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Film / Shanghai Express

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"It took more than one man to change my name to Shanghai Lily."

Shanghai Express is a 1932 film directed by Josef von Sternberg, starring Marlene Dietrich, Clive Brook, Warner Oland, and Anna May Wong.

It's 1931 and China is torn by civil war. A motley group is boarding the express train from Beijing to Shanghai: "Shanghai Lily" (Dietrich), a high-class Caucasian prostitute; Hui Fei (Wong), a high-class Chinese prostitute; Capt. Donald "Doc" Harvey (Brook), who is urgently needed in Shanghai to perform an operation; Henry Chang (Oland), who is keeping a secret; and other passengers that include a German opium dealer and a fussy Englishwoman with a dog.

Some of the passengers disapprove of two hookers riding along in the first class car. However, one of them knows Lily: Donald, who calls her "Madeline", and was her lover before they broke up and she turned to prostitution. Donald is appalled to learn of what Madeline's been doing the last five years, but that and all other petty concerns are set aside when the train is waylaid by rebel bandits. It turns out that Chang is actually the rebel leader, and has had the train seized in order to take hostages.

The fourth of seven film collaborations between Dietrich and von Sternberg, and a big hit in 1932.

Unrelated to Millionaires' Express, an 80s kung-fu film which is sometimes called Shanghai Express in international releases.


  • Affectionate Nickname: Lily calls Donald 'Doc'.
  • All There in the Manual: An Anna May Wong biography states that Hui Fei is travelling to Shanghai to be married, where she will become respectable.
  • Amazon Chaser: After Lily shows some fire, Chang has this to say.
    "You only had my interest before, now you have my admiration."
  • Ambiguously Brown: Ambiguously yellow. "You look more like a white man to me", says Salt to Chang. This film at least gives a Hand Wave to Warner Oland playing a Chinese person by explaining that he is half white.
  • Anguished Declaration of Love: Chang correctly guesses that Shanghai Lily is deeply in love with Donald, and she responds.
    "If you must know, I love him. I love him madly. He means everything in the world to me. Please let him go."
  • Asian Hooker Stereotype: Hui Fei is a very early subversion. She's introduced as a prostitute but appears to be expensive, as well as being very intelligent and bilingual (speaking perfect English).
  • Bilingual Dialogue: Happens in a scene between Hui Fei and Chang, presumably because Warner Oland wasn't really Chinese.
  • Book Ends: Shanghai Lily both begins and ends the film wearing the same elaborate black outfit.
  • Brick Joke:
    • Donald keeps a watch with Lily's picture in it. After Chang's death, he loses it and says he doesn't need it anymore. After they reach Shanghai, Lily buys him a new one.
    • An early scene between Chang and Sam Salt has the former admiring the latter's jewels. When they're taken hostage, Sam is sure that Chang will want his jewels - and then reveals the ones he wears are fake and he keeps the real ones in a safe.
  • Canine Companion: Mrs. Haggerty has her dog Waffles, and is devastated when he has to travel in a different compartment to her.
  • Casual Danger Dialogue: Sam Salt spends the majority of the hostage situation trying to get others to place bets on whether they'll survive.
  • Chekhov's Gag: Chang jokes that there's a big reward if he's brought in. After Hui Fei kills him, the other characters joke that she's earned herself a big cash sum from the government.
  • Chekhov's Gun: After being raped by Chang, Hui Fei is shown examining a dagger she keeps in her luggage. She uses this dagger to stab him to death.
  • Chekhov's Skill: Lily is shown speaking French casually a few times on the train. She's later called on to act as an interpreter for a French passenger who can't speak English.
  • Chiaroscuro: A hallmark of von Sternberg films, and seen often in this one, like the moodily-lit shadowy scene in which Hui Fei kills Chang.
  • Compressed Hair: Hui Fei keeps hers tied up in a tight bun, but it's revealed to go all the way down to her waist.
  • Dissonant Serenity: Hui Fei reveals that she's killed Chang in rather casual tones.
  • Dodgy Toupee: Female example. Mrs. Haggarty is seen adjusting her hair and it moves in a way that suggests it's a wig. She's seen with her hair in a simple plait in bed, so it could be a hairpiece.
  • Driving a Desk: Several times for shots of the countryside passing by the train windows.
  • Eye Scream: Chang threatens to do this to Donald.
  • Fallen-on-Hard-Times Job: It's implied Madeleine turned to prostitution to prostitution after Donald left her. But since she's an extremely glamorous High-Class Call Girl (see below), it seems the 'hard times' part ended a while ago.
  • Femme Fatale: Inverted. Lily has all the appearances and behavior of such a female, but she's the protagonist and fills The Face role more than anything else. Hui Fei would be the femme fatale, although she is entirely heroic too.
  • Five-Token Band: Downplayed, but there is a cast full of different nationalities - German (Madeleine/Shanghai Lily, Eric Baum), English (Donald, Dr Carmichael), American (Sam Salt, Mrs Haggerty), French (Major Lenard), Chinese (Hui Fei) and Eurasian (Chang).
  • Fluffy Fashion Feathers: Lily wears an elaborate black feather dress. Marlene Dietrich's daughter claims that they searched the entire Paramount costume department to find the most dramatic thing possible.
  • Foreshadowing:
    • When Chang's true identity is revealed, Hui Fei notes that "it will be a great day for China" when someone takes him out. She kills him herself and collects a hefty reward for it.
    • One night on the train, Chang goes into Hui Fei's compartment and tries to hit on her, lewdly saying "it's a long journey". She throws him out, but he ends up raping her later.
    • And when Chang interviews each of the passengers on whether they have wealthy or influential friends, Hui Fei is the only one not to be brought up. He has her brought up later.
  • Funny Foreigner: The film's set in China so really most of them are foreigners, but there's a Running Gag with a French officer who keeps chatting away in his native tongue, much to the annoyance of Sam Salt.
  • Good Bad Girl: As with most characters played by Marlene Dietrich, Shanghai Lily is this. In fact Dr. Carmaichel learns the Aesop that prostitutes can have souls too.
    "Don't you find respectable people terribly...dull?"
  • Gossipy Hens: Mrs. Haggarty is one, and she's trying to find other people to gossip with.
  • The Hecate Sisters: Hui Fei is the Maiden as the youngest (Anna May Wong was the youngest of the three actresses) and is referred to as a girl by everyone else. Shanghai Lily is the Matron, having had time to become more eccentric by her profession. Mrs. Haggarty of course is the Crone.
  • Heel–Face Turn: Dr Carmichael realises he was wrong about Lily when he sees her praying for Donald and Hui Fei. He later guesses she had nuanced reasons for planning to leave with Chang, and chews Donald out for looking down on her after he discovers the truth.
  • Hidden Depths:
    • Lily turns out to be fluent in French as well, acting as an interpreter for their French passenger. She's also quite willing to pray for the safety of her fellow passengers. Donald realizing this is key for his Character Development.
    • Hui Fei is shown to be bilingual as well, able to translate for the others whenever any of the Chinese revolutionaries address them. And while appearing composed and stoic, she also carries a dagger in her bag.
    • Dr Carmichael seems like The Fundamentalist - throwing a fit when he's expected to share a compartment with Hui Fei, and trying to get her and Shanghai Lily thrown off the train. But it's him who notices the latter praying for the safety of her companions, and appeals to Donald to patch things up with her.
  • High-Class Call Girl: It's pretty obvious that both Lily and Hui Fei are expensive. They're traveling first class, they're dressed ornately, and Lily is pretty confident that she can earn enough in Shanghai to liberate Donald.
  • Hooker with a Heart of Gold: Lily is a "coaster", a "woman who lives by her wits". That is, a hooker. It turns out that five years ago, she pulled some kind of stunt to make Donald jealous, he took it too seriously and dumped her, and she had to turn to prostitution to survive. She still loves him, and she saves him from being blinded by Chang.
  • Important Haircut: Lily alludes to this, saying the one thing she'd have never done if Donald hadn't left her...
    "I never would have bobbed my hair."
  • In the Back: A vengeful Hui Fei stabs Chang in the back twice.
  • Irony:
    • A letter comes for Lily. Donald assumes it's from a lover but then chooses to give her the benefit of the doubt. She shows him the letter, and it is. She then lampshades it.
    "When I needed your faith, you withheld it; and now, when I don't need it, and don't deserve it, you give it to me."
    • Dr Carmichael wants to order Shanghai Lily and Hui Fei off the train when he discovers what they do for a living, and judges them as having "rotten" souls. Yet later in the film it's he who realises Lily's Hidden Depths and facilitates her and Donald reconciling. Donald naturally lampshades this.
  • It's Personal: Chang intends to blind Donald, despite him being a decorated British officer with friends who'd be able to return the favour considerably. All because he punched him when he tried to proposition Shanghai Lily.
  • Jerkass Has a Point: Donald had a right to be annoyed for Madeleine playing a manipulative trick on him to 'test' his fidelity rather than just trusting him. Likewise, later in the film, from his perspective it seems like she readily switched sides to become Chang's mistress - even after he tortured Baum and had several innocent people executed.
  • Light Feminine and Dark Feminine: Shanghai Lily is the more upbeat and optimistic of the two women, making her Light Feminine. Hui Fei is silent and calculating, making her the Dark Feminine.
  • Like Goes with Like: A particularly dark example. The half-Chinese Chang rapes the also Chinese Hui Fei. He plans to make the white Lily his sex slave but doesn't get around to it.
  • Meaningful Rename: Madeleine naturally renamed herself to Shanghai Lily when she became a prostitute.
    "It took more than one man to change my name to Shanghai Lily."
  • Moral Guardians:
    • Mr. Carmichael, a doctor of divinity, is shocked and outraged to find out that two prostitutes have a cabin in the first class train car. Interestingly, he later realizes that Lily is a good person, and defends her when the rest of the passengers turn against her.
    • Mrs Haggarty likewise owns a boarding house only for respectable people. She is horrified when she discovers what Lily and Hui Fei do for a living.
  • My Girl Is Not a Slut: Donald, who is kind of a douchecanoe, feels strongly about this. In the backstory he dumped her because he thought she cheated on him, he is disgusted when he finds out she's been a prostitute, and he gets very angry when he hears about her offer to Chang, not being smart enough to figure out she did it to save him.
  • Nice Job Breaking It, Hero: Donald hits Chang just for making a pass at Lily. This results in Hui Fei getting raped, Chang threatening to blind Donald and Lily having to offer to become his mistress to save him.
  • Only Known by Their Nickname: Marlene Dietrich's character is known as Shanghai Lily. Donald is the only one to call her Madeleine (as he knew her before she became a prostitute).
  • Pretty in Mink: Lily wears a splendid fur coat for a scene with Donald on the train.
  • The Quiet One: Hui Fei doesn't say a lot.
  • Rape and Revenge: After Chang rapes her, Hui Fei later sneaks back into his room and knifes him to death. Not only does she get her revenge, she gets a fat cash reward from the government.
    "Death cancelled his debt to me."
  • Rape Discretion Shot: Chang has Hui Fei dragged into his office, he grabs her by the hand, and the film cuts away.
  • Reality Has No Subtitles: None for the Cantonese dialogue, even in subs where the French is transliterated.
  • Sex for Services: When she finds out that Chang is going to put out Donald's eyes, Lily tries to bribe him, but he isn't interested. Then she offers to be his concubine for a while if he'll release Donald unharmed. This works.
  • Skewed Priorities: When the train first gets raided, Dr. Carmichel is more concerned with finishing his dinner.
  • Smoking Is Glamorous: Shanghai Lily's glamour is emphasised when she smokes. Hui Fei as well.
  • Stiff Upper Lip: Despite the heartbreak he's suffered, Donald remains as composed and dignified as ever.
  • The Stoic: Hui Fei wouldn't quite qualify for Emotionless Girl, as anger and fear slip through in a few scenes. But she murders Chang as revenge for raping her and talks about it very stoically.
  • Those Two Guys: Sam Salt and Mrs. Haggarty end up sitting together and exchanging witty banter after they're taken hostage.
  • Thriller on the Express: Chang's right-hand man is arrested after the train is stopped by government troops. This leads Chang to engineer the rebel ambush of the train so he can take a hostage and get his man back.
  • Title Drop: It's the express train to Shanghai.
  • Token Black Friend: Pre-Code Hollywood calls Hui Fei an early example of this, as she's Lily's ethnic companion. She does however have an active role in the plot, killing Chang to save the day.
  • "Ugly American" Stereotype:
    • Sam Salt is a boorish Motor Mouth who drops casual racism and wears fake jewels to flaunt his wealth.
    • Mrs Haggarty is a prudish Female Misogynist who will only let respectable people live in her boarding house.
  • Vehicle Title: The train is the express from Beijing to Shanghai.
  • Wacky Americans Have Wacky Names: Sam Salt (Eugene Pallette) is a boorish American businessman who annoys most of his fellow passengers.
  • Yellowface: Despite not having a drop of Asian blood (he was from Sweden!), Warner Oland had a nice little career playing a lot of Asian characters. He did not wear make-up for the roles, aside from the little beard he sports.