The Lady from Shanghai

Pop Culture 101 - THE LADY FROM SHANGHAI In opting for a semi-documentary structure with narration, Welles was emulating the type of films then being made by Louis de Rochemont, producer of The March of Time newsreels, who used the style in the fiction film The House on 92nd Street (1945). According to Charles Higham in

Trivia and Other Fun Stuff Orson Welles's films were always plagued by studio interference and re-cutting that at best changed his intentions and at worst completely destroyed them. The most infamous case is the complete re-cutting of The Magnificent Ambersons (1942), a film that many said could well have been Welles's masterpiece in its original form. The footage for that film was destroyed, making it impossible to ever restore his version, but at least Touch of Evil (1958) was recut in the 1990s to conform to Welles's editing notes, and its intended soundtrack was restored. Like The Lady from Shanghai (1947), that film also had its score and sound design changed by the studio before its initial release. The failure of The Lady from Shanghai finished Welles in Hollywood for good. By the time of its release, he had already left for Europe, where his next project would be a controversial and problem-plagued film adaptation of Macbeth (1948). In response to the film and Welles's radical makeover of his star, columnist Louella Parsons (who despised Welles ever since he harpooned her boss, William Randolph Hearst, in Citizen Kane, 1941) called him "awesome Orson, the self-styled genius." She claimed he had deliberately and maliciously set out to destroy Rita Hayworth's career. She then declared Welles "washed up." By the film's completion, the marriage was in ruins as well. "The six people who saw what Orson Welles did to Rita in

The Big Idea Behind THE LADY FROM SHANGHAI Orson Welles agreed to do The Lady from Shanghai (1947) in an act of desperation. After the failure and controversy surrounding his first two films, he found himself working outside of the original RKO contract that gave him unprecedented freedom on his first film. In spite of having done admirable, low-profile work on independent producer Sam Spiegel's The Stranger (1946), a modest hit he took on to prove he was not a reckless spender or raging egotist, Welles was still not regarded as a bankable director by studio bigwigs. He had gone back to the site of his first triumphs, the New York theater, and was working with producer Mike Todd on a mammoth stage adaptation of Jules Verne's Around the World in 80 Days, when the two ran out of money. Welles put in a call to Columbia Pictures head Harry Cohn, boss of Welles's estranged wife, Rita Hayworth, and offered to write and direct a picture for the $50,000 he and Todd needed to mount their play. Cohn agreed, stipulating he would send the money if Welles would direct the movie free of charge. Although the funds were not enough to save the stage production (which closed after a very short run), Welles soon found himself at the helm of The Lady from Shanghai. Harry Cohn was an odd choice for Welles to turn to in need. The Columbia boss, who regarded Hayworth as his personal property, didn't approve of Welles's marriage to her in 1943. With the Welles-Hayworth marriage now on the rocks (and no set plan to use her in the film), it's not likely he was using his connection with her as a way of wooing Cohn. What is more possible is that he knew Cohn was good friends with Sam Spiegel, for whom Welles had made The Stranger. Welles brought that film in under budget and in less than the scheduled production time. It even made money, the only Welles film that can truly be said to have been profitable, so he likely reasoned that Spiegel would give him a good recommendation - and he was right. There are a couple of versions of how Welles came upon the source material for The Lady from Shanghai. He claimed that while on the phone to Cohn, he found himself backed into a corner when the studio executive asked for details about the film project he had in mind. Welles said he spotted a copy of a thriller novel, If I Die Before I Wake by Sherwood King, and told Cohn this would make an ideal picture. Other sources have stated that Columbia already owned the rights to the book and that William Castle was set to produce it as a low-budget programmer. In any case, Welles said he agreed to adapt the story without ever having read it (although Spiegel later contradicted this), and hired himself as the producer with Castle serving as associate producer. Reportedly, when Welles finally read the book he thought it was horrible. He then set about writing the adaptation in three days. The novel, a simple, tightly structured thriller about the murder of a millionaire attorney, is not as different from the film as some have claimed. But Welles did take the basic story and construct a labyrinth of plot details and added twists until he came up with a narrative that reputedly even he did not fully follow. Complicating matters, Welles would continue to make changes to the story throughout the course of production. One of the major changes Welles made was to move the novel's setting from Long Island to Mexico and the San Francisco Bay Area. That may have been done partially because Welles hoped to do more work on his South American opus It's All True (1993), a wish that was never realized. He may have also found the distant location shooting to be a good way to keep Cohn and his minions off his back so he could do the picture without interference. Oddly enough, the studio boss mostly stayed out of his way for much of the shooting, even though Welles told Cohn early on he intended to make a film that was "off center, queer, strange." The script itself went through numerous changes during production, and an examination of the original screenplay reveals several scenes that, for one reason or another, never made it into the final film. One such scene was a pre-credit sequence that would have shown Elsa skillfully avoiding a mysterious group of men shadowing her through the city streets. Immediately after the opening titles, we would have seen her husband receiving a call telling him she had slipped from sight without a trace. The Hall of Mirrors finale was originally scripted to be longer, giving O'Hara and Elsa a much more tender and ambiguous farewell. It may be that Welles never intended to end the film that way and only used this as a dodge to get Cohn's approval. It's not likely the studio head would have looked kindly on a conclusion that had Welles coldly walking away from Hayworth lying on the floor dying. Rita Hayworth was not the first choice for the project. The picture was originally intended for Ida Lupino, though Welles wanted to use French actress Barbara Laage (who had yet to make her first film appearance). Instead Cohn stepped in and decreed the lead would go to Hayworth, and that the budget would be suitably increased for his biggest star. It may be that Cohn saw the publicity potential in having Welles reunited with his famous wife for a lavish Columbia production. He may also have simply been trying to exploit Hayworth as much as possible before her contract ran out and she started making pictures through her own company. As for Hayworth, there have been a number of reasons put forth by different sources for her agreeing to do the picture: the chance of a reconciliation with her husband, her hope that it would make enough money for him to be able to support their daughter, the desire to shake the sex goddess image and be taken seriously as an actress, an opportunity to work with one of the cinema's most daring artists, or simply the obedience of a woman who was constantly being controlled by the powerful men in her life. Welles cast himself in the male lead, for a percentage of the profits, and brought in some of his colleagues from the Mercury Theater days for other roles, notably Everett Sloane (Charles Foster Kane's right-hand man) as the crippled, shifty lawyer Arthur Bannister. In the early stages, the novel's title was used as the working title of the picture, but Welles didn't like it because of its association with the child's bedtime prayer. He proposed the title "Black Irish," but the studio thought the ethnic resonance of that would be confusing. "Take This Woman" became the official name for a while. That may have been nixed, however, because of its resemblance to the MGM disaster I Take This Woman (1940), which went through so many changes and delays in production it became known as "I Re-Take This Woman." by Rob Nixon

Behind the Camera on THE LADY FROM SHANGHAI At the start of production, the first thing Welles did was order Hayworth's trademark long, luscious red hair bobbed and dyed blonde (the color they decided on was called "topaz blonde"). Whether Hayworth was complicit in the decision or not (one source credits her with the idea), Cohn was absolutely furious, not only because Welles was drastically changing her screen image but because it was turned into a major media event, with press in attendance and photos of the makeover going out worldwide. The pre-cutting hoopla was so widespread that people were writing in, begging for a lock of her hair, including a minister who pointed out that cutting a woman's hair was a sin. Shooting began in fall 1946. More than 35 days were spent on location in and around Acapulco, where Errol Flynn and his yacht were contracted to stand in for the Bannister's boat, Circe. Flynn actually piloted the vessel and can be glimpsed briefly in a shot outside a Mexican cantina. He was paid $1500 per day, plus lunches for his crew. Other locations included the New York Maritime Union hall, the Aquarium and Mandarin Theater in San Francisco, and various other locations around those cities and in Los Angeles and Sausalito, Cal. Some scenes were shot later in the studio, and the sequence of Hayworth running through an Acapulco colonnade was done at the 20th Century Fox ranch. The Central Park scene was shot using a carriage that was bought in Mexico and shipped to New York. Huge arc lights, a sound boom and a 20-foot camera crane followed the carriage nearly a mile to get a single dolly shot. Unfortunately, it was later cut by the editor Columbia brought in to "fix" the picture - a very effective editing job but completely ruining Welles's concept. Welles and cinematographer Charles Lawton, Jr. had lengthy pre-production conferences during which they decided to use low-key interior lighting and natural light wherever possible. Filters were used for the outdoor skies to keep the transitions between outdoor and indoor scenes from being too glaring. Stark contrasts were set up in exterior shots to achieve some dramatic facial modeling. For instance, in a scene between O'Hara and Grisby, Welles wore a white linen suit to make his face look dark and somber. Shooting aboard the close quarters of the yacht presented special challenges, which Welles and Lawton turned to good effect through the use of cramped, claustrophobic compositions. But shooting against the glare of the sea and sky often rendered light meters useless causing over-exposure. A series of experimental tests were made to figure out how to overcome the problem. Wide-angle lenses were used to lend distortion to close-ups. In the aquarium scene, the tanks were shot separately, enlarged, and matted in to make the sea creatures appear more monstrous and looming closer to the actors. The justly famous Funhouse/Hall of Mirrors sequence took extensive work. The two sets were actually intended to be separate locations (as they were in San Francisco's Playland where the exteriors were shot). A scene in an earlier draft of the script would have made that clear and explained not only how the characters got from one to the other but how they were able to enter the closed attractions. Welles wanted to pattern the funhouse on the expressionist images of the German silent The Cabinet of Dr. Caligari (1920). Stephen Goosson designed an elaborate set with sliding doors, distorting mirrors and a 125-foot zigzag slide from the roof of a studio sound stage down into a pit that was 80 feet long, 40 feet wide and 20 feet deep. For one shot simulating Welles's point of view as he hurtled down the slide, Lawton and camera operator Irving Klein slid the entire length of it on their stomachs with the camera on a mat. The director himself spent more than a week from 10:30 at night until 5 in the morning painting the set. The Hall of Mirrors maze was designed with the help of special effects wizard Lawrence Butler, who had provided the screen magic in such films as Things to Come (1936) and The Thief of Bagdad (1940). It contained 2,912 square feet of glass. Some of the mirrors were two-way, allowing Lawton and his crew to shoot through them; other times they shot through holes drilled in the glass. The Mexico shoot was plagued by a number of problems, many of them detailed by producer William Castle in his diary. During the day, the temperature was usually blisteringly hot, and at least once, Hayworth collapsed from the heat. At night, millions of poisonous insects swarmed around the arc lights, often blotting them out. One insect caused a substantial delay in shooting when Welles was bitten and his eye swollen shut to almost three times its normal size. An assistant cameraman, working bareheaded in the blazing sun, suddenly dropped dead of a heart attack. The often-drunk Flynn tried to put him into a duffel bag, and Welles immediately sent someone ashore to alert authorities before Flynn could bury the man at sea. Some scenes were filmed close to a crocodile-infested river. The rock from which Hayworth's character dives into the ocean had to be scraped to remove poisonous barnacles. A Mexican swimming champion armed with a spear had to swim off camera near Hayworth to ward off deadly barracuda in the waters. Shooting was also delayed whenever Flynn disappeared for extended lengths of time. His contract stipulated the yacht could not be used unless he was present. As the temperature rose and the shoot stretched longer than planned, financial problems worsened, and the studio began sending memos and emissaries to find out what was going on. One of the biggest sources of delay was Welles himself, as Castle noted frequently in his diary: "His whims and demands many, he has spent the first week picking locations, then changing his mind and picking others." The cast was frequently frustrated and confused by arriving on the set to find Welles rewriting the script from day to day. His method of working with his actors was often harsh and manipulative. Sometimes he deliberately rattled them to get nervous, edgy performances. Other times he would cause them to forget their lines so they could improvise new ones. One such line that survives on screen was made up on the spot by a flustered Erskine Sanford as the judge: "This isn't a football game!" Everett Sloane refused to wear the leg braces constructed for his character, complaining bitterly of the pain they caused. Sloane was reportedly impossible to deal with and shunned everyone on the set. Glenn Anders, whose work dated back to the days of D.W. Griffith, was called in by Welles to play Grisby. When he arrived on the set his first day, Welles immediately ordered him to lie down on a stretcher under a sheet and play dead. The actor did as instructed and while he lay there, he said, a studio rep handed him a pen and a contract to sign. At that point, Anders claimed, he still knew nothing about the film or the part he was playing. Over the course of shooting, Anders became so upset about Welles's bullying, the crew dubbed him "Glenn Anguish." Welles never viewed the rushes; he just shipped them off to Viola Lawrence, Columbia's chief editor, who had been assigned to the picture. When she saw that Welles had not shot a single close-up, not even one of Rita Hayworth, she went immediately to Cohn, who ordered the director to film some. On location, Welles ignored the command, although he finally complied upon his return to the studio. Welles had outlined his editing strategy and concept, but the final cut was not granted to him by contract. Lawrence put together a rough cut for Cohn, who hit the roof when he saw it. "I'll give $1000 to anyone who can explain the story to me," he said. Welles took some of the criticism but laid most of the blame on Lawrence's editing. Cohn ordered a new structure for the film, which would have placed the courtroom scene at the center of the narrative with the rest of the action in flashbacks. But he was talked out of it when it became apparent that major re-shooting would have to be done. Welles still had to re-shoot some of the footage, forcing him to match shots of Hayworth with a stand-in, who was paid $500 to have her hair cut and bleached like the star. The extensive funhouse sequence was one of the greatest losses Welles had to endure, cut from a reel to only a few minutes. Fortunately for Welles, the Hall of Mirrors climax remained virtually untouched, except for the insertion of some music at the end which the director hated. The biggest bone of contention was over the music and sound design. While Welles's reputation often rests on his visual style, he was also known for his mastery of sound thanks to his background in radio. His intention in this picture was to have the sound be a disruptive element, a device to unsettle the viewer (such as keying voices in at such a low level a viewer would have to strain to make out what was being said). Except for a few minor instances of this effect (the grating voices of Bannister and Grisby, the overdubbing of the final dialogue in the Hall of Mirrors), almost all were "corrected" by the Columbia sound department. The rough musical soundtrack Welles had provided, inspired by South American and Mexican music, was thrown out and a typical Hollywood score was commissioned from composer Heinz Roemheld. Welles despised the music that was added and complained loudly to Cohn. Of the music accompanying Hayworth's dive into the water, Welles said it was more suitable "for some antic moment in a [Disney-produced] Silly Symphony, a pratfall by Pluto the Pup, or a wild jump into space by Donald Duck." Welles's sound design for the Hall of Mirrors remained mostly intact, and he was pleased that Roemheld had not added any lush symphonic touch to Elsa's death. He was livid, however, over the echo of the film's romantic theme song, "Please Don't Kiss Me," which was added to the final moments. Cohn had purchased the song hoping to make additional income from the sale of records and sheet music. Welles felt this tacked-on musical finale was "obvious to the point of vulgarity, and does incalculable injury to the finish of the picture." After production wrapped, Cohn said that The Lady from Shanghai was the last time he would bankroll a project whose on-screen lead was also the co-writer, producer, and director. In a situation like that, he reasoned, he was unable to fire any of them. by Rob Nixon

The Critics' Corner on THE LADY FROM SHANGHAI The Lady from Shanghai (1947) was completed in 1946 but Columbia, fearful of its box office prospects, wanted to protect Rita Hayworth's popularity and image by releasing other more commercially promising pictures before the public saw this one. The studio held the release back for nearly two years. It ran first in France (1947), Finland, England, Australia, and Sweden before it finally opened in the U.S. in 1948. The studio did nothing to push the film, allowing it to be shown as the bottom half of double bills. Although it got many favorable reviews, audiences avoided it. "The penny-dreadful aspects of The Lady from Shanghai are obvious, but the film is nevertheless often remarkable." - John McCarter, The New Yorker, June 19, 1948. "Apparently what writer-director-actor Orson Welles had in mind was a full-blooded whodunit of the tough school, and he has succeeded in providing some of the standard ingredients." - Newsweek, June 21, 1948. "Rambling style used by Welles has occasional flashes of imagination, particularly in the tricky backgrounds he uses to unfold the yarn, but effects, while good on their own, are distracting to the murder plot. Contributing to the stylized effect stressed by Welles is the photography, which features artful compositions entirely in keeping with the production mood." - Variety, April 10, 1948. "Orson Welles, who produced, directed, wrote and starred in the film, is sometimes self-indulgent in his use of visual tricks and techniques, which at times sacrifice plot for visual brilliance, but he pulls it together in the end to produce a stunning, difficult film. Rita Hayworth gives one of her best performances as the deceptive, seductive temptress, hard-edged and cynical. The film confounds, unsettles and disorients the viewer, very much as Welles intended to do. While not an easy film, it is well worth the attention required to follow it, and Welles offers no easy solutions or any false happy endings to his tour-de-force mystery." - Linda Rasmussen, All Movie Guide. "The Lady from Shanghai is a morality play without preachment; it can be taken as a bizarre adventure yarn, a bravura thriller, a profound drama of decay, or all three...Behind the magical showmanship is the voice of a poet decrying the sin and corruption of a confused world." - Peter Bogdanovich. "The only raison d'etre for The Lady from Shanghai...is the cinema itself; and since Orson Welles is behind the camera that's already saying a lot, even if the spectator doesn't experience the emotion that he felt while watching Kane and Ambersons. É Visually the film is superb, and I agree with Bazin when he says, ÔHad he only made Citizen Kane [1941], The Magnificent Ambersons [1942], and The Lady from Shanghai, Orson Welles would still deserve a place among the citations carved on the Arch of Triumph celebrating the history of cinema.'" - Francois Truffaut, foreword to the book Orson Welles: A Critical View by Andre Bazin (Harper & Row, 1978). "The scene in the hall of mirrors...stands as a brilliant expressionist metaphor for sexual unease and its accompanying loss of identity. Complex, courageous, and utterly compelling." - Martyn Auty, TimeOut Film Guide (Penguin, 2000). "That "garbled" thriller, The Lady from Shanghai, is unavoidably a commentary on Welles's marriage to Rita Hayworth and, incidentally, the clearest sign of his misogyny and his shyness of attractive, mature women." - David Thomson, The New Biographical Dictionary of Film. "Perhaps Orson Welles' most enjoyable film, a longtime cult favorite...the story itself is classic film noir material (though Welles' Irish brogue doesn't immediately bring Philip Marlowe to mind) - you can find traces, especially when analyzing Hayworth's character, of The Maltese Falcon [1941], but I see it as more of a twist on Gilda [1946], with Hayworth's character changing from sympathetic to sinner. But in tone I think the picture anticipates Beat the Devil [1953]; here, too, are the tongue-in-cheek humor, the improvisation, the bizarre characters, the blonde (played by an actress known for a different hair color) who is a habitual liar, the sense that the director is having a grand time behind his camera." - Danny Peary, Guide for the Film Fanatic. "With this film, Welles shattered the myth of the good-hearted heroine in American cinema. Rita Hayworth (Welles' second wife) had become enshrined in Gilda two years previously. In The Lady from Shanghai Welles undermines her glamour, leaving her to die in the Magic Mirror maze instead of in the arms of the hero. Paradoxically, this is also Welles' wittiest film." - Peter Cowie, Eighty Years of Cinema. "The difficulty a viewer faces in interpreting Orson Welles's The Lady from Shanghai may be the first sign of its complexity. As in Touch of Evil [1958] ten years later, the film spins such intricate webs in terms of plot that several viewings are needed for anyone to find its crucial junctures and crossovers...The film uses a high contrast of black and white, essaying compositional angles that are more zany and unpredictable than those of Citizen Kane...Its genre is its own, and the film must be viewed independently of the models of editing one remembers from The Magnificent Ambersons and Citizen Kane." - Tom Conley, The International Dictionary of Films and Filmmakers. "Absurd, unintelligible, plainly much of it cut and rearranged, this thriller was obviously left too much in Welles's hands and then just as unfairly taken out of them; but whole sequences of sheer brilliance remain, notably the final shoot-out in the hall of mirrors." - Halliwell's Film & Video Guide. "Script is wordy and full of holes which need the plug of taut story telling and more forthright action. Rambling style used by Orson Welles has occasional flashes of imagination, particularly in the tricky backgrounds he uses to unfold the yarn, but effects, while good on their own, are distracting to the murder plot." - Variety Movie Guide. "In some respects, the loss of control lets Welles off the hook, making it easy to credit him with Shanghai's virtues and forgive him its faults. But its virtues - acidic, politically relevant dialogue and daring camerawork, in particular - are unmistakably his. Stop-start pacing, intrusive music, and an overly explanatory voiceover delivered by Welles in an Irish accent that sounds far less convincing than the one used in the film all prove distractions, but they're ignorable." - Keith Phipps, The Onion A.V. Club Compiled by Rob Nixon & Jeff Stafford

Irish sailor Michael O'Hara saves a beautiful woman from a robbery in Central Park; she turns out to be Elsa Bannister, wife of the famed defense lawyer Arthur Bannister. Bannister offers Michael a job on his yacht, which is sailing from New York to San Francisco. During the voyage Michael finds himself attracted to Elsa; at the same time, he becomes enmeshed in a Byzantine web of intrigue between Elsa, Arthur, and Arthur's partner Grisby. During a stop in Acapulco, Grisby asks Michael to pretend to murder him once they reach San Francisco so that he can collect his share of the insurance and run away to create a new life for himself. Michael agrees, only to discover that he has been framed for a real murder; the only way out now is to allow none other than Arthur Bannister himself to defend his case in court. According to Orson Welles, the idea for The Lady from Shanghai (1948) came purely by accident: "I was working on Around the World in 80 Days [a stage musical of the Jules Verne novel, produced by Michael Todd] and we found ourselves in Boston on the day of the premiere, unable to get the costumes from the station because $50,000 was due and our producer, Mr. Todd, had gone broke. Without that money we couldn't open. I called Harry Cohn [head of Columbia Studios] in Hollywood and I said, 'I have a great story for you if you could send me $50,000 by telegram in one hour. I'll sign a contract to make it.' 'What story?' Cohn said. I was calling from a pay phone, and next to it was a display of paperbacks and I gave him the title of one of them, Lady from Shanghai. I said, 'Buy the novel and I'll make the film.' An hour later, we got the money." The novel from which the film was adapted was in fact entitled If I Die Before I Wake; in addition to that title, other working titles for the film included Black Irish and Take This Woman. William Castle, who later found fame as the producer/director of gimmicky horror films such as House on Haunted Hill (1958), The Tingler (1959) and Thirteen Ghosts (1960), already owned the rights to the book. He consequently acted as an associate producer and may have contributed to the script. According to Welles, he originally intended to cast the actress Barbara Laage, an unknown, in the role of Elsa Bannister. However, Cohn suggested Rita Hayworth instead. Hayworth's legendary long red hair was cut short and dyed blonde for the film, much to the discomfort of Harry Cohn and the executives at Columbia Studies, who were banking on the appeal of Hayworth's star image, which had been carefully built up in films such as Gilda (1946). The film was shot on location in New York, San Francisco and Acapulco; the yacht used in the film belonged to Errol Flynn. Welles, who was officially separated from Hayworth at the time, moved back in with her during the production. However, their reconciliation was only temporary; the two divorced before the film was finally released, after a year's delay, in May of 1948. In retrospect, the film has often been interpreted as a commentary on their doomed marriage. For many years The Lady from Shanghai has had the reputation of being one of Welles' great failures. Welles spoke at length about the troubled production in an interview with Peter Bogdanovich included in the book This is Orson Welles (revised ed. 1998), essential reading for anyone interested in Welles and his work. "Friends avoided me," Welles said. "Whenever it was mentioned, people would clear their throats and change the subject very quickly out of consideration for my feelings. I only found out that it was considered a good picture when I got to Europe. The first nice thing I ever heard about it from an American was from Truman Capote. One night in Sicily, he quoted whole pages of dialogue word for word." Among the problems associated with the film were supposed production delays on Welles' part, the sort of thing for which he had already gained notoriety in Hollywood. In fact, as Peter Bogdanovich has pointed out, most of the delays were due to Rita Hayworth's illness. In addition, the assistant cameraman Donald Ray Cory died of heart failure during the Acapulco shoot. The chief cinematographer Charles Lawton, Jr. also fell ill; the great Rudolph Mate shot part of the film for him, though his credits don't appear onscreen. Welles' rough cut of the film ran approximately 155 minutes. When it tested poorly with preview audiences, the editor Viola Lawrence, at the request of the studio, cut out over an hour of footage, bringing the film to its current length of 87 minutes. The Chinese opera sequence and the funhouse sequence were originally much more elaborate set-pieces; Welles was particularly proud of the latter and has insisted that it would have been, if anything, more memorable than the climactic shootout in the hall of mirrors. Only a few stills remain to suggest what the funhouse sequence in its entirety might have looked like. However, even more than the cuts Welles objected to the musical score, which consists largely of quotations from the song "Please Don't Kiss Me" which Rita Hayworth sings on the yacht. In his memo to Harry Cohn after seeing the re-cut film, Welles wrote: "The only idea which seems to have occurred to this present composer is the rather weary one of using a popular song -- the "theme¿ -- in as many arrangements as possible. Throughout we have musical references to "Please Don't Kiss Me" for almost every bridge and also for a great deal of the background material. The tune is pleasing, it may do very well on the Hit Parade -- but Lady from Shanghai is not a musical comedy [...]" However, even in its somewhat mutilated form The Lady from Shanghai remains a well-acted and stylish example of the film noir. Hayworth, Sloane and Anders in particular stand out and the movie is distinguished by its striking deep-focus and chiaroscuro cinematography and a number of offbeat touches that only a director like Welles could have dreamed up. Director/Producer: Orson Welles Associate Producers: Richard Wilson and William Castle Screenplay: Orson Welles, based on the novel If I Die Before I Wake by Sherwood King Photography: Charles Lawton, Jr., Rudolph Mate (uncredited) Art Direction: Stephen Goosson and Sturges Carne Editor: Viola Lawrence Music: Heinz Roemheld; music and lyrics for song "Please Don't Kiss Me" by Allan Roberts and Doris Fisher Cast: Orson Welles (Michael O'Hara), Rita Hayworth (Elsa Bannister), Everett Sloane (Arthur Bannister), Glenn Anders (George Grisby), Ted de Corsia (Sidney Broome), Erskine Sanford (Judge), Gus Schilling (Goldie), Carl Frank (District Attorney), Louis Merrill (Jake), Evelyn Ellis (Bessie). BW-88m. by James Steffen