The Lady From Shanghai (1948) is an imaginative, complicated, unsettling film noir who-dun-it thriller, with fascinating visuals and tilting compositions, luminous and brilliant camerawork (by Charles Lawton, Jr.), and numerous sub-plots and confounding plot twists. Although the tale of betrayal, lust, greed and murder was filmed in late 1946 and finished in early 1947, it wasn't released until late in 1948 - it failed both at the box-office and as a critical success (there were no Academy Award nominations).

The film, originally titled Take This Woman and then Black Irish, was made when major stars Orson Welles and Rita Hayworth (in her last film under contract to Columbia Pictures) were still married although estranged and drifting apart. [Note: Their divorce decree was issued in November, 1947, thereby making the film itself and their characterizations a visualization of their own personal breakup]. Believing that Hayworth's sexy screen image (after her success in Gilda (1946)) was tarnished forever with her role in the film as a wicked and evil temptress, studio chief Harry Cohn was also incensed to find that his reigning, top box-office star's magnificent auburn hair was bobbed, waved and bleached blonde for the film.

Orson Welles served as director, producer, screenplay writer, and actor, basing his screenplay upon Sherwood King's 1938 novel If I Die Before I Wake. The film was shot on locations including Acapulco and San Francisco (such as the Sausalito waterfront and the Valhalla Bar and Cafe, Chinatown, the Steinhart Aquarium in Golden Gate Park, and Whitney's Playland amusement park at the beach), and on Columbia studios sets, and features numerous classic set-pieces including: the aquarium scene, and the funhouse and Hall of Mirrors climax. [Note: The numerous close-ups of Rita Hayworth in the film were later added by Welles in Hollywood upon orders of the studio, to lend strength to her 'star' power.]

Ultimately, the film's length was severely cut down by one hour, creating an almost incomprehensible, discontinuous, cryptic patchwork from numerous retakes and substantial edits. This was Welles' last Hollywood film until the making of Touch of Evil (1958) ten years later.

After the film's credits play above waves of water, the film opens with narration by out-of-work, gullible, wandering Irish seaman Michael O'Hara (Orson Welles), the film's naive, soft-hearted innocent who presents his thoughts as commentary in voice-overs. The Irishman hero/vagabond, strolling in the streets of New York City, tells the audience in his first line (with a wry, brogue accent), a flashback, that he has made a stupid fool of himself:

When I start out to make a fool of myself, there's very little can stop me. If I'd known where it would end, I'd never let anything start, if I'd been in my right mind, that is. But once I'd seen her, once I'd seen her, I was not in my right mind for quite some time...me, with plenty of time and nothing to do but get myself in trouble. Some people can smell danger, not me.

The camera zooms in on the seductive, mysterious, and beautiful femme fatale: short, blond-haired Elsa Bannister (Rita Hayworth) wearing a polka-dotted white dress, "a beautiful girl all by herself." She sits under the black hood of a horse-drawn carriage with cab driver (Harry Shannon) on its way to New York's Central Park. O'Hara offers her his last cigarette and fancifully calls her Rosalie. Although she doesn't smoke, she doesn't want to offend or disappoint him, so she accepts the cigarette anyway, wraps it in a handkerchief, and puts it in her purse. In voice-over, O'Hara admits that he became empty-headed and unthinking after meeting her:

That's how I found her, and from that moment on, I did not use my head very much, except to be thinking of her.

A few moments later, he discovers her discarded handkerchief (and cigarette) and her purse - thrown down. He hears her screams of help as she is being assaulted by a couple of 'unprofessional' thugs and pulled into nearby shrubbery. Although not a typical hero, he heroically saves the distressed stranger's life, and then drives her (he rides on the top of the carriage) to her car in a parking garage. On the way, he learns about her past and why she is called the 'lady from Shanghai.' Speaking partly in the third-person, she tells him about her seedy past - she is a White Russian that she was born in Chifu, on the China coast, where she probably lived a compromised, naughty life as a high-class prostitute:

Elsa: Her parents were Russian, white Russian. You never heard of the place where she comes from...Gamble? She's done it for a living.
Michael: I'll bet you a dollar I've been to the place where you were born.
Elsa: Chifu.
Michael: It's on the China coast. Chifu. It's the second wickedest city in the world.
Elsa: What's the first?
Michael: Macao. Wouldn't you say so?
Elsa: I would. I worked there...How do you rate Shanghai? I worked there too...You need more than luck in Shanghai.

He becomes more attracted to her during their brief, flirtatious conversation. When they desert the cab and he walks with her into the parking garage, he explains his distaste for cops (and lawyers), and remarks about his wandering travels: "They never put me in jail, in America. You know, the nicest jails are in Australia. The worst are in Spain...I killed a man." His revelation that he killed a man, as an anti-Fascist in the Spanish Civil War, seals his ultimate fate. His conscience still bothers him after having committed the wartime murder. With a good trial lawyer, Michael believes that a man can easily escape going to jail for murder:

Michael: There's a man killed his wife in Frisco last week. She had gone to the icebox for a bit of supper. He thought she was a burglar, he said. He shot her five times in the head.
Elsa: He had a good lawyer.
Michael: I saw his picture in the newspaper. Bainbridge or something.
Elsa: Bannister.
Michael: Yeah, Arthur Bannister. It said he's the world's greatest criminal lawyer, in fact, the world's greatest criminal.
Elsa: Some people think he is.

To his surprise, she offers the between-jobs sailor, as a form of repayment, a job as a crew member on her sailing vessel to the West Coast that leaves the next day. She entices him: "Would you like to work for me? I'd like it." When he rips up her card, she purrs seductively: "I'll make it worth your while." He hands her back the pearl-handled gun that he found in her purse during the attack, and questions why she didn't use it on her attackers:

Michael: You were smart to carry a gun, traveling alone in the park, but if you knew you had the gun in your bag, why throw away the bag?
Elsa: (innocently) Why, I meant for you to find it? I-I don't know how to shoot.
Michael: It's easy. You just pull the trigger.

As she pulls away in her expensive convertible, two other characters that have been shadowing her are briefly introduced: a Mr. Broome and Mr. Grisby. Michael is shocked that the garage attendant identifies the lady as the wife of the high-priced, celebrated San Francisco lawyer Arthur Bannister: "Gee, some guys have all the luck." In voice-over, Michael muses, mischievously:

Personally, I don't like a girlfriend to have a husband. If she'll fool her husband, I figure she'll fool me...The boob that I am, I thought I could escape her.

Elsa's crippled [physically impotent from the waist down] husband - famous, wealthy trial lawyer Arthur Bannister (Everett Sloane) with protuberant eyes, explicitly seeks out O'Hara the next day in the seaman's hiring hall. [O'Hara is briefly seen typing on a typewriter, but no further elucidation why, although there is a later reference by Bannister stating that O'Hara is writing a novel.] Sent there on a mission by his wife, his entrance is cruelly prefaced by a view of his double-set of knotted canes that serve as warped extensions of his inoperative legs. He comes upon sailors drinking beer, playing with a monkey, and generally milling about. After inquiring, he is told that Michael O'Hara's nickname is "Black Irish after what he did to them Finks back in '39," and he has a violent temper when angered ("he knows how to hurt a man when he gets mad"). [Later, Michael violently beats up guards in a judge's chambers to prove the point.] The famed lawyer Bannister ("he'll get you out of anything") offers to hire the unemployed, "able-bodied" sailor as a deckhand on his cruise yacht bound on a pleasure cruise for the West Coast and San Francisco (via the Panama Canal and Mexico).

Bannister takes Michael and two other sweaty, robust sailors to the nearest bar for a few drinks: a dim-witted sailor named Goldie (Gus Schilling), who fills the jukebox with coins to hear "number four," and an old war buddy of O'Hara's named Jake (Lou Merrill). The lawyer praises Michael for being heroic and saving his wife's life: "Mike's quite a hero - quite a tough guy." Jake knowingly states that there is really "no such thing" as a pure "tough guy" without "an edge":

What's a tough guy?...A guy with an edge...A gun or a knife, a nightstick, or a razor, somethin' the other guy ain't got. Yeah, a little extra reach on a punch, a set of brass knuckles, a stripe on the sleeve, a badge that says cop on it, a rock in your hand, or a bankroll in your pocket. That's an edge, brother. Without an edge, there ain't no tough guy.

[The implication is that Bannister's wealth ("bankroll in (his) pocket") provides him with most of his edge, something that Michael will soon find out.] Bannister becomes soused in the bar and Michael, in voice-over, rationalizes taking the sailing job and becoming embroiled with the sinister, wealthy, "tough-guy" Bannisters:

Naturally, someone had to take Mr. Bannister home. I told myself I couldn't leave a helpless man lying unconscious in a saloon. Well, it was me that was unconscious. And he was exactly as helpless as a sleeping rattlesnake.

Michael's arrival at the yacht is introduced by the yapping of Elsa's pet dachshund, and a view of a glum-faced Elsa dressed as a calendar-girl - she wears a yachtman's suit and cap with white shorts. The drunken Bannister is aided onto the yacht by some of the crew, as Elsa looks deeply into Michael's eyes:

Elsa: I wasn't sure you'd come.
Michael: I'm not staying.
Elsa (with a pained look): (begging) You've got to stay.

On second thought, after being asked by the Bannister's servant-maid Bessie (Evelyn Ellis) to remain and help the vulnerable "child" or damsel in distress ("She needs you bad, you stay"), Michael agrees to work on board and accepts a job along with Goldie. [The Bannister's yacht, named Circe in the film, was a boat named Zaca that was owned by skipper Errol Flynn - the famed actor appears in the background of a scene outside a Mexican cantina.]

During the sailing voyage, Michael sees himself as a self-deceiving "prize fathead" that is "chasing a married woman but that's not the way I want you to look at it." After some weeks in the West Indies, when Elsa begins flirting with Michael - he is "gettin' into more trouble." Her reflection is viewed in the single lens of a telescope as she swan-dives from a rock cliff into the ocean. The lecherous, weird and sweaty George Grisby (Glenn Anders), Bannister's business partner who has just joined the group (and is usually photographed in repulsive or distorted giant closeups to reflect the irrational way he views things), leers lasciviously and voyeuristically at her from an off-shore motorboat before boarding the Circe. As Elsa perches and poses on the rock cliffs within view and suns herself (in an incredible depth-of-field shot), becoming a siren herself, the creepy Grisby morbidly inquires about O'Hara's background. Grinning, Grisby asks about his killing of a Franco spy in Spain in 1939, and then makes a bizarre proposal to the Black Irishman regarding murder:

Mr. Bannister tells me you once killed a man. You are Michael, aren't you?...I'm very interested in murders. Forgive me if I seem inquisitive, but where'd it happen?...How'd you do it? No, let me guess. You did it with your hands, didn't you? Does it ever bother you when you think about it? What did he do to you?...You just killed him for the fun of it, eh?...Then it wasn't murder, I suppose. Tell me, would you do it again? Would you mind killing another man?...Would you kill me if I gave you the chance? I may give you the chance.

Their conversation is interrupted by Elsa's calling for Michael. Grisby remarks suggestively as he looks at Elsa diving into the water and swimming towards them: "I wish she'd asked me to go swimming. She'll ask you, you wait and see." With teasing sexual lines and other innuendoes, the physically-attractive, black swim-suited Elsa baits Michael and plays games with him - with a smoky voice. Hinting that she loathes her asexual husband and is sexually neglected by him, she comes onto the perplexed sailor, and then helplessly pleads for his protection:

Elsa: Will you help me? Give me a cigarette? I'm learning to smoke now. Ever since that night in the park, I've been getting the habit.
Michael: Do all rich women play games like this?
Elsa: (she draws near to kiss him) Call me Rosalie. (He slaps her. She sticks the cigarette between her trembling lips and lights it. She draws a puff.) I didn't think you would do that.
Michael: I didn't either.
Elsa: You're scared, aren't you? You're scared. I'm scared too.
Michael: You think you're needing me to help you. You're not that kind. If you need anything, you help yourself.
Elsa: I'm not what you think I am. I just try to be like that.
Michael: Keep on trying. You might make it.
Elsa: Oh, Michael, what are we scared of?

When they fall into each other's embracing arms and kiss passionately, they are witnessed by Grisby who calls out to them as he speeds off in his boat: "So long, kiddies!...Bye, bye."

Elsa: Now he knows about us.
Michael: I wish I did.

On board the yacht one evening, Elsa, in a frigid pose (in an overhead view), lies flat on her back on a cushion spread out on the deck. The wealthy Bannister and Michael talk about the latter's desire to quit his job and his disinterest in making money. Bannister argues, conversely, that money for countless operations has saved him from a lifetime of crippling paralysis:

Bannister: Are you independently wealthy?
O'Hara: I'm independent.
Bannister: Of money. Before you start that novel Elsa says you're going to write, you'd better learn something. You've been traveling around the world too much to find out anything about it....
O'Hara: I've always found it very sanitary to be broke.
Bannister: ...Money cannot bring you health and happiness, etc. Is that it? Without money, I'd be flat on my back in the ward of a county hospital...Each man has his own idea of happiness, of course, but money is what all of us have in common...You call yourself independent. Come around and see me five years from now.

As Michael goes below deck and finds a restless group of servants there, Elsa's haunting singing of a torch song Please Don't Kiss Me ("Please don't love me, but if you love me, then don't take your lips or your arms or your love away") follows after him to mesmerize him. [The song was an effort to reprise Hayworth's sultry singing of Put the Blame on Mame in Gilda (1946)]. The hallucinatory nature of the film is confirmed by O'Hara - he asks himself whether he is insane or whether the other characters are crazy:

Talk of money and murder. I must be insane, or else all these people are lunatics.

On another sunny day, both Michael and Elsa (wearing her black two-piece swimsuit and yachtman's cap) listen on the radio to an awful hair-oil commercial with a Latin American beat:

(sung) Glosso-Lusto in your hair
Keeps it Glosso-Lusto bright,
G-L-O-double S-O
L-U-S-T-O is right!
Glosso-Lusto. (A wolf whistle)
(spoken) So, remember ladies, use Glosso-Lusto, pleases your hair, pleases the man you love.

The song prompts Michael to ask Elsa about her feelings about love, as he steers the yacht through the tropical ocean. She quotes from The Wisdom of China, by Lin Yutang, as the wind blows through her blonde hair:

Michael: Love. Do you believe in love at all, Mrs. Bannister?
Elsa: (She takes the wheel.)...I was taught to think about love in Chinese.
Michael: The way a Frenchman thinks about laughter in French?
Elsa: The Chinese say, it is difficult for love to last long. Therefore, one who loves passionately is cured of love, in the end.
Michael: Sure, that's a hard way of thinking.
Elsa: There's more to the proverb: Human nature is eternal. Therefore, one who follows his nature keeps his original nature, in the end.

Elsa's husband appears on the left side of the frame, again obnoxiously calling her: "Lover!" as dark shadows fall over the pair. Michael remarks: "I never make up my mind about anything at all until it's over and done with."