The 1980s films of Michael Caine | The Holcroft Covenant (1985)

The Holcroft Covenant
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Our tour of Michael Caineā€™s 1980s work brings us to The Holcroft Covenant ā€“ an obscure but surprisingly good thriller from director John Frankenheimerā€¦


Michael Caine showed no sign of slowing down as he entered his third decade as a leading man. The 1980s saw him win his first Academy Award (Hannah And Her Sisters), tackle new genres such as horror (The Hand) and shark-based revenge movie (Jaws: The Revenge) whilst continuing to work with interesting new auteurs like Brian De Palma (Dressed To Kill) as well as old friends from classic Hollywood such as John Huston (Escape To Victory). 

Film by film, I’ll be taking a look at Caine’s 1980s filmography to see what hidden gems I can unearth alongside the more familiar classics…

Spoilers for The Holcroft Covenant lay ahead…

Holcroft Covenant | Hollywood Suite

Directed by: John Frankenheimer (The Manchurian Candidate, The Train, French Connection II, Ronin)

Tagline: Noel Holcroft is suddenly heir to one of the greatest fortunes in history. Now, all he has to do is stay alive to collect it.

Other Featured Geezers: Anthony Andrews as Johann von Tiebolt/Jonathan Tennyson, Victoria Tennant as Helden von Tiebolt/Helden Tennyson, Lilli Palmer as Althene Holcroft, Mario Adorf as Erich Kessler/Jurgen Mass, Michael Lonsdale as Ernst Manfredi, Bernard Hepton as Commander Leighton, Richard Munch as Oberst.

What’s it all about, Alfie?: Caine plays New York-based architect Noel Holcroft, whose life is turned upside down after being contacted by a Swiss banker who informs him that, as part of a will left by his late father, he is to become chairman of a fund containing $4.5bn. This heā€™ll administer alongside the surviving eldest children of his father’s two close associates. 

This isnā€™t your everyday run-of-the-mill surprise billion-dollar inheritance, however, because Holcroft’s father and his associates happened to be Nazi generals. After the delayed realisation that Hitler was perhaps a bit of a wrong-un, they had a change of heart and embezzled dosh to be used to recompense the families of the regime’s many victims. 

Holcroft never knew his father. He was 18 months old when he and his mother left Germany, emigrating to America where she remarried. The other two descendants are living under assumed names somewhere in Europe, and Holcroft must assist in tracking them down in order for them all to sign this covenant and gain access to the money.

But all is not as it seems. There are twists and turns aplenty, with various shady figures cropping up all over the place and murders and espionage galore. Were Holcroft’s father’s motives really as pure as they seem, or has something more sinister been set into motion? 

Caine-ness: Caine is top billed. We first see him four and a half minutes in at skyscraper construction site (or more accurately, he’s been shoddily green-screened into one) with his hard hat on, which is the kind of health and safety focused professionalism I like to see from my leading men.

Caine is sans glasses but using his usual accent. I prefer it when actors employ their natural accents, rather than forcing unnecessary American ones, but in this rare instance it actually doesn’t make sense for his character to sound as he does. Holcroft is German born and American raised but inexplicably has a proud cockney accent.  Perhaps I shouldn’t be so quick to judge as Madonna miraculously obtained an English accent during her time with Guy Ritchie, so if it could happen to Madonna then it could easily happen to Noel Holcroft. 

Nevertheless, I feel this role would have better suited an American actor. Much of the humour, and tension, comes from Holcroft being out of his depth in the world of European espionage, whereas Caine, as a star persona, seems naturally quite at home in this environment (one of his most iconic roles is the spook Harry Palmer, and he also memorably played a Nazi in The Eagle Has Landed (1976)). Someone with an all-American everyman persona would have provided more of a suitable contrast to the global spy shenanigans. 

It therefore made sense when I learned that James Caan was originally cast as Holcroft but walked off set due to disagreements with producers, with Caine thus being brought in as a reliable last-minute replacement.

I also think Caan would have been the wrong choice, though; he’s too inherently threatening a presence and doesn’t read as an everyman. Dustin Hoffman (although it might have been too much of a Marathon Man (1976) retread) or even Richard Gere would have been more fitting. 

This isn’t to undersell Caine’s performance; he’s as watchable as ever, and excels at the more humorous scenes in a much funnier film than anticipated. “May I suggest, it is extremely difficult for a man in a grey flannel suit to behave naturally while riding on a horse in the middle of the night waiting for someone to shoot at him,” Caine says in one amusing instance. 

Caine is also excellent when he’s getting background checked by an old German man at gunpoint and exasperatedly has to explain his intentions for the money. “High on my list of things that I’m not doing with it is start a new Nazi party ā€“ I’m pretty sure on that one,” he says, before clarifying that he’s also not going to use it to finance a Broadway musical (which is the second worst thing a person could feasibly do with Nazi blood money, as anyone who has seen Cats can attest). 

A last-minute casting choice, Caine had only finished his previous movie, Water, the preceding Friday before starting filming The Holcroft Covenant on the Monday. There wasn’t even time for a wardrobe fitting, and so he wore his own clothes throughout the movie. Thus the film functions as Caine’s own fashion show, debuting his Summer 1985 collection which is heavy on big starched shirt collars and keeping your top three buttons unbuttoned whatever the circumstances. 

He also admitted in his autobiography, “I didn’t have time to read the script properly and, only too late, did I realise that I couldn’t understand the plot, so God help the poor audience who would eventually see it.”

This explains how Caine manages to successfully portray Holcroft’s flustered bewilderment: just like the character, he hadn’t the foggiest what was going on. Although admittedly the plot isn’t that complicated, so I’m going to blame his reaction more on the lingering effects of what he was smoking and drinking while filming Water. 

Caine took the role because Frankenheimer’s The Manchurian Candidate (1962) was one of his favourite films, but he has since dismissed The Holcroft Covenant as a bad movie (unfairly, though: he’s been in much worse) but admitted to having a lot of fun making it. Although he wouldn’t go on to work with him again, Frankenheimer was a big fan of Caine’s, stating, “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. As far as I’m concerned, he is probably the best actor I’ve ever worked with. Certainly the best actor I’ve ever worked with who gets the girl.”

Caine-nections*: Caine also played an architect in the kitschy drama Zee And Co (1972). He didn’t have to deal with murderous Nazis in that one, but he did have to be married to Elizabeth Taylor in it. Swings and roundabouts.

Lonsdale appeared as a dapper gangster in The Romantic Englishwoman (1975). 

The self-proclaimed “Rent-A-Yank” of the British entertainment industry, Shane Rimmer, has a small role in this and also in Silver Bears (1977).

*I’m only counting from Caine’s first starring role in Zulu onwards.

Best Non-Caine Actor: My favourite supporting performance is Bernard Hepton as Leighton, the sassy British secret service man (or is he?). Hepton notably played Toby Esterhase in the 1979 and 1982 BBC TV adaptations of Tinker, Tailor, Soldier, Spy and Smiley’s People and so had form with this kind of role.

There’s a charming camp wryness to his performance right from the off. We see him in Trafalgar Square, berating Caineā€™s character for accidentally introducing himself to a hitman. “Naughty naughty, Mr Holcroft, You mustn’t speak to strangers, it could be harmful to their health,” he chides, before following this with “assumption is the mother of fuck up” ā€“ a phrase that I hadn’t heard before. I don’t think itā€™ll be replacing “Live, Laugh, Love” or “It’s Wine O’clock” as a motivational plaque in suburban kitchens anytime soon.

I also loved the moment after Holcroft asks Helden why the secret service left them alone in a car if they were unsure of his motives and Leighton, behind them, painfully clambers out of the back seat and it’s revealed that he’s been hiding down there during the whole journey.

“Should get bigger cars, or smaller agents,ā€ he says. ā€œAll in a day’s work. Mustn’t grumble. Mustn’t grumble.”

He also gets a cracking final shot. In the climax when Holcroft is outlining the villains’ plans to the press and a panicked Jonathan/Johann (Anthony Andrews) looks on the verge of violence, he glances over at Leighton who gives him a saucy finger wag. 

This brings us to Andrews’ arch scenery chewing turn as evil mastermind Johann. Outwardly he’s simply Jonathan, a stuffy English journalist for The Guardian (I imagine writing similar columns to Adrian Chiles’ about having a urinal in his flat etcetera), but secretly he’s Johann, a neo-Nazi planning on establishing a new world order (unlike Adrian Chiles, which I’d like to clarify for the lawyers).

It’s literally a scenery chewing performance, as during his villainous monologue berating the state of modern Britain, which would definitely get him an invitation as a keynote speaker at the next Reform Party conference, he casually tucks into a chicken drumstick and some potato salad from Oberst’s lunch without even being offered. The purest villainy. Admittedly, he does at least compliment the food, noticing the “hint of tarragon” in the potato salad. However, he then undoes this minor bit of politeness by killing Oberst and his dog and daubing swastikas on the wall with their blood. A warning to you all that bad table manners can, and will, escalate.

The weak link in the cast is Victoria Tennant as Helden. She’s rather wooden as the double-crossing German temptress whoā€™s having an incestuous love affair with her brother Johann. You’ve seen what I’ve just typed, that shouldn’t be a hard character to make interesting but somehow she managed it. I’d only seen her before in her two Steve Martin films, All of Me (1984) and LA Story (1991), and I also found her an unengaging screen presence in those.

Since she has no chemistry with Caine, the ending falls flat. It finishes on what should be an emotional note, besotted Holcroft finds out that she has betrayed him but he lets her have a gun and turns his back on her. She then shoots herself. The last shots are close ups of Caine crying (and he’s a very effective on-screen crier!) but it rings hollow as I don’t believe these two characters could have ever had feelings for one another.

Worst of all, Helden rudely berates Holcroft for not having an umbrella and also for not being able to drive which is unfairly judgmental. And no, I’m not just taking this personally because I don’t own an umbrella and only learnt to drive a couple of years ago.

Rounding out the cast is live action Droopy Dog Michael Lonsdale (perhaps best known as Hugo Drax in Moonraker (1979)) as the Swiss lawyer Manfredi. “When one raises one’s voice, one tends to attract attention,” he says to Holcroft, which seems like pointed criticism of Caine’s pointy and shouty acting style.

I like Lonsdale, he has an avuncular presence, and I enjoyed how, to not attract attention while they chat on a ferry, he asks for him and Holcroft to walk arm in arm, like “two old friends chatting happily”. Two professionally dressed, middle-aged men in the mid-1980s strolling arm in arm around a ferry mostly full of families and pensioners on a jolly is definitely not what I would call inconspicuous. Holcroft certainly doesn’t seem into it. Personally, I think he was just lonely and wanted to feel the touch of another human being. The life of a high-class Swiss banker must be isolating, bless him.

Lastly, there’s the hyperactive, sweaty Jay Leno lookalike Erich Kessler (Mario Adorf), the third member of the covenant who is now a successful conductor, and Lilli Palmer as Holcroft’s mum who gets to wear a nice scarf and do some gentle flirting with fellow German pensioner Richard Munch as the wheelchair-bound, knitwear-showcasing Oberst. These are only supporting roles, but these international character actors are perfectly cast and make these characters memorable.

My Bleedin’ Thoughts: Based on the bestselling 1978 novel of the same name by Robert Ludlum, in his long line of novels prefixed by “The”, The Holcroft Covenant attracted mostly negative reviews on its theatrical release in 1985, so I was surprised by how much I enjoyed it.

A contemporary review from Time Out London bemoaned the fact that all Caine did was spend the film “jetting to international tourist locations so that he can be filled in on the next plot twist by an obliging minor character.”

I’ll admit that this is an entirely accurate description of the film, but I didn’t see this as a negative. The locations are visually interesting and these minor characters are good fun. It’s sort of like a much lower budget, much less exciting James Bond film, which I know might not sound like a compliment, but it is if you know how much I like Bond films.  

I was engaged right from the bold opening: black and white archive footage of Berlin being bombed before a sequence, accompanied by a bombastic score and opening credits in an old-style German font, where we see sinister Nazis conspiring in a cramped room and sealing letters before toasting “to the covenant” and subsequently shooting themselves. Then it cuts to widescreen colour with the caption “New York Today”. This certainly got my attention, and the film then miraculously managed to sustain it. 

There are plenty of visually interesting shots throughout (Frankenheimer sure loves his Dutch angles). One of the best sequences is when Holcroft and Manfredi get off the ferry in Geneva. We have voiceover of Holcroft’s father as he reads the letter that he left his son, providing exposition, while at the same time weā€™re given a thrilling sequence where three armed men look as though theyā€™re going to kill Holcroft. But it’s all a misdirect as they end up killing each other while jaunty oom-pah type music plays in the background. The scene is then capped with Holcroft asking what happened; “I don’t know, the world is full of lunatics,” Manfredi nonchalantly responds.

As mentioned, it’s often quite a funny film. When Frankenheimer became attached as director, he got George Axelrod, screenwriter of The Seven Year Itch (1955) and Breakfast At Tiffany’s (1961), to rework the script to add more humour. Itā€™s safe to say it worked.

Also, the film reiterates the valuable lesson that it’s never wise to trust anyone called Fritzl. When Holcroft and Helden are passing a man on a float in the red-light district he shouts “Hi there, my name is Fritzl,” and when they approach, he attacks Caine and kidnaps Helden.

Admittedly, it’s by no means a great film. The emotional ending doesn’t land, it’s not particularly original, and the plot crumbles under scrutiny. But whether because of my initial low expectations or not, I was entertained from the get-go and thought this was overall a solid little thriller. 

Caine escaping his overdue tape fines. “I’ve honestly never been here before, Shakira! I thought it was a Blockbuster!” 

Trivia (courtesy of IMDB): The voice of Bernie Sussman on Holcroft’s answering machine is John Frankenheimer. He was a man of many talents. 

Frankenheimer had Holcroft use a remote control to access the calls on his answering machine even though no such thing existed at the time. This allowed Caine to move around the room during the scene.

Frankenheimer had a crush on Lilli Palmer when he saw her on stage in The Fourposter during the 1950s. He returned multiple times to see it. When they worked together on this movie he confessed his youthful infatuation and complimented her current beauty “despite the actress then being in her 70s”. A very ageist dig from this anonymous IMDb contributor.

Overall Thoughts: A pleasant surprise. A fun romp, with a surprisingly amusing Caine performance and some well executed thriller set-pieces. Not Frankenheimer’s best work, or the best Ludlum adaptation, but a decent if flawed watch nevertheless. 

Rating: 3.5/5 Lonely Swiss Bankers

Where You Can Watch This: This is currently available to stream on Prime Video and Plex but seems to be out of print on physical media in the UK.

Up Next: It’s the film that won Caine his first Academy Award, Woody Allen’s Hannah and her Sisters. But does his acclaimed performance still hold up? 

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