THINK OF HIM AS THE ORIGINAL PHANTOM MENACE. Harry Lime, an American racketeer with a face as wide and pale as the moon, slips through the streets of postwar Vienna like a specter. Believed dead (he's just been buried), Lime, played by the then 33-year-old Orson Welles — genius, martyr, a self-made myth in the process of devouring himself — is in fact hiding from the British police, who want him in connection with a deadly penicillin scam. An American friend who's newly arrived in Vienna, a pulp-Western writer ludicrously named Holly Martins (Joseph Cotten), is hot on Lime's trail, driven by loyalty and a reckless, almost tragically American sense of righteousness that will, in time, prove him devastatingly wrong.

The Third Man, released in 1949 and now, 50 years later, vouchsafed a classic by both the American and British film institutes, began as an idea scratched out by Graham Greene on the back of an envelope. Later the novelist, a former film critic and Shirley Temple adversary (he'd once waggishly suggested the child star was pedophile catnip, only to be successfully sued by her studio), had lunch with the Hungarian-born producer Alexander Korda, who was looking for a drama set in shell-shocked Vienna. Greene resuscitated his idea, roamed over and under the Austrian capital (including an opportune visit to its sewer system) and proceeded to write, along with British director Carol Reed, a screenplay about the various ways in which a soul can go to rot. The subsequent film was a screwy, clotted, hugely entertaining and beautifully atmospheric inquiry into European decadence, American corruption and British rectitude — art-house propaganda of the finest sort.

Shot on location against a backdrop of Old World opulence and New World debris, The Third Man envisions the still-battered Vienna as a noir funhouse strafed with shadows and intrigue. Holly runs down more than one dark crooked street over the course of the film, falls in love with a sultry Czech, dogs Lime's associates (a degenerate group that includes a foppish couple with a toy Doberman) and crosses paths, and occasionally wits, with a British officer played for maximum probity by Brief Encounter's Trevor Howard. When the unsurprising truth finally comes out, Holly initially runs from it, but by then it doesn't much matter, since Welles, some 45 minutes into the story, has stepped out of the shadows to make The Third Man his own, stealing the limelight from Cotten and, very nearly, from Reed and his famed co-writer as well.

Welles was the perfect Harry Lime, his twinkling eyes and plump child's face an ideal mask for such a menacingly erotic and confounding character. The French critic André Bazin once said that Lime was the only role to identify Welles in the public consciousness, which may sound strange to a modern audience conditioned to revere Citizen Kane as an American masterpiece. But Kane was a box-office disappointment and won only one Academy Award — for best screenplay. The Third Man was, in contrast, probably the biggest hit Welles ever appeared in; its maddeningly catchy zither theme alone sold half a million copies.

The identification of Welles with Lime has occasionally brought out the worst in some critics. A few have claimed that Welles wrote all his own dialogue, and at least one has gone so far as to suggest that the film's final chase scene “seems to have been directed by Welles, to judge from the similar sequence in The Trial.” Never mind that Welles' adaptation of the Kafka novel was shot 13 years after The Third Man and is a lesser effort, or that Reed's preceding two films, Odd Man Out and The Fallen Idol, are steeped in shadows and a very specific, very British melancholic dread. To his credit, Welles denied that he had much to do with the actual look of the film (“just a very few ideas,” he casually told Peter Bogdanovich), but he did like to encourage the notion that he was responsible for Lime's dialogue. Greene was more generous, but nonetheless clear about where credit was due. “He wrote the best line — the only thing — but it was the best line in the film,” Greene explained. “He wrote the piece about the cuckoo clock.”

It's hard to know how much affection for Harry Lime and The Third Man — a hugely diverting film but far from a masterpiece — is misplaced affection for Welles, himself famous for his lethal charm and fugitive habits. But it's understandable why some critics have wanted to turn The Third Man into a Welles film. And why Welles himself felt the need to borrow some glory from Reed, who, after all, had long been titled a knight while his American counterpart had been reduced to stumping through Europe and various bad roles in order to keep his career afloat. Before Harry Lime, Welles' previous acting gig was as a Mongolian warlord in The Black Rose, one of three costume dramas he shot while trying to raise money for his film version of Othello. By the time he was taking credit for The Third Man, he was making guest appearances on the Dean Martin variety show and struggling as an independent filmmaker in Hollywood. To the uninterested world, he was a pop-culture fixture; to the rest of us, he was, and remains, a beloved mystery.


THE NOMINAL PREMISE OF THE NEW MIKE MYERS spy spoof, for those who haven't yet committed the last few issues of Entertainment Weekly to memory, involves a British agent who, having been cryonically preserved in the '60s and defrosted in the '90s, bounces back to 1969 in order to retrieve his “mojo” from Dr. Evil, a Donald Pleasance type intent on the usual malfeasance. Needless to say, the real point of flashing back in time in Austin Powers: The Spy Who Shagged Me is a nostalgic wallow in both 1997 box-office returns and faux-'60s psychedelia, a nostalgia that translates into dozens of extras outfitted in Mary Quant chic, a soundtrack engineered for Billboard gold (from the Monkees to Madonna, from Propellerheads to Burt Bacharach, who makes an MTV-ready appearance with Elvis Costello), as well as Powers himself, a singularly persuasive embodiment of the triumph of Eros over Thanatos, or at least of the insatiable appetite of the American movie audience for really silly comedy.

Directed by Jay Roach with an agreeable lack of self-regard (the credit “A Jay Roach Film” is minor comic relief in and of itself), from a script stitched together by star Mike Myers and Michael McCullers, this affably sloppy sequel to the most unlikely of cultural phenomena, 1997's Austin Powers: International Man of Mystery, begins with a de rigueur nod to James Bond, then another to George Lucas, before proceeding to rifle through the rest of late-20th-century pop culture with the promiscuous abandon of an eBay junkie. There's more, of course — or less, depending on your tolerance for this sort of thing — but as with so many movies in which there's barely enough content to fill in the form, the happy attributes of The Spy Who Shagged Me can be easily indexed, much as in one of those Cosmo “Turn-Ons/Turn-Offs” lists.

In the turn-on category there's Heather Graham as Felicity Shagwell, a Barbarella look-alike dolled up in Creamsicle oranges and pinks and perfect décolletage. There's the American astronaut who, on being almost sideswiped in space by a gyrating Bob's Big Boy statue, murmurs, “Oh, my gentle Jesus.” There's Felicity and Austin, newly landed on the moon and pretending, badly, to be walking sans gravity . . . also Rob Lowe playing, not at all badly, Robert Wagner, and a Russian spy named Ivana Humpalot who coos, “Make love to me, monkey man,” a line swiped, I believe, from Charlton Heston's final speech to Roddy McDowall in Planet of the Apes.

And in the turn-off category? Well, there's Dr. Evil's rap number, which dies on arrival, one-too-many scatological groaners, and the Fat Bastard, a revolting character who seems inspired, though not enough, by Monty Python's The Meaning of Life. But these are the most minor of quibbles about a blissfully disposable movie, of which the less said, and written, no doubt the better. Willfully minor, unabashedly sweet and more resplendently, self-consciously stupid than The Phantom Menace, Austin Powers: The Spy Who Shagged Me reverses what has become the prevailing summer-movie trend. Here, at last, is a movie that's nearly as good as its publicity campaign.

AUSTIN POWERS: THE SPY WHO SHAGGED ME | Directed by JAY ROACH | Written by MIKE MEYERS & MICHAEL McCULLERS | Produced by JOHN LYONS and MYERS | A New Line Cinema release | Citywide

THE THIRD MAN | Produced and directed by CAROL REED | Written by GRAHAM GREENE | Presented by ALEXANDER KORDA and DAVID O. SELZNICK Re-released by Rialto Pictures | At Landmark's Nuart June 11­17

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