In a bombed-out Vienna just after WWII, novelist Holly Martins (Joseph Cotten) arrives from America to renew a friendship with his childhood buddy, Harry Lime (Orson Welles). Much to the dismay of Holly, a freak auto accident has recently killed his friend, according to those who knew Harry.<br /><br />But in searching for details of Lime's death, Holly gets contradictory stories that don't add up. One of the persons who knew Lime is an attractive woman named Anna Schmidt (Alida Valli) whose continued presence in the story invites suspicion. The film's plot has Holly searching for the truth about his friend, while trying to stave off a city detective, Major Calloway (Trevor Howard) who tries to persuade Holly to leave Vienna.<br /><br />The film's story is okay. But what makes "The Third Man" really interesting is the B&W cinematography, by Robert Krasker. Unlike most films, camera movement here is restricted, so as to draw attention to each frame's geometry. Typically in this film, a frame is tilted at an angle so that both vertical and horizontal points of reference are off-kilter. Frame images thus become a series of diagonal straight lines and curves. Further, very high-contrast lighting, especially in outdoor scenes at night, creates a bizarre, almost nightmarish look and feel, and are suggestive of German Expressionism.<br /><br />All of which results in a visual disorientation for viewers that parallels Holly's disorientation both in the streets of Vienna and in his understanding of the circumstances surrounding Lime's absence. In most outdoor scenes there's a conspicuous lack of crowds, a lack of hubbub one would expect in a bustling city. Instead, only a few secondary characters appear in night scenes. This sparseness in characters on the streets conveys the impression that hidden eyes are watching Holly, ready to pounce at any moment from out of dark shadows.<br /><br />"Everybody ought to (be) careful in a city like this", says one character to Holly, as an implied threat. Soon, a man who wants to give Holly some valuable information is murdered.<br /><br />The script's dialogue is quite impressive, with some interesting lines and points of view. Some of the dialogue is in German, which enhances authenticity.<br /><br />The film's acting and editing are very, very good. Adding a slightly romantic, and at times melancholy, tone to this dark film is the music of the "zither", an instrument similar to a guitar, but sounding quite different.<br /><br />My one complaint about this film is that it's hard to keep tabs on some of the background characters. Trying to connect names with faces can be difficult, resulting in some confusion.<br /><br />"The Third Man" tells an interestingly bleak story, set in a bleak, desolate urban environment, rendered truly mesmerizing by the creatively surreal B&W cinematography.