American mystery-comedy film, released in 1937. It was directed by William McGann, with a screenplay by George Bricker, based on a 1925 play called "The Gorilla" by Ralph Spence and a 1928 play of "Sh! The Octopus" by Spence, Ralph Murphy, and Donald Gallaher. The black and white cinematography (and possibly special effects) were by Arthur Todd, and Jack L. Warner himself was credited as the producer. 

The cast included Hugh Herbert as Detective Kelly, Allen Jenkins as Detective Dempsey, Marcia Ralston as Vesta Vernoff, John Eldredge as Paul Morgan, George Rosener as Captain Hook (not the "Peter Pan" character -- just a boat captain with a hook for a hand), Margaret Irving as Polly Crane, and Elspeth Dudgeon as Nanny. Lew Harvey, Frank Hagney, Ed Biby, and Jack Jorgensen are all credited as Sinister Plotters. 

The plot is pretty simple: Kelly and Dempsey are goofball police detectives whose car breaks down in the midst of a terrific thunderstorm. They meet a damsel in distress and move her into a nearby deserted lighthouse. But it isn't entirely deserted, as the place quickly fills up with shady characters -- and they all quickly realize they're being stalked by the criminal mastermind known only as... the Octopus!

This is not a great movie, but it's also much better than you might expect. The acting is fine, considering it was never intended to be high art -- I particularly enjoyed George Rosener's demented Captain Hook, who was sure to be entertaining any time he was on screen. The gags are okay, but nothing to write home about. There are numerous twists, and some of them are pretty good -- and one is unexpected and pretty great, even if it is considered a hoary cliche these days. 

The special effects are also quite nice. There's some well-done miniatures work involving an exploding building, as well as a frequently used effect with giant octopus tentacles that periodically creep out around doors and grab characters. The tentacles are probably moved with wires, but the effects aren't crudely done. 

But if you've ever heard of this movie, you probably know it for one spectacular piece of special effects near the end of the movie, where the diabolical Octopus's secret identity is revealed. Watch it here.

So in this scene, the climax of the film, the full cast is assembled in one room of the lighthouse, and one character is unexpectedly hauled away by a tentacle. Everyone is shocked and horrified -- except for Nanny, the sweet old lady who has been a minor character for much of the movie. She laughs delightedly and gloats that the deceased character "thought he could match wits with me!" "Y-You're the Octopus!" another character gasps. Nanny cackles and whips off the demure gray wig she was wearing, and at once, seamlessly, she transforms from a kindly grandmother into a monstrous hag, her hair black and greasy, her skin aged, mottled, warty, and her teeth snaggled. Even her eyes seem to change color. How was this amazing effect achieved, in a black-and-white film, long before the modern age of computer-generated effects?

Even though this was a monochrome film, the trick relies on color to work. Nanny's hag-like appearance was painted onto actress Elspeth Dudgeon's face with red-colored makeup. (Or possibly blue -- red and blue filters were commonly used in film) A red filter was placed over the lens of the camera so the red makeup would be invisible on film. When the colored filter is shifted over to the blue coloration, the red makeup suddenly becomes visible. And Dudgeon's movement as she removes her wig helps mask the movement of the filters, making the transformation appear shockingly smooth to audiences. The shift in the colored filters may have made Dudgeon's eyes appear to change color; it's also possible she had blue eyes, and her makeup was applied in blue colors, with the shift from blue to red filters making her eye color look brighter. 

Dudgeon's appearance in the scenes after her transformation were less lurid and grotesque, so the rest of the film may have been shot without the colored filters, probably to make sure the other characters' costumes and appearances weren't altered. 

This kind of special effect wasn't particularly new or innovative -- the colored makeup/colored filter trick had been used in films prior to this one, most notably in the 1931 edition of "Dr. Jekyll and Mr. Hyde" starring Fredric March

"Sh! The Octopus" isn't currently available to watch on any streaming service, but it can be watched on YouTube. It's just 54 minutes long. I don't think we can call it a classic, but if you'd like to watch a short and all-around pretty good movie with some dazzling special effects, this is one you may enjoy. 

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