The Cinema Behind Star Wars: The Third Man

A pulp noir classic with ripples in a galaxy far, far away.

Directed by Carol Reed and written by the legendary British novelist Graham Greene, The Third Man (1949) is an enduring piece of cinematic brilliance and as close to a perfect British noir thriller as one can get. Set in the hectic, divided Vienna of the post-World War II era, it is the story of pulp novelist Holly Martins (Joseph Cotten). Martins is lured to the city, a rampant center of underworld activity and black markets, with the promise of a job by his old friend, Harry Lime (Orson Welles). The only problem is that when Martins arrives in town, he learns that Lime has been killed. Now it’s up to him to unravel the mystery no one wants him to solve and make sure he isn’t killed in the process. As he delves deeper, he finds that the reason everyone is after his old friend is because, while working on the black market, he sold batches of tainted medicine that ended up killing a number of children.

The film is one of my favorites and has a fascinating mystery, a gut-wrenching McGuffin, and some of the best dialogue in a film ever — particularly Lime’s infamous “cuckoo clock” speech.

This is the sort of well-known film that inspires filmmakers, but it had a number of fairly direct and indirect influences on the Star Wars universe.

Satine and Padme from Corruption

The most obvious example is in the Season Three episode of Star Wars: The Clone Wars titled “Corruption.” At the heart of this episode is a batch of tainted tea that’s sold to Mandalorian schools. Since the black marketeers providing the profit want to maximize their gains, they cut the tea with a hazardous chemical. Like Holly Martins, Duchess Satine and Senator Amidala hunt for the source of the corruption and what they find allows them to take further steps to minimize crimes on Mandalore. Although the episode doesn’t quite have a Harry Lime character, the Moogan smugglers as well as a Mandalorian official named Siddiq combine to fill the role nicely.

For more esoteric inspirations, Obi-Wan Kenobi’s journey in Attack of the Clones mirrors that of Holly Martins’ in very direct ways. Once Zam Wessel is killed, he’s sent off to investigate a lead with no knowledge of what’s really going on.

Count Dooku bust in Attack of the Clones

Count Dooku is very much the Harry Lime of Attack of the Clones. For the first two thirds of each film, Harry Lime and Count Dooku are spoken of in affectionate terms by the protagonists. Harry Lime is Martins’ friend and there’s no way he could be involved in anything shady or nefarious. Count Dooku is a former Jedi and could ever assassinate anyone. As we delve deeper into the mystery, we’re given more and more details about each character so that when they both finally appear in the context of the films, we’re surprised and shocked.

In the case of Harry Lime, part of the shock is that we’ve been told he’s dead through so much of the film. But when that porch light goes on and Orson Welles’ Lime is standing there smiling away, everything we thought we knew about him radically changes. The same is true of Dooku. When Obi-Wan sees him for the first time on Geonosis promising the death of Padmé, it defies everything we’ve been told and forces us to reevaluate the character.

As soon as these revelations are made, both Lime and Dooku are given a chance to explain their motives to Holly Martins and Obi-Wan Kenobi, respectively. Harry Lime arranges to meet his old friend in an enclosed Ferris wheel in Vienna and proceeds to speak in blunt terms with very few lies. This leads to the infamous “cuckoo clock” speech that the film is well known for. “Like the fella says,” Lime tells Martins, “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.”

Lime rationalizes the awful conditions created by his actions in the same way the Sith rationalize theirs.

Count Dooku and Obi-Wan on Geonosis

For Dooku, the situation is similar (and so is the camera work between the two scenes.) Dooku paces around a captured Obi-Wan the same way Lime paces around Martins in the Ferris wheel. He proceeds to tell him the truth of the corruption in the galaxy and why his motives are truly pure.

For anyone watching The Third Man and Attack of the Clones back to back, the similarities couldn’t be more apparent. 

Star Wars: Aftermath - book cover

The state of Vienna throughout the The Third Man — a city divided between the Americans, Russians, and British just after the end of World War II — feels like the current state of the galaxy in Chuck Wendig’s Aftermath. No one is really in control, and the black market and underworld are flourishing as a result.

It will be interesting to see how that plays out over the coming years as we learn more about the galaxy in the time between Return of the Jedi and The Force Awakens. We know that it’s all grounded in history — both real history and cinema history.

The Third Man’s constant zither score and driving mystery make it inherently re-watchable. Joseph Cotten, Orson Welles, Trevor Howard, and Alida Valli turn in performances that invest viewers completely into the story, and Graham Greene’s script is one of the tightest and most compelling ever written in the era and genre. It’s a must-watch for any film buff. The Third Man has not been rated in the United States, though in the United Kingdom it’s rated PG for brief violence and adult situations (murder, romance, etc.). There’s nothing terribly objectionable in it visually (as it’s from the late ‘40s), and I’d have no problem watching it with any kids mature enough to simply follow the story.

Availability: The Third Man is widely available on Blu-ray and DVD through the Criterion Collection (and I would recommend the original UK version of the film). It is also available to rent via streaming at Amazon, Google Play, iTunes, and other services.

Bryan Young is an authorfilmmakerjournalist, and the editor-in-chief of! He’s also the co-host of the Star Wars podcast, Full of Sith. You can also follow him on Twitter @swankmotron.

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