Trevor Howard

A lawyer, Mohandas Gandhi, returns to British India after finishing his studies from South Africa. He initiates a nationwide movement of non-violent resistance against the British rule.

In 1938, a planet in deep outer space known as "Krypton" is the home world of the "Kryptonians"; a highly-evolved powerful extraterrestrial race of humanoids (resembling humans) and bearing a unique molecular density and structure, a result of the planet's gravitational strength (it is mostly made of crystals) and the radiation of its adjacent red sun. The planet is ruled by a Council of Elders, each representing a particular "clan" and bearing a crest of that particular House. The planet's greatest leading scientist, Jor-El, bears an S-shaped crest symbol, the House of El. He is supervising the trial of three criminals caught attempting to overthrow the planet's government. Using evidence provided by scientist Jor-El (Marlon Brando), the Ruling Council sentences three attempted insurrectionists; General Zod (Terence Stamp) the planet's former defense chief, Ursa (Sarah Douglas) a woman determined to exterminate men other than the man she loves (Zod), and Non (Jack O'Halloran) a hulking killer unable to speak, to "eternal living death" in the Phantom Zone. The vast dome of the planet's capital city opens to the night, and a small extra-dimensional prison - the Phantom Zone - tumbles out of the sky and pulls the three criminals out of the trial room and into an eternity in dimensional limbo through space. While a frightened Ursa begs for forgiveness, Zod defiantly swears that he will have his vengeance on the House of El, no matter how long it takes. Despite his eminence, Jor-El is unable to convince the arrogant Council of his belief that Krypton will soon explode, as his latest studies have found, due to its closeness to the sun causing it to overheat and quake. Jor-El's more pressing concern lies in the orbital shift of Krypton; this shift is putting the planet into the fatal gravitational pull of its central star, a fact blithely ignored by the Council Of Elders. The leader of the Council forbids Jor-El from warning the larger populace or he will be imprisoned in the Phantom Zone himself. Jor-El promises to be silent and that he and his wife Lara-El will not attempt to leave the planet. To save his only infant son Kal-El, Jor-El launches a spacecraft (made of Kryptonian minerals) containing the child towards the planet called Earth, a distant planet with a suitable atmosphere, and where Kal-El's dense molecular structure will give him advanced non-human superpowers. Jor-El and Lara bid their child goodbye before Joe-El installs a green crystal into the ship, a device containing the very essence of himself and Lara as well as the knowledge of the entire universe. He then completes the assembly of the star-ship. The star-ship is programmed to take the child through a trans-galactic warp to a planet populated by primitive humans whose technological development is Millennia behind Krypton, a planet that orbits a yellow sun. Shortly after the launch, Krypton's sun explodes in a supernova, destroying the planet just as Jor-El predicted. The tiny star-ship passes the Phantom Zone before accelerating on its journey to the planet Earth, with the voice of Jor-El providing the infant, who is aging as the ship proceeds, with knowledge. The ship finally reaches Earth in the year 1951 A.D. and plunges like a meteor into a vast wheat field near Smallville, Kansas. Its landing causes a farmyard pickup truck driver, Jonathan Kent and his wife, Martha, to swerve off the road. The couple approach the downed spacecraft and find the young Kal crawling naked out of the crater, unharmed. While John changes the tire on the truck, Martha tells her husband they should adopt the child to raise as their own. As he works under the truck, the jack slips and the truck falls, stopping short of crushing John. The two are astonished to see that the boy has saved John's life, effortlessly holding up the truck's rear and smiling. Fifteen years pass and Clark Joseph Kent, renamed for Martha's maiden name, now lives at the Kent farm is a student at Smallville High School. He is a water boy on the school's football team, and friends with cheerleader Lana Lang (Diane Sherry), but is frequently bulled by Lana's jock boyfriend, Brad Wilson. Clark knows of the vast power he possesses but is forbidden by his father from showing it - although, alone on a football field, he kicks a ball into orbit, then runs home by outrunning a speeding passenger train (even to delightedly jumping across its nose). He is seen by a young girl who tries to tell her parents; her mother (a cameo by Noel Neill, who played Lois Lane in the original Superman serial), however, scolds young "Lois Lane" about telling tall tales. Jonathan, however, reassures Clark that he is on Earth for a reason and that he should not let others bother him. Clark thus feels better, but as he starts to play with the family dog, Jonathan suddenly stops, having lost feeling in his left arm. He then falls to the ground, victim of a fatal heart attack. At Jonathan's burial, Clark mourns his father saying that he should have used his powers to save his father. At age 18, soon after the death of Jonathan, Clark hears a psychic "call" coming from the family barn. Clark enters the barn and finds the remains of the spacecraft that brought him to Earth, and with it the now-activated green crystal of Jor-El. It compels him to travel to the Arctic Northern Pole, where Clark throws the green crystal into the Arctic ice and it expands. The crystal forms the Fortress of Solitude; a palace-like base resembling the architecture of Krypton. Inside, Clark finds a matrix table of crystals; placing one into an aperture, he activates a dimensional communicator that reveals the preserved consciousness of Jor-El, his true father. Through both spiritual vision contact and recorded messages, Jor-El provides the youth with his true identity of Kal-El and takes his son on a journey through time and space to complete his maturation, educating him on the universe and on his purpose in life, as well as training him to use his powers to become a warrior. When the journey ends, Kal-El has aged twelve years to the age of 30, although in the time-twisting of inter-dimensional travel the Earth has aged 22 years to the year 1978 A.D. After 12 years, with his powers fully developed, Clark leaves the Fortress with a colorful blue and red skintight warrior costume, and becomes disguised as a "mild-mannered" reporter at the Daily Planet news company in the capitol city of Metropolis, USA. He meets and develops a romantic attraction to his coworker, ace reporter Lois Lane (Margot Kidder), but she sees him as awkward and unsophisticated. Clark and Lois work for Perry White (Jackie Cooper) their hot-tempered boss at the Daily Planet. Photographer James "Jimmy" Olsen works with Lois (who despite this status has a problem with spelling, frequently being corrected for misspelled words). Lois is initially puzzled by the Clark's shyness and mild social clumsiness, and is particularly struck when the two of them are held up in a back alley by a gunman. Clark faints when the thug opens fire on Lois (the fainting is cover so Clark can catch the bullet in his bare hand, prompting the gunman to run), and in defending himself to Lois rattles off a listing of all the items in her purse. A man named Otis is tailed by Harry and Armis, two undercover cops. Otis is the bumbling sidekick of criminal genius mastermind Dr Alexander Joseph "Lex" Luthor, and he is on his way to Luthor's secret hideout lair underground. The cops tail him to Metropolis Grand Central Station, where Harry sends Armis to get backup while he tails Otis onto subway Track 22 leading out of the station. Otis eventually finds an indentation in the underground tunnel and waits for a train to arrive. A doorway opens under the cover of the passing train, and after it is gone Harry goes to the doorway to try and figure out how to open it. Monitoring the scene from hidden security cameras is Luthor himself, who activates the doorway and violently pushes Harry into the path of the next train. Luthor tells his moll Eve Tessmacher, that his father (Lionel Luthor; a cruel man who disowned Lex as a child), once told him that even if governments and economies collapse, people will still need land and will do anything to get it, a mantra that has guided his criminal career ever since. When Otis arrives in their underground lair, he is reminded of his clumsiness in allowing himself to be followed again. Thus, he is given the non-glamorous and dangerous task of feeding "the babies", a group of unidentified unseen creatures in a vast pit used to dispatch intruders. Luthor's concern lies in a story in the Daily Planet that two nuclear cruise-type missiles with hyper-sonic speed are to be tested using live multi-megaton warheads soon. Luthor intends to use the missile test to fulfill the greatest real estate swindle in history. Lois Lane is scheduled to fly via Planet helicopter to Metropolis International Airport to greet Air Force One, but on the Planet's helipad she boards the chopper and when the chopper begins takeoff, a light cable breaks free of its bracket and in the updraft caused by the chopper snags its landing skids, breaks, and plunges the chopper out of control through the helipad's control shed and crashing onto the ledge. As police hustle panicking bystanders on the streets below to safety, Lois tries to crawl out of the chopper, but the ledge begins to crack and the chopper sags violently toward the street and Lois falls through, hanging on by a seat belt in the air. Clark Kent emerges from the Planet and notices a yellow rain hat on the sidewalk, recognising it as one Lois was wearing. He sees the stricken chopper, and while those around him run for safety, Clark keeps his head and finds a suitable hiding place to change his clothes into his Kal-El suit. Running to another building down the street, Clark opens his shirt to reveal his emblem and then whirls through a revolving door at super speed to become effectively invisible and changes into Superman - to the awe and confusion of a nearby pimp. Superman takes off, just as Lois loses her grip on the seat belt and plunges towards the street below. Superman safely catches her and carries her upward. The chopper now breaks off the ledge and falls, but Superman safely snags it out of the air with one hand and carries it back to the Planet's helipad to the astonishment of the crowd below. When the awe-struck Lois asks who the stranger is, he merely replies, "A friend" and flies off. She faints from pure exhaustion and disbelief. The rescue of Air Force One and other good deeds make the mysterious "caped wonder" a celebrity, as he begins moonlighting as a vigilante. Perry White, for his part, makes discovering the red-and-blue stranger the #1 priority of the Planet and sends his entire staff scurrying to find any scrap of information about "this flying whatchamacallit." Lois, however, scoops everyone when she gets an anonymous note requesting a dinner date at her penthouse from "a friend." The hero visits Lois at home, takes her for a flight over the city, and allows her to interview him for an article in which she nicknames him "Superman." Lois quietly dubs him a true Superman - and uses the term to identify the stranger in her subsequent front-page story. Luthor reads it and sees his arrival as a natural challenge, considering that Superman would surely have the inclination and the power to interfere with his scheme. Lex remembers a scientific theory; Superman's home world would be of a molecular construction that would be affected by the unique radiation of a yellow sun, and that meteors from Krypton upon landing on Earth would be affected to the point of emitting a radiation that would affect only Kryptonians. Such a meteorite was found in Addis Ababa, Ethiopia. Miss Tessmacher is skeptical, as even with "the rock", Superman could see them coming from miles away. But the interview hints at another weakness: Superman has difficulty seeing through lead. With their plan in place, they plan a trip to Ethiopia. The next morning, Superman returns to the Fortress of Solitude and consults the spirit of Jor-El to convey the emotions he felt upon making his full power known. Jor-El urges him to be circumspect in his power and praises him for what he has learned so far. Lex puts his plan into motion. Halting the transport of one of the nuclear missiles by staging a car crash involving Eve, Otis sneaks up to the missile and hacks into it, changing its flight coordinates; however he faults them, earning a beating and a black eye from Lex. Blocking the path of the second rocket with a semi-truck, Lex has Eve work the coordinates for that missile and the subterfuge is successful. The Planet learns that an unknown figure is buying up hundreds of acres of seemingly worthless desert in the southwest. Suspecting land fraud, Perry sends Lois and Jimmy to investigate. As Perry shares a story about a "worthless meteorite" being stolen from an Ethiopian museum, Clark is struck by a piercing signal, a high-pitched hum followed by the sound of every dog in Metropolis barking at once - it is Lex Luthor on a radio frequency only Superman (and the dogs) can hear. Luthor warns Superman that a poison gas pellet containing propane lithium compound is to be released into the air and kill the city's population unless Superman confronts him alone. Feigning a migraine, Clark sneaks away from his co-workers and jumps out a window (nobody notices; leaving the chief confused), where he changes into Superman mid-flight and traces Luthor's signal to the street. He spins himself around and manages to drill through the ground and storms into Luthor's hideout through the sewers, where he is attacked by the hideout's automated defense system - a wall of machine guns, then a wall of fire, finally a wall of liquid nitrogen that freezes the area. Due to him being virtually invulnerable, none has any effect on Superman other than halting him for mere moments and he emerges unharmed. Once inside the hideout, Superman demands knowledge of Luthor's gas pellet. Luthor lets the truth be known that it is a hoax, it was the only way to gain an audience with him. Luthor reveals his true plans for the stolen missiles; the first will destroy the San Andreas Fault, which will collapse the Western coastline of the US (namely California and its major cites) into the ocean and thus make the seemingly worthless desert of the west into multi-billion-dollar windfalls, which he plans to build his own cities over. The second missile is designed to be a cover. Luthor boasts that nobody, not even Superman, can bring down both of them. Lex boasts that he can stop them both with a detonator he has hidden. Superman notices a box made of lead which he assumes hides Luthor's detonator. But when he opens it, he is struck by a massive weakness, for the box contains the Ethiopian meteorite - radioactive Green Kryptonite, fitted to a chain necklace that Luthor drapes around him. Beginning to feel weak and already losing his powers, Lex drops him into his lair's swimming pool and leaves. As Superman weakens, Luthor taunts him by revealing that the first missile is headed to Hackensack, New Jersey, in the opposite direction, knowing that Superman cannot stop both impacts. Miss Teschmacher is horrified because her mother lives in Hackensack, but Luthor does not care and leaves Superman to a slow death. Teschmacher rescues Superman on the condition that he will deal with the New Jersey missile first. Before removing the kryptonite, she kisses him. When he asks why, she says simply that she did not think he would let her before she saved him. Superman flies off to deal with the Hackensack missile and redirects it into space but runs out of time to stop the second impact, causing a massive earthquake which he battles to correct. He stops a flood threatening a small valley down village after the Hoover Dam bursts; he uses his body to repair a railroad track that has broken with a train on the way and he flies down into the collapsing fault itself and is able to stabilise it subterraneously, stopping the quake. While Superman is busy saving others (such as those crossing the collapsing Golden Gate Bridge, and Jimmy Olsen), a fissure opens up and swallows Lois's car in an aftershock. It quickly fills with dirt and debris and the fissure begins to close again crushing her vehicle, suffocating her to death. Superman finds her but he is too late. Distraught and heartbroken at being unable to save Lois, Superman lets out a primordial scream of pain and flies miles above the Earth where he is confronted by an image of Jor-El, warning him not to interfere with human history; preferring to remember Jonathan Kent's advice that he "must be on Earth for a reason". Superman flies in circles around the Earth at super speeds and reverses its rotation, causing time to alternate. The effect reverses Luthor's plan and Lois is saved. Superman later finds Luthor and Otis and delivers them to a penitentiary via the president directly. He flies off above the Earth and into space; smiling with relief but triumph as he knows his adventure has only begun.

The film opens during the Battle of France in May 1940, with RAF pilots evacuating a small airfield in advance of the German Blitzkrieg. The pilots, along with British and French military, leave just as German aircraft arrive and execute a heavy strafing attack. RAF Air Chief Marshal Hugh Dowding (Laurence Olivier), realizing that an imminent invasion of Great Britain will require every available aircraft and airman to counter it, stops additional aircraft being deployed to France so that they are available to defend Britain. The camera looks over of the deserted beaches of Dunkirk while the BBC relays British Prime Minister Winston Churchill's declaration that "what General Weygand called the battle of France is over, the Battle of Britain is about to begin". Albert Kesselring arrives to inspect a large German airfield in captured France. Hundreds of Heinkel bomber aircraft are stationed under his command. Luftwaffe commanders are stunned when the Fuhrer informs them that the British are not their "natural enemy" and delays their attack while attempting a diplomatic settlement. In neutral Switzerland, the German ambassador (Curt Jürgens) officially proposes new peace terms to his British counterpart (Ralph Richardson), stating that continuing to fight the "masters" of Europe is hopeless. The Briton replies that his country will fight on. In England, commanders celebrate their good fortune, using the delay to build up their strength and continually train their pilots and ground controllers. The wait finally ends when Luftwaffe pilots receive orders to move to the front, where troops are preparing for a sea-borne invasion. The campaign begins with the Luftwaffe launching an early morning assault on "Eagle Day". The plan is to destroy the RAF on the ground before they have time to launch their Spitfire and Hurricane fighters. The Luftwaffe is aware of the British radar installations, and plan to attack them with their Stuka dive bombers. The fighter pilots question this, wondering if it is better if the British are warned by radar and come up to fight, where they can be shot down. Eagle Day proves highly successful, knocking two radar stations out of action and heavily bombing a number of the British airfields. British losses are relatively light, but the RAF is in the process of building its strength, and many of the pilots who lack combat experience are shot down. The airfields are heavily damaged, with many aircraft destroyed on the ground, and their ability to repair and rearm seriously affected. Adding to the RAF's problems is a battle between the commanding officers of 11 Group, Keith Park (Trevor Howard), and 12 Group, Trafford Leigh-Mallory (Patrick Wymark). 12 Group is tasked with protecting 11 Group's airfields while 11 Group meets the enemy, but in raid after raid 12 Group aircraft are nowhere to be seen. Called to meet Dowding, Leigh-Mallory explains that the "Big Wing" tactic takes time for form up, while Park complains that the tactic simply isn't working. Dowding ends the debate by pointing out it makes little difference; the problem is not the tactics but a critical shortage of pilots. Dowding wearily remarks, "We're fighting for survival, and losing". The turning point occurs when a squadron of German bombers becomes lost in bad weather at night and drops bombs on London. In retaliation, the RAF launches an attack on Berlin. Though the damage is negligible, Adolf Hitler is enraged, and publicly orders London to be razed. Hermann Goring (Hein Riess) arrives in France to personally lead the attack, confident that the end of the battle nears. Their first attack skirts the RAF, who are still defending their airfields to the south, and they bomb unopposed. Nighttime attacks follow, and London burns. Meanwhile, to supplement Commonwealth forces, the RAF has been forming units of foreign pilots who have escaped German-occupied countries; the main difficulty is their lack of English-language skills. While on a training flight, a Free Polish squadron accidentally runs into a flight of German bombers without escort. Ignoring the commands of their British training officer, they peel off one by one and shoot down several of the bombers. Park rewards them by elevating them to operational status, leading Dowding to do the same for the Canadian and Czech squadrons as well. While discussing the day's events, Park and Dowding examine the German switch to London. Given a respite, Park notes that he will be able repair his airfields and bring his squadrons back to full strength. Dowding adds that 12 Group units north of London are now all within range, while enemy fighters are at the extreme edge of their own range. He concludes that "turning on London could be the German's biggest blunder." The next German daytime raid is met by a massive response; watching his formations build up in 11 Group's operations room, Wing Commander Willoughby (Robert Flemyng) wryly states "this should give them something to think about." RAF fighters are arranged into large groups and attack with all force, overwhelming the Germans and breaking up their raid. Goring is incensed, ordering his fighters remain with the bombers, an order the pilots hate. Losses continue to mount on both sides. The climactic air battle of 15 September 1940 arrives, with Winston Churchill in attendance at 11 Group's operations room. In the underground bunker, British ground control personnel order every squadron into the air to meet the massive attack. Intense combat over the London sky follows, with both sides taking heavy losses. The outcome is so confused that Dowding refuses to pass comment on the events. The next day the RAF anxiously await a raid that never comes. Two German anti-aircraft gunners, who had earlier protected a French port teeming with Kriegsmarine vessels and landing barges, now observe a deserted harbor basin. Goring leaves the front, accusing his commanders of betrayal. As the campaign draws to a close, the words of Winston Churchill appear onscreen: "Never in the field of human conflict was so much owed by so many to so few.

In 1854, during the Crimean War, poor planning leads to the British Light Brigade openly charging a Russian artillery position with tragic consequences. A chronicle of events that led to the British involvement in the Crimean War against Russia and which led to the siege of Sevastopol and the fierce Battle of Balaclava on October 25, 1854 which climaxed with the heroic, but near-disastrous cavalry charge made by the British Light Brigade against a Russian artillery battery in a small valley which resulted in the near-destruction of the brigade due to error of judgment and rash planning on part by the inept British commanders.

It's 1942, and the war in the Pacific is not going well for the Allies. At the moment, the Australians are evacuating the island of Salamaua, taking what they can and destroying the rest. In all the confusion, scruffy beachcomber Walter Eckland (Cary Grant) arrives, ties his launch to the pier and begins helping himself to cans of His Majesty's Royal Navy petrol. A young officer, Stebbings (Jack Good), spots him and indignantly asks what he's doing. Walter pauses long enough to look at Stebbings, and say, incredulously, "Do you know who I am?" Taken aback, Stebbings admits, "Well, no, I don't." "Well...we'll let it go this time," says Walter, magnanimously, and resumes stacking cans by his boat. In the harbormaster's office, Commander Frank Houghton (Trevor Howard) is talking on the radio to the admiral, reassuring him that everything will go as planned. Stebbings bursts in, and tries to ask Frank if he knows the cheeky Yank at the far end of the pier. Frank motions him to hush, then tells the admiral that yes, all the coast watcher positions have been assigned...all except for Matalava. But at that moment, Frank catches sight of Walter and his face brightens. He tells the admiral he has found his man for Matalava. As they walk down the pier, Frank tells Stebbings that Walter is a hard-drinking drop-out from civilization, but he knows the islands like the back of his hand and is as sharp as they come. Frank and Walter greet each other in a way that suggests they share a certain amount of history. Frank explains the coast watching service to Walter, and asks him to go Matalava, just for a while...until they can find someone permanent. Walter cheerfully refuses. Frank immediately turns to Stebbings and orders him to confiscate all the small boats on the pier (although Walter's is obviously the only one). At first Walter protests, but he soon realizes Frank will indeed follow through on the order, so he cheerfully agrees to go to Matalava. Frank is not fooled. In the next scene, Walter arrives at Matalava...escorted by a Class B RAN motor launch, with Frank and Stebbings overseeing Walter's progress from the bridge. As sailors transport Walter's supplies to the island, Stebbings asks Frank what's to prevent Walter from sailing out again the moment they leave. Frank chides Stebbings for having so little faith in his fellow man...and orders him to get underway by turning hard a-port. Stebbings starts to obey, then stops, uncertain...he asks Frank to confirm the order, then he nods happily, and orders the coxswain to turn hard a-port. As the launch turns, it tears a big, ragged hole in Walter's hull just above the waterline. Using his dinghy (which is equipped with a small outboard motor), Walter tows the launch to a tiny, sheltered lagoon, and makes his way to a little grass hut just off the beach. The supplies have been left here; there's a cot, table and chairs, radio, and charts of Japanese planes and ships on the walls. Frank calls up on the radio to give Walter further instruction on his duties, and on the use of code names when talking on the radio. Frank is Big Bad Wolf, Stebbings is Little Bo Peep...and Walter is to be Mother Goose. Frank hastily switches off the radio on Walter's angry, profane response. "I don't see we've accomplished anything," says Stebbings. "After all you can lead a horse to water, but you can't make him drink." "Oh, if he gets thirsty enough, Stebbings, he'll drink," replies Frank, dryly. And sure enough, a moment later Walter calls to ask about the case of whiskey that was delivered with the supplies. Frank tells Walter his men have hidden the bottles in spots he will never find on his own. Whenever Walter calls to report any Japanese planes or ships he's seen, he'll be given directions on where to find one bottle. Walter immediately tells Frank that he's seen a couple of Japanese planes, and starts giving him a detailed description. "CONFIRMED sightings, Walter," says Frank, interrupting Walter's attempted ruse. Walter resigns himself to an indefinite stay on Matalava...at least until he can repair his boat. He works on it whenever possible...and diligently reports any Japanese plane and ship movements...and loses no time applying for the promised bottle afterward. Stebbings informs Frank that another of the coast watchers, Perry on Bundy Island, is ringed in by the Japanese and requesting to be withdrawn. A quick look at their map shows that Walter is the only one near enough to help. Frank calls Walter and offers him a bargain: if he'll go to Bundy, and pick up Perry, Perry will help him fix his boat and stay on at Matalava in his place. Walter refuses at first, shrewdly guessing Frank hasn't told him everything. Then he calls Frank back and makes a counter offer: after all, a man in a seven-foot dinghy traveling over all those miles of open sea would need a little comfort...after a failed attempt at bartering, Frank agrees to provide directions to all the remaining bottles of whiskey. Walter lands at the south jetty on Bundy after dark, as instructed...but Perry isn't waiting there for him, as promised. He cautiously makes his way to Perry's shack...and stumbles just outside over what looks like a grave, marked with a rough cross. He goes inside and sees that the hut has been strafed from the air...everything has been shot to pieces. He hears a faint noise, turns, and sees a shadow behind the window blind. He creeps over, pulls it up suddenly, and finds himself pointing his gun at a lovely, young Frenchwoman (Leslie Caron)--who is pointing a gun right back at him. He asks her about Perry, and she answers if that's the man who lived here, she found him dead and buried him. A Japanese patrol boat passes...they duck...the light sweeps over them, but they are not seen. Walter tells her they should get out of there, and she motions to someone out of sight, and whispers, "Come on, we're leaving." Walter watches dumbfounded as seven little schoolgirls, each in a neat uniform and hat, and carrying a suitcase, file past the window and follow the woman down to the jetty. Walter protests that his little dinghy won't hold all of them. "All right," says the woman, "Tell me which of them you want to leave behind?" Realizing he's beaten, he helps them all into the dinghy. But he throws away all their luggage, growling "This isn't the Queen Mary," when they protest. The trip back is harrowing...the dinghy rides very low in the water. At one point, two Japanese destroyers pass on either side of them in the dark, and the little craft is almost swamped in their wake: all must bail to keep it afloat. When they arrive at Matalava, Walter angrily jumps off the boat and storms up to the hut, leaving the girls to make their own way. He calls Frank on the radio and accuses him of tricking him into picking up the girls. But Frank is as puzzled by their presence as Walter, and the woman takes the radio mike to explain. She is Catherine Freneau, daughter of the French Consul at Rabaul...the girls are the daughters of other diplomats. They were being evacuated to Australia when their pilot got a distress call from a downed bomber. He dropped them off at Bundy, promising to return for them...but then the Japanese landed on the island. Frank asks them to stand by while they figure something out. Walter opens a bottle of whiskey, and drinks...opens a can of food, and begins to eat out of the can as the girls look on. Catherine points out that they could all do with some food. He tosses a can to her, and goes on eating. She sighs, and begins to order the girls to straighten up the hut, clean off the table, open some tins...she asks Walter where he keeps his tea things. "Tea things," he mutters, derisively. He watches warily, but only intervenes when one of the girls starts to move his hard-won whiskey. Frank comes back on the radio to inform them that he can't take the girls off Matalava...they may have to stay there for several weeks. He will arrange a parachute drop in a couple of days, to deliver additional supplies. Walter is outraged. He wants them off his island, immediately...especially Catherine, whom he calls "Miss Goody Two-Shoes." For her part, Catherine tells Frank that Walter is "a rude, foul-mouthed, filthy beast." But there's nothing to be done, they're all stuck with each other. Catherine sends the girls outside, and tries to convince Walter that they must work together, and their main concern must be the children: He must let them have the hut, and help her keep them safe and secure; above all, he must stop swearing and drinking in front of them...after all, he is the "Father" figure. Walter retorts that he has no intention of being a "Father" figure...all he intends to be is a "Total Stranger" figure. He tells her to get out and let him get some sleep. He defiantly takes off his pants in front of her, and lies down on the cot. She leaves...but a few moments later her little guerrilla fighters attack the hut with sticks and coconuts. Walter comes outside with a blanket wrapped around his waist, pants over his arm, and a bottle in his hand..."Lady," he says to her threateningly, "you're making a powerful enemy." But it's an empty threat, and they all know it. He retreats to his boat, where he will stay for the duration. Later, one of the girls comes down to the boat to fetch him: Frank is on the radio, again. Walter hurries off to the shack...not noticing the girl stays behind, and beckons to the others, who have hidden in the trees nearby. Walter finds Catherine alone in the shack, mending a piece of clothing. He looks around nonchalantly for the whiskey..."I asked you to stop drinking in front of the girls," she says, primly, "but you wouldn't." She has hidden it all away again, to Walter's supreme frustration! Frank is no longer on the radio, but he left a message, and after some suspicious fumbling and stalling, Catherine finally produces it. Frank has been unable to arrange a parachute drop...they'll have to make do with what they have. Catherine asks Walter if he would consider sharing some of his personal belongings with her and the girls. He tells her he'd trade for his whiskey. She declines, and he leaves. As he starts back down to the boat, the girls run past him one by one, each concealing a bundle of clothing, tools, blankets, which they've taken from his boat. As the last little girl runs by, Walter finally gets wise...he tries to stop her, and she hits him on the toe with the hammer she's stealing. By the time he recovers, all the girls are inside the hut with Catherine standing guard. Out-maneuvered again, he retreats to his empty, empty boat. He keeps a watch on the hut, and on Catherine and the girls, now wearing bits, pieces and weirdly-altered versions of his clothes. There's Elizabeth (Stephanie Berrington), 15, pretty, but shy and bespectacled; Anne (Pip Sparke), 13, sullen and aloof, whose unfailing answer to every question is, "I want to go home!"; Harriet (Jennifer Berrington), 11, a cheerful tomboy who prefers to be called Harry; the French sisters, Angelique, ten, and Dominique, nine (Laurelle and Nicole Felsette), who speak only French; Christine (Verina Greenlaw), about eight, a no-nonsense little Brit, and her invisible friend, Gretchen (age indeterminate!); Jenny (Sharyl Locke), also British, around six or seven, very quiet and sad. He waits for his chance: he'll give up the hut, and they can have the clothes...but he wants that whiskey! One day he spots a Japanese destroyer in the bay, and an inflatable raft with four armed Japanese sailors coming ashore. He runs up to the shack and finds only Catherine and Christine there. The rest are on the beach gathering coconuts. He and Catherine run down quickly to find them. They find four of them coming back from the beach, their arms full of coconuts, and send them back to the shack to hide. They continue to the beach, where they find Anne perched precariously, but more or less hidden, high up in a palm near where the sailors are landing. Jenny is nowhere to be seen. Walter motions to Anne to stay still, and he and Catherine crouch down behind a couple of fallen logs. The sailors set off down the beach, away from them...just as Jenny appears, oblivious to what's going on, to add two more coconuts to the pile under the palm. Walter whispers to Catherine that if Jenny makes a sound they're done...Catherine murmurs that Jenny hasn't spoken since she left her parents. "She can still scream, can't she?" says Walter grimly, and runs swiftly to Jenny while the sailors' backs are turned. He puts his hand over her mouth to silence any outcry (managing not to cry out himself, when Jenny gives him a good, hard bite), and hides her until the sailors are out of sight. Then he brings her back, frightened and whimpering, to Catherine, who comforts and quiets her. It turns out that Catherine understands Japanese, and she tells Walter that they are trying to find turtles for soup. Unable to find any, the Japanese return to the dinghy, and shove off. They don't leave a moment too soon: Anne is slipping from her perch. Walter manages to get under her, and, quietly but painfully, break her fall. When the sailors are back on board, and the ship is out of sight, they all leave the beach. No one notices that the bright red bandanna Anne was wearing (one of Walter's) has snagged in the fronds of the palm. Walter is working on his boat when Jenny suddenly appears, staring silently over the railing at him. He looks back at her for a moment, surprised...then tells her to beat it. She produces a bottle of whiskey, and sets it on the railing near him. Dumbfounded, he looks at it, then at her...and says, "Thank you", in a slightly hoarse voice. He removes the cap, takes a healthy swig, and thanks her again. He asks her name--she doesn't answer. He produces a small, silver whistle on a chain, and asks if she'd like to have it. She nods. "All you have to do is repeat three words after me." She nods again. "Elephant," he says. After a pause, she repeats, "Elephant." "Rhinoceros," says Walter. "Rhinoceros," she repeats. "Wrong!" says Walter. "Why?" she demands, indignantly. "No, not 'Why'..," says Walter, " 'Wrong!' That was the third word--you lose." He puts the whistle back in his pocket...and Jenny snatches back the whiskey. Muttering about poor losers, Walter hands her the whistle, and she returns the whiskey. He takes another swig, and when he looks again, Harry is standing next to Jenny, smiling happily. They offer to help him fix his boat, and he tells them they can swab down the deck. Soon all the girls are there, working on the boat in one capacity or another. Catherine arrives, looking for the girls, and she's astonished to find them here. She orders them back to the shack for lessons, but Jenny protests that they'd rather stay and help Mr. Eckland. Catherine stares at Jenny in surprise, and Elizabeth brightly explains that Mr. Eckland got her to talk. "Better do as she says," Walter tells the girls, and reluctantly they head back to the shack. A little jealous, Catherine says tartly that next time she needs the girls to do anything, she'll just call on him. "It's not my fault that boats are more fun than lessons," he replies, mildly. As he's talking, he wades out into the lagoon a little way. He crouches, and after a moment plunges his hands into the water and skillfully flips a fish onto the shore. "Why don't you teach them something useful, like that?" he says. Catherine tries it, but fails miserably. Walter approaches to show her how it's done...but standing so close to her, he suddenly realizes that he's very...attracted to her. Startled, he backs away. Confused, Catherine asks, "Mr. Eckland, are you or aren't you going to teach me to fish?" After a moment's consideration, he replies, "I aren't". He wades deeper into the lagoon, and begins to swim away, while she watches, mystified. Catherine and Anne are foraging for berries, near a little pond. Catherine slips off a log, into the water. "Oh... Something bit me", she exclaims, and looks at two little holes near her left ankle. "A snake, a snake!" cries Anne, pointing to a long, dark shape in the water nearby. Catherine jumps out of the water, and they flee to the hut. After a moment, the dark shape emerges fully from the water: it's only a branch, with thorns and a couple of wilted leaves. Catherine is on the cot surrounded by the girls when Walter comes in, summoned by one of the French sisters. Catherine briefly explains what happened; he sends the girls out, and examines the tiny wound gravely. With his knife (sterilized over the stove's flame) he makes a small cut across the marks, and attempts to suck out the venom. Then he calls Frank on the radio: "What kind of snakes have they got around here?" he asks. "Uh, is that a rhetorical question, I hope?" asks Frank, warily. "Miss Freneau went and found one," replies Walter, evenly. Frank sends Stebbings for a doctor, and tells Walter to stand by. "And Walter," he adds, "until we know what we're dealing with, don't try to be a movie hero and suck out the venom, ok?" Walter and Catherine look at each other a little sheepishly. Frank returns shortly, and asks Walter to put on the headphones. The doctor tells him there are three varieties of snakes indigenous to the islands, all extremely poisonous. Nothing can be done for Catherine...the end will come very soon: She'll experience a general feeling of numbness, then dizziness, and then death. The doctor tells Walter to make her comfortable, and recommends the liberal use of any strong, analgesic sedative he may have on hand to do so. "I don't have anything like that," protests Walter, and Frank replies, "Nonsense, Walter, you've been using one for years." Walter persuades Catherine to tell him where he can find a bottle of whiskey...best medicine for snakebite, after all. She drains her first coconut cupful quickly...and as he pours another, she tells him she doesn't disapprove of drinking, only excessive drinking. As she's working on her third cupful, she says that after the death of her mother, she served as hostess at all consulate functions. "We had martinis before dinner, white wine with the fish," she says, running through the checklist, "red wine with the main course, champagne with dessert, cognac with coffee, and port after dinner." Walter takes a swig of the whiskey and comments enviously, "Sounds GREAT!" After her fifth drink, Catherine observes that it's getting very hot in the shack...and seems unable to keep from waving her very limber legs in the air and giggling. She asks Walter what her blood tasted like. After some discussion as to whether or not it was too salty, Walter decides the girls don't need to watch all of this, and closes the blinds and draws the curtain over the door. They can still listen, though, and while they're doing so, Anne suddenly shouts she's going to kill that rotten snake, and runs off toward the pond. Catherine admits she's obsessively disciplined. "I'm a picture-straightener," she laments. "Whenever I see a picture hanging crookedly, I straighten it. And I brush my teeth every morning and every night, no matter what." She tells him that she's lived in 11 countries and speaks seven languages...that she once had a fiance named Cesare...he worked for the Italian Consulate, and whenever he kissed her, he would first ask "Permesso", and afterward he would say "Grazie." She giggles wildly, and tells Walter that Cesare would never have done to her leg what he did. She tells him earnestly that she liked what he did to her leg. Then she asks Walter what "she" was like. "What 'who' was like?" asks Walter. "The woman who drove you to this," she says, gesturing all around her, to the shack, the island...to his solitary life. "It was no woman," he replies, "it was a necktie." Believing that she will not live to pass the story on, he tells her that eight years ago, he'd been a professor of history at an American university. One morning, in a rush, he'd gone to class without his necktie...and they'd refused to let him in. He'd thought they'd care more about the content of his brain than what he wore around his neck, but he'd looked at them, then, and realized they all wore neckties. They all looked the same, talked the same, and thought the same, and they weren't learning anything...at least nothing he had to teach...and they were perpetuating the same old problems. So he'd packed up and departed for the South Seas the next day. Catherine listens with interest...then giggles to think that he was once a school teacher...then remarks that she's beginning to feel numb. Recognizing this symptom of approaching death, he helps her lie back on the cot. "Oh, I'm dizzy," she murmurs, "I'm so dizzy!" She suddenly sits up and exclaims, "Oh, dear!" in a surprised little voice...and passes out cold. Walter assumes she is dead. Slowly, gently, he takes the cup of whiskey from her hand, crosses her hands on her breast and pulls the blanket up over her face. Then he drinks the whiskey left in her cup (waste not, want not!) Meanwhile, Anne has returned, carrying the snake-resembling branch in her hand. "What's that?" asks Elizabeth. "It's the snake," replies Anne. "That's not a snake," says Jenny. "It LOOKED like a snake," says Anne. "You ninny!" declares Christine. "Oh, la!" sighs one of the little French girls. Walter calls Frank: "It's over," he says, "Miss Freneau is...gone." "I'm sorry, Walter," says Frank. "Have the girls been told?" "No," replies Walter, "Stick around, why don't you...I may need you later." Walter comes out and sits down on the porch, and the girls gather around him. He tells them gently that Miss Freneau is gone. They tell him earnestly that she's not. Anne produces the stick, and he asks, "What's that?" "It's the snake," says Anne. "Well, that's not a snake," he replies. "It LOOKED like a snake," says Anne. She hands it to him, he looks at it, and after a moment, agrees, "That looks like a snake." He goes back inside, and pulls the cover back from Catherine's face. Her eyes open, and she looks at him, quizzically...."Is it morning already?" she asks, and he covers her up again. He goes back to the radio, and calls Frank. Frank has summoned the chaplain to say a few words of comfort. "Never mind," says Walter. "Miss Freneau's alive. It's the snake that's dead." Leaving Frank sputtering on the radio, he takes what's left of the bottle of whiskey, and heads back to his boat. He's tinkering with the patch he's rigged for the hull when Catherine, walking gingerly due to a monstrous hangover, comes in to talk to him. She asks him if she said or did anything for which she'd need to apologize. He tells her no...except when she put the flower between her teeth and danced naked around the room. "I couldn't' have done that!" she protests, then asks doubtfully, "Did I?" He asks her what she does remember. She replies nothing, really, and he relaxes. Or at least, she adds, nothing after his story about the necktie. He explodes. He shouts at her that he never wants to hear about that again. She doesn't see why it should bother him so much, she'd thought he was running away from something much worse. He shouts that he wasn't running away, he was escaping...from hypocrites like her who have to get drunk to let themselves go. "If you'd start letting men wear their own pants, maybe they'd feel they could touch you without asking 'Permesso'," he shouts. Catherine slaps his face, crisply. He thinks about it...and slaps her back, not hard, but with sincerity. She isn't hurt, physically, but her face crumples into tears, and she runs off the boat. Walter watches her go with the beginnings of shame on his face. Later, as the girls are sitting down to dinner, Walter arrives at the front door. "Look," says Jenny, in wonder, "he's combed his hair." "And he's actually wearing socks," says Christine, awed. He apologizes for interrupting, and says he thought that if they had any extra food, he might... Catherine jumps up to prepare a plate for him. She is wearing the suit jacket and skirt she wore when they first met. They look at each other shyly, knowingly, and she sits down and passes the plate she has fixed for him down the table. "I'm tired of tinned beef," says Anne. "Why can't we ever have fish?" "Professor Eckland was giving me fishing lessons," says Catherine, demurely..."but he never finishes what he starts!" Walter chokes on the bite of food he's just swallowed...the nearest girls all begin to pound on his back, while the others shout advice. In the midst of the confusion, practical little Jenny brings him a bottle of whiskey. He takes off the cap and prepares to have a swig...but Catherine says, "Uh-uh-uh, Mr. Eckland," and he reluctantly, but respectfully, puts the bottle aside. Shuddering a little, he has a sip of coconut milk instead. Suddenly, they hear a plane...very loud and close. A Japanese pilot has spotted the red bandanna in the coconut tree, and is flying by it repeatedly, trying to figure it out. Walter runs out of the shack, and watches the plane from behind a palm tree, as it circles around. When it's gone, he immediately calls Frank. But Frank is unimpressed, convinced this is another ruse on Walter's part to get off the island. Angry, Walter stalks out of the shack, knowing that at some point the plane will come back. Later, Catherine comes down to his boat, to talk to him about the girls. She notices that the hole has been patched and he's working on the engine now. The talk turns to their own situation, and raised voices follow as they try to deny they have feelings for each other. Finally, after Catherine calls Walter a drunken escapist, and he calls her a frustrated spinster, Catherine slaps Walter's face again...and Walter slaps her right back. But instead of running away this time, Catherine gets a very determined look on her face, and slaps him again. Walter pauses, considering what to do next. Stebbings calls to Frank, and tells him that Walter is requesting a chaplain. "Good heavens," Frank exclaims, "he's finally killed her!" "No," declares Stebbings, "they want to get married!" "Married?!?" says Frank, astounded, "Goody Two Shoes and The Filthy Beast?!?" A chaplain is summoned, and a sailor with an accordion. Catherine has put her hair up, and all the girls have dressed in their neat school uniforms. Walter has dressed up again, and even fastened his collar button. Harry removes her necktie and offers it to Walter. "Oh, no thank you, Harry," says Catherine, "neckties don't suit Mr. Eckland," signifying that she's ready to accept him "as is". Frank says he needs to fill out a little paper work on their behalf...they each tell their full name for the record, and each smiles a little at hearing the other's for the first time. Frank asks the name of the maid of honor, Catherine supplies Elizabeth's name, and Elizabeth looks pleased. Frank asks the name of the best man...Walter looks around at the girls, and finally announces, "Harry MacGregor." Harry smiles radiantly. The sailor begins to play "Oh, Promise Me" on his accordion, and the chaplain begins to read the text. Just as he asks if there are any objections to the marriage, the angry sound of an airplane engine interrupts them. Walter runs to the door, and looks up...the Japanese fighter plane has returned, and is lining up for a strafing run on the shack. They dive for cover just in time, as bullets rip through the shack. The plane turns around for a second run, and they scurry out to hide in the trees. Walter darts back inside, while the plane turns around for a third run...he interrupts the chaplain who is droning on about Walter taking this woman, and asks for Frank. He tells Frank the plane has returned. Frank is still doubtful, but Walter leaves the mike open so Frank can hear the bullets from the plane's last run, and Frank hurries off to make arrangements to get them all off the island. Catherine runs into the shack to make sure Walter's all right, and the chaplain asks if there's anything he can do. The plane has gone, so Walter tells the chaplain to finish the ceremony. Lying under the table in the ruined shack, and using a band-aid for a ring, Walter and Catherine are pronounced man and wife. Frank breaks in at this point, and tells Walter that an American sub is running submerged a few miles away. When they surface at nightfall, he'll get a radio message to them, and they should be able to make Matalava by dawn. He advises them to stay away from the hut, to sleep on the beach and be ready to signal the sub when it arrives. That night, as Walter and Catherine keep watch over the sleeping girls, she whispers to him, "You'll not be coming with us, will you?" "I can't leave the boat," he replies. "It must be a good one," she says, wistfully. "Good or bad, it's all the dowry you're going to get," he responds. "I'm thinking of starting a charter service, after the war...somewhere around the Solomons or maybe the New Hebrides. There'll be good money for anybody with a boat who knows the islands." Walter, it seems, has plans to rejoin the human race for Catherine's sake. At dawn, they hear the sound of a heavy engine approaching. But as the ship comes into view, they see it's not the promised American submarine, it's a Japanese patrol boat. Walter hurries the girls off the beach, telling Catherine to hide with them at his launch. Trying to distract and delay them, Walter runs up to the shack, and sets it on fire. Two rubber rafts have landed, with a dozen or so armed Japanese sailors. He ducks them as they run toward the shack, and runs down to their rafts on the beach, slashing them with his knife to deflate them. Catherine and the girls are hiding, but come out when he returns to the launch. Catherine points to the transom, where Walter has neatly painted "Catherine", with "Matalava" underneath, and asks when he did that. "Last night while you slept," he says...and adds in a meaningful tone, "There wasn't much else to do." He tells them to get into the dinghy, but to stay hidden in the lagoon. The sub will not surface while the patrol boat is there, but they will be watching, and he will decoy the patrol boat out past the reef where the sub can sink it. As he jumps into the launch, Catherine calls after him to be careful..."I look simply awful in black," she says. On the submarine, just outside the bay, the captain and the mate are taking turns watching the hut burn through the periscope. They see Walter's launch dart out of the lagoon, and watch as the patrol boat comes about to pursue it. The patrol boat is firing on and lobbing shells at the launch...some of the shots come perilously close. The captain watches tensely as both boats approach the reef, and as the launch crosses over it, he orders the torpedoes readied. Just as the patrol boat clears the reef, one of the Japanese boat's shells hits its mark... and the launch is blown to smithereens. The captain orders the torpedoes to be fired, and the patrol boat is itself destroyed. The captain orders the mate to surface and look for survivors...without much hope. Catherine and the girls have piloted the dinghy out into the bay, and they are desperately looking through the wreckage of the launch for Walter. The motor has stalled, and Catherine is frantically trying to get it started again. One of the girls notices Walter's hat floating by, and Catherine sorrowfully reaches out to retrieve it. Suddenly Walter himself swims up to the boat, and they greet him joyously. At the last second, he'd been able to tie off the wheel and jump overboard. "I'm sorry about our boat," Catherine says. "Well, in a war, everybody loses something," he says, philosophically..."I'm just glad it was THAT Catherine." She leans down to kiss him, and he tells her to wait just a moment, and let him get in the dinghy. He puts a leg up over the side, and the boat rocks ominously. The girls squeal, and Catherine protests that he's going to tip them in. "No, no, no," he says, "this will work...all of you get over to that side. Look, will you just do it MY way for once?" In the next scene, the little boat is upside down in the water. Walter, Catherine, and all the girls are sitting on top of it, soaking wet. They all look at Walter accusingly. "Shut up," he says, morosely. The sub commander has been watching, and smiles. "Looks like we're going to be taking on passengers after all," he tells the mate. As the sub approaches, Walter muses, "I wonder if they serve coconut milk on submarines."

American David Ross (William Holden), a former tugboat captain now in the Canadian Army, is hastily commissioned in the Royal Navy and assigned to rotating command of W88, a double-screwed rescue tug then in dry dock due to battle damage. His predecessor committed suicide. The slow, poorly armed tugs bring in "lame ducks," freighters crippled near Britain by German attacks. The main danger is from U-boats and aircraft. David is reunited with an old friend, Captain Chris Ford (Trevor Howard), who commands another tug about to go on a mission. Chris takes David with him and they are attacked twice. That night Chris brings him home to his flat to meet his lover, Stella (Sophia Loren), who wears a wedding ring. She had been engaged to Philip Westerby, another tugboat captain, but he was killed the day before their wedding. A friend of Chris', Van Barger, took possession of the hard-to-find flat and Stella stayed with him. Knowing the extreme danger of his job, Van Barger then gave a copy of his key to the flat to Chris, so that Stella would be taken care of no matter what. When Chris chooses David to be the next in line, he tries to refuse, but his friend is insistent. David's tug comes out of dry dock and he goes aboard to take his turn of command from the tug's other captain, Van Dam (Oscar Homolka), who gives him tips for survival in combat but warns him that his real enemy is the one within himself, fear. Shaken by his recent close call, Chris proposes marriage to Stella, who accepts. However, she has a premonition that he will not be coming back from his next mission. She is proved correct. At first, David refuses to move in. When he eventually does, he is surprised that Stella does not share his bed, but as time goes by, she falls in love with him, unlike the others. She puts away her photograph of Philip, gets rid of the uniforms of David's predecessors, and takes off the wedding ring. She also leaves her flat for the first time since Philip was killed. Finally, she asks David to marry her, and he gladly accepts. With the U.S. entry into the war, an American freighter becomes David's next assignment, even though it is Van Dam's turn. Its inexperienced crew sends out a continuous S.O.S., contrary to sealed orders, revealing the ship's position to the enemy. When David finds out the situation, he tries unsuccessfully to refuse what amounts to a suicide mission. Knowing his chances, he gives his key to the new captain of another tugboat, Chris's former mate, Kane (Kieron Moore). David's tug is attacked by a U-boat and hit numerous times. He orders the crew to abandon ship, then rams the submarine. After being rescued, David hurries back to the flat, but Kane is already there, having told Stella that David was killed. When she sees him alive, she screams at him to get out, hurt to the core by his betrayal in passing on the key. Later, Kane finds David drinking his sorrows away, and informs him that Stella is leaving for London on the train. David does not arrive at the station in time to board the train, but vows to Kane that somehow after the war he will find her.

In 1872, an Englishman wagers that he can circle the globe in 80 days and embarks with his valet on a journey full of adventure, romance, unending obstacles and daring escapes.

In March of 1942, Royal Marine Captain Hugh Thompson reports for duty at the Portsmouth Marine Barracks. Later that day, Marine Acting Major Stringer reports for duty and introduces himself to Thompson. Stringer will command a special unit assigned to travel by canoe up the Gironde River in occupied France to Bordeaux and there to blow up several German supply ships in the docks. Forty-three men arrive to contend for places on the team. All are volunteers for hazardous service, the sort of man of which Thompson is openly skeptical. Stringer begins by interviewing the men, one at a time, asking, "Why did you volunteer for hazardous service?" He throws out many obvious rejects and then tests the rest by dropping them by parachute 300 miles north, dressed in German uniforms with neither money nor ID, and telling them to get back to barracks in 48 hours. Eight of the men make it back, and they are the final selection. Stringer now has his crew--but the friction between him and Thompson only grows, because Stringer's methods grate on Thompson's professional sensibilities. The appalling lack of discipline of the men irk Thompson even more, but Stringer insists on doing things "his" way. Then comes an exercise to attempt to penetrate the Thames--and not a man reaches his objective, and all of them get picked up within hours. Stringer humbles himself before Thompson, who delivers a bracing lecture on the meaning of command, leadership, and discipline. Stringer takes the hint and retrains his men far more rigorously, with promising results. The operation is approved, and when Stringer and Thompson receive their orders, Thompson suggests that they go get drunk. Alone in a dining room with a bottle of brandy between them, Thompson confesses that he had been disgraced in the Battle of Cambrai and lost his chance to make things up when the war ended. He tells Stringer that he has his chance to be a hero, and not to muff it. Their men take their own liberty in a local pub, and start a brawl with Royal Navy men during which one of them (Marine Ruddock) slips out unnoticed. He is missed the next morning. Thompson, thoroughly angry, confines the other men to barracks and goes after Ruddock personally. He sees for himself that Ruddock's wife is cheating on him, and then finds Ruddock in another pub and tells him to take fifteen minutes and "do a good job of it; that's an order." Ruddock, of course, obeys--and his fight with the "other man" takes place entirely off-screen, with Captain Thompson and a London "Bobby" looking on and agreeing, like gentlemen, to take no official action. Finally Stringer, Thompson, and their men board a Royal Navy submarine and set out for the mouth of the Gironde River. On the last night, a depth-charge attack causes Marine Lomas to injure himself fatally by bumping his head against a metal strut. Thompson pleads with Stringer to let him take Lomas' place rather than idle a canoe, and Stringer reluctantly agrees. The canoes are launched, and the men begin paddling toward the mouth of the Gironde. The heavy seas of the tide race swamp one of the canoes; its crew swim to shore and are captured by the Germans. The leading sergeant has his crewman shot dead at another point on the river; the sergeant takes his revenge by tossing a fast-detonating mine into a patrol boat so that the other three canoes can escape. A third canoe is about to be captured when its crew detonates its fast-detonating mine and blows up all the other mines that they carry. Now two canoes remain, manned by Stringer and Marine Clarke, and Thompson and Marine Ruddock. They reach Bordeaux and attach twelve limpet mines to the hulls of several ships. Thompson and Ruddock are captured by the Germans and interrogated, and tell them nothing. Eventually Thompson, Ruddock, and the original crew who had gotten swamped in the tide race, are shot by a firing squad. Stringer and Clarke are rescued by French fishermen and given disguises in which they start to make their way out of France--after having the chance to witness all those mines blowing up and sinking all those cargo ships. Thus Operation Cockleshell is a success, though at the cost of nine lives. As Stringer and Clarke walk up the road from Bordeaux, nine ghosts briefly join them.

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.