The Falcon Takes Over (also known as The Falcon Steps Out), is a 1942 black-and-white mystery film directed by Irving Reis. Although the film features the Falcon and other characters created by Michael Arlen, its plot is taken from the Raymond Chandler novel Farewell, My Lovely, with the Falcon substituting for Chandler's archetypal private eye Philip Marlowe and the setting of New York City replacing Marlowe's Los Angeles beat. The B film was the third, following The Gay Falcon and A Date with the Falcon (1941), to star George Sanders as the character Gay Lawrence, a gentleman detective known by the sobriquet the Falcon.