The Third Man is a 1949 British film noir, directed by Carol Reed and starring Joseph Cotten, Alida Valli, Orson Welles, and Trevor Howard. It is considered one of the greatest films of all time, celebrated for its atmospheric cinematography, performances, and musical score. American pulp Western writer Holly Martins (Joseph Cotten) arrives in Allied-occupied Vienna seeking his childhood friend, Harry Lime (Orson Welles), who has offered him a job. Upon arrival he discovers that Lime was killed just days earlier by a speeding car while crossing the street. Martins attends Lime's funeral, where he meets two British Army Police: Sergeant Paine (Bernard Lee), a fan of Martins' pulp fiction, and his superior, Major Calloway (Trevor Howard), who says Lime was a criminal and suggests Martins leave town. A book club subsequently approaches Martins, requesting that he give a lecture to the club and offering to pay for his lodging. Viewing this as an opportunity to clear Lime's name, Martins decides to remain in Vienna. He encounters Lime's friend, "Baron" Kurtz (Ernst Deutsch), who tells Martins that he, along with another mutual friend, Popescu (Siegfried Breuer), carried Lime to the side of the street after the accident.