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The Third Man "is a 1949 British film noir, directed by Carol Reed. One night after a long day of filming The Third Man on location in Vienna, Reed and cast members Joseph Cotten, Alida Valli and Orson Welles had dinner and retired to a wine cellar. In the bistro, which retained the atmosphere of the pre-war days, they heard the zither music of Anton Karas, a 40-year-old musician who was playing there just for the tips. Reed immediately realized that this was the music he wanted for his film. Karas spoke only German, which no one in Reed's party spoke, but fellow customers translated Reed's offer to the musician that he compose and perform the soundtrack for The Third Man. Karas was reluctant since it meant traveling to England, but he finally accepted. Karas wrote and recorded the 40 minutes of music heard in The Third Man over a six-week period, after the entire film was translated for him at Shepperton Studios. The theme became popular with audiences soon after the film's premiere, and more than half a million copies of "The Third Man Theme" record were sold within weeks of the film's release.