The Lady From Shanghai (1947) Written, directed by and starring Orson Welles, with Rita Hayworth, Everett Sloane, Glenn Anders (87 min).

“It’s a bright, guilty world.” What would you do for $5000? Drifter Michael O’Hara becomes entangled in the sticky web of an unscrupulous lawyer and his restless wife (Welles soon-to-be ex, Rita Hayworth). Every luscious shot of this creepy film noir pulsates on the big screen.

The Lady from Shanghai is an underrated masterwork by one of cinema’s visionaries, Orson Welles. Unappreciated in its day, today, the expressionistic camera work, sense of doom and dominating strangeness seem entirely modern. The lingering glow of Citizen Kane, and the publicity bonanza teaming Welles with Rita Hayworth, his estranged wife, one of the screen’s great love goddesses resulted in a film surprisingly close to his original vision.

Welles’ fourth completed film was based on a 1938 novel by Sherwood King, If I Should Die Before I Wake. The novel’s rights were owned by B movie producer-director William Castle, he of the future schlock horror classics, The Tingler and House on Haunted Hill. He pitched it to Welles, who was enthusiastic, but later Castle sold the rights to Columbia, with the condition that he would be direct, should the film be made. He was aghast when Harry Cohn made a deal with Welles to produce, direct, write and co-star, but decided any collaboration with Welles would be a worthwhile experience. Orson supposedly slammed out his version of the screenplay in a marathon 72 hours. Pulp fiction, but still, a well crafted thriller, King’s hero is a somnambulist, sleep-walking through his life. The hero has committed a crime and been arrested less than half-way through the book. Welles restructured it so the trial and the jail, uninteresting on screen, took relatively little time. The plot and the characters are in the novel, but the florid dialogue is all Welles.


At first, the book’s title retained, but Welles didn’t like it, and changed it to Black Irish, which Columbia rejected, and then Take This Woman. Finally, it became The Lady from Shanghai, perfect, because the studio saw it as, pure and simple, a Rita Hayworth movie. Welles wanted to shoot it quickly (he was under a financial obligation to studio chief Harry Cohn) and travel to England for a three picture deal with Alexander Korda, which never happened. Welles wanted to shoot on location in New York; Cohn compromised by allowing him to shoot in Acapulco, Mexico (on Errol Flynn’s yacht, the Zaca, with Flynn as skipper, and a cameo by Flynn’s dachshund) and in San Francisco. Welles was still under the spell of his uncompleted South American film, It’s All True, perhaps in the back of his mind he thought being in Mexico might give him a chance to work on it again.

Welles, like so many millions of men, had fallen in love with Rita Hayworth’s sexy pin-up photo, and wanted to meet her. When they finally did meet, Orson was astonished to find that if he was furious at Hollywood for tampering with his masterpieces, Rita was even more livid for the way she had been exploited by the dream machine, first by her abusive father and rapacious first husband and then by Columbia studio chief, Harry Cohn. Welles found her to be genuine, shy and unaffected woman, and they fell deeply in love, marrying quickly during her lunch break on her musical, Cover Girl. Rejected by the military for health reasons, Welles, always restless and full of ideas, devised the Mercury Wonder Show, a magic and vaudeville performance to entertain the troops before they embarked for overseas. Rita helped him enthusiastically. If she felt out of place with his more intellectual friends, a show like this one was something she had grown up with. Collaborating together brought them closer and it was the happiest time of their marriage.

This scrapbook photo shows another frame from Rita’s most famous photo session.


Rita was drawn to Orson because he was the only man in her life who had never sought to exploit her, liking her, not merely her sexy screen image. She was wildly jealous, even when he was faithful to her in the early days of their marriage, but her tears and accusations made his straying a self-fulfilling prophecy. She was finally fed up with his affairs, his travels and his obsessive work habits. She later told him, “’You know, the only happiness I’ve ever had in my life has been with you.’ It seemed to him to be a terrible commentary on Rita’s experience: ‘If that was happiness’ he said, ‘imagine what the rest of her life had been’” (Welles 333; Leaming). Although it seemed as if Orson and Rita’s marriage was finished when they began filming The Lady From Shanghai (and Cohn, who was obsessed with her, wouldn’t have let them work together otherwise) Rita hoped that filming together would allow her and her husband to reconcile, recalling their happy days of collaboration on the Mercury Wonder Show. They had never stopped loving each other. Hayworth also hoped that, for once, she would star in a picture where she would be taken seriously as an actress. And, he said in retrospect, “I was lucky to have her. Rita’s awfully good in it, don’t you think? And, at the time, people didn’t even notice—she was too famous as a cover girl” (Welles and Bogdanovich 193).

“She is married to Orson Welles…They reside in a huge house in Brentwood. Their favorite room is the den, where he teaches her magic tricks. It is from this room that Orson does his weekly Sunday morning broadcast. He rushes downstairs to this room, from bed, wearing a bathrobe, and speaks into the microphone which has been rigged up especially for this broadcast. After the program, he hurries back to bed, where he reads the funnies. She sits in bed, listening to the broadcast over their radio.

They have a baby, Rebecca. There are pictures of Rebecca all over the bedroom and she always has a picture of Rebecca in her dressing room. They spend much time in Rebecca’s room, playing with her. They refer to each other as Mamma and Papa…”

–From the profile in the January, 1946 Motion Picture magazine by Sidney Skolsky. Poor Rebecca. Neither of her parents was terribly interested in parenting her.


Welles’ adaptation of the novel would incorporate aspects of his convoluted relationship with his wife, according to Barbara Leaming, biographer of them both. Michael O’Hara begins by rescuing Elsa from threatened sexual violence. Perhaps, Welles saw himself as protecting his wife from her unhappy past, although eventually, just as in real life, he abandons her, unaffected by her tears. In the hall of mirrors, she sees her fragmented self, inexorably linked with her tormentors. “No matter where she turns, she also unavoidably sees the father-husband’s reflection staring back at her, trying to destroy her. For the incest victim this vision of the destroyer in the mirror, in oneself, may be the ultimate horror. With this startling series of visual images, Welles, the artist, crystallized his deep understanding of the enigma of Rita’s personality as no one else could possibly have done” (Hayworth 134; Leaming).

Here is a picture of Rita at her most “girl next door”


In order to play a screen hero, Welles slimmed down with the usual help of a steady diet of amphetamines. He would appear on screen without make-up, unlike the way he tried to improve his profile in Jane Eyre. There was much publicity about the shearing of Rita Hayworth’s iconic auburn locks for a short curly peroxide hairdo, which radically changes her screen image. Sixteen photographers snapped her transformation. “This last decision, which made Harry Cohn’s jaw drop and the rest of Hollywood gasp, was provocative on several levels: it transformed one of the great cinematic icons of the day, gambled with the public’s devotion to one of the most bankable of celluloid stars, and asserted Welles’s potency, both as a director and as a man. He was doing to Rita Hayworth what men had always done to her, making her over in the image they desired. What made it all the more startling was that it was done with her complete consent. She was as eager to be liberated as he from a self with which she did not identify, the sultry charmer” (Callow 356).

In the film, her husband, a famous criminal lawyer is played by Mercury Theater of the Air veteran, Everett Sloane. Peter Bogdanovich asked Welles why Sloane was so dramatically crippled in both legs. “Because Everett Sloane was basically a radio actor, he’d never really learned to move. He was like a marionette. That was OK for Bernstein in (Citizen) Kane. But, it didn’t seem to me that a marionette would make a great criminal lawyer. So, I made him an elaborate sort of cripple. And, of course, he loved it. All actors like to play cripples” (Welles and Bogdanovich 198). George Grisby was played by Glenn Anders, primarily a stage actor, but whose screen career dated back to the days of D. W. Griffith. Welles called him up, “Glennie darling, get on the next plane to Los Angeles. Never mind what the picture is. It’s a great part. You’ll get the Academy Award (Callow 356). He should have, he’s super creepy.

Welles had been reading and absorbing the theories of Berthold Brecht, who stressed the artificiality of the theatrical experience, “The artist’s object is to appear strange and even surprising to the audience” (Welles 337; Leaming) a style optimized by Chinese theater, and the reason the sequence is included in the finished film. Brecht thought the spectator should always be aware that he was watching a performance, and not share in the illusion that one was invisibly watching an event unfold. Welles hoped for ‘something off-center, queer, strange’ to give the film a ‘bad dream aspect.’ ‘Our story escapes the cliché only if the performances are original, or at least, somewhat oblique.’ To keep the film from ‘from being just another whodunit,’ Orson argued, would require the ‘quality of freshness and strangeness’ with which he had tried to imbue it” (Welles 338; Leaming).

Welles final film cost $2 million (about half a million over budget) the 65 day shoot stretched into 98 resulting in a final cut of 2 ½ hours. Some of the delays and overruns were not entirely Welles’ fault. They shot during the worst possible season in Acapulco, hot, humid and rainy. Both Welles and Hayworth came down with sinusitis, and most of the unit came down with dysentery. One of the technicians died of a heart attack shortly after arriving in Mexico, which seriously dampened spirits. The shooting was exhausting, and the stormy weather made filming difficult. Before Rita jumped off a high cliff, it had to be cleared of poisonous barnacles, and a swimmer, off camera, stayed close to her in the water with a spear to discourage roaming barracudas. Her health was fragile, and at least once, she collapsed on camera from the heat. Weather in San Francisco was cold and damp, and back in the US, labor troubles caused delays.

Mirrors are always an important motif of the film noir style, reflecting duplicity, vanity, and corruption. Welles created the most fabulous use of mirrors possible. He screened The Cabinet of Dr. Caligari for inspiration (another story about a somnambulist) and with cinematographer Charles Lawton, Jr., and special effects expert Lawrence W. Butler, Welles devised a Crazy House which stretched across two huge Columbia sound stages, with almost 3000 square feet, with 24 distortion and 80 7 x 4 ft plate glass mirrors, some two-way so the camera could film through them. Exactly how the sequence was done, Welles never told, except to hint tantalizingly that in his original version, the mirror sequence was just one part of an extended scene in the Crazy House, cut by order of Harry Cohn. “The most interesting sequence, in the fun house, has all but vanished. I was up every night from 10:30 until 5:00 in the morning for a week painting that fun house. Cyril Connolly came one night and helped me—I had all kinds of strange people lending me a hand. This was the big tour de force scene. All you get now is one bad long shot which I was going to cut because it was too banal compared to the way the sequence had been built. Too crazy for its time…’What’s that all about?’ yelled Harry Coen and yanked it out. People would have remembered it much more than the mirrors at the end—it was much more of a tour de force. (Welles and Bogdanovich 196).


Harry Cohn presided over cutting, which to him was, pure and simple, a Rita Hayworth movie. He was horrified Welles hadn’t shot any glamour close-ups of his star! So they were added. Welles’ loathed the music that Cohn approved for the film, finding it more appropriate for a Disney movie than a thriller. Cohn insisted a song, “Please Don’t Kiss Me” be performed by Rita on camera (although dubbed by singer Anita Ellis) and snatches of its melody inserted wherever possible for marketing purposes. Simon Callow calls it “that wreched pop song, which has wound its way into every scene like ivy…in his memo to Cohn Welles says, ‘I think that damn tune is in every scene?’ It very nearly is” (Callow 371). With Orson’s carefully designed expressionist sound design (he was a radio guy, after all) was scrapped, Viola Lawrence would be the latest editor vilified for butchering one of Welles’ masterpieces. Welles wrote a nine page memo about the final editing, in which every one of his points was ignored.

1940s movie star scrapbooks are filled with Rita’s beautiful images.


Cohn told Welles, “I’m never going to make a picture like this again…not because of the script, you understand—it’s the script I approved and I liked it and I don’t care what anybody says. It’s because nobody should be the director and the producer and also the leading actor in any picture. There’s no way he can be fired. Somebody has a deal like that—what’s the use of me owning my own studio? I might as well be the janitor” (Welles and Bogdanovich 190).

Cohn didn’t release the film for over a year, trying to fill Columbia’s release schedule with more conventional Hayworth pictures, while he still had her under contract. Eventually, it was hastily released at the bottom of a double bill. And, a tarnished reputation has followed it, unjustifiably so. Some people complained about Welles’ Irish accent. It’s not so bad, just that every one knew he didn’t speak that way. Welles wanted the film to be like a bad dream, and it is, with the strange dialogue, gigantic close-ups, exquisite Rita Hayworth and that nagging song that you can’t get out of your head. It’s not like any other film noir, or any other Hollywood movie, except for others of Orson Welles. It’s the work of a remarkable individual who, over 60 years later, still welcomes you into his nightmare.


Sources include: Orson Welles by Barbara Leaming, If This Was Happiness: Rita Haywoth by Barbara Leaming, The Rough Guide to Film Noir by Alexander Ballinger and Danny Graydon, This is Orson Welles by Orson Welles and Peter Bogdanovich, Citizen Welles by Frank Brady, Rosebud: The Story of Orson Welles by David Thomson, Orson Welles: Volume 2, Hello Americans by Simon Callow, “girl next door” photo from Rita: The Life of Rita Hayworth by JOe Morella and Edward Z.Epstein.