Orson Welles

Looney Tunes documentary film hosted by Bob Clampett, including nine complete cartoons from the 40s and the artists behind the characters. Animator Robert Clampett presents a history of "Termite Terrace," the little shack on the Warner Brothers studio lot which in the 1930's and 1940's housed the animation unit which gave birth to Porky Pig, Daffy Duck and Bugs Bunny. Includes color and black-and-white home-movie-type footage shot at the time showing such animation greats as Clampett, Tex Avery and Chuck Jones. Also featured are nine complete Warner cartoons. —Paul Penna <tterrace@wco.com>

Casino Royale (1967) Sir James Bond (David Niven) retired at the height of his powers when forced to betray his lover Mata Hari, and now lives in an English country house, surrounded by lions, devoting himself to Debussy and cultivating black roses, attended by his butler (Erik Chitty). However, alarmed by the mounting losses of their spies, he is visited by the heads of the British ('M' or McTarry; John Huston), French (LeGrand; Charles Boyer), American (Ransome; William Holden) and Russian (Smernov; Kurt Kasznar) Secret Services (collectively driven by M's chauffer John LeMesurier), who petition him to return. He refuses, considering himself to belong to a nobler tradition, and them all gadget-ridden "jokeshop" spies, and deploring the handing on of his legend, name and number to a "sexual acrobat". Even a letter from the Queen does not sway him, and as a final desperate trick M signals for Sir James' home to be blown up by the Army: the attack also kills M (but not, apparently, the others). Smersh Authority (the villains) learns that "Sir James Bond is back, with his morals, his vows and his celibate image. We must destroy that image". Sir James, thus forced out of retirement, travels to Scotland, taking M's toupee (the only surviving relic or heirloom) to M's widow, Lady Fiona, who has been substituted by Smersh agent Mimi (Deborah Kerr). She explains the rituals surrounding the death of The McTarry, which include a banquet (with fresh goat haggis and lots of whisky), dancing, and a memorial grouse shoot ("Whenever a McTarry dies, the grouse come into season"). The castle is filled with beautiful girls, agents of Smersh, pretending to be M's eleven 16-19-year-old daughters ("some of us are adopted") including Heather (Tracey Crisp) and Meg (Alexandra Bastedo), who undress Sir James for his bath ("be careful, that's my loose kneecap"), Buttercup ("Daddy's little thermometer", Angela Scoular) whom Sir James discovers actually in his bath, as well as Eliza (Gabriella Licudi), Peg (Elaine Taylor), and Michele (Frances Cosslett). Sir James drinks all the others under the table at the banquet, but when later approached by Mimi in his bedroom claiming he "comfort her" as her "widow's due", upon rejecting her, she calls him a "ninnogaywillycouf" and summons the pipers for a 'worzle', a contest which involves picking up and attempting to throw large stone cannonballs. This he wins, largely as the five pipers (Robin, Jock, Sandy: Bob Godfrey, Percy Herbert) injure themselves in trying to pick up the balls, whereas he manages to pick one up, throw it and catch it. Mimi is so impressed the other girls decide she is a risk and lock her in her room. At the grouse shoot, one of Sir James' cape buttons has been substituted with a homing beacon, and the girls send rocket-launched explosive-laden dummy grouse towards him. Assisted by Mimi, who has escaped down the rather unsafe drainpipe from her room, Sir James uses his braces to fire the button back into the rocket launcher, blowing it up. Mimi, injured, wins a farewell kiss from Sir James ("Madam, are you quite sure you're dying?") before entering a convent, and tells him that their orders came from "Authority: International Mothers' Help, East Berlin" (1). Driving back from Scotland, Sir James is trailed by a remote-controlled booby-trapped milk float (control girl Penny Riley), but manages to escape so that it kills yet another Smersh agent (). In London, he takes over as head of the British Secret Service, whose only surviving members are his secretary Miss Moneypenny (or rather her daughter; Barbara Bouchet), and his assistant Hadley (or rather his son; Derek Nimmo), who explain that all the secret agents apart from Sir James' replacement (now doing television) have been killed in sexually suggestive situations ("stabbed to death in a ladies sauna bath", "burnt in a blazing bordello", "garrotted in a geisha house", etc.) with the possible exception of Sir James' nephew, Jimmy Bond (Woody Allen), last seen in the Caribbean escaping a firing squad ("I have a very low threshold of death") with an exploding cigarette, only to end up in front of another firing squad. Sir James decides to call up all the auxiliary staff, and to create the ultimate 'Anti-Female Spy Device' - a man whom all women desire, but who is indifferent to them. Miss Moneypenny is tasked with finding one such ("your mother did some of her best work at night"), and she finds Cooper ('Coop': Terence Cooper: "Sounds like something for keeping birds." "That's me"). Coop, a holder of the 'Kama Sutra Black Belt', is then sent for his anti-female training, against a gym-full of a variety of exotic, exotically dressed Bond girls (Yvonne Marsh, Veronica Gardnier - there are over 200 beautiful girls in the film), overcoming them all but eventually meeting new secret weapon The Detainer (Daliah Lavi), who also becomes 007 ("I don't do anything, but, unless you're one of them, you do"), Sir James having decided that to create confusion all agents, both male and female, will become 'James Bond, 007'. Sir James personally recruits two new 007 spies. The first is wealthy Vesper Lynd (Ursula Andress: assistant Valentine Dyall), who Sir James persuades using a £5m tax arrears demand (2). Vesper is given the task of approaching and recruiting Evelyn Tremble (Peter Sellers: "Isn't Evelyn a girl's name? No, its mine"), an expert in baccarat at the Buckingham Club, whom Sir James wants to use to defeat Smersh's treasurer, Le Chiffre (Orson Welles), currently gambling with Smersh's money at Casino Royale. She does this, seducing Tremble at her Mayfair flat (to which she has lately had Nelson's Column removed) and also encouraging him to dress up in a number of costumes (including Napoleon - complete with 'Sunny Elba' pamphlet - Hitler and Toulouse-Lautrec: "Come on, you have more to do". "More?!"). Tremble, now also James Bond, 007, goes to Q (Geoffrey Bayldon) and his fey assistant Fordyce (John Wells) in their cellars full of inept inventions (where he is also shadowed by a dwarf dressed as a garden gnome "He's our security man") for his fitting with a gadget-filled suit ("a little bit tight about the..." "Poison capsule compartment?"). Sir James then recruits his own daughter by Mata Hari, Mata Bond (Joanna Pettet), currently working as a living Eastern goddess ("Celestial Virgin of the Sacred Altar" "Figuratively speaking, of course": temple guard Milton Reid, monk John Hollis): there is a superb temple dance sequence. Mata Bond is sent to West Berlin by London taxicab (taxicab driver Bernard Cribbins) to infiltrate International Mothers' Help, known to be a Smersh cover for the Mata Hari School of Dancing, a spy training school, with rather complex neo-Cubist décor, presided over by the formidable Frau Hoffner (Anna Quale) and the diminutive Polo (Ronnie Corbett). Revealing her identity as Mata Hari's daughter, she is shown by Polo to her mother's old room ("What an enormous bed!" "The German army was very large in those days"), where she discovers a secret passageway activated by the cistern, which leads to a projection suite: she also discovers 'little Otto' one of her mother's lovers ("Is he dead?" "Hard to tell. He always looked like that"). She learns that Le Chiffre is, via his agent (Vladek Sheybal) auctioning his art collection of blackmail photographs to raise money: the auction in the auditorium is attended by officers from the British (Jack Gwilliam, Richard Wattis), Chinese (Burt Kwouk), American (Hal Galili) and Russian armies. Warned by the taxi-driver (revealed as Carlton-Towers of the Foreign Office) to prevent Le Chiffre raising the money, as the bidding for the first lot escalates ("Seventy million tons of rice!" "Sixty tons of caviar!"), Mata returns to the projection room, seizes the case of projector slides and flushes them away: she then escapes Polo by unplugging his external heart battery, Frau Hoffner is shot by Otto, and Mata, using a foam fire-extinguisher on the assorted military, makes good her escape with Carlton-Towers (first trying a drain, but on hearing 'What's New, Pussycat', by taxi back to London). Le Chiffre's agent, telephoning him to report his failure, and that Smersh's leader Dr. Noah now knows what Le Chiffre has been up to, is blown up in his telephone box (the explosion also destroys part of the Berlin Wall). Tremble now travels to Casino Royale, where after meeting Matthis, a French inspector of police (with an improbable Scots accent; Duncan Macrae (3)) , and having a car-wash with many eavesdroppers (yet more beautiful girls), in his room meets Miss Goodthighs (Jacqueline Bisset) "the management of the Hotel Tropical present their compliments" who attempts to drug him with doped champagne. Vesper arrives, 'takes care of' Miss Goodthighs, and rouses Tremble. Vesper and Tremble go the Casino: they deposit £100,000 (cashier Graham Stark) and then meet the casino director Slimmington-Jones (Colin Gordon) in his office. Tremble spots that Le Chiffre is using infra-red spectacles to cheat: Vesper steals these: Le Chiffre shows off with some magic (assistants Jennifer Baker, Susan Baker), and then Tremble and Le Chiffre play a very-high-stakes baccarat game (50 million francs: ~£3.6m or $10m at the time), which Tremble ultimately wins. Tremble takes his winnings as a cheque drawn on a Swiss bank. On the way out of the Casino, Vesper is kidnapped: Tremble, advised of this by the doorman (John Bluthal) follows in a racing car (the racing car driver Sterling Moss, as himself, having run off) but is also captured by Le Chiffre, who wants the cheque. Placed in a very elaborate but broken chair in Le Chiffre's dungeon, he suffers torture - not physical, but mental - eventually becoming a Scot in full Highland costume attacked by four Scots marching bands (including Peter O'Toole), he is rescued by Vesper using a machine gun disguised as bagpipes, who then, however, betrays and kills him (and presumably takes the cheque: "Never trust a rich spy'). Le Chiffre is then killed by Smersh agents sent by Dr. Noah. Back in London, Sir James goes to see the Prime Minister, leaving Mata to sight-see ("Mummy would have taken me in" "Mummy took everyone in"): she is captured by a Household Cavalry officer () on horseback and taken by flying saucer, which lands on the now-vacated site of Nelson's Column, to Casino Royale, where, it is now revealed, the secret headquarters of Smersh's leader Dr. Noah are located (announcer Valentine Dyall). Advised of this by former agent Mimi, now a nun collecting donations ("This department has always been very helpful to needy girls") Sir James and Moneypenny follow to Casino Royale: attacked in the casino director's room (which is a lift connecting to Dr. Noah's HQ, activated by pushing the eye of a stuffed tiger) they eventually win through to an audience hall with chairs made of gold ingots to see Dr. Noah himself - who turns out to be Sir James' missing nephew, Jimmy Bond. Jimmy is however speechless in his uncle's presence: "I never should have let Nellie send him to progressive school... I'm beginning to think you're a trifle neurotic". Dr. Noah/Jimmy reveals part of his plans (using a taped message); to release a bacillus which will leave all women beautiful and all men shorter than himself; and then hits a gong to summon his staff and have Sir James and Moneypenny incarcerated. Dr. Noah then reveals to The Detainer, whom he has also captured, stripped and strapped down to a couch ("I learnt that in the Boy Scouts"), his desire to outshine his uncle, and the rest of his plans: to substitute robot doubles for all world leaders (some of which he has already done). He also shows her a pill he has invented, which "looks like an aspirin, it tastes like an aspirin, but it is not an aspirin" - it is in fact an atomic bomb, which goes off after 400 chain reactions. Feigning interest in him, she is released, steals the pill, and manages to slip it into his champagne, and he starts his hiccup-visualized countdown. Sir James, Mata, Moneypenny and Coop (captured earlier) now manage to escape the psychedelically-decorated room in which they have been imprisoned (using exploding 'vaporized lysergic acid' (4)), and making their way back to the audience hall ("Super place for a coming-out party") and meeting up with The Detainer, find their way back to the Casino (with the aid of Frankenstein's monster: David Prowse). Whilst The Detainer escapes, Sir James tries to call London for aid, but is stopped by Vesper; "Dear Vesper. The things you do for money": who has, however, apparently fallen in love with him, and everything that has happened has been a plan to lure him to her at Casino Royale. He overpowers her, and then he and the remaining James Bonds initiate an attack on the Smersh agents in the Casino, aided by the French (Jean-Paul Belmondo: translates 'Merde!' as 'Ouch') and the Americans, both horse-riding Cowboys and tomahawk-wielding Red Indians (air-dropped with tepees as parachutes: Ransome reappears also): George Raft (as himself) shots himself during the affray, and the Keystone Cops have a cameo. Dr. Noah appears with the final chain-reaction countdown hiccups, and the Casino is explosively completely destroyed, killing all five remaining James Bonds (Sir James, Coop, Vesper, Mata, Moneypenny), as well as Dr. Noah/Jimmy Bond. The closing song explains that six James Bonds (including Tremble) go to "a heavenly spot", Jimmy to "a place where it's terribly hot"). Notes: (1) For younger readers: During the Cold War, the city of Berlin was divided by the Berlin Wall (1961-1989) into West Berlin (under Allied control: the Wall surrounded this) and East Berlin (under Soviet control). One of the motifs of the film is that the International Mothers' Help building straddles the border, this being reflected in the interior décor and lighting, and a symbolic rope bisecting the auditorium. (2) In 1967, £5m was half of art auctioneers Christie's annual turnover. Nowadays (2009) it buys 10% of a Titian. (3) There is also a brief pre-credits scene where Tremble (as James Bond) and the Inspector meet in a pissoir (4) Lysergic acid is a precursor for lysergic acid diethylamide (LSD - very Sixties). As its melting point is 240oC, and its (theoretical) vaporization point considerably higher (it degrades), a certain technical liberty is taken by considering it to be an explosive vapour collectable in a seat-cushion-cover in the film (Original version retained below - fades a bit to the end) Any movie directed by 5 different people is bound to be confusing. This is, off course, no exception. The movie starts off with James Bond (Evelyn Tremble (Peter Sellers)) meeting Lieutenant Mathis (Duncan Macrae) of the Special Police in a pissouir in Paris. After Bond checks Mathis' credentials, he follows him out. The credits roll. 4 cars come in from different directions - a Citroen, a Cadilac, a Bently, and what appears to be something Russian. The 4 chaufers wait by their cars as the 4 passengers get into a Rolls Royce, driven by a fifth chaufer. Through conversations between M (McTarry (John Huston)), Ransome (William Holden), Le Grand (Charles Boyer), and Smernov (Kurt Kasznar), we learn that this is the home of the original James Bond. He is pure of mind and body. They property is protected by many lions. James is exercising as the gentlemen arrive. He has a stutter. He complains that the agent that replaced him as James Bond 007 is leaving a trail of dead women behind; that the new gadgets have taken the honour from the profession. He takes them outside to show them his black rose. Each spy head complains that they are losing agents at an alarming rate. They want James to come out of retirement to fix their shared problems. James interrupts them to play some Debussy. We learn that Bond retired because he had to lure his lover, Mata Hari, to her death. He returns from playing. M shows him a letter from the Queen. Still, he refuses the request to return to duty. M lights a cigar as a signal, and British troops bomb the property. His mansion is destroyed and M's toupee is blown off. Cut to a Smersh control room. We hear the head of Smersh (Authority) tell them that James Bond is back, with his morals, vows, and celebate image in tact. He tells them to initiate Plan B to attempt to destroy that image. We see James driving his Morgan (?) through the British countryside into Scotland. Various spys report his progress. We learn that he is heading for M's (McTarry's) castle. Plan B is in operation with Agent Mimi taking the place of M's widow (Lady Fiona) because she has the best Scot's accent. Sir James presents the remains of M to Lady Fiona (Deborah Kerr). They explain that they'd heard of the death from the Grey Piper. The room is full of women, mourning. They prepare a traditional hagis feast for midnight, where they will dance the traditional Scotish Fling and drink Ouskabar. It is explained (there's a lot of explaining going on, but it really doesn't help) that they drink until they drop in their tracks, then after an hour's rest, the piper awakes them for the morning grouse shoot. James is shown to his room, where Meg and Heather help him undress for his bath. The room is full of paintings of nude women. Meg and Heather tell him that they are 2 of M's 11 daughters - all between the ages of 16 and 19. As they walk down the hall to the bath, they walk past a series of bedrooms, each with a gorgeous girl peering out. James goes into the bath room and starts to undress, when he notices that 17 year old Buttercup is in the tub - testing the water temperature ("Daddy's little thermometer"). She invites him in to scrub his back. James has to turn on the cold water to avoid certain embarassment. Cut to James' room, where we see Meg and Heather swapping a button on his coat - but they are speaking French! We learn that the button is to be used only as a last resort - that Mimi's never failed before. At the hagis feast, everyone is drinking scotch. Two girls have their legs entwined with James at the table, as he listens to Mimi pass on some of the McTarry folklore. Everyone eventually passes out except James, who takes his cup and the scotch decanter up to his room. He's enjoying a nightcap as Mimi comes in and declares "her Widow's Due", insisting that James "doodle her". He refuses, so she insists that he "pay the piper". She blows a silly trumpet solo on a hunting horn, and calls the huge Scottish pipers in. They are going to "wassle" - play catch with heavy stone cannon balls. The first 5 do themselves in trying to lift and throw the balls. The sixth manages a throw that James catches and throws back. The piper catches the ball, but the weight forces him back, into an armour display, which falls on him and knocks him out. James then picks up the last wassle ball and karate chops it in 2. Mimi is stricken. She praises him in French, blowing her cover. The other girls realize, and lock Mimi in her room. The next morning, James is out for the grouse shoot. Mimi's locked in her room, and realizes that James is in trouble. The truck that brought the beaters is actually a launcher of exploding grouse. Mimi escapes by sliding down a drainpipe outside her window, and come to warn James that the button on his coat is actually a homing device. He shoots the grouse before they can get too close, and tells Mimi to take off his braces. They use them like a slingshot to fire the button back towards the beaters. The beaters use a garter belt to fling the homing button back. James grabs the return shot, and Mimi is able to fire it into the grouse launcher. Mimi is injured, and commits herself to a nunnery. She tells James that they are run by International Mother's Help in Berlin. James leaves the McTarry estate, but is followed by a woman driving an E-Type Jaguar. The women in the Smersh control room activate a rigged milk truck. Through some tricky driving, James gets in front of the Jag, and the milk truck loses its visual feed to Control. Control has to set the truck to automatic. James drives into his gated estate and gets the gate closed as the Jag spins into them. The milk truck plows into the Jag, and they both explode. James shows up at MI5, sees Moneypenny, and gives her a big kiss. Moneypenny enjoys it, but explains that she is actually Moneypenny's daughter. James is on a mission, and has lost his stammer. He meets Hadley, who is also the son of the original Hadley. Hadley goes over the state of MI5's agents. Most have been lured to their death by enemy women agents. The replacement James Bond has quit to "do television". James' nephew, Jimmy Bond was working as a spy in the Caribbean, but hasn't been heard from in a while. In a flashback, we see Jimmy (Woody Allen) about to face a firing squad. He escapes using an exploding cigarette. James assigns Moneypenny to find a replacement 007 agent that is desireable to women, but can be trained to resist them. She selects agent Cooper, and spends the night confirming that he is good with women. The next day, she is having trouble staying awake, but James likes Coopers credentials (6" 2 1/2', 184 lbs, Kama Sutra Black Belt). James announces that all remaining agents and trainees will be known as "James Bond 007" to confuse the enemy. Cooper goes through his anti-female training, flipping off a girl dressed identically to Ursula Andres in Dr. No. The third girl appears later as Dr. Noah's prisoner. James shows up at the headquarters of Vesper Lynd (Ursula Andress). We learn that she is the world's richest spy. She negotiates a trade of the Eiffel Tower for nuclear warheads, and purchases the Lord Nelson's statue. James requests her help in exchange for reducing a large writ for tax arears. Vesper approaches Evelyn Tremble (Peter Sellers) at the Buckingham Club. They come close to kissing, as Vesper suggestively tells him that she would like to go over some of the passeges in his book on winning at Baccarat. She has been reading it in her bed. She will send her car to bring him to her place. Evelyn arrives as Vesper is disposing of a body. In one of the best looking shots in the movie, they walk behind a huge aquarium - in slow motion - to "The Look of Love" song. Vesper is waiting for Evelyn on (in?) her sunken couch. Evelyn admires Lord Nelson's statue from her window. After some suggestive banter, we see Evelyn exercising in his pyjamas and Vesper wearing a nightgown. She films Evelyn dressing up as Hitler, Napolion (complete with a "Sunny Elba" brochure) and Toulouse-Lautrec. She requests his help in breaking La Chiffre, who likes to play high stakes Baccarat. Evelyn accepts, and agrees to become James Bond for the assignment. Evelyn shows up at the MI5 training facility, where we see frog-men firing bows and arrows and a drill sergent leading his men into an elevator. Evelyn is fitted with a wrist-TV, and body armour vest. Cut to James Bond's office, and James has learned that International Mother's Help (IMH) is a Smersh front. He decides that Mata Bond should try to infiltrate. She is his iligitmate daughter with Mata Hari. She gets to IMH and destroys the slides, forcing Le Chiffre to play baccarat. Tremble to France / Carwash / Miss Goodthighs Vesper & Tremble to Casino Le Chiffre's Magic, swap glasses Tremble plays one hand, and loses. Le Chiffre Stirling Moss Big disconnect - Bond is Le Chiffre's prisoner - mind torture Vesper kills Tremble, Dr. Noah's men kill Le Chiffre Mata kidnapped - Mimi gives a hint Ambushed in casino office Escape, but end up in front of Dr. Noah Dr. Noah is Jimmy Bond (Woody Allen) Bacillius The Detainer Looks like an Asperin, tastes like an asperin. 400 tiny little time pills. Vaporized Lysergic Acid - Agent Cooper returns Frankenstein to office Vesper pulls gun on Evelyn American Aid Monkey wearing toupee Indians Police - Keystone Cops Explosion

Cardinal Wolsey (Orson Welles), summons Sir Thomas More (Paul Scofield) to his palace at Hampton Court. Desiring his support in obtaining a divorce from the Pope so that the King can marry Anne Boleyn, Wolsey chastises More for being the only member of the Privy Council to argue against him. When More states that the Pope will never grant a divorce, he is scandalized by Wolsey's suggestion that they apply "pressure" in order to force the issue. More refuses to support continued efforts to secure an annulment for Henry VIII from the Pope as legal and religious options having been exhausted, provide no grounds for the Pope to issue an annulment. Returning by a River Thames ferry to his estate at Chelsea, More finds Richard Rich (John Hurt), a young acquaintance from Cambridge waiting by the dock for his return. An ambitious young man, who is drawn to the allure of power, Rich pleads with More for a position at Court, but More, citing the various corruptions there, advises him to become a teacher instead. Entering the house, More finds his daughter Meg (Susannah York) with a young Lutheran named William Roper (Corin Redgrave), who announces his desire to marry her. More, a devout Catholic, announces that his answer is "no" as long as Roper remains a heretic. Wolsey dies banished from Court in disgrace, having failed to coerce a divorce from the Pope. King Henry (Robert Shaw) appoints More as Lord Chancellor of England. Soon after, the King makes an "impromptu" visit by barge at More's home in Chelsea to inquire about his divorce. Sir Thomas, not wishing to admit that his conscience forbids him to dissolve what he considers a valid marriage, remains unmoved as the King alternates thinly veiled threats with promises of unbounded Royal favor. When More finally refers to Catherine as "the Queen," the King explodes into a raging tantrum. Storming off in a huff, King Henry returns to his barge and orders the oarsmen to cast off. His courtiers are left to run through the mud and into the river to catch up as the King laughs hysterically at their predicament. At the embankment, Rich is approached by Thomas Cromwell (Leo McKern), a member of Henry's court, and political adversary of More. Cromwell subtly inquires whether Rich has information that could damage More's reputation, in exchange for a position at Court. Roper, learning of More's quarrel with the King, reveals that his religious opinions have altered considerably. He declares that by attacking the Catholic Church, the King has become "the Devil's minister." A terrified More begs him to be more guarded as Rich arrives, pleading again for a position at Court. When More again refuses, Rich denounces More's steward as a spy for Cromwell. Now, More and his family, including wife Alice (Wendy Hiller) learn the ugly truth: Rich is being manipulated by Cromwell to spy on him. As a humiliated Rich leaves, More's family pleads with him to have Rich arrested. More refuses, stating that Rich, while dangerous, has broken no law. Still seeking a position at Court, Rich enlists Cromwell's patronage and joins him in attempting to bring down More. King Henry, tired of waiting for an annulment from the Vatican, redefines the Catholic Church in England by declaring himself "Supreme Head of the Church in England." He demands that both the bishops and Parliament renounce all allegiance to the Holy See. More quietly resigns his post as Chancellor rather than accept the new order. As he does so, his close friend, Thomas Howard, 3rd Duke of Norfolk (Nigel Davenport), attempts to draw his opinions out as part of a friendly chat with no witnesses present. More, however, knows that the time for speaking openly of such matters is over. The King will not be appeased. He demands that More attend his wedding to Anne Boleyn (Vanessa Redgrave). More refuses and is summoned again to Hampton Court, now occupied by Cromwell. More is interrogated on his opinions but refuses to answer, citing it as his right under English Law. Cromwell angrily declares that the King now views him as a traitor. More returns home and is met by his daughter. Meg informs him that a new oath about the marriage is being circulated and that all must take it on pain of high treason. Initially, More says he would be willing to take the oath, provided it does not conflict with his principles. One issue for More is that the King cannot declare himself to be the head of the Catholic Church as the head of the Catholic Church is the Pope. However, an expert in the law, More knows that if he does not state why he is opposed to taking the oath, he cannot be considered a traitor to the King; More refuses to take the oath and is imprisoned in the Tower of London regardless. In spite of the bullying tactics of Cromwell, the subtle manipulation of Archbishop Thomas Cranmer (Cyril Luckham), and the pleadings of both Norfolk and his family, More remains steadfast in his refusal to take the oath. When he is finally brought to trial, he remains silent until after being convicted of treason on the perjured testimony of Richard Rich. He is then informed that Rich has been promoted to Attorney General for Wales as a reward. Now having nothing left to lose, More angrily denounces the illegal nature of the King's actions, citing the Biblical basis for the authority of the Papacy over Christendom. He further declares that the immunity of the Church from State interference is guaranteed both in Magna Carta and in the King's own Coronation Oath. As the spectators scream in protest, More is condemned to death. A narrator intones the epilogue. Thomas More's head was stuck on Traitor's Gate for a month. Then his daughter, Margaret, removed it and kept it 'til her death. Cromwell was beheaded for high treason five years after More. The Archbishop was burned at the stake. The Duke of Norfolk should have been executed for high treason, but the King died of syphilis the night before. Richard Rich became Chancellor of England and died in his bed.

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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.

Henri Verdoux (Charlie Chaplin) lies dead in his grave, marked 1880-1937. He is there because he engaged in "liquidating members of the opposite sex" as a business enterprise during the Depression after he lost his job of 35 years at the bank. In a flashback to several years earlier, the Couvais family worries about Thelma Couvais's disappearance since she married a man named Varnay. "Who'd spend three month honeymooning with Thelma?" they all ask. The police suspect a "bluebeard" has married and killed at least 12 women from different French cites for their money. Meanwhile in the south of France, Verdoux, using his alias Varnay, has disposed of Thelma's body in an incinerator. He counts the murder woman's money and calls the local stock market in Paris to invest it. Widow Madame Grosnay (Isobel Elsom) comes to look at the vacant house that Verdoux (impersonating a real estate agent) is trying to sell. She doesn't buy it because Varnay/Verdoux scares her off with his brazen advances. Verdoux returns to his home in Paris where he owns a furniture store... a front for his other illegal activities. Told that he needs money in a hurry or he'll be wiped out, Verdoux hops a train and visits another one of his wives, Lydia Floray (Margaret Hoffman)., who thinks that he works as an engineer. He convinces her to withdraw some money, and when she does, he kills her. Verdoux goes to his house in the countryside, where his real wife (Mady Correl), who is an invalid, and their son Peter live. He presents her with the deed to the house and garden. Although she is unaware of the murderous enterprise that supports her, she can see that he is under great stress. He explains that the times are desperate and many people in France are starving. She is glad that he has a job as a bank teller. Verdoux goes to Lyons to visit another wife, Annabella Bonheur (Martha Raye), in which she thinks that he is a ship captain and he assures her he thinks of her "even on the poop deck." He buys poison to kill her, but the unexpected arrival their maid ruins his plans. Verdoux/Varnay starts sending daily flowers to Madame Grosnay to break down her resistance. Verdoux learns of a painless poison from his chemist friend Morris. He picks up the Girl (Marilyn Nash), a pretty, homeless teenager and brings her back to his Paris apartment over the furniture store. He plans to test his poison on her, but he changes his mind when she realizes she thinks life is beautiful and that she also took care of an invalid whom was her recently deceased father. The Girl is visibly touched when Verdoux gives her some money. However, he poisons the police detective on his trail. Verdoux/Bonheur tries to poison Annabella, but the bottles get switched around. The maid puts the poison on her head thinking that its a hair solution, but it makes her hair fall out. He puts peroxide into Annabella's wine, which he accidentally drinks. Next, he takes her to a deserted lake and tries to drown her, but he falls in the water instead. Madame Grosnay's resistance breaks down and she agrees to marry Verdoux/Varney, but he must sneak out of the wedding ceremony when Annabella arrives as a guest. A little later in 1929, Verdoux is wiped out when the stock market crashes. He decides to stop killing women. In 1937, the Girl, who is wealthy because a munitions manufacturer fell in love with her, takes the broke but still dapper Verdoux to a nightclub. He reveals to her that his invalid wife and son are dead. She wants to help him move on. There, Lena Couvais, the murdered Thelma's sister, recognizes him and calls the police. Verdoux has a chance to escape, but depressed over losing everything, gives himself up to the police. In court at his trial, he blames the war-hungry world powers for having them encourages his mass killing, but he doesn't repent or accept any guilt for his crimes. Verdoux is sentenced to death by guillotine.

War crimes commissioner Wilson (Edward G. Robinson) has a mission to track down the errant Nazi war criminals and bring them to justice. One way is to use Konrad Meinike (Konstantin Shayne) as bait by freeing him and following him to his contacts. Meinike, driven by guilt over his actions during the war has become a Christian. Once free he immediately goes to a small Connecticut town and makes contact with his former Nazi associate Franz Kindler (Orson Welles) who is posing as Professor Charles Rankin. Kindler is hiding out as a teacher with a lovely new wife Mary (Loretta Young). When Meineke arrives in town to appeal to Kindler to give himself up, the professor responds by strangling his old associate and hiding the body in the nearby woods. Kindler believes himself safe because no one has an idea of his former identity. Wilson arrives in town following Meinike, posing as an antiques dealer, and starts sniffing out the dangerous Kindler and a confrontation of wills and cunning ensue.