Joseph Cotten

Millionaire philanthropist Philip Stevens (James Stewart) arrives at his palatial estate and holds a media conference to discuss a flight containing his hand-picked guest list of rich and famous friends, which will soon be arriving in Florida. His luxury aircraft, a Boeing 747 outfitted with high-end accommodations, is packed with his collection of priceless artwork to be installed at his home, which has been converted into a new museum where Stevens hopes to share the treasures with the world. The plane, piloted by Captain Don Gallagher (Jack Lemmon) lands in Washington. Gallagher meets the plane's lead production manager Stan Buchek (Darren McGavin) upon landing, and tells him the aircraft handled perfectly, and as they observe the museum pieces being loaded into the cargo holds, wonder whether the collection or the plane is more expensive. Meanwhile a mysterious pair of men-an airline employee and a civilian--stand at the airport gift shop and quietly switch suitcases as they meet at a magazine rack, never making eye contact or speaking. The employee then enters a locker room and assumes a disguise with a mustache and wig, finding a gun in the bathroom paper towel dispenser, and joins the ground crew as the cargo is loaded. Meeting up with a companion on board later, canisters of CR-7 gas are connected to the air supply, rigged to be activated manually. Gallagher finds Eve Clayton (Brenda Vaccaro) in an office. They have been a couple for some time, and he finds the courage to bring up marriage, but she says Stevens has asked her to work in Geneva for him, which would put distance into their relationship. He wants a wife and family, and she wants her career. That evening the guests begin to arrive and board the aircraft, including Benjy (Anthony Battaglia), whose mother is Stevens' daughter Lisa (Pamela Bellwood). She is taking her son to meet his grandfather for the first time, but her own relationship with her father is strained. Emily Livingston (Olivia de Havilland) boards with her personal assistant Dorothy (Maidie Norman). She joins several art critics she knows and, after the men and she exchange banter, she sits with them as their fourth and engages in a challenging game of poker. Jane Stern (Arlene Golonka) arrives with her daughter Bonnie Stern (Elizabeth Cheshire), who was chosen for the flight to present an artwork her schoolmates designed for Stevens' museum. A film is played of Stevens greeting the passengers and urging them to enjoy their flight. Bob Chambers (Robert Foxworth), the main conspirator, will be the co-pilot for the flight that evening, and he and Gallagher settle in the cockpit, while conspirators Wilson (Michael Pataki) and Banker (Monte Markham) are among the crew members. Gallagher appears on the screen to invite the passengers to view their taxi down the runway as the plane, now known as 2-3-Sierra, begins its flight. At the bar, blind pianist Steve (Tom Sullivan) plays and sings a song for corporate assistant Julie (Kathleen Quinlan). The children challenge Dorothy to a tabletop video game while a woman leaves to find two men in the nearby office. Frank Powers (Gil Gerard) discusses a future underwater farming excursion with diver Martin Wallace (Christopher Lee), whose demeanor grows sour when the woman, his wife Karen Wallace (Lee Grant), enters the room in an inebriated state and shows off the bottles of booze she has collected. When Martin leaves, Karen teases Frank with threats to tell her husband about their affair, one which he much regrets. Eve talks to Philip from the cockpit and informs him that Lisa and Benjy are aboard, and he decides to head out to meet them. Eve then tells Gallagher she has thought things over and wonders if they can discuss their relationship in Palm Beach later. He agrees. A drink arrives for Emily, along with a calling card bearing the name of her old flame Nicholas St. Downs III (Joseph Cotton), she sees him across the lounge area and is happy to reunite with him after decades apart. Eddie (Robert Hooks) tends bar and tells Eve his wife is expecting twins, and she encourages him to call home to check on her, then speaks with Lisa in private. Determined to become independent, Lisa wants to break the news to her father that she won't be dominated by his power and position any longer, but Eve informs her that Philip is terminally ill and has months to live, and urges her to restrain herself. Julie and Martin are at the bar and discuss the sea, which enthralls him as a diver, but she admits water frightens her. Karen interrupts their talk and tosses a drunken barb at Julie, who leaves, and she and a miserable Martin exchange insulting banter. The conspirators begin their coup. The security guard is knocked out, but is hit too hard and dies instantly, so they move the body out of sight. Gallagher is lured from the cockpit to tend to a sick passenger and is subdued by a blow to the head. They secure oxygen masks to their faces, the sleeping gas is released into the cabin, and the passengers lose consciousness. Chambers takes the controls and the plane descends below radar, heading into a fog bank, reducing visibility to less than a mile. He changes the flight path over the Bermuda Triangle, taking the craft off course at 600 mph. The air traffic controller radios the plane from Palm Beach when they lose the radar signal, but he ignores it. The plan is to remove the artwork and head to South America with their black market profits, while the passengers awaken to an empty plane on deserted St. George Island. Minutes later, as Chambers looks at the vista ahead, a large offshore drilling platform emerges from the haze, and they are heading straight for it. He pulls back on the yoke and tries to turn, but the wing clips the derrick and the engine catches fire. Chambers immediately hits the fire extinguishing button and the flames go out momentarily, but the sudden loss of airspeed threatens to stall the airplane. As the engine reignites, the stall alarm goes off and the tail of the plane hits the water. The passengers awaken and start to scream and panic. Chambers struggles to keep the plane airborne, but finally it hits the water violently and stalls in the ocean. Banker is in the hold securing the art for the transfer when a cargo container slams into and breaches the bulkhead, the ocean bursts in and sends the container back to pin him to a wall, and the surging water drowns him. Wilson is killed when he enters the cockpit and is slammed into the flight panel, and Chambers is knocked unconscious at the controls. As passengers recover from the initial shock of impact, Karen looks out a window and alerts everybody as the plane begins to slip beneath the waves, settling on the ocean floor some 100 feet below the surface. The ocean bottom is fortunately above the depth that would crush the fuselage, and Gallagher calms the passengers, informing them that they have been tracked and will be rescued soon. Buchek suffers an impact fracture of his arm while trying to protect Bonnie, who has been injured under the bar. Emily looks after Dorothy, who took a blow to her head. Gallagher and Buchek ask a passenger, Dr. Williams (M. Emmett Walsh) to help. The doctor spends time tending to the wounded, though he later confesses to the lead flight attendant that he is actually a veterinarian for Stevens and is used to tending horses. Gallagher and Buchek examine the plane and find some cargo areas flooded, but others remain airtight for the time being. How long the plane will hold up, and the lack of oxygen, are concerns. Their attention is drawn by Eddie, who has suffered a severely broken leg, and Nicholas helps them take him into the main cabin to rest. Martin also offers to help, stopping momentarily to calm Karen but stressing to her that she will be fine while he is away. Gallagher and Buchek interrogate Chambers in the office when he regains consciousness and hear the confession of the conspirators' plans. They put him on watch in the passenger area. Steve the pianist is seriously hurt, Julie stays with him and, when he touches her face as a way of imagining how she looks, she gives him her earring as a token, and he says he loves her. When he requests a drink of water, in the moments it takes to bring it to him, she finds he has succumbed to his injuries. Meanwhile, Lisa assures Benjy that Bonnie will be okay. Ships and planes are sent out to search for the downed flight under the guidance of Joe Patroni (George Kennedy), and he assures Stevens that the plane will be found. With the crash happening far from their expected flight path, Gallagher tells Eve they are on their own. Buchek examines growing damage to the fuselage and finds more airtight areas being breached by water, and the passenger compartment begins to flood. As Emily comforts Julie, she hears a droning sound outside and asks all the passengers to be quiet. Martin recognizes the sound as that of an approaching ship, which brings them hope, but the ship's crew do not know the plane is submerged near them and pass the crash site. Karen lashes out at Gallagher, blaming him for their situation. Gallagher and Buchek find the only inward opening door of use on the plane, located in a rear cargo hold which has remained dry, and they wire an electrical circuit inside. Gallagher announces to the passengers that he plans to exit the plane from that airtight compartment and send a life raft to the surface with a homing beacon to alert search parties to their location. Martin volunteers as an experienced scuba diver to join him and double their chances of success, and Gallagher agrees. Buchek shows Gallagher how to touch two wires together to create the spark needed to unlock the cargo door. Karen tries to stop Martin from taking the risk, saying they should think about themselves, but he argues that selfishness sent them into their predicament, and he kisses her before he joins Gallagher. Buchek wishes Gallagher luck, leaves the hold and the hatch is shut and locked. Placing their oxygen masks to their faces, Gallagher notes they can get two minutes of air to breathe as he joins the two wires once. The door creaks but does not open, so he tries again several times, finally removing his oxygen mask to investigate the connection. Martin steps over to the door, and before Gallagher can warn him, it bursts open, striking Martin and throwing him across the cargo hold in a wave of ocean water as the cabin floods. Gallagher swims to a glassy-eyed Martin and tries to revive him with oxygen, but he died on impact and the effort is futile, so he grabs the raft and exits the hold into the open ocean. Karen and the others watch in horror as Martin's body floats away. Several passengers try to settle a shocked Karen as Gallagher swims skyward, pulls the inflation device and sends the raft to the surface ahead of him. Swimming to it when he surfaces, he boards and activates the beacon, then sits helplessly hoping for a quick response. A Navy plane investigates the beeper which has suddenly appeared on radar, indicating the flight is 100 miles off course. On the airplane, Karen is obviously in an alcohol-fueled state of shock from losing her husband. She absently preens in a mirror, then approaches the main hatch and attempts to open it, which would flood the plane. Eve approaches and tries to calm her down, but they begin to struggle. Karen pounds at Eve, who finally has to punch Karen and knock her out to prevent a catastrophe. A jet pilot reports to base that he has spotted the plane, which is completely underwater at the coordinates given. Gallagher shouts with joy as the passing jet dips a wing in acknowledgment. The Navy discusses the situation, and it is decided to raise the plane as they would a submarine in a salvage operation. Patroni guides the Navy in how best to raise the aircraft without splitting it in two, while Stevens is sent to meet with the survivors. The USS Cayuga arrives at the site, and a crew comes by boat to retrieve Gallagher, who talks with Patroni as the rescue is coordinated, stressing that the passengers are running out of time. With additional salvage crew members and equipment, the vessel sends divers (Gallagher also volunteers to help with his amateur diving experience and knowledge of the aircraft) below to the plane. A diver writes to the passengers on a tablet and shows it to them at a window, indicating that they should secure themselves as the crew attempts to lift the plane from the water. Divers run heavy straps under predetermined points under the fuselage and attach them to huge bladders to fill with compressed air to raise the plane. The crew aboard the inflation boat begin sending air down to the bladders, which inflate and rise, lifting the plane from the ocean floor, but another airplane door opens under the change in pressure, water begins to fill the plane, and one bladder breaks away. The flood sends some passengers spinning in its wake. Karen is swept away toward the back of the plane and drowns. Buchek grabs Benjy and prevents him being swept away as well. Chambers is killed when debris from the flooding strikes him. As the boats and crew circle and watch at the surface, the plane breaks through the water, and rafts-one with Gallagher aboard--pull up to the hatch as flight attendants ferry Eddie, Bonnie and Jane and the other wounded passengers aboard. Emily and Nicky see that Dorothy did not survive the ascent and reluctantly leave her. The able-bodied survivors rush out to waiting boats, but when a second strap holding a bladder keeping the aircraft buoyant gives way, Eve is trapped with the water rising at her only exit. Gallagher wades into the plane to her side and they climb the stairs to the cockpit to exit by the door there, and jump into the ocean. They are lifted by helicopter to safety. The remaining bladders holding their former prison give way and Flight 2-3 Sierra disappears again underwater. On-board the Navy ship, Philips greets Lisa and Benjy, the injured are airlifted away, and Gallagher and Eve reaffirm that they have a date in Palm Beach that night as they land and greet the other grateful survivors on the Cayuga's deck.

In the year 2022, the population has grown to 40 million people in New York City alone. Most housing is dilapidated and overcrowded, and the homeless fill the streets and line the fire escapes, stairways of buildings, abandoned cars, subway platforms, etc. Unemployment is at around 50%. Summers are oppressively hot and humid with temperatures over 90F degrees during the day and night due to Earth's recent climate change resulting from the Greenhouse Effect. Food, as we know it in this present time, is a rare and expensive commodity. Technology is at a standstill as most of planet Earth's natural resources are gone including most trees. Most of the World's population survives on processed rations produced by the massive Soylent Corporation, including Soylent Red and Soylent Yellow, which are advertised as "high-energy vegetable concentrates". The newest product is Soylent Green: small green wafers which are advertised as being produced from "high-energy plankton". It is much more nutritious and palatable than the red and yellow varieties but, like most other foods, in short supply which often leads to weekly food riots. Robert Thorn (Charlton Heston) is a New York City Police Department detective from the 14th Precinct who lives in a dilapidated, cramped one-room apartment with his aged friend and roommate, Solomon "Sol" Roth (Edward G. Robinson). Roth is a former college professor whose job is to sort through the now-disordered remnants of written records and books to help Thorn's investigations. Roth and his like are known as "books." He tells Thorn about the time before the ecological disaster and population crisis of the early 2000s, when real food was plentiful, although Thorn is generally not interested in the stories, finding most of them too hard to believe. Thorn is assigned to investigate the murder of William R. Simonson (Joseph Cotten), a 68-year-old wealthy lawyer living in a luxury high-rise apartment building called Chelsea Towers West. At the crime scene, Thorn first talks with the building superintendent Charles (Philip Stone) about discovering the body. Charles leads Thorn to the 22nd floor and to Simonson's apartment which is 22A. Thorn finds Simonson lying in a pool of blood after having been struck multiple times in the back of the head with a sharp object which is speculated to be a meat hook or an ax. Instead of looking for clues, the poorly paid detective helps himself to the wealthy man's food, liquor and books and even enjoys taking a shower (with real hot water and soap). He questions Shirl (Leigh Taylor-Young), an attractive 23-year-old "concubine" (euphemistically known as "furniture") who comes with the apartment, and Simonson's bodyguard, Tab Fielding (Chuck Connors), who claims that he was told to escort Shirl on a shopping trip when the attack took place. The sanitation crew led by Wagner arrives to take Simonson's dead body away, as Thorn leaves after collecting a written statement from Fielding. Returning to his apartment, Thorn gives Roth the Soylent Oceanographic Survey Report, 2015 to 2019, a two-volume work which he took from Simonson's apartment. Thorn returns to work at the 14th Precinct during that evening where they're hundreds of people lining up to collect death benefit money from recently diseased friends and family members. Thorn talks to his superior officer, Lieutenant Hatcher (Brock Peters), telling him that he suspects the Simonson homicide may have been an assassination, since nothing was stolen from the apartment and the murder seemed professional. Thorn also finds it odd that the luxury apartment's sophisticated alarm and monitoring electronics, including the building's security cameras, happened to be inoperative on the night of the murder, and Simonson's bodyguard just happened to be out of the apartment at the time. Thorn confides in Lt. Hatcher that he suspects that Fielding might have had something to do with Simonson's murder. The next day, Thorn stakes out Fielding's apartment building and sees him leave. Thorn lets himself into Fielding's apartment where he questions Fielding's live-in "furniture", Martha (Paula Kelly), about his work for Simonson. Thorn returns to his own apartment to eat an evening meal of the purloined food taken from Simonson's apartment that Roth prepares for them. Afterwards, Roth tells Thorn about the research he did on the murder victim and that Simonson was a member of the board of directors of the Soylent Corporation. When he presents Roth with a spoon of strawberry jam surreptitiously palmed from Fielding's apartment, Roth tastes it and declares that Fielding's "furniture" is eating some "$150-a-jar" strawberry jam, which is an out-of-place luxury for the mistress of a bodyguard. That evening, Thorn returns to the Chelsea Towers West to question Shirl, who tells him that Simonson became deeply troubled in the days before his death, even taking her to a local Catholic church. Shirl is throwing a party in Simonson's vacant apartment for the other "furniture" girls of the building. Just then, Charles arrives and begins yelling and hitting the women for slacking off until Thorn arrives back in the living room to stop Charles from hurting the girls anymore. After sending Charles and the rest of the furniture girls away, Thorn returns to Shirl and they make love. A little later that same evening, Thorn goes to a local Catholic Church (teeming with hundreds of homeless people) and attempts to question the priest (Lincoln Kirkpatrick) about Simonson's confession, but the priest is almost catatonic with exhaustion and has a hard time remembering Simonson, even though Simonson, as a rich man, would have stood out among the impoverished people who normally frequent the church. When the priest remembers Simonson, he tells Thorn the memory of what Simonson told him during confession which is haunting him, and he is unable to describe what Simonson said to him because it was "too horrible". The next day, Fielding goes to the church and murders the priest in the confessional booth to ensure he never talks again. The next morning, as Thorn begins uncovering more evidence as to why Simonson was murdered, New York State's Governor, Joseph Santini (Whit Bissell), who was once Simonson's partner in a high-profile law firm and who is running for re-election (as shown in the campaign posters on such walls as that of Hatcher's office), instructs Hatcher to close the investigation. However, Thorn continues his investigation into the murder. When Governor Santini learns that Thorn refuses to close the case of the Simonson murder, he orders his chief of security, Donovan (Roy Jensen), to have Thorn murdered. When Thorn is on riot duty during the Tuesday distribution of Soylent Green rations, Simonson's murderer, Gilbert (Stephen Young), a local assassin-for-hire whom was the one that Donovan contracted to murder Simonson, attacks Thorn and fires several shots at him with a silenced pistol as a food riot begins. Thorn chases his attacker into the thick crowd as large dump trucks called "scoops" designed by the NYC Riot Police, arrive to pick up closely packed rioters and "scoop" them into the trucks. But before Thorn can capture Gilbert, who manages to wound Thorn by shooting him in his right calf, the assassin is crushed to death under the "scoop" of one of the riot control vehicles. Thorn goes back to Fielding's apartment and beats him and his mistress Martha for the attempt on his life. Thorn then goes back to Shirl at Simonson's apartment where she removes the bullet and stitches his wound. Shirl tells Thorn that a new tenant will be arriving soon at the apartment and is hoping to move in, but she has romantic feelings for Thorn. Thorn tells Shirl that he will let her know if she wants to stay with him or the new tenant of Simonson's apartment. After resting for about an hour, Thorn leaves the apartment into the evening as sirens for the nightly curfew begin sounding. Sometime later a new potential tenant, a brash high-class businessman, arrives at the apartment and questions Shirl about herself and describes his daily details should he decide move in and want to keep her as "furniture". Meanwhile, Roth examines Soylent's oceanographic reports at the Supreme Exchange, a library and gathering place for fellow "books." The "books" and Roth finally realize that the reports indicate a "horrible" truth which, despite reading it for themselves, they find nearly impossible to believe; Soylent Green isn't made from plankton, it's made from human bodies. Unable to live with what he has uncovered, Roth opts for assisted suicide at a government clinic (in the former Madison Square Garden, which had been converted to a clinic for mass euthanasia), a process referred to as "going home". As Roth is dying, he watches video clips of Earth long ago when animal (sheep, deer, and horses) and plant life was thriving and there was no pollution, while listening to light classical music. Thorn returns to his apartment and finds a note from Roth that he is "going home". Thorn races to the clinic and forces one staff attendant (Dick Van Patten) to allow him to see and talk to Roth. During Roth's final moments, he tells Thorn the secret of Soylent Green, and begs him to follow his body to the processing center and report back to the Supreme Exchange so they can take the information to the Council of Nations to take action. Thorn sneaks into the basement of the assisted suicide facility, where he sees corpses being loaded onto waste disposal trucks. He secretly hitches a ride on one, which is driven to a heavily guarded waste disposal plant just outside the city. The black-clad sanitation drivers are escorted at gunpoint out of the truck where a white-clad plant worker takes over driving. The sanitation worker is escorted to another truck leaving the fortress-like facility to drive back to the city. Once inside the plant, Thorn sees how the corpses are processed into Soylent Green wafers. They are loaded onto a conveyor belt and driven through a large machine about several hundred yards long, and the Soylent Green wafers come out on the other end. But Thorn is spotted by two plant workers and is chased. Thorn kills one and subdues another before he escapes from the plant just when the alarm is sounded. Thorn returns to the teeming city and heads for the Supreme Exchange to report what he found, but is ambushed by Fielding and three other gunmen (all of whom presumably work for the government and are also aware and are trying to conceal the secret about Soylent Green). Thorn manage to get to a police payphone and call Shirl to tell her that he loves her and to stay with the new tenant whom wants to rent Simonson's vacant apartment. Thorn also manages to place a second call to Lt. Hatcher at the 14th Precinct to tell him where he is and that he is being attacked, but then gets cut off when the assassins close in. During a chase through the deserted streets and alleys (cleared of people because of the government-imposed dusk to dawn curfew), Thorn manages to kill all the gunmen chasing him except for Fielding who shoots Thorn in the back. He retreats into a cathedral filled with homeless people and Fielding follows him. After a desperate fight through throngs of sleeping homeless, Thorn kills Fielding by stabbing him with a rusted kitchen knife. When police backup arrives at the church, the seriously wounded and nearly hysterical Thorn confides to Lt. Hatcher the horrible secret behind Soylent Green, while Hatcher looks on with disbelief. As Thorn is being carried away by the police on a stretcher to a local hospital, he urges to Hatcher to spread the word and shouts out to the spectators: "Soylent Green is PEOPLE!! We've got to stop them... SOMEHOW!!!"

A somewhat different take on Custer's motivation that changed him from a defender of Native-American rights into a politically-driven, headline-seeker chastiser of the Sioux during the 1870s. A look at what happened to Custer and his troops at the Battle of Little Big Horn. Custer, an outspoken believer in fair treatment for the Indians, is ousted from his post and forced into retirement. Fueled by ambition when a senator convinces him to run for president, Custer decides to upstage General Terry at Little Big Horn. —Anonymous

A group of refugees fleeing Chinese Communist rule via train are beset by a gang of terrifying outlaws.

It is 1831. British King William IV has appointed a new governor (Cecil Parker) for New South Wales in Australia. In full dress military redcoat and cocked hat at an arrival ceremony, he gives a brief speech that is marred by disrespectful comments from some rowdies in the crowd. A younger cousin of the governor, Charles Adare (Michael Wilding) has traveled with him from Ireland. Even before the end of the speech, Charles is approached by a local banker who offers his services. Charles admits he doesn't have a penny, yet hopes to make his fortune in Sydney. The banker says he can help anyway, so Charles agrees to meet him the next day. During the next day's appointment, a powerful local landowner named Sam Flusky (Joseph Cotton) enters the bank and the banker points him out to Charles as an example of what fortunes might be made in Australia even with a convict background. Charles asks to be introduced, as he seems to recall the last name. The banker warns him that in Australia it is not acceptable manners to ask about a person's past or convict status. Upon introduction, Flusky recognizes the name Adare, and almost immediately proposes a business deal requiring no capital when he learns that Charles is a cousin of the Governor. Flusky offers Charles a temporary loan to acquire a certain land parcel that Flusky wants but cannot purchase directly because of legal limits on land grant applications, and Charles agrees to help with the promise of a huge quick profit. Charles later tells his uncle about the plan. But when the uncle wants to know about Flusky, Attorney General Corrigan (Denis O'Dea) strongly discourages any deals, saying that Flusky is now acting within the law but is a very unsavory character with a criminal past. The Governor then orders Charles to avoid Flusky. Since he wants the easy money, Charles disobeys the uncle and accepts an invitation to dine at Flusky's home. He comes to dinner at Flusky's large and elegant home in a carriage. The driver comments on Flusky's low social prestige despite his wealth and translates a motto displayed at the entrance: "Minyago Yugilla?" means "Why Weepest Thou?" Charles walks around the house before ringing the entrance bell, overhears and witnesses things that tell him that Flusky is using him to climb in social standing because he is the Governor's relative, and also that Milly the housekeeper (Margaret Leighton) is a willful tyrant who keeps the kitchen staff under control with a whip. As other guests arrive, including Attorney General Corrigan, they are all male, as all wives invited give an excuse not to attend. And, as reported by Milly, Sam's wife is not well, and also will not attend. Halfway through the meal, Sam's wife (Ingrid Bergman) comes down the stairs in bare feet and dressed in something that is more like a nightgown than a dinner dress. She welcomes the gentlemen, and walks unsteadily to sit at the head of the table. Charles recognizes Mrs. Flusky as Lady Henrietta, an aristocratic neighbor he remembers as a child growing up in Ireland. "Hattie" was a friend of Charles's sister. He sits next to Hattie, she recognizes him, and is happy to recall events of their past. But it appears Hattie is an alcoholic and on the verge of madness. After a short while Hattie decides to go upstairs to her room, but on arriving there, she utters a terrified scream calling for Charles. Charles rushes up and finds Hattie trembling outside the door and talking about the horrible thing on the bed. Charles enters the bedroom, finds nothing, yet shoots into the fireplace and comes out comforting Hattie and saying nothing can hurt her any more. Af the guests leave, Sam expresses his displeasure at the guests' wives who snubbed his invitation, and his gratitude to Charles because he saw that Hattie had been genuinely pleased and interested to have seen him. Sam encourages Charles to come again hopes that the younger man's friendship will be able to cheer up his wife. In Sam's view, Hattie's condition is the result of isolation and of being snubbed by the social establishment, and the fact that they became different people in a different environment after the years of his imprisonment. They're now an unhappy couple who are shunned by established society. Charles agrees to try to help her regain a sense of stability. Meantime, Milly is seen giving alcohol to Hattie and spying suspiciously on Charles. Charles recalls the details of the scandal back in Ireland: Lady Henrietta, of the landed gentry and Sam Flusky, a groom on her estate eloped to England. They were pursued by her brother, and when they were found, Flusky shot him dead. As the brother was armed and had also fired a shot, Flusky was not hung but taken to Australia. Lady Henrietta followed him to Australia and waited for his seven year term to end. When Sam was released they found they had much changed during those years, and the marriage was not happy. Sam concentrated on becoming rich and being able to afford material goods for Hattie, but it wasn't enough, Hattie started to drink and lost interest in everything. In the following years, the relationship with Sam had not recovered, and had been made worse by Henrietta's increasing alcoholism. Meantime the household is run by Milly. who keeps it functioning, and keeps Lady Henrietta under control. Charles insists on completing the land deal with Flusky. This angers his cousin the governor, who expels him. As Charles has as yet no money, he turns to Sam, who invites him to move in and try to cheer up and rehabilitate Hattie, getting her to become interested in horseback riding, in clothes, and life itself. He moves in, and slowly revives the self-reliant woman that Hattie was once. One of his first successes is to convince Hattie to look at her own reflection, as in a mirror, for the first time in years. But Charles' efforts to rehabilitate Hattie conflict with Milly's aspirations of control. Milly keeps throwing up various snags to upset the recovery. Charles begins to notice this, but not Sam. At one point, Hattie becomes confident enough to try to run her own household and kitchen without Milly. However, Milly has undermined Hattie's authority with the kitchen staff. The kitchen help, used to Milly's control, disobeys, and Hattie realizes that she has no say in her own house. She locks herself in her bedroom and refuses to come out. Charles, encouraged by Sam, enters her bedroom through a balcony and convinces Hattie not to give up. When Milly is called to the bedroom to help the mistress undress for bed, she knocks and because the door is locked and Charles is there she accuses them to be in a physical relationship, despite the fact that Sam had been standing below outside and probably was aware of everything that went on in that room. In desperation, Milly arranges to expose Hattie's hidden collection of empty wine bottles from the bedroom to humiliate her in front of the servants. This last trick backfires, Milly threatens to resign and leave, and, to her surprise, she is ousted from the house. Once Milly is ousted, Hattie takes real control of the kitchen, and her recovery proceeds ever faster. One day, Charles brings in an invitation to the Governors ball, addressed to Sam and Hattie. A dress is ordered, Hattie dresses up beautifully, but at the last minute Sam refuses to go and insists that Charles escort Hattie in his place. He is feeling rejected because he bought a spectacular ruby necklace that he intends to give to Hattie, but before he gives it, Hattie and Charles comment that ruby color isn't the best match for the coloring of the dress she is wearing. At the ball, Hattie is stunning and catches the Governor's eye. Before he realizes who she is, he shows her great deference and admiration. Meantime, the reception staff has identified her invitation as a forgery. But the governor insists that she stay, including Charles, whom he had ordered expelled from the ball shortly before. Right after Hattie and Charles leave for the ball, Milly, approaches Sam at his home, and asks to be taken back. It is clear that she is in love with Sam and wants to replace Hattie. Sam listens to her long plea in a speech that insinuates in all conceivable ways that Hattie is either having an affair with Charles or in any case is humiliating Sam by appearing in public with Charles instead of her husband or failing that, that everyone will think they are in love and thus humiliate Sam even more and the results could be socially disastrous. She also works in that Charles and Hattie are of a different social class from Sam, that they have views and conventions that allow them to do things that would be considered shameful for ordinary, non-aristocratic people. At first Sam does not react, since, after all, Charles is substantially younger than Hattie, and anyway his demeanor throughout has been that of a male who is not interested in women, much too interested in clothing, and always impeccably dressed. But Milly eventually manages to make Sam enraged about the situation. Sam goes to the ball, makes a scene, humiliates Hattie, who returns home upset and weeping. Charles follows Hattie home and attempts to calm her. Hattie tearfully confesses to Charles how she deeply loves and is honor bound to Sam, because it was she who shot her own brother, not Sam, and Sam took the blame to save her from prison. Sam returns to the house, demands that Charles leave for good. Charles takes a horse but regretfully the horse stumbles and breaks a leg, forcing him to return. Sam gets a gun, kills the horse, and as he re-enters the house, in a combination of anger and accident, Charles is shot. Sam is immediately incarcerated, as his convict past demands immediate jail for any violent offense. Hattie, in an attempt to save Sam, confesses to having shot her brother, the crime that led to Sam's original conviction. But such a confession brings complications, in that Sam would be freed only if Hattie were sent back for trial. They are in a real dilemma: If Sam corroborates Hattie's confession, he goes free and she goes to jail. If he does not corroborate her confession, he goes to prison for good. The Attorney General is not being helpful, since the governor wants to jail somebody for having shot his cousin. Corrigan gives Sam 24 hours to make up his mind about what his story is. Meantime, Milly, seeing her chances to get Sam slipping away, attempts to poison Hattie. She is discovered in her plot, found to have planted a shrunken head at the bed to frighten Hattie from time to time, and ousted. Meantime Charles has recovered from the wound, and, at the critical moment, reappears to vouch that he was shot in a true accident and not in a violent act by Sam. Charles is put back on a ship to return to Ireland and is waved goodbye by the now happy Sam and Hattie.

Sights of Vienna, Austria, flash across the screen as an Englishman's voice (Carol Reed) describes the racketeer trade in the post-World War II era. He describes that many amateurs have tried to get involved in this career, but he implies that they always end up dead. Meanwhile, the city is quartered into sectors policed by occupying forces -- the English, the Russians, the Americans and the French -- though they barely can handle the criminal element and don't even speak the same language. The city is devastated ("bombed about a bit," says the narrator), covered in jagged rubble. He begins to tell the story of an American coming to Vienna named Holly Martins, who has come to accept a job from an old friend. Holly Martins (Joseph Cotten) gets off his train and is surprised that his friend, Harry Lime, isn't at the station to meet him. Holly goes to Lime's flat, but the building porter (Paul Hörbiger), through extremely broken English, tells him that he just missed Lime's friends leaving with a coffin. The porter says that Harry was killed, hit by a truck right in front of the building. Martins goes to a massive graveyard and finds a funeral service. An Englishman (Trevor Howard) hovering nearby informs Holly it is Harry's funeral. Standing by the grave are two middle-aged men, both of whom eye Holly suspiciously. Also in attendance is a pretty woman (Alida Valli) who doesn't notice him. After the funeral, Martins begins to walk back into town, and the Englishman offers him a ride. The stranger introduces himself as Major Calloway, a police officer in the British sector of Vienna, and offers to buy him a drink. Holly agrees and proceeds to drink while reminiscing about Harry. It is revealed that Holly is an author of pulp Western novellas. As he talks about his old friend, Calloway says that it's better that Lime is dead, since he was a murderer and a racketeer. Holly takes umbrage at Calloway's suggestion and reaches to punch him, but he's quickly socked in the face by fellow English soldier Sergeant Paine (Bernard Lee). Paine apologizes and escorts the tipsy Martins to the nearby hotel, explaining to Holly earnestly that he is a huge fan of his books. Calloway sets Martins up at the hotel for the night, telling him he can catch a plane out of Vienna the next day. Holly promises he will prove him wrong about Lime. Happening by on the way out of the hotel is another Englishman named Crabbin (Wilfrid Hyde-White). Paine tells Crabbin that Holly is an author, and though Crabbin has never heard of him, he is excited to have a writer in Vienna. Crabbin introduces himself to Holly and explains he represents the British cultural propaganda department in Vienna. He invites Holly to stay and give lecture in a few days at the department's meeting. Figuring he could use the extra time in town as an opportunity to look into Harry's death, Holly accepts the offer. Holly is then called on the hotel phone by a man who identifies himself as Baron Kurtz. The man says he is a friend of Harry's. Martins and Kurtz set up a meeting at a nearby cafe. When they meet, Holly recognizes Kurtz (Ernst Deutsch) as one of the two men at Harry's funeral. Kurtz is carrying one of Holly's books, which he says Harry had given to him, and a small dog. Holly proceeds to grill Kurtz about the circumstances of Harry's death. Kurtz and Martins go out to the street in front of Harry's apartment building to reconstruct the events of the accident. Kurtz's version is this: he was walking out of Harry's flat with him when Harry saw a Romanian friend of his, Popescu, across the street. Harry then began to cross the street to greet Popescu when a truck drove up and ran Harry over. Then Kurtz and Popescu carried Harry to the sidewalk. Shortly thereafter, Harry's doctor, Dr. Winkel, happened by. The doctor was too late to save Harry, however. Holly asks Kurtz to help him investigate further, but Kurtz says as he is an Austrian, he must be careful with the police. Martins tells him the police think Harry was a racketeer. Kurtz points out most everyone in Vienna is mixed up in some sort of racket, but mostly nothing serious--tires, stamps, etc. Kurtz describes how after Harry was hit, he instructed him to see after Holly when he arrived. Holly points out the porter, who is near them outside the apartment sweeping, told him that Harry died instantaneously. Kurtz looks the porter over and says that Harry died before the ambulance arrived, but that he was still alive immediately after he was run over. Holly tells Kurtz he wants to speak to Popescu, but he says Popescu has left Vienna. At Holly's insistence, Kurtz tells him the identity of the pretty woman at the funeral. He does not remember her name, but he tells Holly she was a companion of Harry's who works as an actress at a local theater. Kurtz tells Holly he lives in the Russian sector but works at the Casanova Club, and if he has any need for advice to contact him there. Holly then tries to question the porter again. However, the porter's wife, overhearing the conversation, looks frightened and calls for her husband to come inside. That evening, Holly goes to theater where the woman, named Anna Schmidt, is performing. He introduces himself as a friend of Harry Lime's, and she tells him to come back after the show. When he meets her afterwards, Martins finds out that Anna, so depressed over Harry's death that she declares she wishes she too were dead, had been dating Harry for some time and that Harry had allegedly asked Kurtz that Anna be taken care of as well just before he died. Martins thinks it funny that Harry had time to think of both him and Anna right after the accident, even though he supposedly died instantly, or at least very quickly. Anna also reveals that the man driving the truck was Harry's own driver. Holly tells Anna that he has a feeling that there's something suspicous about Harry's death -- that seemingly everyone he knew was at the scene -- and he convinces her to help him speak to the porter again. Anna and Holly go to talk with the porter in Harry's apartment. Anna pokes around the flat, seemingly reminiscing, and half-heartedly translates the German for Martins. The porter tells them that Harry's neck was broken in such a way that he had to have died immediately; therefore, there was no way he could have asked Kurtz that Anna and Martins be taken care of. He also says that three men carried Harry to the sidewalk, not two (Kurtz & Popescu), as Kurtz had claimed. Holly asks the porter why he did not reveal this information at the inquest, and the porter responds he didn't want to be mixed up in the situation and that he wasn't the only witness who did not give a complete testimony. As Holly tries to convince the porter take his story to the police, the conversation becomes heated. The porter, who becomes fearful, insists in German that Holly leave and never come back. An elfin boy spies them arguing just before Holly and Anna leave. Holly walks Anna back to her place and they are met by Anna's landlady (Hedwig Bleibtreu), who frantically tells her that the police are inspecting her apartment. Holly and Anna go upstairs to find Major Calloway and Sergeant Paine supervising as her apartment is torn apart. Calloway asks for her passport, which he and Paine inspect and then suspect is fake. The Major tells her he must keep it. Holly tells Calloway that he suspects Harry may have been murdered, but he says he doesn't care how Harry died as long he's dead. He suggests Holly should go back to the airport and go home. As they continue to go through her things, including love letters to her from Harry, Anna explains quietly to Holly about her passport, which she reveals Harry forged for her. She explains that she is Czechoslovakian and that the Russians would claim her and have her deported if it was found out that she was not Austrian. Calloway takes Anna back with the other officers to the police station, and on her way out, Holly asks her to remind him of Harry's doctor's name so he can go talk with him. Holly goes to ask Dr. Winkel (Erich Ponto) about Harry's death. The doctor was the man standing by Kurtz at the funeral. In his home, Holly sees the same small dog that Kurtz was carrying earlier. The doctor tersely adheres to Kurtz's take on the events, and he confirms that he arrived after Harry was already dead. Holly asks if it's possible that Harry was pushed in front of the truck, if he knows if Harry could have died instantaneously or not, and if there was a third man who helped carry Harry's body to the sidewalk. Dr. Winkel tells Holly he can give no additional opinion as to the circumstances of the accident, since he did not witness the event and the injuries would have been the same no matter how it happened. He also says there was no third man on the scene by the time he arrived. At the international police station, Anna sees a Russian officer flipping through her papers as she waits. Calloway comes in and questions her about Harry. He shows her a picture of man named Joseph Harbin and asks if she knows who he is. Anna says she's never seen him before. He explains that Harbin is a worker in a military hospital, but she insists she does not know him. He accuses her of lying, which he says is stupid because he could help her with her passport. He explains that in one of her confiscated letters, Harry had written her to instruct her to place a call to the Casanova Club for someone named Joseph. Anna barely remembers that the message for Joseph was something about meeting Harry at his home. Calloway tells her that the day she telephoned that message to Joseph Harbin, he disappeared. Anna insists Calloway has Harry all wrong, and he sends her away, though he keeps her passport and belongings. Anna then goes with Holly, who was waiting outside the station for her, to the Casanova Club. Crabbin is inside just leaving, and he reminds Holly of the lecture he is to give the next night. Holly and Anna sit at the bar and see Kurtz playing violin for a dining couple. Kurtz looks dismayed to see Holly again and, when questioned, insists that only he and Popescu carried Harry and that the porter must have been mistaken. Kurtz says that Popescu happens to be at the club that night, despite his earlier claim that Popescu was out of town. Holly meets Popescu (Siegfried Breuer), whose account of Harry's death mirrors Kurtz's account in all aspects. Holly again asks if a third man helped him and Kurtz carry Harry's body, but Popescu denies this, asking where Holly heard such a thing. He tells him the porter at Harry's building had heard the accident and witnessed the aftermath. This is evidently news to Popescu, who was unaware that the porter was a witness since he had not given testimony at the inquest. Popescu is then seen arranging and attending a mysterious meeting on a bridge with Kurtz, Dr. Winkel, and an unseen fourth man. The following morning, while Holly wanders thoughtfully in front of Harry's former home, the porter leans out the window and apologizes to Holly for his previous demeanor, arranging to meet with him later to tell him something important. When the porter closes the window and turns around, he reacts with surprise and terror to an unseen person who has presumably snuck up behind him. Holly goes to visit Anna to tell her the porter wants to talk to him again. She is especially depressed about Harry, and she begs Holly to tell her stories about him. They talk about Harry, painting him as a mischievous boy who never grew up. She insists they go see the porter together, accidentally calling him Harry, which lightly miffs Holly. As they walk up to the front of the porter's building, they see a crowd gathered near the door. Anna immediately wants to leave, assuming it to be trouble. Holly, however, walks over to the crowd, where he is told the porter has been murdered. The little boy who had seen Holly and the porter arguing begins insisting something about Holly loudly in German. Slowly, the assembled crowd turns to stare at Holly. Anna explains that the crowd thinks he is the murderer. He grabs Anna and they run away. The crowd pursues them, with the little boy in the lead. Holly and Anna duck into a movie theater, losing the mob. Holly tells Anna to go back home where she'll be safe. Holly eventually makes his way back to his hotel, where he asks the desk clerk for a taxi driver. The clerk indicates that an imposing-looking man standing there is a driver already waiting for him. With Holly in the back seat, the driver speeds off recklessly without Holly saying where he wants to go. Holly, very frightened, asks him if he is taking him to be killed. The driver does not answer and finally stops in front of a doorway. Holly, sure that he's about to be murdered, starts to run, but the door opens. Crabbin greets him, and Holly realizes it is time for the speaking engagement that he'd agreed to. Holly struggles with the intellectual questions posed to him. The audience begins to dissipate, while Crabbin agonizes over the misstep of hiring Holly. Unexpectedly, Popescu arrives, and he asks Holly if he's working on a book. Holly says that he's writing a book called "The Third Man" and that it's based on fact. Popescu suggests that Holly stick to fiction, but Holly insists he will finish this "book." As the meeting is closed, two thuggish-looking men arrive and get whispered orders from Popescu. Holly takes off up the spiral staircase at the back of the building and the two thugs pursue him. Holly ducks into in unlocked room, where he is bitten by an unexpected parrot. He makes his way out of a window and finds refuge from the thugs in a car hidden among the wartime rubble. Once safe, Holly goes to the international police station to tell Calloway about his findings. Calloway, though now convinced that Harry Lime was murdered, is still indifferent and explains that it's better that Harry is dead. Holly insists he is wrong, so the Major offers to show Holly why he believes Harry is guilty of racketeering and murder. Calloway then presents a myriad of evidence, proving that Harry obtained penicillin illegally, diluted it, and sold it to war-ravaged, poor hospitals, resulting in the painful deaths of many people. (Watered-down penicillin is not only ineffective, but it also makes the patient immune to future doses of penicillin, thus rendering medical treatment incredibly difficult or impossible.) Many of his victims were children with meningitis; the lucky ones, the Major says, died, and the unlucky ones lived and went insane. He shows Holly a slide of the hospital worker Joseph Harbin, who he explains helped steal the penicillin for Harry. The police forced Harbin to give them information about Harry's operation, but he has recently gone missing. Holly, now convinced of Harry's guilt, is devastated by the news about his old friend and agrees to go back to America. After Holly goes out to a bar and gets drunk, he buys flowers and takes them to Anna in her apartment. He drunkenly calls to Anna's cat, who is indifferent to him, and Anna explains the only person the cat ever liked was Harry. The cat slips out the window. Anna lets Holly know that Calloway also told her about Harry's misdeeds, and though she now believes in his guilt as well, it doesn't change her feelings for Harry. We then see a man outside Anna's window on the street. He ducks into a dark doorway. Anna's cat, who has run out of the apartment, curls up at his feet. In the apartment, Anna says Harry is better off dead, but not because he was punished for doing wrong, as Calloway believes. Holly agrees he's better off dead, and he no longer cares who killed him or why. He believes there was justice in Harry's death, and he says maybe he would have even killed Harry himself. He also tells Anna that he's fallen in love with her, but she makes it apparent that the feeling isn't mutual, as she thinks only of Harry. Disappointed and still drunk, Holly stumbles outside to return to his hotel, but he sees the obscured man standing in the dark doorway, the cat still at his feet. Holly shouts at him to stop spying and to show himself, but he does not move. Holly's noise causes a woman upstairs to turn on her light and open her window to yell at him to be quiet. The light from the woman's apartment shines down into the street, revealing the man in the doorway to be Harry Lime (Orson Welles). Harry smiles at a shocked Holly, but slips away when the woman turns off her light. Seeing Harry's shadow running off down a nearby street, Holly takes pursuit. He follows the sound of footsteps down a passageway that opens into a plaza, but once Holly reaches the end of the passageway, Harry is already gone. Holly brings Calloway and Paine out the area to re-enact the events, but they are unconvinced. However, suddenly a light bulb goes off for Calloway as he eyes a booth in the plaza. Opening the door on the booth, Calloway shows Holly that it is an entranceway to the Vienna sewers, with steps leading downwards. They follow the stairs into the sewers, where they see an endless range of tunnels for Harry to use as escape routes. That night, Calloway leads a team to excavate Harry's grave. When they open the coffin, the body inside is revealed to be that of Joseph Harbin. The international police come to Anna's apartment for her as she lies in bed crying in Harry's old pajamas. Anna surely assumes this is because of her forged papers. As she is led into the station, Holly sees her and yells at her that he's seen Harry alive. Calloway is standing in the hallway as the police lead her through the station, and he instructs them to bring her into his office. He interrogates her alone, asking when she saw Lime last. He explains in his coffin was Joseph Harbin's body. She looks thrilled as she realizes this does mean that Harry is alive, and she asks where he is. Calloway thinks she might know, but it is clear she was not aware he has been alive either. He says they know Harry is hiding in the Russian sector (which is where Kurtz lives, as he told Holly), and that if she helps them catch Lime, Calloway will help her with the Russians, who are about to interrogate her about her passport. She cannot help him, though, and he tells her they will catch him eventually, as Vienna is a closed city. She says that she wishes that he was dead, as he would be safe from "all of you." The next morning, Holly goes to visit Baron Kurtz's apartment in the Russian sector. Kurtz looks over his balcony and invites Holly up, but Holly refuses, as he shouts back that he wants to speak only with Harry. Dr. Winkel comes out on the balcony also, and he and Kurtz exchange concerned looks. Though they admit nothing about Harry, Holly insists that he come meet him at the nearby fairgrounds. As Holly waits next to the Ferris wheel, he spots Harry walking up to warmly greet him, acting as if nothing has changed. They go for a ride on the Ferris wheel. Harry shows no remorse for his penicillin racket, asking Holly about the people far below them if Holly would really care if one of "those little dots" stopped moving forever, especially if he were paid for each dot. When Holly reveals that he told the police about seeing Harry, Harry is very unhappy that Holly has been talking to the cops. Harry, staring at Holly, clearly considers shooting him and throwing him out of the Ferris wheel to his death. Holly takes him seriously enough to wrap his arm tightly around the car door should Harry try anything. However, when Holly also says that they've dug up his grave and found Harbin, Harry changes his mind and jokes that neither one of them would ever think of doing something to the other. Harry also reveals that he was the one who informed the Russian police about Anna's forged passport as payment for them letting him hide out in the Russian sector. As they finish the ride, Harry offers to cut Holly in on his schemes, but without waiting for an answer, Harry leaves quickly, telling him that they can meet again any time he wants, but no police. Holly goes to meet with Calloway and tells him he knows where Harry is staying. The Major tries to convince him to help them trap Harry by arranging to meet him at a cafe in the international zone. However, though Holly knows his friend has done wrong, he is unwilling to be the one to doom him. Just then, the Russian officer comes in with Anna's passport, explaining to Calloway that she must be deported. The Major mentions to him that the Russians were supposed to be helping the British police with Harry Lime, but the Russian says the two cases are not related and that they will get to his case eventually. He leaves the room, Anna's passport sitting on Calloway's desk. Calloway, seemingly resigned to Holly giving up in Harry's case, talks about how helpful Holly could have been in getting Lime, but Holly is staring at Anna's papers sitting on the desk. Holly asks what price would Calloway pay for his help, and he tells him to name it. Paine accompanies Anna to board the train that will save her from the Russian authorities. Just as she settles into her car, she spies Holly trying to see her off inconspicuously. Understanding that her leaving must have been part of a deal Holly struck with Calloway, she gets off the train and confronts Holly about why he's there. He admits he has agreed to "betray" Harry in turn for her getting away. Anna makes it evident that she's disgusted with Holly and could never do anything to hurt Harry. She leaves angrily, ripping up her passport, and allows the train to depart with her belongings. Now despondent, Holly asks that Calloway and Paine just take him to the airport, having changed his mind to help them catch Harry. He shows them Anna's torn up papers. Calloway agrees, but on the way to the airport, the Major makes an extra stop. It is the children's ward of a hospital, where Calloway shows Holly the devastating effects of Harry's dilluted penicillin. Horrified by the sight of painfully dying children, Holly reluctantly agrees again to entrap Harry. At a cafe Holly waits to meet Harry while Calloway, Paine, and several other policemen stake out nearby in the shadows. Anna comes into the cafe to admonish Holly, his location disclosed to her by Baron Kurtz as he was being arrested. While she talks to him, Harry has snuck in the back of the cafe. Just as Harry enters behind Anna, she yells at Holly for being a police informant. Harry reacts, drawing a gun to shoot Holly. Anna is standing in the way and tells Harry that he must escape or the police will get him. Harry tells Anna to move so he can kill Holly, but he spots Sergeant Paine entering the front of the cafe and turns to run. Harry rushes to the nearest sewer entrance and goes down into the tunnels. Paine, Calloway, Holly, and international policemen pursue Harry through the maze of sewer passages. Harry, for a time, evades the many men, but he is eventually cornered. Holly happens upon the panicked Harry and, hiding from the range of Harry's gun, tells him that he must give up. Sergeant Paine, followed by Calloway, comes rushing to Holly to warn him to get back, but Harry shoots Paine, and he falls. Harry tries to run but is shot by Calloway. Harry manages to crawl out of sight while Calloway leans over the dying Paine. Holly takes Paine's gun and sets off after Harry, and Calloway tells him to shoot on sight. In a passageway, badly wounded, Harry strains to climb up steps to escape through a sewer grate. He manages to make it to the top of the staircase, where he reaches his fingers up through the grate, feeling the air above. However, he is too weak to lift the manhole cover, and he drops his head into his arms. Holly walks up and aims the gun at Harry. Harry weakly lifts his head and nods slightly at Holly, a silent okay for Holly to mercy-kill him. A shot rings out in the sewers. Calloway sees the figure of Holly emerging from the passageway alone. Soon after, Harry again has another funeral in the same cemetery. Holly, Calloway, and Anna are the only attendees. After the service, Calloway begins to drive Holly to the airport. Seeing Anna walking behind them down the same tree-lined trail as the first time he saw her, Holly asks to get out to speak to her. Holly waits for Anna as she walks down the long road toward him. When she nears him, though, she does not acknowledge his presence and walks by. Holly doesn't say anything, but he puts his head down and lights a cigarette.

Charlotte Newton is bored of her quiet and uneventful life. All she wants is for her sophisticated and well-traveled uncle, Charlie Oakley, to come visit them. To her surprise and happiness, a telegram announcing her uncle`s visit arrives. However, something seems to be off when he visits. When two strangers show up with questions about him, Charlotte realizes her beloved uncle Charlie may not be who she thinks he is.

Friends Bill Morley and Rosey Blake both spy debutante Penelope Craig at an American Red Cross blood drive and are attracted. Bill, a playboy flyer, pretends to be a doctor in order to meet Penny and get her address and phone number for his "little black book." That night, Bill and Rosey crash Penny's parents' anniversary party at the Craigs' home, and to get even, Penny exposes Bill's deception by introducing him to some old family friends: hypochondriac Mrs. Cartwright and physician Dr. Crane. Before he leaves her parents' home, however, Bill kisses Penny, and she immediately falls in love with him. Penny then follows Bill to a Burbank nightclub, which is near the Vega Aircraft factory where Bill and Rosey work on the assembly lines. Later, Penny and Bill go to the beach, and Bill tells her that she should not get involved with him, as he is not the domestic type and is merely waiting for his papers to join the Air Force. Not to be dissuaded, Penny gets a job at the aircraft factory, and when she is unable to find Bill in the giant plant, she performs a song at lunch to attract his attention. That night, while the Craigs are screening home movies, Bill comes over to their house and tells Penny that he has gotten his orders. They try to break up, but quickly discover that they have fallen in love and decide to spend what little time he has left in the United States together. Just before Bill is about to leave for overseas duty, however, Hannah Gordon, one of Penny's friends at the factory, learns that her flyer husband has been shot down over the Pacific. Penny then goes to her father Judson and asks him to use his influence to keep Bill at the aircraft factory. Judson refuses and tells Penny that it is her duty to support Bill's induction into the military. Penny then returns to the factory to learn that Bill has decided to end their relationship. Later, Bill tells Rosey that he ended his romance with Penny to spare her the pain he saw Hannah suffer. Rosey then goes to the Craig home and tries to give Penny a note, telling her that Bill really loves her, but Judson has ordered Binns, the family butler, not to allow either Bill or Rosey in the house. Penny receives the note, however, and races to the airport in time to say goodbye to Bill. When he tells her that he is still worried about her, Penny, paraphrasing Hannah, replies that "if he flies 'em, then she'll build 'em."