and worked with visiting American directors, including Thornton Freeland on Over the Moon (1939) and Tim Whelan on Q Planes (1939). As a second assistant director he co-ordinated all three shooting units on Korda's lavish Technicolor fantasy The Thief of Baghdad (1940), having previously worked with Thief co-director Michael Powell on the noted "quota quickie" The Spy in Black (1939). He also gained invaluable editing experience assisting David Lean, who was the editor (and uncredited director) of the screen adaptation of Shaw's Major Barbara (1941). While in service with the Royal Air Force film unit during World War II, Clayton shot his first film, the documentary Naples is a Battlefield (1944), representing the problems in the reconstruction of Naples, the first great city liberated in World War II, ruined after Allied bombing and destruction caused by the retreating Nazis. After the war, he was second-unit director on Gordon Parry's Bond Street (1948) and production manager on Korda's An Ideal Husband (1947). Clayton married actress Christine Norden in 1947, but they divorced in 1953. In the early 1950s, Clayton became an associate producer, working on several of the John and James Woolf's Romulus Films productions, including Moulin Rouge (1952) and Beat the Devil (1953), both directed by John Huston. It was during the making of Moulin Rouge that Clayton met his second wife, French actress Katherine Kath (born Lilly Faess), who portrayed legendary can-can dancer "La Goulue" in the film; they married in 1953, following Clayton's divorce from Norden, but the marriage was short-lived. It was also during this period that Clayton first met rising British star Laurence Harvey, with whom he worked on both The Good Die Young (1954) and I Am a Camera (1955). Clayton made his second film as a director, the Oscar winning short The Bespoke Overcoat (1956) for Romulus. Based on Wolf Mankowitz's theatrical version (1953) of Nikolai Gogol's short story The Overcoat (1842), Gogol's story in the film is re-located to a clothing warehouse in the East End of London and the ghostly protagonist is a poor Jew. Clayton also worked as producer on a series of screen farces during 1956, including Three Men in a Boat (again with Laurence Harvey), followed by the thriller The Whole Truth, which starred Stewart Granger as a movie producer. Films as director, 1959–92 Room at the Top (1959) With funding from Romulus FIlms, Clayton directed his first full-length