s 1958 novel of the same name, the origin story behind the screenplay for The Third Man is precisely that—a compelling story in its own right. At the beginning of 1948, head of British-Lion and London Film Productions Sir Alexander Korda, who had introduced the director and the novelist prior to their first collaboration, tasked Greene with doing research on and writing “an original postwar continental story to be based on either or both the following territories: Vienna, Rome.” That Reed would direct the future feature film was already set in stone, so Greene traveled to post-WWII Vienna, which was divided into four Allied zones. But twenty years prior to the journey he embarked on with the intention of coming up with a narrative for Reed’s new movie, the author had an idea, one that he had written down on the flap of an envelope: “I had paid my last farewell to Harry a week ago, when his coffin was lowered into the frozen February ground, so that it was with incredulity that I saw him pass by, without a sign of recognition, among the host of strangers in the Strand.”

This single sentence lay waiting for years until the time was ripe enough for it to be brought to fruition. Greene had, in his own words, pursued the character of Harry, so when Korda commissioned a screenplay for Reed’s next movie, the novelist had nothing but the sole paragraph to offer. Although the producer wanted a story about the occupation of Vienna, he was willing to allow the author to trace Harry and see where it would lead him. Once Greene was in Austria, the story that had thus far existed as a mere thought hastily written down on an envelope that was almost thrown away began to emerge and take form. Korda’s representative Elizabeth Montagu showed the author around Vienna, taking him to both the ruins and the parts of the city that were still standing. According to her, Greene fell deeply in love with the Austrian capital. She introduced him to individuals that would ultimately aid him in doing his research—journalist Peter Smollett brought the city’s sewers to the novelist’s attention and British military officials told him about the black market and the tensions between the Allied forces.

After two months, Greene left Vienna to go to Italy, not to do research on Rome, as Korda might have expected, but to write down the story that presented itself to him as a result of both his time spent in Vienna and his desire to follow the character of Harry and bear witness to his fate. In Reed’s The Third Man, we follow American pulp western writer Holly Martins, an alcoholic who arrives in postwar Vienna by train, with the intent of starting a job his childhood friend Harry Lime had promised him. But upon arrival, Martins is informed of an accident that presumably took Harry’s life. A lot of the elements pertaining to his friend’s untimely death do not seem to add up and Holly’s heart is set not only on getting to the bottom of the case, but also on Harry’s former lover, an actress named Anna. Had Martins known what he would be getting himself into, he probably would not have started asking around, for the truth about his dear friend Harry turns out to be a pill that is not easy to swallow.


Although initially intended to be only a movie treatment, Greene’s story The Third Man was later published in the form of a novella. There ultimately ended up being more than a few differences between the source text and its film adaptation—the main character’s name Rollo Martins was turned into Holly Martins, Holly and Harry were turned into Americans, whereas in the novella they were Brits, the narration by Major Calloway was omitted and the ending itself was altered. One of the people opposing Greene’s happy ending was Reed himself. The other was David O. Selznick, an American producer who agreed to co-produce four films with Korda. Selznick’s job was to cast Hollywood stars and provide the money, whereas Korda’s London Film Productions was to make the movies in question, with The Third Man being the first of the four films. Despite the fact that both Reed and Greene would later on paint Selznick as a film mogul who did not contribute to the movie creatively, it can very well be argued that his input in the form of a less-than-happy ending was nothing short of crucial—without it, the film would not be nearly as dramatically poignant and well-rounded as it is, but would instead pander to lovesick audiences, whilst abandoning all logic and character development that had been established beforehand. And yet, his other contributions were nowhere near as enticing—he removed eleven minutes of scenes, so as to make Holly more of a hero, and less of an alcoholic, as well as cut the opening narration, which was delivered by Reed himself. Lucky for cinephiles everywhere, Reed’s version has been restored for home video releases.

Aside from meddling with both plot and editing, Selznick also had his ideas when it came to casting. The producer insisted that the character of Anna be played by Italian actress Alida Valli, whereas the character of Holly was to be portrayed by Joseph Cotton, a decision Selznick made after Cary Grant had removed himself from the equation. When it came to the role of the elusive Harry, Reed wanted none other than Orson Welles to take it on, but Selznick stopped him in his tracks yet again—deeming the actor “box office poison”, the producer wanted them to steer clear of Welles and rather go with the English actor Noël Coward. Robert Taylor, David Niven and Robert Mitchum were also taken into consideration, before Selznick finally gave in and agreed to cast Welles as the charismatic antagonist. Location filming in Vienna could finally commence in the autumn of 1948. Shooting simultaneously with three units so as to save time and wrap everything up in just five weeks’ time, Reed got addicted to Dexedrine, which ended up getting him through the 20-hour days.


I suffered a lot of opposition going to Vienna with ‘The Third Man.’ In those days, one didn’t take actors on location. But here’s an example of the way finance does dominate the business. If you’ve got five weeks on location, you know you’ve got to get all your shots in that period. We had a day and a night unit. The actors we used at night didn’t work in the day and vice versa. We worked from eight p.m. to five a.m. then went to bed, got up at ten a.m. worked with the day unit until four, and then went back to bed until eight. That way we got double the work done in the same time. It’s a bit of a rush, but it’s better to rush than not get it all and have to match things in the studio.Carol Reed

Apart from the hectic schedule, Reed also had a certain amount of trouble with the actor he fought so hard to get. Because Welles was not able to arrive in Vienna on time, the director was forced to shoot everything he could with a stand-in. But when the actor finally did come by morning train, the first scene he filmed was done and over with by nine o’clock. He then went to the hotel to get breakfast and was expected to meet the director, cast and crew in the sewers. According to Reed, Welles was reluctant at best when it came to shooting the iconic scene, proclaiming that he was from California and that his throat hurt. He then asked Reed if someone else could do the scene in his stead.

“Orson, Orson, we’re lit for you. Just stand there.” “All right, but do it quick!” Then he looks off, turns away, and runs off into the sewers. Then all of a sudden I hear a voice shouting. “Don’t cut the cameras! Don’t cut the cameras! I’m coming back.” He runs back, through the whole river, stands underneath a cascade over his head (this out of camera range, mind you!) and does all sorts of things, so that he came away absolutely dripping. “How was that?” he asks. “Wonderful Marvelous!” I said. “Okay. I’ll be back at the hotel. Call me when you need me.” With Orson you know, everything has to be a drama. But there were no arguments of any sort at all.Carol Reed


All the drama aside, what Welles did was provide a performance so captivating, that he managed to dominate the movie even when he was not in it. And in his case, he was absent from the first two-thirds of The Third Man. As Martin Scorsese put it: “It’s not just a dramatic revelation—there’s something about Orson Welles’ smile at that point that shifts everything to another level, and it sustains no matter how many times you see it. Welles comes into the picture about halfway through. That’s the first time you actually see him, after you’ve spent so much time picturing him in your mind because everyone has been talking about him and thinking about him. So that might be the best revelation—or the best reveal, as they say—in all of cinema.” Welles is a perfect example of stealing a show you are barely in, courtesy of not just his undeniable acting prowess, but also Greene’s intelligent storytelling and sharp writing, as well as Reed’s impeccable directorial eye. Every plot thread and character in Reed’s movie revolves around Harry Lime, orbiting him the way the Earth orbits the Sun.

We do not get the satisfaction of seeing him as early as we would like to, but that just makes the reveal all the more thrilling. Welles’ Harry looms like a menacing shadow over the main characters, inhabiting their every thought, the mere notion of him and his existence, i.e. perceived lack thereof steering their actions and controlling their urges. We sense his presence before we ever get to lay eyes on him, because the characters, primarily Holly Martins, keep resurrecting him at every turn. But they cannot help it, for Holly and the others are defined by their relationship to Harry, designed to function as pawns whose purpose is to either help and love him or loathe and bury him. Interestingly enough, Holly is the only one who gets the chance to experience both polarities and as such, paves our way towards a better understanding of who Harry Lime actually is.


Given the intense foreplay provided to us by the other characters and the narrative itself, the more Harry is absent from the screen, the less we can wait to finally rendezvous with him. The more he is absent from the screen, the greater the impact he makes when he finally does appear, instantaneously exceeding all of our expectations. So appealing was Welles and so fantastic was the way The Third Man was made, that many people assumed Welles was the movie’s real director. Although the myth prevailed, it has been debunked time and time again. But what the actor did do was contribute to one of the film’s most memorable speeches. It is said that during the shooting of that particular scene, timing required for there to be another sentence inserted. That is when Welles came up with the following, claiming that the lines stem from “an old Hungarian play”: “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 500 years of democracy and peace, and what did that produce? The cuckoo clock.”

If Reed’s directing, Greene’s writing and the cast’s performances were the only outstanding elements of The Third Man, that would be quite enough for it to be considered one of the greatest films ever made— in 1999, the British Film Institute (BFI) called it the #1 British Film of the 20th Century and the AFI proclaimed it the 57th best American movie the year before. But there are two other factors that absolutely must be taken into account— the score and the cinematography. Looking for music that would serve as a reflection of postwar Vienna, Reed wanted to avoid the use of sentimental waltzes and accidentally stumbled upon the perfect person to provide the score for his film. The director heard unknown Austrian musician Anton Karas’ music at a production party and promptly asked him to come record demos in his hotel room. Once the movie was shot, Karas traveled to London to write and record the score. The chilling music was performed on a zither and became such a seminal part of the movie and its atmosphere that the instrument was even used in one of its taglines (“He’ll have you in a dither with his zither.”) When the film was released, “The Harry Lime Theme” became an unexpected smash hit and sold 500,000 copies by the end of 1949 and stayed on top of the Billboard chart in the United States for eleven weeks in 1950.


Although receiving only three Academy Award nominations in 1950 (Best Director, Best Film Editing and Best Cinematography), The Third Man did earn a win. Australian Robert Krasker, who had previously worked with Reed on Odd Man Out, rightfully took home the golden statuette. His expressive black and white cinematography contributes to the prevailing gloomy mood of Reed’s picture thanks to Krasker’s usage of wide-angle lens distortions and Dutch camera angles. Surprisingly enough, one of the rare straight shots in the movie was not filmed by Krasker, but rather by German cameraman Hans Schneeberger, who was left uncredited. The shot in question is the very last one, depicting the ending that was once meant to be a happy one. The characters of Holly and Anna last see each other in the same place where they had first seen each other, thus providing a somber closure to a tale that was not destined to end any other way.

Koraljka Suton is a member of the Croatian Society of Film Critics and has a master’s degree in German and English. For her thesis, she did a comparative analysis of Spielberg’s ‘Band of Brothers’ and ‘The Pacific’. Koraljka trained at a Zagreb-based acting studio for six years and fell in love with Michael Chekhov and Lee Strasberg’s acting techniques. She is also a contemporary dancer and a Reiki master who believes in the transformative quality of art. Read more »


To me it is almost impossible to write a film play without first writing a story. Even a film depends on more than plot, on a certain measure of characterization, on mood and atmosphere, and these it seems to me almost impossible to capture for the first time in the dull shorthand of a script. One can reproduce an effect caught in another medium but one cannot make the first act of creation in script form. One must have the sense of more material than one need to draw on. The Third Man, therefore, though never intended for publication, had to start as a story before it began those apparently interminable transformations from one treatment to another. On these treatments Carol Reed and I worked closely together, covering so many feet of carpet a day, acting scenes at each other. No third ever joined our conferences: so much value lies in the clear cut-and-thrust of argument between two people. To the novelist, of course, his novel is the best he can do with a particular subject; he cannot help resenting many of the changes necessary for turning it into a film or a play. But The Third Man was never intended to be more than the raw material for a picture. The reader will notice many differences between the story and the film, and he should not imagine these changes were forced on an unwilling author: as likely as not they were suggested by the author. The film, in fact, is better than the story because it is in this case the finished state of the story. —Graham Greene


One of the best film noir screenplays ever written. Screenwriter must-read: Graham Greene’s screenplay for The Third Man [PDF]. (NOTE: For educational and research purposes only). The DVD/Blu-ray of the film (beautifully restored in 4K for the first time) is available at Amazon and other online retailers. Absolutely our highest recommendation. The Third Man is screening at BFI Southbank in London, 6-12 September, followed by a one day nationwide release on 29 September.

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He didn’t improvise the whole speech. He came out with the line [about the] “cuckoo clock”. But nobody knew what was going to come out of his mouth. That was done by the first unit on the set. And he was trying to rewrite that bit, or mess about with it, and that came out in the end. But he certainly did not write the script in any way. It was Graham Greene’s script, and he only has that one big scene in the film where he talks on the wheel. The cuckoo clock line, he can have that one. But most of the scene was Graham Greene’s.Memories from the set from script supervisor Angela Allen

The original script pages for the classic ferris wheel scene—without the ‘cuckoo clock’ improvisation, courtesy of British Film Institute, BFI National Archive.


There’s some truth in an old saying: ‘Movies aren’t written—they’re re-written, and re-written and rewritten.’ Graham Greene, when discussing his screenplay entitled The Third Man that he wrote for producer Alexander Korda and director Carol Reed, has said something very near to this. Moreover, close examination of his original—of the published screenplay and of footnotes to it that indicate subsequent alterations and the changes between the text and the film itself—provides one of the very best accounts that is available of the complex and sometimes mysterious process of the evolutionary stages of the work done by a writer and director. —Alexander Mackendrick, From Book to Screen: The Third Man


Excerpt from the interview with Carol Reed in the book Encountering Directors by Charles Thomas Samuels (1972).

You’ve said that much of the excellence of The Third Man is due to location shooting. If you had your choice, would you shoot everything on location?
Yes. I suffered a lot of opposition going to Vienna with The Third Man. In those days, one didn’t take actors on location. But here’s an example of the way finance does dominate the business. If you’ve got five weeks on location, you know you’ve got to get all your shots in that period. We had a day and a night unit. The actors we used at night didn’t work in the day and vice versa. We worked from eight p.m. to five a.m. then went to bed, got up at ten a.m. worked with the day unit until four, and then went back to bed until eight. That way we got double the work done in the same time. It’s a bit of a rush, but it’s better to rush than not get it all and have to match things in the studio.

Despite your expressed admiration for producers, you’ve often acted in that role yourself. Why?
Because on those particular pictures I didn’t need a producer, the money was set. But a producer can be very valuable. I’ve never had problems with producers except when they’ve tried to rush me. Some producers are inclined to do that even when they know you’re not behind because they hope to earn some time in case you fall back. When they do that to me, it has the reverse effect.

How much supervision do you give your editor?
I edit as I go along—during the lunch break. I never take lunch in the studio; I don’t like to sit down or see anyone else sitting down. I feel more lively when I stand. I go into the cutting room at one every day to see the previous day’s rushes. Then each Saturday I work with the editor (if we’re not shooting) so that the final cut only takes two days after shooting’s done.

Your editing is very brisk.
David Lean told me I cut too much.

He cuts too little. Tell me, why did you use Robert Bearing to edit so many of your films?
I had no control. He was chief editor for all films made at Gainsborough. I didn’t get on with him.

Could he change your work?
It was such a different business then. Bob Bearing was inclined to resent directors. Very often I wasn’t even invited to see the editing. But a director must work with his editor. Directing is conveying to actors what you had in mind while working with the author. After that, the editor must understand not only what you did on the floor, but what the author had in mind—a man the editor’s never even met.

Let’s move from technique to content for a minute. Although several of your films are outstanding, they rarely move outside traditional practices—except one in particular. You like unhappy endings (that’s why I find The Fallen Idol case puzzling). Is this a conscious rebellion against commercial formulas?
You must always do as you like, gambling on the possibility that what you like is also commercial. I used to be very much criticized for ending my films unhappily. At one time, it was thought that every picture must end with an embrace so that the audience could go out happy, but I don’t think that’s what it did. A picture should end as it has to. I don’t think anything in life ends “right.” The ending of The Fallen Idol is only partly happy. After all, the boy is now finished with the butler, although he used to adore him. In The Third Man, Graham Greene wanted Joseph Cotten to overtake Valli in that car; then the film would finish with the couple walking down the road. I insisted that she pass him by. David Selznick had some money in the film (I think it took care of Cotten and Orson Welles’ valet). I must say he was very nice and appreciative about the picture as soon as he saw it, but he said, “Jesus, couldn’t we make a shot where the girl gets together with the fella?” “It was in the original script,” I said, “But we chucked it out. I’m not sure if it was a good idea.” But I mean, the whole point with the Valli character in that film is that she’d experienced a fatal love—and then along comes this silly American!

Whose idea was it to cast Orson Welles as Harry Lime?
Mine. I was having dinner one night with Orson. I’d just gotten the synopsis from Graham Greene, which I thought was all right, so I told Orson that there was a wonderful part in it for him. He asked to read it, but I said, “Look, the script’s not ready yet, but I’m sure you’ll like it even though you don’t come on until halfway through.” “I’d much rather come in two-thirds of the way through,” he replied. After a week, I got Greene’s treatment, which I accepted. By this time David Selznick wanted me to do Tess of the D’ Urbervilles, which I wasn’t very keen on. He had a script, which we both thought was pretty bad, so I asked him to have work done to it and meanwhile let me go ahead with The Third Man, since it was something we could knock off quickly. I said I wanted Orson and Cotten, who I knew was under contract to Selznick, as was Valli. “Cotten and Valli you can have,” he said, “but you can’t have Orson.” I asked why, knowing very well that Orson wasn’t under contract to him and that he preferred me to use someone who was. Besides that, I think Orson one day had made a pass at Jennifer or something. Selznick was very strong on Noel Coward’s playing Harry, but of course that would have been disastrous. It went on and on. When I started the film, Selznick was still going on about Noel. Alexander Korda, the producer, didn’t care, however, so in the end I got Orson.

What was Welles like to work with?
Wonderful! Marvelous!

He didn’t try to direct himself?
He was difficult only about the starting date, telling me how busy he was with this and that. So I said, “Look, we’re going on location five weeks. Any week—give us two days’ notice—we’ll be ready for you. And give me one week out of seven in the studio.” He kept to it. He came straight off the train in Vienna one morning, and we did his first shot by nine o’clock. “Jeez,” he said, “this is the way to make pictures!” He walked across the Prater, said two lines to Cotten, and then I said. “Go back to the hotel, have breakfast; we’re going into the sewers, and we’ll send for you.” “Great! Wonderful!” He comes down into the sewers and says, “Carol, I can’t play this part!” “What’s the matter?” “I can’t do it. I can’t work in a sewer. I come from California! My throat! I’m so cold!” I said, “Look. Orson, in the time it’s taking us to talk about this, you can do the shot. All you do is stand there, look off and see some police after you, turn, and run away.” “Carol,” he said, “Look, get someone else to play this. I cannot work under such conditions. “Orson, Orson, we’re lit for you. Just stand there.” “All right, but do it quick!” Then he looks off, turns away, and runs off into the sewers. Then all of a sudden I hear a voice shouting. “Don’t cut the cameras! Don’t cut the cameras! I’m coming back.” He runs back, through the whole river, stands underneath a cascade over his head (this out of camera range, mind you!) and does all sorts of things, so that he came away absolutely dripping. “How was that?” he asks. “Wonderful Marvelous!” I said. “Okay. I’ll be back at the hotel. Call me when you need me.” With Orson you know, everything has to be a drama. But there were no arguments of any sort at all.

He improvised that scene! But surely not the famous hand coming through the grate!
That was my hand; I did it on location before he arrived because I knew that Harry must try to escape the sewers. The shot immediately preceding that was done with Orson in the studio, because in Vienna there isn’t any staircase leading directly up to a drain… and the censors objected to Cotten shooting Harry Lime (since it was a mercy killing). That’s why Trevor Howard now shouts from off-camera, “If you see him, shoot.” Cotten isn’t killing a friend, you see, he’s only following orders.

Who was responsible for the marvelous business in the introduction of Harry: the great idea of his being exposed by the cat?
Oh, God, so many cats! That was all improvised.

I do happen to remember this. I was worried about finding Harry in that doorway; I didn’t want Cotten just to pass by and see him because then the audience wouldn’t know who the man in the doorway was. When Cotten brings Valli flowers, I placed a cat on her bed that Cotten tries to get to play with the string around the gift. But the cat just turns and jumps off.

Much as Valli won’t respond.
Exactly. Then the cat jumps through the window. Whilst Cotten had been trying to get the cat to play, I had him say, “Bad-tempered cat.” Then I worked in the line for Valli: “He only liked Harry.” We next look out the window, see a man come down the street, and watch him enter a doorway. So far as we know, it might be anyone. But by going over to him and playing with his shoelaces, the cat establishes that it’s Harry.

Here’s the director as author!
It was a little trick, you know. But we used so many cats: one in Vienna, running down the street; another in the studio on the bed; another to play with the lace… What was difficult was to get the cat to walk up to it.

How did you do that?
Sardines! But how you bring it all back! The problem then was to get the cat to look up at Harry.

Let me search your instinct here. The devil is often shown accompanied by or in the shape of a cat. Is that what suggested this moment to you?
No. I just liked the idea of a cat loving a villain—the charm of the man! Furthermore, I wanted Cotten to shout at Harry, although not knowing what the audience knew: who was in the doorway.

Another brilliant decision in the film is the zither music. How did you decide on Anton Karas?
When we were on location, I used to store props in a studio outside the city. Whilst the boys were unloading, I’d go to a store to get carafes of wine for them. Nearby there was a tiny beer and sausage restaurant, with a courtyard in which this fellow played a zither for coins. I’d never heard a zither before, thought it was attractive, and wondered whether we could use a single instrument throughout the film, especially since the zither is so typical of Vienna. I got Karas to come back to my hotel one night, where he played for about twenty minutes. I then brought a recording of that back to the studio to see if the music fought against the dialogue—as some did—but a good deal of it worked well. Karas then came to London to live in that little cottage adjoining this house, which we used to own in those days. I had a moviola with a dupe of the film so we could match his playing against portions of the action. One night he asked me to come back and listen to a new tune he’d done, what came to be called “The Third Man Theme.” “Why haven’t you played that before?” I said. “I haven’t played it for fifteen years,” he answered, “because when you play in a cafe’, nobody stops to listen; music is just background for talk and drinking and shouting. This tune takes a lot out of your fingers. I prefer playing ‘Wien, Wien,’ the sort of thing one can play all night while eating sausages at the same time.” It turned out he’d composed the tune himself but had nearly forgotten it. What’s driven other zither players mad (they can never figure out how it’s done) is that he played the tune, then, with an earphone rerecorded it, adding thirds. In the ordinary way, no zither player could do it.

Apart from the pleasantness of the music, there is the precise matching of musical phrases or chords and dialogue or action throughout the film. Did you tell Karas where things should go?
Yes. For example, in the cat scene, I asked Karas to play a few sort of walking notes while the cat crossed the street and then, as it looked at Harry’s shoe, ascending chords, which break into “The Third Man Theme” when it finally sees Harry and we hold on the cat’s little face. That’s the advantage of working with a single instrument. Usually, I talk to my composer, saying, “You know, we should have something amusing there, something romantic here.” Then after three or four weeks, he comes to me, plays the piano and says, “Here’s what the drums are going to do,” and then. “The strings are doing this.” It doesn’t mean a bloody thing to me. I just cross my fingers but don’t know until we get to the first recording session, when it’s too late to change.

Another notable feature of The Third Man, although one is already conscious of it in Odd Man Out, is your penchant for off-angle shots. Was that a conscious effect?
I hope its not noticed by someone who’s less familiar with pictures than you are. I intend it to make the audience uncomfortable.

So they’d think, “I don’t know why, but this view of things is off.”

But you didn’t use those shots before Odd Man Out, did you?
I don’t think so. I used it so much in The Third Man, however, that I remember William Wyler, after seeing the film, made me the gift of a spirit level. “Carol,” he said, “next time you make a picture, just put it on top of the camera, will you!”

But from all the possible devices for disorienting the spectator, why did you choose this one?
I shot most of the film with a wide-angle lens that distorted the buildings and emphasized the wet cobblestone streets (it cost a good deal to hose them down constantly)… But the angle of vision was just to suggest that something crooked was going on, I don’t think it’s a very good idea. I haven’t used it much since—only when I need to shoot someone standing behind another person who’s sitting and I don’t want to cut off his head.


Orson Welles remembers The Third Man.

Every sentence in the whole script is about Harry Lime—nobody talks about anything else for ten reels. And then there’s that shot in the doorway—what a star entrance that was! In theatre, you know, the old star actors never liked to come on until the end of the first act… What matters in that kind of role is not how many lines you have, but how few. What counts is how much the other characters talk about you. Such a star vehicle really is a vehicle. All you have to do is ride. To borrow Cotten and Alida Valli from Selznick, Korda had to make a deal giving David American distribution. So in America the picture arrived as ‘David O. Selznick presents/A David O. Selznick Production/Produced by David O. Selznick,’ and so on. All David had done was to loan Alex a couple of actors. Alex dreamed up the whole project, in every sense of the word produced it, but David took the bows. I was sitting with them about two years after the picture had opened—when all Europe was still reverberating with the strains of the Third Man Theme, and Alex said, ‘You know, David, I hope I don’t die before you do.’ ‘Oh!’ said David. ‘Why?’ And Alex said, ‘I hate the thought of you sneaking out to the graveyard at night and scratching my name off the tombstone.’
Orson Welles


Martin Scorsese reveals how Carol Reed’s classic British noir from 1949 has influenced him and why it feels as fresh as ever, courtesy of The Independent.

I saw The Third Man for the first time on television in New York, with commercial interruptions. I think I was about 15 years old, maybe 16. I saw Citizen Kane around the same period. I remember that I wanted to see the film on its first release, but was unable to do so, which created a mystique about the film. The theme was a radio hit, but my first viewing was on TV, around ’56 or ’57. But even with commercial breaks on a 16-inch screen, the power of the picture, the surprise, the entertainment, the filmmaking itself… a revelation. Expressive style, virtuosity—I became fixated, obsessed. I couldn’t wait to see the film again, but I had to wait until it was shown on television, maybe four or five months later. It wasn’t the optimum viewing condition, I still lived in a small apartment with my family, so it was difficult to find the concentration and quiet I needed to figure out why the picture affected me so much. I was becoming aware of filmmaking itself around this time, about storytelling, about extraordinary cinematic experiences.

Simultaneously, a young priest who was a mentor to me and some friends gave us Graham Greene’s books to read. The Power and the Glory had quite an effect on me. There was a stage version of it off-Broadway, and a live TV play with Laurence Olivier and George C Scott, also. Graham Greene’s Catholicism had a strong impact on me, his themes of sin and redemption. I was very much aware of Graham Greene’s contribution to The Third Man before seeing it. And I had seen his name on the credits of The Fallen Idol, in particular, the combination of Graham Greene and Carol Reed. I also admired Odd Man Out, as both of these films were shown on TV constantly. I remember going to a place on 14th Street called Movie Star News where they had 8 by 10 glossies, production stills, and I bought a beautiful set of The Third Man, including some great artwork, and a great shot of Anton Karas under a table in the recording studio. They heard him playing his zither in a nightclub in Vienna, and when they went into the studio in London it didn’t sound the same. They figured out that acoustically it would sound more like it had in the nightclub if they had him play under a table.

About four months ago, I screened a beautiful 35mm print of the picture for my daughter and her friends. “Why do we keep watching this?” I suppose it’s [Joseph] Cotten and [Alida] Valli—that’s the emotional core of the picture. For instance, the scene where Holly Martins (Cotten) finally goes to her apartment. He’s a little drunk, and he tells her he loves her and he knows he doesn’t have a chance. That’s when she says, “The cat only liked Harry.” So that leads right into the great revelation of Harry Lime in the doorway with the cat—which is indispensable. But it’s more than that—it’s one of the great epiphanies in movies: the cat turning the corner and nestling itself on those wing-tip shoes, and then Harry Lime being revealed when the light is turned on in the doorway and it shines in his face.

Remember Walker Percy’s great novel The Moviegoer? He refers to that moment in such a beautiful, special way. It became a moment internationally, a shared experience for a vast audience seeing that film. It’s not just a dramatic revelation—there’s something about Orson Welles’ smile at that point that shifts everything to another level, and it sustains no matter how many times you see it. Welles comes into the picture about halfway through. That’s the first time you actually see him, after you’ve spent so much time picturing him in your mind because everyone has been talking about him and thinking about him. So that might be the best revelation—or the best reveal, as they say—in all of cinema.

When Holly Martins finally meets Harry face to face on the Ferris wheel, you expect Harry Lime the criminal. Instead, he just jauntily walks up, says, “Hey, come on, let’s take a ride.” It’s just a casual conversation… about all those dots moving around down there, and do you mean to tell me that if somebody came to you and said you could make a lot of money, but the only catch is that every once in a while, one of those dots might stop moving, you’d really say no? And then the great line—“Tax-free, old man, tax-free.” And not to mention, Harry’s response to, “You used to believe in God”— “Oh, I still do believe in God, old man. I believe in God and Mercy and all that. But the dead are happier dead. They don’t miss much here, poor devils.” Welles’ contribution is enormous, of course. He inhabits the character. It’s all a perfect fit.

You can’t talk about The Third Man without recognizing the incredible contribution of [cinematographer] Robert Krasker. Those night scenes, the streets they wet down, the reflective surface it creates. Mad magazine did a memorable parody of The Third Man, picturing water trucks all over the city with massive hoses watering down every street. Then there’s the city of Vienna itself, split up into four sections, with people living in beautiful baroque apartments, the camera pans and we see half of it in ruins. There’s this extraordinary sense of a world that’s come apart, accentuated by the off-centred cameras, the canted angles. It depicts the emergence from mass psychosis, 60 million people killed in the war, a civilization destroying itself: the camera style expresses that. The images never feel grounded. There’s a story about when William Wyler, the great director, saw the picture and, as a joke, sent Carol Reed a level to keep his camera straight.

When the picture was released, the music became popular all around the world. That Third Man theme was a part of our lives. That sound was so strong, raw, yet jaunty. The sound of the zither itself feels ironic and provocative. I later found the actual soundtrack of the picture on an LP—it still sounds better than the CD. The zither music is a character in The Third Man, reflecting the madness and the desperation of that ruptured world, the feeling that anything can happen at any time. The upbeat irony of it…

Has it had an influence on my career? When I saw it, I was ripe for it—ready to understand what you can do with the camera. The themes of the picture made me feel comfortable about dealing with similar kinds of characters, characters you’d consider undesirable—the charm of evil. I did a paper on the film when I was 18 at NYU. The professor had different ideas. He wrote a note on the paper: “Remember, it’s only a thriller.” I disagreed. We know what happens in Psycho or Vertigo or The Red Shoes. So why do we keep watching? If some dismiss a work because it “fits” into a genre, then why does it sustain repeated viewings? It’s more than the plot twists and surprises of the story. Certainly, it’s the characters, the world they inhabit, the love stories, the trust and betrayals—the human heart. Each presented with intelligence, wit, and a very real joy of filmmaking, while still feeling fresh.

I hope The Third Man reissue prompts re-evaluation of the work of Carol Reed, a wonderful film artist.


An exclusive look in to how The Third Man was beautifully restored in 4K, showcasing the genius of this celebrated British noir, voted ‘The Greatest British Film Of All Time’ by a British Film Institute poll.


The first American-produced documentary about Graham Greene, Dangerous Edge: A Life of Graham Greene, weaves his novels, including The Quiet American, Brighton Rock, The End of the Affair and The Third Man, and movies into the story of his life and reveals an extraordinary man who traveled the globe to escape the boredom of ordinary existence.


Shadowing the Third Man is a bold, imaginative account of the making of the film. Frederick Baker reveals the drama behind the scenes. With unlimited access to the originla movie, the film explores in depth not only the craft, but the grand moral landscape within The Third Man. It is a delightful informative, terrifically entertaining piece of work.


Peter Bogdanovich’s introduction to The Third Man.


“What I’ve come to respect more and more about The Third Man is the tone. The tone of the entire film is perfectly pitched, and I’ve come to believe that that’s the most important and difficult thing in any film. It wasn’t until I’d made mistakes of my own that I appreciated how much of a tightrope-walk a consistent tone is, when you have that many elements in play. Not only is it stylised in just the right way, it’s got one of the best endings, both in terms of what happens to the antagonist, and that brilliant shot of Harry’s girlfriend walking towards Holly from a quarter of a mile away, while Holly waits. She just keeps going—and that’s it! Every once in a while, if you’re lucky, the planets align, and you sit there on that day and go, this is the shot—and I guarantee you that’s all Carol Reed shot. The film’s a textbook example in creating a great bad guy, because he’s not on screen very often. All people do is talk about him, which is so much more potent. They do a brilliant thing, being able to top your expectations for Harry Lime with the Ferris wheel sequence. It’s a great scene: the pressure was on, there was a lot leading up to it, and they totally hit the mark. That’s always the point where you think, it’s all worked—they’re on the home stretch now.” —Steven Soderbergh

Steven Soderbergh and Tony Gilroy discuss one of their favorite films, The Third Man directed by Carol Reed. This track was recorded exclusively for the Criterion Collection in 2007.


Here are several photos taken behind-the-scenes during production of Carol Reed’s The Third Man. Photographed by Ernst Haas © London Film Productions. Some of original production photos are taken from the Carol Reed Collection of material which is held and preserved by the BFI National Archive. Intended for editorial use only. All material for educational and noncommercial purposes only.


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