Sh! The Octopus movie poster
Movie Review

Sh! The Octopus

6.5/10 MovieToWatch Editorial Rating
December 11, 1937 54 minutes G English
Quick Verdict A brisk, delightfully goofy 54-minute B-movie romp that blends old-dark-house mystery tropes with aquatic farce. Hugh Herbert and Allen Jenkins provide vintage comedic chemistry, and William C. McGann pulls off an astonishing, ahead-of-its-time practical transformation effect.
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Synopsis

Two bumbling detectives investigating a mysterious murder at a storm-battered, abandoned lighthouse discover a den of eccentric suspects, a secret weapon death ray, and a monstrous giant octopus lurking in the flooded basement.

Plot

On a stormy night, inept police detectives Kelly and Dempsey sit in their patrol car reading sensational headlines about an elusive criminal mastermind known as “The Octopus.” Out of the heavy rain emerges Vesta Vernoff, terrified and desperate, claiming her stepfather, an eccentric scientist who invented a devastating radium death ray, has been murdered in a deserted offshore lighthouse. Seeking to protect the invention before foreign syndicates seize it, the detectives row out through treacherous waters to investigate the isolated tower.

Upon entering, Kelly and Dempsey encounter a succession of suspicious interlopers, including the peg-legged Captain Hook, an aloof marine painter named Morgan, a stranded society woman named Mrs. Allen, and a bedridden elderly invalid, Nanny. As secret panels slide open and cadavers vanish from hooks in the rafters, an enormous real cephalopod begins reaching its tentacles up through floorboards and doors, dragging victims down into the flooded cellar below.

Ending Explained

⚠️ Spoiler Warning: This section discusses the ending and major plot details.

Trapped by rising water and hunting tentacles, Kelly and Dempsey gather the remaining survivors in the upper gallery to unmask the true mastermind behind the crime syndicate. The sweet, wheelchair-bound invalid Nanny suddenly rises to her feet. In a startling continuous camera take, colored filters reveal monstrous dark makeup layered underneath, transforming her face into a haggard, cackling crone as she identifies herself as The Octopus.

Before the villainess can execute the captives, a massive octopus tentacle smashes through the observation window, seizing The Octopus and dragging her down into the surging sea. A countdown bomb left in the basement detonates, blowing the lighthouse sky-high. Kelly suddenly jolts awake in the police car, discovering that the entire ordeal—from the lighthouse to the giant tentacles—was merely a wild dream brought on by eating bad cheese, with each suspect resembling ordinary civilians passing by his patrol car. Dempsey scolds him for dozing off, and the partners drive away into the night.

What We Think About This Movie

What We Liked

Hugh Herbert’s fluttering hands and trademark "woo-woo" delivery paired with Allen Jenkins' exasperated straight-man energy.
The jaw-dropping, in-camera makeup transformation scene using colored filters, filmed entirely without optical cuts.
An ultra-lean 54-minute runtime that moves quickly without unnecessary padding.
Fun old-dark-house atmosphere packed with secret passages, stormy waves, trap doors, and rubber tentacles.

What We Didn't Like

A threadbare budget that shows through static stage sets and wobbling prop work.
The plot is a string of nonsensical, contrived gags rather than a coherent detective mystery.
The rubber octopus puppet looks completely unconvincing during full-body reveals.

Who Should Watch

Fans of vintage 1930s Hollywood horror-comedy programmers and old-dark-house cinema.
Film history buffs wanting to see an ingenious, early practical makeup lighting illusion in motion.
Viewers who enjoy classic slapstick detective double acts.

Who Should Skip

Anyone looking for genuine, terrifying aquatic creature horror.
Viewers annoyed by rapid-fire 1930s vaudeville shtick and dream-twist endings.

Movie Details

Release Date December 11, 1937
Runtime 54 minutes
Content Rating G
Language English
Country United States
Director William C. McGann
Main Cast Hugh Herbert, Allen Jenkins, Marcia Ralston, John Eldredge, George Rosener, Margaret Irving, Elspeth Dudgeon
Reviewer Alex Carter
Last Checked October 15, 2026
Last Updated October 15, 2026

Where to Watch Sh! The Octopus in the USA

Frequently Asked Questions About Sh! The Octopus

How was the famous face transformation scene achieved without modern effects?

Director William C. McGann utilized a classic theater technique developed by Karl Struss: the actor was made up with specific red pigments, which remained invisible under red studio lights. When the lighting shifted smoothly to blue-green filters on camera, the dark makeup underneath suddenly became fully visible without any camera cuts.

Did Hugh Herbert's comedy style influence classic cartoon characters?

Yes, Hugh Herbert's eccentric gestures, hand-waving, and distinctive "woo-hoo" catchphrase directly inspired the manic personality of early Looney Tunes characters, most notably Daffy Duck.

Is Sh! The Octopus based on a stage play?

Yes, it was adapted from the 1928 stage play *The Octopus* written by Ralph Murphy and Donald Gallagher.