Features and Columns · Movies

How They Shot That Transformation Scene in ‘Sh! The Octopus’

From a harmless old woman to a gnarled, blotchy sea hag in the blink of an eye!
Sh The Octopus Transformation
By  · Published on June 13th, 2022

Welcome to How’d They Do That? — a monthly column that unpacks moments of movie magic and celebrates the technical wizards who pulled them off. This entry explains how they shot the infamous in-camera transformation shot in Sh! The Octopus, in which an old woman turns into a witchy hag right before our very eyes.


Waves crash across the rocks as a reclusive artist moves into a seemingly abandoned lighthouse. Meanwhile, two air-headed cops pick up a terrified young girl named Vesta, who fears that her brilliant stepfather’s “death ray” has been stolen by a monstrous crime boss called The Octopus. Setting off for the lighthouse where Vesta’s stepfather lives (swiftly revealed to be the artist’s new home), hijinks ensue as the ballooning cast is assailed by not-so-dead bodies, breakneck dialogue, and wandering tentacles.

Described by Phil Hall in The Greatest Bad Movies of All Time, 1937’s Sh! The Octopus boasts “a surplus of energy and a glaring deficit of coherence.” But don’t hold that against it! Clocking in at a madcap 52 minutes, the frenetic Broadway adaptation is an awful lot of fun. It’s a truly delightful way to spend an hour. And it’s a shame that William C. McGann’s film isn’t more well known.

That iconic Sh! The Octopus transformation scene

What is well known, however, is an unforgettable transformation sequence that coincides with one of the film’s many, many plot twists. In the film’s bananas final act, we learn that Nanny (Elspeth Dudgeon), a harmless old lady who has barely appeared in the movie, is actually the nefarious Octopus. More like She! The Octopus, am I right?

Sh The Octopus Transformation Witch

Now, if you’ve only ever encountered Nanny’s transformation out of context online, you’d be forgiven for thinking that Sh! The Octopus is a straight-up horror movie. Nanny is often referred to as a witch. Heck, the fact-checking site Snopes even claims that she’s turning into an octopus … which she isn’t. Indeed, when it’s later revealed to us that the whole film has been a dream (no, really), the fantastical quality of Nanny’s metamorphosis makes a bit more sense. Namely because dream-logic doesn’t have to make sense! When Nanny reveals that she’s the bad guy it’s only natural that her appearance goes all “bad” too.

All the same, the sudden reveal of Nanny’s gnarled countenance in-camera without any cuts or transitions is genuinely shocking. How did they make her face change like that before our very eyes before the advent of CGI? Well, let’s get into it:


How’d they do that?

Long story short:

The transformation effect in Sh! The Octopus was achieved by applying the “hag” makeup in one consistent color. The filmmakers placed a lens tinted in the same color in front of the camera, rendering the makeup invisible. By slowly shifting the lens, the hag makeup appears to organically manifest before our very eyes.

Long story long:

As Gary J. Svehla remarks in his 1996 reference book Guilty Pleasures of the Horror Film, no makeup or special effects credit appears in Sh! The Octopus. We can infer that art director Max Parker (no doubt best known to our readers for his work on the 1943 Cary Grant horror-comedy Arsenic and Old Lace), was probably involved in some capacity. The same might as well be said about cinematographer Arthur L. Todd. That said, realistically, it’s still just conjecture that either Parker or Todd oversaw Nanny’s horrifying transformation.

Svehla does take another stab in the dark as to who is responsible for this hag-based nightmare fuel. Perc Westmore, patriarch of the Westmore Hollywood makeup dynasty, had an on-and-off relationship with Warner Bros. around the time Sh! The Octopus was in production. So, as Svehla speculates: “it may have been [Westmore] who was likewise responsible for the relatively simple but effective job done on Miss Dudgeon.”

Readers with an interest in pre-Code horror films may be familiar with James Whale’s 1932 horror-comedy The Old Dark House. If that’s the case, then congratulations you’ve already seen Sh! The Octopus actress Elspeth Dudgeon, albeit under about an inch of old-age makeup and credited under the name “John Dudgeon.” And with Dudgeon’s striking portrayal of a bedridden 102-year-old in the back of our minds, her shocking heel-turn and willingness to “ugly it up” in Sh! The Octopus makes a lot of sense.

Elspeth Dudgeon Old Dark House

Elspeth Dudgeon, being hideous in ‘The Old Dark House.’

Nanny’s transformation — which sees a cackling, but otherwise normal-looking woman transform into a gnarled, blotchy hag — relies on the same red-blue color filtration found in old-school 3-D glasses. When you look through the red lens of a pair of 3-D glasses, you don’t see the red elements on-screen. The same is true of the blue elements when you look through the blue lens. When you apply this concept to black-and-white photography, you are able to “hide” certain colors in plain sight. It’s worth emphasizing that this optical makeup effect is only possible on black and white film. If this scene had been shot in color, Nanny would have appeared weird. But the “reveal” gag wouldn’t have worked quite as well, if at all.

Nanny’s “ugly face” makeup was applied using one color of product, exaggerating and creating unfaltering shadows, contours, and blemishes on Dudgeon’s face. Colored makeup was also used to “blackout” some of Dudgeon’s teeth. (Note: there’s nothing to specify that the color transition in Sh! The Octopus was red-blue, but for the sake of this explanation, we’re going to assume it is).

A graduated filter was placed in front of the camera lens. At the beginning of the scene, we are looking at Nanny through the red-colored filter, which is “filtering” out any red that it “sees.” Consequently, Dudgeon’s red makeup appears to blend into her skin tone and the grotesque visage appears invisible. As the filter is slid across the front of the camera lens to the blue side, the splotchy red makeup becomes visible to us. And because we’re working with black-and-white film, the red appears to darken. Whether the crew also supplemented the graduated filter with a colored light (which would enhance the effect) is unclear, but possible.

Sh The Octopus Side By Side

Two non-makeup elements that further sell Nanny’s metamorphosis are her hair and eyes. The stark difference between her silver, tied-back wig and the stringy, dark mess beneath it enhances the contrast of the shift. To boot, if you look at the transformation scene frame-by-frame, it’s clear that the motion of the wig removal itself has the added effect of smoothing over any awkwardness in the color filter shift. Because the filmmakers moved the color filter in front of the camera lens at the same time Dudgeon removes her wig, our eyes wander around the frame, and the transformation feels much smoother and organic as a result.

The change in Nanny’s eyes is especially upsetting. At the beginning of the shot, Dudgeon’s irises are pitch black, an early indicator of the horrifying shift to come. Then, when her hag-form is revealed, Dudgeon’s eyes lighten and sparkle. While there’s an impulse to cry “colored contact lenses!” here (and indeed, they were invented in the 1930s), I don’t think that’s what’s going on. Instead, I think we’re just witnessing the natural shift in Dudgeon’s eyes as the red and blue are blocked out, respectively. There’s something about the sudden “wetness” (I have no other word for it) in Dudgeon’s eyes that really sells her final form. It adds an uncanny level of liveliness to a makeup job that otherwise could look quite severe.

Another small detail that adds to the holistic power of the effect is the subtle shift in Nanny’s shawl. At the beginning of the scene, we can see delicate details and swirling patterns in the garment. And as she becomes the hag, Nanny’s shawl responds by “turning” completely black. The changes in both Dudgeon’s clothing and her eyes are consequences of the shift in the colored lens, which would have filtering out all of the blue.

What’s the precedent for the Sh! The Octopus transformation?

The most notable precedent for using colored filters for on-camera transformations comes from arguably one of the most infamous metamorphoses in horror history: that of the good-hearted Dr. Jekyll who transforms into his homicidal alter ego Mr. Hyde after ingesting a potion of his own devising.

In Rouben Mamoulian’s 1931 big-screen adaptation, which premiered six years before Sh! The Octopus, the face of Fredric March’s kindly doctor twists and contorts into a garish visage right before our very eyes. While Mamoulian wanted Hyde to look “troglodytic,” as George E. Turner writes in his October 2020 article for American Cinematographer, director of photography Karl Struss wasn’t a huge fan of Jekyll looking “like a monkey … [the] change should have been mostly psychological.”

In any case, as Struss continues:

The first time Jekyll changed, we used a technique I had devised years before to show the healing of the lepers in Ben-Hur [1925]. Everybody was using orthochromatic film then, which reproduced reds and yellows as black, and gave blue-eyed actors ‘fish-eyes.’ I had been using panchromatic film, which is sensitive to all colors. The leprosy spots were red makeup, which registered when shot through the green filter, but when we gradually moved a red filter over the lens, the makeup disappeared. The Hyde makeup was also in red and didn’t show up at all when the red filter was on the lens, but when the filter was moved down very slowly to green, Mr. Hyde appeared.

Ben Hur Lepers

Ben-Hur (1925)

While there is no longer a need within the film industry for an easy but effective in-camera makeup transformation that only works on black and white film, the effect continues to shock and mesmerize to this day. A big part of its “wow” factor undoubtedly hinges on the absence of CGI as a resource as well as the increasing atrophy of widespread knowledge of photographic processing. But as Old Hollywood special effects prove time and time again, sometimes the most mesmerizing gags are also the simplest ones.

Then again, if you’re an enterprising black-and-white filmmaker and you want to try this effect out for yourself, the fine folks at RocketJump Film School have you covered

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Meg Shields is the humble farm boy of your dreams and a senior contributor at Film School Rejects. She currently runs three columns at FSR: The Queue, How'd They Do That?, and Horrorscope. She is also a curator for One Perfect Shot and a freelance writer for hire. Meg can be found screaming about John Boorman's 'Excalibur' on Twitter here: @TheWorstNun. (She/Her).