Arguably the slickest thriller ever made. Two stars at the top of their game, three rising stars giving notice of their talent, more twists than you could shake a Hitchcock at, the chance to frighten the life out of the most fashionable actress of her generation, and standout scene after standout scene.
Three characters are presented upfront as bad guys, but whole enterprise is so laden with suspicion you are not all surprised when the finger points at Peter (Cary Grant) and Reggie (Audrey Hepburn), not least because Peter keeps changing his name, but also because audiences with lingering memories of film noir could easily imagine Reggie as a femme fatale especially when she comes on to a man whose got three decades on her.

Basic story: Reggie returns from a ski holiday where she met divorced Peter to find her husband dead and Parisian apartment empty. She is menaced by three men – Tex (James Coburn), Herman (George Kennedy) and Leopold (Ned Glass) – convinced she knows the whereabouts of $250,000 they lay claim to. Bartholomew (Walter Matthau) of the C.I.A. also stakes a claim. Tex has a nasty habit of throwing lighted matches at her, Herman threatening her with his steel hand. And there are doubts about Peter, initially perceived as a savior.
It is a film of such constant twists, you never know quite where you are, and forced to follow the lead of a befuddled and confused Reggie you question everything, so it’s an unsettling watch. Given the permutations, you could easily come up with a number of different endings.
And although this is virtually thrill-a-minute stuff it has the most endearing light romance, full of beautifully-scripted sparkling cross-purpose banter, and managing to work in marvellous scraps of Parisian atmosphere, some tourist-hinged (a market, boat ride on the Seine), others (a subway chase) less exhilarating. At times, Reggie turns spy and comes up with clever ruses to evade pursuit.
You can have this amount of conflict – baffling clues, perplexed French Inspector Grandpierre (Jacques Marin) kidnap, rooftop fight – without corpses soon mounting up. Alleviating the tension are a myriad of little jokes: a small boy with a water pistol, time out in a night club to play the rather frisky orange game, Peter showering with his clothes on. The romance might have helped except every time Reggie trusts Peter he gives her good reason to distrust him. And, of course, she could as easily have squirreled the money away herself.
The whole ensemble is delivered with such style and attention to detail (a bored man at a funeral clips his nails, cigarettes are expensive in France, voices echo when a boat passes under a bridge, phone booths are both refuges and traps) that it’s as if every single second was storyboarded to achieve the greatest effect.

It’s not just the entrance of the bad guys, door slamming in an empty church, that signals a director alert to every nuance, but the fact they all proceed, in different ways, to check Reggie’s husband is actually dead. A man has drowned in his bed. “I sprained my pride,” explains Peter after coming off worse in a fight. Apart from the core tale of suspicion, betrayals, theft and murder, everything else in the thriller genre is completely revitalized, in dialog and visuals this is nothing you have ever seen before.
The principals invest it with a rare freshness. Cary Grant (Walk, Don’t Walk, 1966) and Audrey Hepburn (Two for the Road, 1967) are such natural screen partners you wonder why (expense apart) the exercise was never repeated. And in typical John Wayne fashion, to minimise the May-December romance element, it’s Hepburn who makes all the running in that department, and you get the impression that she had been married to an older man anyway. Grant’s character is surprisingly adept at the old fisticuffs while Hepburn is more feisty than helpless, and devious, too, not above using the old screaming routine as a device to bring Grant running for romantic reasons.
James Coburn has his best role since The Magnificent Seven (1960), Walter Matthau (Lonely Are the Brave, 1962), at this point not considered comedian material, brings very human touches to his role, and George Kennedy (Mirage, 1965) presents a memorable villain.
And that’s not forgetting an absolutely outstanding score by Henry Mancini (Hatari!, 1962), jaunty one minute, romantic the next, and for the most thrilling sequences creating the type of effect David Shire achieved in All the President’s Men (1976) of steadily mounting tension rather than instruments shrieking terror. And the Saul Bass-style title credits were actually conceived by Maurice Binder of James Bond fame.
Outside of his musicals, this is the peak of Stanley Donen’s (Two for the Road) career. The gripping screenplay was the work of Peter Stone (Mirage), based on a story by Marc Boehm (Help!, 1965).
One of the few twist-heavy thrillers that rises effortlessly above the material.