Why critics were so hostile toward Shanghai Surprise is unclear. Though far from perfect, the film is extremely well made in some respects while its stars aren't anywhere near as terrible as so many critics seem to think they are. If you had no idea who Sean Penn and Madonna were you'd probably notice Madonna's charisma but also her relative inexperience and wonder about Penn's eccentric characterization, despite obvious ability as an actor - but in the end feel that the leads come off no worse than okay.

The picture opens in 1937, when Japanese invaders were beginning their long occupation of Shanghai. Narcotics smuggler Walter Faraday (Paul Freeman) tries to flee the city with associate Willie Tuttle (Richard Griffiths of The History Boys and the Harry Potter series) and five crates of opium, but is cut down by corrupt Chinese soldiers led by sadistic Mei Gan (Kay Tong Lim), whose hands are blown clean off courtesy Faraday's booby trapped money belt, a "Shanghai Surprise."

A year later "glow-in-the-dark tie king" Glendon Wasey (Penn), a down-on-his-luck wino whom more than one critic likened to Dustin Hoffman's "Ratso" Rizzo, is reluctantly persuaded by American missionary nurse Gloria Tatlock (Madonna) to help the mission locate the missing opium so they can buy much-needed medicine. The two soon get in way over their heads, becoming involved with a Japanese black-marketeer and baseball fanatic, Joe Go (played with wiseguy gusto by Clyde Kusatsu) and the mysterious China Doll (Sonserai Lee), a beautiful eccentric with connections to some lost jewels as well as the opium.

Perhaps audiences were expecting something along the lines of the serial-inspired barrage of non-stop action the first two Indiana Jones films had offered, instead of a more direct throwback to the kind of overseas adventure film that Shanghai Surprise emulates. On those terms the film is pretty entertaining and almost flawlessly produced. Shot on location in Hong Kong and Macau, it does a remarkable job recreating the look of 1930s Shanghai by dressing older streets and tenements with period flavor - only in a few shots do anachronistic buildings and other artifacts give away the trick. (The DVD's sloppy cover art, on the other hand, features a skyline of singularly modern skyscrapers.)

Ernest Vincze's (the new Doctor Who) cinematography is superb, lush and appropriately exotic, while producer George Harrison's songs and score (the latter written in collaboration with Michael Kamen) is modern but evocatively Chinese in terms of mood and period, including the hit "Someplace Else." (Harrison can be glimpsed in the background during one scene, as a nightclub singer.) Longtime James Bond title designer Maurice Binder contributes lovely titles recalling his work on the Japan-based You Only Live Twice (1967).

The supporting cast is excellent, especially Paul Freeman, for reasons that can't be explained here. Madonna isn't up to the film's more emotionally explosive moments, but she's otherwise fine. Penn's more the square peg in the round hole in terms of casting, coming off more scummy than was probably necessary. (His devotion to character was such that even his fingernails are dirty.) Rather than "Ratso" Rizzo, Penn reminds this reviewer of Paul Fix early in his career, as Penn's tie salesman is more like the second-rate gangsters and other losers character actor Fix frequently played back in the 1930s.

Video & Audio

This reviewer hasn't seen the full-frame Lionsgate release from July 2003, but this Special Edition remastering of Shanghai Surprise looks fantastic, with no signs of damage or wear, strong color (original lab work by Technicolor London), contrast, and sharpness. It basically looks like a brand-new movie. Presented in 16:9 enhanced format at 1.77:1 (approximating its original 1.85:1 release), the film bears the MGM logo. The audio is equally impressive; both the 5.1 and 2.0 Dolby Digital mixes do justice to the film's fine score and sound effects mixing. Optional English and Spanish subtitles are included.

Extra Features

Taking a "the customer is always right" approach, supplements include a Fans Unite! Commentary track that gathers about a half-dozen fans, most of whom were kids or teenagers when the film came out. Like-minded viewers might enjoy this extra, but it has limited value beyond that.

Also included are three featurettes. The first, Lights, Camera, Shanghai! is an 11-minute overview of the production, focusing mainly on actor Clyde Kusatsu's funny and enlightening stories about the trouble-plagued film, which he says was in a state of near-mutiny and filled with "personality conflicts." He has complimentary things to say about George Harrison, less so about Madonna and Penn.

Madonna: 1986 (eight minutes) puts the singer-actress's career into context, with Nina Blackwood, Ted Casablanca, and a scary-looking Melissa Rivers (billed as a "Red Carpet Expert") providing commentary. I Love Shanghai Surprise! (15 minutes) adds actor-comedians like Sandra Valls and Mark DeCarlo to the mix, but their comments belie the featurette's title. Most sneer at the film and make jokes at its expense, rather than confess an affection toward it, despite its reputation. All three featurettes are 16:9 enhanced.

Parting Thoughts

Not nearly as bad as its reputation would suggest, Shanghai Surprise is handsomely produced falling short only in its miscasting and, to some degree, the performances of its two leads, but even this is hardly enough to sink the film. Overall it's a fun, old-fashioned comedy adventure - hardly a classic of its type, but unjustly maligned nonetheless.

Film historian Stuart Galbraith IV's most recent essays appear in Criterion's new three-disc Seven Samurai DVD and BCI Eclipse's The Quiet Duel.