top of page

She’s nothin’ but trouble – “The Lady from Shanghai”

Updated: Jan 31, 2023


Writer/director/actor Orson Welles and his wife actress Rita Hayworth, play a forbidden couple Michael O’Hara and Elsa Bannister in the film noir classic “The Lady from Shanghai.” The couple’s marriage was on the rocks during the production and she filed for divorce in 1948.

(Click an image to scroll the larger versions)


Blu-ray; 1947; unrated

Best extra: Commentary by film historian Imogen Sara Smith

ORSON WELLES’ “The Lady from Shanghai” is, in some ways, a challenging film, even for seasoned admirers of the legendary artist known for (“Citizen Kane,” “Touch of Evil”).

If viewers can put aside the on-again/off-again caricature of an Irish brogue used by Welles in the movie, there are also a great deal of baffling cuts and visual inconsistencies to contend with. The latter may explain why Welles refused to have his name listed as director in the credits, which becomes clear when you watch the extras. In fact, had I known the background of the making and post-production of “Lady from Shanghai” before seeing it, I’d probably have appreciated it a lot more.

The convoluted film noir begins with Michael O’Hara’s (Welles) voiceover, describing how he came to meet the stunning Elsa Bannister (Rita Hayworth) in Central Park one night. He soon has occasion to protect her from a few thugs, which seems to increase her interest in the boyish-looking young Irishman. O’Hara is equally attracted, but Elsa is married. When she and her wealthy, disabled lawyer husband Arthur (Everett Sloane) find out O’Hara has a sailing background, they offer him a job crewing on his yacht.

The flat broke O’Hara reluctantly accepts. On the cruise, O’Hara meets George Grisby (Glenn Anders) Bannister’s maniacally creepy partner, who proposes an implausible crackpot plan. If it succeeds, Grisby assures O’Hara, it would make him a rich man who could afford to take Elsa away from her loveless marriage and maintain her in the luxury she’s used to. Naturally, everybody except poor gullible O’Hara, is out for themselves and capable of going to any extreme to get what they want.

(1) After numerous screenings and cuts “The Lady From Shanghai” finally hits theatres in May 1948. (2&3) Michael O’Hara (Welles) meets Elsa Bannister (Hayworth) in Central Park. (4) O’Hara is surrounded by some interesting characters he’ll encounter through the coming days. (5) Elsa’s husband attorney Arthur Bannister (Everett Sloane) searches for O’Hara at the New York sailors hiring hall to offer him a job on his 118-foot yacht.


Kino Lorber uses Sony’s 2012 restoration sourced from a 4K wet-gate scan of the original black and white 35mm nitrate negative. It took two years to fix 10 “catastrophic” tears, missing frames and an endless amount of scratches, while also toning down overly bright background process shots that didn’t match. The final results are top-notch – just as expected from Sony, considered Hollywood’s best restoration team. The film grain is intact and balanced with the right grain texture, while the clarity of on-location wide shots in Mexico and San Francisco to close-ups of Hayworth is striking. The grayscale from highlights to shadows is well-adjusted showing plenty of detail.

This new Blu-ray matches the video on the 2017 U.K. Indicator version, also sourced from the same 4K master.


The original mono soundtrack was also restored at the same time, removing pops, hiss, and excess noise, and mastered onto a 24-bit 2.0 DTS-HD track. Everything is front-center as expected with understandable dialogue, a music score from Heinz Roemheld, and the theme song “Please Don’t Kiss Me” which Hayworth performs, but is dubbed by Anita Ellis.

(1) O’Hara accepts the job and boards the “Circe” yacht and sees Elsa. (2) Elsa swims from the yacht to a rocky shoreline. (3&4) O’Hara meets George Grisby (Glenn Anders) Bannister’s maniacally creepy partner.


The bonus features on this single disc are generous and, as noted above, very informative. They include worthwhile commentaries by film historian Imogen Sara Smith, writer/critic Tom Lucas, and director/film historian Peter Bogdanovich (who interviewed Welles over the years and does a very good vocal impression of the filmmaker); a 2000 interview with Bogdanovich; and another with film noir historian Eddie Muller.

Smith’s commentary is especially rich and scholarly, with plenty of fun trivia. She compares “Lady from Shanghai” with a “dream during a high fever,” and notes the film’s “weirdness,” which she partly attributes to Welles’ original version (which ran more than two hours) being “mangled by the studio.” The released version was cut down to 88 minutes. “Watching this is like looking at ruins and trying to imagine what it was meant to look like,” Smith says.

Welles originally wanted to cast a relatively unknown French actress as Elsa in the film, which was based on the 1938 pulp novel, “If I Die Before I Wake.” But Columbia’s studio tycoon Harry Cohn insisted upon Hayworth, Hollywood’s biggest star at the time, and under contract to the studio. Plus, she had been the American GI’s No. 1 pin-up during World War II. And we can’t forget, she also happened to be married to Welles, although the two had been separated for a while by then. Smith says that Hayworth was hoping for a reconciliation and therefore eager to work with her husband.

(1) Arthur Bannister calls his wife “Lover” and quizzes her about O’Hara wanting to quit. (2&3) Elsa sings “Please Don’t Kiss Me” as a crewmember plays the guitarrón mexicano. (4) Arthur continues to question Elsa about O’Hara and Grisby says he believes Michael has fallen for her. (5) Sidney Broome (Ted de Corsia) tells Michael Mr. Bannister wants to see him. (6) The next night, Michael and Elsa are spotted holding each other.

Smith notes Welles’ left-wing political slant, apparent in the scene in which O’Hara talks about having fought in the Spanish Civil War with the international Lincoln Brigade, against Franco’s fascists. The theme of “Lady from Shanghai,” Smith says, is “the inequality of power.” She notes the placement of various symbols in the film, such as the name of the yacht – “Circe” – the mythological sorceress who turned men into beasts. The yacht used in the film belonged to Errol Flynn. Smith says the often-drunk actor, who was present in the sailing scenes, caused problems.

Smith discusses Welles’ desire to “mock Hollywood conventions,” and to make a film as different from Hayworth’s big hit “Gilda” as possible, which explains Hayworth’s cropped platinum blonde hair, among other things.

To help his actors and crew prepare for a nightmarish, expressionistic scene that takes place in an abandoned amusement park funhouse, Welles had them all watch the German silent classic “The Cabinet of Dr. Caligari.” Welles, a talented artist, painted the sets for that scene’s interior shots himself, while the old amusement park exteriors were filmed on location in San Francisco.

Smith calls the film a “dry run for ‘Touch of Evil,’” one of Welles’ most lauded movies. Columbia studio editor, Viola Lawrence, is blamed for making the film seem disjointed and, ultimately, difficult for audiences to understand. Another letdown for Welles was the film’s score, says Smith. He preferred “complex, contrapuntal sounds” and diegetic music and sound effects. It’s no surprise that he hated the use of the rather insipid theme song that Hayworth sings, and which is used in the score throughout the film. Cohn thought that since the actress sang a song in “Gilda,” having her do so in “Shanghai” would guarantee success. Nope. The film not only flopped at the box office, but Welles and Hayworth were divorced before it was released.

“The Lady from Shanghai” was added to the National Film Registry list for 2018, which included American classics “Jurassic Park,” “Rebecca,” “Pickup on South Street,” “The Shining,” and 20 more.

— Peggy Earle and Bill Kelley III, High-Def Watch producer

San Francisco: The Plot Thickens

(1) Michael and Elsa meet secretly after the yacht returns to San Francisco. (2&3)

Grisby explains his crackpot scheme to Michael. (4) Michael and Elsa share a romantic conversation in an aquarium. (5) Grisby eggs Michael on to follow the so-called plan. (6) The wounded Broome tells Michael he’s been framed.


The Trial & Escape

(1) Elsa visits Michael in jail, after hes charged with murder. (2&3) Kafka-esque murder trial begins as Elsa watches. (4) Michael escapes into Chinatown. (5&6) He hides in a theater, where an opera is being performed. (7&8) Elsa soon follows Michael to an abandoned amusement parks funhouse. (9) Showdown in the Hall of Mirrors between Elsa and her husband.

1 Comment

Kevin K
Kevin K
Jan 30, 2023

This is might not be Welles's best movie, but it's the one I enjoy coming back to the most. Despite over 30 minutes being cut from it, I've never had a problem following the story. And the supporting actors are terrific.

bottom of page