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While out at a local club, Gay Lawrence finds himself close by when a man called Moose Malloy comes into the club looking for his Velma, killing the manager in the process of asking. The police pick up on the case but Gay starts searching for Velma. He picks up a lead that involves a meeting, before getting a call out of the blue from a man looking for help. When the 'case' turns out to be a trap designed to kill Gay, he finds himself in the middle of something bigger than he expected.

I'm not sure why, after so many films, the Falcon series suddenly reached into Raymond Chandler for its source material. Perhaps it was the fact that Sanders was fed up doing the films and maybe they were trying to provide of a film for him to work with. Certainly this is a rather different entry in the series that manages to change some elements of the series while also keeping aspects that make it a Falcon film – however this is a weakness rather than a plus point because the two aspects detract from one another. Being the first filmed version of Farewell, My Lovely, this film gets off to a good start; in fact I was surprised to see Moose Malloy looking for Velma and I started to think maybe it was spoofing the film, until I realized that this was made a couple of years before the most famous version. The plot is dark and mysterious and is better delivered as noir – something that the Falcon film cannot do whilst trying to remain a Falcon film. So although the plot follows the source material well, it never really gets a tone that it deserves.

The reason for this is that the material is mixed with the usual Falcon brand of humours and characters. Elements such as Goldy's quips and the discussions between O'Hara and his detective are funny but they don't fit well. Of course this hurts the Chandler material more than it hurts the Falcon series because the addition of a good plot helps add to the usual Falcon aspects – so it turns out to be a good Falcon film but a very average version of the Chandler story. The cast don't really help either, some failing on their own terms while others show their shortcomings when compared to different actors playing the same roles in other versions. Sanders was one film away from leaving the series – as with his suicide, when he had had his fill of things he simply stepped out without fuss. In his performance here you can see that his heart is not in it anymore - he makes little effort with the material given him although it is not all his fault; he couldn't be expected to suddenly turn the Falcon into the complex, downbeat hero of Chandler's story. Jenkins does his usual stuff pretty well but I think he knew that he was an add-on to the story and he tried hard to compensate. Gleason is pretty funny in a minor role but the story specific characters are not as well played as they would later be. Bond may well have been a good model for later versions but he is not as good as them. He tries hard and has a good presence but I just found it hard to accept him as the character. The actresses in the roles of Velma and Riordan are all OK, but nothing more than that.

Overall this is an OK Falcon film despite the weaknesses. The plot is better than normal but not as well used as the same source would be in other films later on. The Falcon humour and character take away from the core of the story and stop it being the noir it deserves to be, while the mix of material and series formula is not totally successful – not quite oil/water but certainly strange bedfellows. Fans of the Falcon and Chandler completists will seek it out but for most people it will just be an average crime film or a poor version of a story done better elsewhere.

Anyone who has seen the definitive Edward Dmytryk film noir `Murder My Sweet' (1944) will blanch at this low-budget Falcon version of Raymond Chandler's 1940 `Murder My Lovely.' Life is not fair – more viewers will have seen the subsequent performance of Dick Powell as detective Philip Marlowe than George Sanders efforts as Gay Lawrence. These films are simply not comparable although they are based on the same novel. And it isn't that Dmytryk never made Falcon-class films – he directed `The Falcon Strikes Back' in 1943. It is just that `The Falcon Takes Over' comes nowhere near the superior `Murder My Sweet' and thus anyone who has seen both versions will be disappointed.

Director Irving Reis was teamed with George Sanders on the first three of the Falcon films – this one being the last appearance for both in the series. George Sanders especially disappointed me – he has done better in this type role and I am pre-disposed to like anything that he has done. Ward Bond does a good job at playing the hulk Moose Malloy – but anyone who has seen Mike Mazurki will not be as impressed. Allen Jenkins does well as faithful sidekick Jonathan 'Goldy' Locke but in the Tom Conway Falcon series, Edward Brophy is a good substitute. James Gleason is always good as the policeman in charge.

See this to compare or to round out your viewing of the Sanders Falcon series.

George Sanders is again The Falcon in "The Falcon Takes Over," a 1942 entry into the series. This one is the plot of "Farewell, My Lovely," and Ward Bond as the nearly catatonic strongman Moose Malloy walking around in a fog looking for Velma.

They've sort of stuffed The Falcon and Goldy into this plot, a complicated story that was tough to cram into 65 minutes. Consequently this isn't the breezy Falcon we're used to, and most of the comedy goes to Goldy, who is terrified of Malloy and sees him around every corner. James Gleason, as the Inspector O'Hara, investigating the murder of a night club manager, also had a funny bit he did several times with his underling.

Hans Conreid has a serious role here as Marriot, and Turhan Bey has a small role as swami Jules Amthor.

All in all, entertaining, maybe not the usual Falcon except for his flirting with every woman, but decent.

As I watched the opening credits, I was surprised to see that this Falcon movie was actually based on the Raymond Chandler book "Farewell, My Lovely"--which I'd seen twice before in the forms of MURDER, MY SWEET (1944) and FAREWELL, MY LOVELY (1975). What particularly surprised me about this is that was a originally Philip Marlowe story, NOT a Gay Lawrence (a.k.a. "The Falcon") film. Now Raymond Chandler purists might balk at this, but the film actually compares reasonably well to these later films--even with a leading man who is so unlike the hard-boiled detective, Marlowe. While the settings were "classed up" quite a bit compared to the novel, the overall plot is still there with only a few minor changes (such as at the very end and the disposition of "Velma"). Additionally, Allan Jenkins, Lawrence's lady friend and the cops were integrated into the original plot.

Now if you were going to rate this film, you can't really compare this RKO B-film to the two later higher budget films. The later films are more faithful to the book, but they also have the advantage of being made AFTER Chandler became more famous--and when producers would have never considered getting rid of the Marlowe character. And, while some might be very critical of the lower budget THE FALCON TAKES OVER, if you compare it to other B-detective series films of the day (such as Boston Blackie, Charlie Chan or The Lone Wolf), it is clearly superior--mostly due to the basic foundation laid by Chandler. Plus, George Sanders is his usual affable and suave character--a guy that's hard not to like even if he isn't as jaded and tough as Marlowe.

For lovers of the B-movie genre, this is an exceptional and engaging film--significantly better than the later Tom Conway films in the series. In fact, aside from 'the earlier THE GAY FALCON, it might just be the best in the series.

Ward Bond is Moose Malloy, deranged escaped convict searching for a one time girlfriend named Velma. Drawing considerable noisy attention to himself, the Moose tracks down a shady night club manager who seems to know something—but is quickly murdered. That's just the beginning of a complicated plot that includes seedy characters, dimly lit locales, and more questions than answers.

George Sanders is excellent as Gay Lawrence—also known, of course, as the Falcon. Sanders handles the picture's serious mystery elements with gravity and style. He also manages to fit into the other half of the plot, which is essentially comic relief provided by the Falcon's right hand man Goldie Locke (Allen Jenkins) and the usual bickering police duo (James Gleason and Edward Gargan as exasperated inspector and dumb assistant detective).

Lynn Bari is fine as the female in the case – unexceptional but solid as the usual plucky girl that the Falcon teams up with. She and Sanders exchange some decent banter: "You believe me, don't you?" she asks at one point. "I like you," he answers, "which is much more important."

Easy viewing for fans of series mysteries, with Sanders' strong performance standing out.