The black humor harkens back to director John Frankenheimer's masterpiece, The Manchurian Candidate (1962), made at the beginning of his short-lived best period, during which he directed Birdman of Alcatraz (1962), Seven Days in May, The Train (both 1964), Seconds, Grand Prix (both 1966), and The Gypsy Moths (1969). Though he helmed the masterly The Iceman Cometh (1973), his movies of the 1970s and ‘80s were generally forgettable or worse, even those that were relative hits (French Connection II, Black Sunday). By the 1980s Frankenheimer's alcoholism had taken its toll, but during the 1990s he made a major comeback, first by returning to his television roots with a series of acclaimed TV-movies, and later with the film Ronin (1998). He died in 2002 at 72.

The movie of novelist Robert Ludlum's (The Bourne Identity) novel is even more the remarkable considering it began shooting not with Caine but rather with James Caan in the lead. There were arguments and Caan walked off the set. Frankenheimer later said, "I will be forever grateful to James Caan. Forever. Because he gave me the best gift that's ever happened to me in my career, which is Michael Caine."

Frankenheimer was right. Caine is so good in the film that it's easy to overlook the fact that, last-minute replacement that he was, Caine technically is all wrong for the part. His character, Noel Holcroft, is supposed to be a man about 43 (his age is important within the story) who has spent his entire life in America. Caine was 52 and plays the part with his native Cockney accent, despite the script. It doesn't matter.

Kino Lorber's Blu-ray, licensing a newish HD transfer, looks great. The mono audio is slightly off, with the dialogue track occasionally drowned out by the film's single failing, a terrible synthesizer score* by "Stanislas" (Stanislas Syrewicz, Crossbow), but otherwise it's a great-looking Blu-ray. An archival audio commentary by Frankenheimer himself is a welcome addition.

Caine's Noel Holcroft is a successful New York architect. He receives a call from respected banker Manfredi (Michael Lonsdale) of the Grande Banque de Geneve, asking to meet with Holcroft at once aboard a ferry in Geneva. Intrigued, the American makes the trip, only to become upset when he learns it regards his infamous birth father, a man he never met and has completely disowned: Heinrich Clausen, chief economic advisor to the Third Reich.

In fact, Manfredi tells Holcroft, Clausen became disenchanted with Nazism over the Final Solution and secretly stole money from its coffers, intending that his son use these funds to make reparations at his complete discretion. Holcroft still wants nothing to do with his father's legacy until Manfredi tells him the amount held in his Swiss bank: $4.5 billion. In a marvelous little monologue, deliciously played by Lonsdale, Manfredi puts the amount into perspective, comparing a billion dollars to a billion seconds, pointing out that while there are 86,400 seconds in a day and a million seconds every 12 days, one billion seconds is approximately 32 years.

Understandably, Holcroft is overwhelmed by this sudden, life-changing responsibility. Manfredi then points out that while as chief executive and chairman of the foundation he has complete control over release of the funds, he's required to sit on the board with two other offspring of Nazi officials, the rest of the covenant, each of whom has gone into hiding. Further, both pro- and anti-Nazi forces, as well as government officials from various countries, are understandably anxious to know Holcroft's plans for the money. Will he or others wanting to control this huge fortune use it to make amends for the Holocaust or create a Fourth Reich?

What might have been an entertaining but disposable little thriller becomes truly memorable in the hands of Frankenheimer and Caine. Holcroft is the classic Hitchcockian everyman thrown into extraordinary circumstances, and Caine plays him with a marvelous mixture of shock, fear, giddy amusement, bemusement, outrage, loss, and a dozen other emotions, yet he's also often very funny, frequently when he's most frightened. He's funny because his reactions are always recognizably human and completely believable, exactly the kind of responses the audience might have were they thrown into the same position.

In one scene Holcroft becomes so nervous around three suspicious characters that he snatches a pistol away from one and points the gun at them, but then has no idea what to do next. All he knows about such situations is what he's learned from watching movies and television shows, hardly applicable in "real life."

Caine has starred in many great movies (Zulu, Alfie, The Ipcress File, The Man Who Would Be King, etc.) but his work here ranks alongside his five or six greatest film performances, regardless of the picture's quality. (Among his best performances, are a few surprises: The Last Valley, Get Carter, Dirty Rotten Scoundrels, Harry Brown and, incredibly enough, The Muppet Christmas Carol.) Frankenheimer, recognizing the incredible performance he was getting from Caine, wisely cuts to that character's reactions as much as possible.

Almost equally good is veteran character actor Bernard Hepton as Leighton, apparently an MI-5 section chief coming to Holcroft's aid. Busy on British television especially (The Six Wives of Henry VIII; I, Claudius; Tinker, Tailor, Soldier, Spy) Hepton is one of those busy actors everyone's seen but few know his name. He'd worked with Caine previously on Get Carter and his wonderfully written part here is as funny and inventive as Caine's. (Great line, dryly stated: "Oh, dear, oh, dear. Assumption, Mr. Holcroft, is, as they say in my profession, the mother of fuck-up.")

Because so much of the picture operates from this premise and incorporates other bits of black humor, probably most of the credit can be attributed to Frankenheimer more so than the three credited screenwriters (George Axelrod, Edward Anhalt, and John Hopkins), all working separately, apparently, based on their billing. Inventiveness abounds. Since Thunderball's (1965) Junkanoo sequence, makers of thrillers have often built set pieces around Carnival and other parades. In The Holcroft Covenant there's a clever twist: hiding out in the red-light district of Berlin, Holcroft and the others find themselves in the midst of Carnival festivities of mostly naked local prostitutes and other sex-trade businesses.

Throughout the picture are constant reminders of The Manchurian Candidate, but in the good sense, devices that never seem like tired reworkings of an earlier glory: Frankenheimer's use of video monitors to create a kind of on-set split screen; a shocking assassination of two basically helpless characters; prescient observations about the political future (anticipating as it does both the policies of Dick Cheney and the improbable appeal of Donald Trump). It also features some marvelous (if brief) car chases, very much in the style of Frankenheimer's future Ronin.

Finally, The Holcroft Covenant is a suspense-thriller that's genuinely suspenseful from almost the opening scene until literally the final seconds. And during those final seconds the camera, as it should, dollies in on a tight close-up of Michael Caine, leaving his audience with one last, unforgettable image.

Video & Audio

The Holcroft Covenant, a British production, is presented in 1080p 1.85:1 widescreen and pretty much looks great, with excellent detail, color, and contrast. The audio, DTS-HD Master Audio 2.0 mono (English only, no subtitles), as mentioned above tends to drown out the dialogue as the music and effects track is mixed too high for my tastes, but this is a minor complaint. Region A encoded.

Extra Features

Supplements include a trailer and an audio commentary track by director Frankenheimer. Though deliberately paced his comments are also highly intelligent, informative, and amusing.

Final Thoughts

I don't know how I could have missed this one all these years, but The Holcroft Covenant is, for me at least, a huge, pleasant surprise. Though it falls short of the greatness of The Manchurian Candidate, this much less respected, more forgotten work gamely approaches it in every respect, highlighted by one of Michael Caine's best performances. A DVD Talk Collector Series title.

* The music itself isn't as bad as the synthesizer "orchestrations," or whatever that would be called. It makes the movie feel cheap, which it's not.

Stuart Galbraith IV is the Kyoto-based film historian and publisher-editor of World Cinema Paradise. His new documentary and latest audio commentary, for the British Film Institute's Blu-ray of Rashomon, is now available.