At this point in time, I suppose it’s virtually obligatory to point out that Michael Curtiz’s 1936 Warner Brothers horror picture The Walking Dead starring Boris Karloff has nothing whatsoever to do with the AMC television series about the zombie apocalypse that premiered in 2010 and recently began its seventh season. Rather, it’s a low-key mood piece greatly admired by connoisseurs of the horror genre.

The Walking Dead is also an example of a movie that was actually improved by the Hays Office, the arbitrator of the newly strengthened Production Code. (The Hays Office had always looked down on the horror genre, but in the mid-1930s, there was even stronger pressure coming from the British censors who were also cracking down on the genre. Since Britain had always been one of Hollywood’s biggest markets, the studios took any objections from the British censors very seriously.) There was one other major influence that saved the picture from being the unsubtle penny dreadful shocker that the writers originally envisioned, the movie’s star, Boris Karloff. (Most of the information I have about the differences between the original script and the finished film come from The Walking Dead DVD commentary track recorded by horror film historian Greg Mank, who had access to Karloff’s personal copy of the script with the actor’s in-the-margins notations and suggestions.)

The Walking Dead was Karloff’s first picture for Warner Brothers after becoming a major Hollywood star with his tour-de-force as the monster in James Whale’s 1931 Universal film version of Frankenstein. Karloff had been briefly under contract at Warners in 1931, appearing in four pictures before making the film that would change his life and career forever. The first one was a gangster comedy-drama directed by Alfred E. Green called Smart Money, best remembered as the only time Edward G. Robinson and James Cagney appeared in the same picture together. Karloff had a bit part as a coke-headed gambler.

Mervyn LeRoy’s Five Star Final, Karloff’s next film for Warners, was not only a great movie in itself (it was the first in WB’s series of social protest melodramas[1]), but it provided Karloff with his best pre-Frankenstein role. (Karloff always credited his friend George E. Stone, who also had a supporting role in the film, as influencing LeRoy to cast Karloff in the picture.) In Five Star Final, a blistering expose of yellow journalism, Karloff played a particularly slimy newspaper reporter with the Dickensian name of Isopod. A lecherous, alcoholic, and malignantly unctuous scandalmonger (who was drummed out of divinity school for sexual degeneracy), Isopod specializes in dressing up as a minister to gain the trust of the victims he plans to ruin in print. It was not only a splendidly meaty role for Karloff, but it gave him a rare opportunity to demonstrate his flair for comedy. That was followed by a bit part as a butler in William McGann’s breezy Douglas Fairbanks Jr. comedy I Like Your Nerve.

The Mad Genius, Karloff’s last film during his 1931 sojourn at Warners, was rather prophetic in that it was the studio’s second attempt at making a horror picture to compete with Universal’s sensational box office smash, Tod Browning’s Dracula starring Bela Lugosi. The first one was Archie Mayo’s Svengali, based on George Du Maurier’s novel Trilby, starring the great actor John Barrymore as the sinister music coach and hypnotist. Warners assigned the direction of The Mad Genius, which was also to star Barrymore in the title role, to their best all-around contract filmmaker Michael Curtiz. (As film historian Carlos Clarens explained in his seminal 1967 book An Illustrated History of the Horror Film[2], “The studio heads probably regarded Curtiz as another Browning or new Whale, for they entrusted him with two ambitious horror projects.” The two films Clarens was referring to were Doctor X (1932) and Mystery of the Wax Museum (1933), the first two horror pictures made in Technicolor.)

Karloff often told the story about how Curtiz had summoned him to his office after seeing his name on a list of contract players. Curtiz had assumed from Karloff’s name that he was an actual Russian (Karloff was the mother’s maiden name of the young actor born as William Henry Pratt), and was surprised to see this mild-mannered soft-spoken Englishman show up instead. Nevertheless, Karloff’s eagerness for the job convinced Curtiz to cast him as Frankie Darro’s abusive Russian father anyway. The Mad Genius was Barrymore’s last horror movie (unless you count the abysmally unfunny 1940 Universal “comedy” The Invisible Woman) and his last film for Warner Brothers. After that, he followed his brother Lionel’s advice and went over to MGM. (It’s not unreasonable to assume that the idea of becoming Warners’ answer to Bela Lugosi played a major role in Barrymore’s decision to change studios.) Ironically, Karloff, whose role in The Mad Genius was just a one-scene bit part, soon became Hollywood’s biggest horror star.

Speaking of which, another story Karloff loved to relate in interviews was the time during the silent era, when his career was still confined to minor bit parts, he was hitchhiking his way home and the person who stopped to give him that lift was none other than Lon Chaney Sr. (best remembered for the title roles in Universal’s silent versions of The Hunchback of Notre Dame and The Phantom of the Opera). After spending a few minutes conversing with Karloff, Chaney gave him a piece of advise he never forgot: Find something you can do that nobody else in Hollywood can do, and you’ll be a star. And it was as Dr. Frankenstein’s inarticulate monster that Karloff found that “something nobody else in Hollywood could do,” the ability to simultaneously scare audiences and make them sympathize with him. With the exception of Whale’s first two Frankenstein films, Karloff’s unique ability to cause audiences to be both sorry for and frightened by him was never better demonstrated than it was in Curtiz’s The Walking Dead.

The Walking Dead pulls one of the movies’ cleverest turnarounds in that the first half of the 65-minute film is pretty much a typical Warners gangster picture. The opening scene is the last day of a trial taking place in a major American city (presumably New York). The defendant is Stephan Martin (Kenneth Harlen), a city official caught embezzling from the treasury. Martin’s defense lawyer is Nolan (Ricardo Cortez), who is actually the head of a major crime syndicate. Despite Nolan’s considerable skill as an attorney, it looks as though incorruptible Judge Shaw (Joseph King) is going to throw the book at his client. When Shaw hits Martin with a ten-year sentence, Nolan and his partner-in-crime Loder (Barton MacLane) decide it’s time to rub Shaw out. But they need a fall guy to take the suspicion off of them.

Enter Karloff as John Ellman, a gentle unemployed musician who’s unable to find work after serving a prison term for manslaughter he was sentenced to by Judge Shaw. (It seems that Ellman had struck another man while defending his wife from the other man’s harassment, accidentally killing the man.) Loder has invited Ellman over to his house one evening by holding out the hope of possible employment. When Ellman arrives, Loder and Nolan are enjoying a game of pool with two other gang associates Blackstone (Paul Harvey) and Merritt (Robert Strange) as well as a torpedo nicknamed “Trigger” (Joseph Sawyer), who has been imported from out-of-town to carry out the hit on Shaw. Loder callously dashes Ellman’s hope of a job and then, as prearranged, sends Trigger out to follow Ellman and make his acquaintance.

Boris Karloff, Joseph Sawyer

Trigger pretends to recognize Ellman on the street and offers to buy him a cup of coffee, which Ellman gratefully accepts. Trigger tells Ellman that he’s a private detective and asks Ellman if he’d like a little sidework keeping taps on the man he’s been hired to investigate. Ellman initially balks when he learns that the man whose house he’ll be spying on is none other than Judge Shaw, but his desperate need for money (his wife is ill) finally convinces him to reluctantly take the job.

The next night, while Ellman’s car is parked near Shaw’s house, Trigger kills the judge and, after Ellman wanders away from the car to get a closer look at the house, ditches the corpse in the back seat. But as fate would have it, a young couple, Jimmy (Warren Hull) and Nancy (Marguerite Churchill), whose car was clipped by Trigger’s car on his way to the job, have followed him and become eyewitnesses to Trigger placing the body in Ellman’s car. The couple is warned not to say a word about what they’ve seen or else. As a result of Trigger’s threat, Jimmy and Nancy are too scared to come to Ellman’s defense when he goes on trial for Shaw’s murder. (In the original script, the couple was kidnapped by the gang to prevent them from talking, which, as Mank opined, would’ve made them a lot more sympathetic than they come off as in the film.)

Boris Karloff

At the trial, Nolan, Ellman’s defense counsel, deliberately provides such a lame defense for his client that even DA Werner (Henry O’Neill), who is prosecuting the case, recognizes that he seems to be doing his damndest to shove Ellman into the electric chair. And, sure enough, Ellman is convicted of Shaw’s murder and sentenced to death. At this point, Curtiz cuts back and forth between Ellman’s last days on death row and Jimmy and Nancy’s agonizing over whether to speak up and save Ellman from execution. (As film historian William K. Everson pointed out in his program notes for a 1970 screening of Lloyd Bacon’s 1933 black comedy Picture Snatcher, “Warners always had a morbid obsession with death house themes and sequences (always electrocution for some reason!), and used the motif for comedy in Blessed Event, Front Page Woman and others, and for raw melodrama in Two Seconds, The Mouthpiece, Angels with Dirty Faces and countless others.”) Of course, when the couple does find the courage to tell what really happened, the governor’s phone call to the prison is answered just as Ellman is being given the fatal jolt.

Boris Karloff, Addison Richards

And here’s where The Walking Dead flips from one genre to another. As it just so happens, both Jimmy and Nancy work for Dr. Beaumont (Edmund Gwenn, best remembered for his Best Supporting Actor Oscar-winning performance as Kris Kringle in George Seaton’s Miracle on 34th Street), a distinguished scientist who’s been experimenting with the Lindbergh heart.[3] Upon being informed that Ellman has already been executed, Beaumont demands that he have access to Ellman’s body ASAP in the hopes of resurrecting him. (It should be noted that, deviating from the genre cliché, Beaumont is no “mad scientist.” Rather, he is a kindly, charitable soul who, at worse, could be accused of being slightly overenthusiastic.)

Boris Karloff, Edmund Gwenn

The next scene, the resurrection, is when The Walking Dead officially becomes an out-and-out horror movie. It’s obvious that Curtiz deliberately designed the scene to have more than a passing resemblance to Whale’s creation scenes in his two Frankenstein films, with the aid of much of the same electronic equipment. Bernhard Kaun’s background music for the scene even has overtones of Franz Waxman’s score for the creation of the female monster in Whale’s Bride of Frankenstein. Taking the resemblance even further, when Ellman is successfully brought back to life, Beaumont says, “He’s alive. He will live.” (Although, as Mank points out, Gwenn’s reading of the line is far more underplayed than Colin Clive’s hysterical over-the-top rendition of “It’s alive!” in Frankenstein.)

In the original script, the resurrection was supposed to transform Ellman into a seven-foot-tall half-man half-animal monstrosity who could climb buildings a la King Kong and break the backs of his enemies. The Hays Office objected to this idea and Karloff was downright—shall we say?—horrified by it. He made it clear in his notes that he did not want to be transformed into such a creature[4] and was particularly dismayed by climbing buildings like an ape. In one of his notes, the actor asked of the writers, “Couldn’t I play a sympathetic character for a change?” Karloff’s contract with Warners gave them the option of picking him up for four more pictures and, from publicity releases, it was obvious that the studio hoped to add Karloff to their already impressive stock company of character actors. So it’s possible that the desire to please both Karloff and the censors played a part in convincing the writers[5] to change the script accordingly.

Edmund Gwenn, Boris Karloff

In the finished film, the newly resurrected Ellman simply looks rather emaciated with a white streak through his hair.[6] (Strangely, there are no further references to Ellman’s wife. Perhaps she passed away from her illness while her husband was on death row?) He also has no memory of his previous life, but he has developed a psychic instinct allowing him to distinguish between those who mean him well and those who intend to harm him. When Beaumont tries to revive Ellman’s memory by reintroducing him to Nolan, Ellman immediately recognizes the lawyer as an enemy. (Thus throwing a monkey wrench into Nolan’s plans to cash in on Ellman’s newly proved innocence by suing the state and pocketing the settlement. But that doesn’t stop him from successfully filing the suit anyway.)

Boris Karloff, Marguerite Churchill

The only thing Ellman can remember of his previous existence is his love of music. When he overhears Nancy playing Anton Rubinstein’s piano composition “Kamminiy-Ostrov,” he recognizes the tune as the one he played a few bars of at Loder’s house. When it becomes clear to Beaumont that music seems to be the only thing that brings Ellman any comfort, he decides that the perfect way to introduce his patient to society is to hold a piano recital. The invitations are sent out, with Nolan, Loder, Blackstone, and Merritt being on the guest list. (Nolan is supposed to be a high-profile attorney, but why those other hoods were invited to the affair is anybody’s guess.) And so, before a selection of distinguished and influential guests, Ellman performs the same Rubinstein piece. But as Ellman plays, his gaze becomes fixed on the four men present who sent him to his death. (Per horror movie tradition, this is the moment when the audience realizes which characters are officially dead meat.)

Boris Karloff

As mentioned before, the original script had Ellman getting his revenge on his tormentors by breaking their backs. Thankfully, the writers came up with an alternate idea that elevated The Walking Dead from being just a good horror picture to becoming a great horror picture. After the recital, Ellman appears before the men who wronged him, one by one, and asks them questions like, “Why did you kill me?” The result is that the gangsters’ fear and guilt spook them into bringing about their own self-destruction without Ellman even laying a finger on them. (Example: Ellman confronts Blackstone at a train depot as the crook prepares to leave town. Blackstone is so frightened by Ellman that he runs away… and straight into the path of an oncoming train.)

Barton MacLane, Ricardo Cortez, Boris Karloff

There are several possible explanations what is causing these poetic justice deaths. One is that fate has doomed the evildoers. But given the film’s heavy emphasis on religion (among Ellman’s last words before his second—and final—death are, ”Leave the dead to their maker. The Lord, thy God, is a jealous God.”), the more logical explanation is that the Lord Himself (or Herself) is bumping off the bad guys in this picture. And this sure isn’t the I’m OK, you’re OK, peace and love and crunchy Granola God of the New Testament. No siree, Bob, this is the angry, vengeful, fire and thunder, plagues and locusts, “Thou Dasn’t Mess with Me” God of the Old Testament!

Happily, The Walking Dead did well enough at the box office to justify Warner Brothers picking up Karloff’s option. (And, strangely enough, as Everson pointed out in his 1974 book Classics of the Horror Film, The Walking Dead was the only horror picture among the five films he did for Warners in that 1936-1940 period.) Of the subsequent four movies Karloff did for the studio, the only real stand out was the next one, John Farrow’s West of Shanghai (1937). A notorious cheapskate, Jack L. Warner firmly believed that the piece of source material that couldn’t yield at least two or three movies hadn’t been written, so the studio was constantly remaking its own pictures over and over again. (George S. Kaufman’s play The Butter-and-Egg Man became a record for Warners when they made six movies based on it!) West of Shanghai was based on Porter Emerson Browne’s comedy western The Bad Man, in which the play’s Mexican bandit protagonist was a caricature of Poncho Villa. Warners had already filmed Browne’s play in 1930 with Walter Huston in the lead. In an attempt to emulate Paramount’s hit Chinese espionage thrillers, Josef von Sternberg’s Shanghai Express (1933) and Lewis Milestone’s The General Died at Dawn (1936), Warners reset the story in modern day China and changed the leading character from a Mexican bandit to a Chinese warlord. West of Shanghai wasn’t a great film, but the brief 64-minute ‘B’ picture was a lot of fun, and Karloff gave what is probably his funniest film performance as the murderous but lovably egotistical General Fu Wen Fang.[7] (Fang’s perennial catch phrase whenever he is told he can’t cross the lines of morality is a defensive “I am Fang!” as if that excuses any and all wrongs.)

His next Warners film, The Invisible Menace (1938, also directed by Farrow), was an ordinary murder mystery set on an army base featuring Karloff as a red herring, with some references to voodoo and a deliberately misleading title to fool Karloff’s fans into thinking it was a horror flick. William Clemens’ Devil Island (1939), in which Karloff had a rare heroic role, might have been a hard-hitting social protest film in the tradition of Five Star Final and I am a Fugitive from a Chain Gang, but any real criticism of the French penal colony was nipped in the bud when the Warners suits caved in to the demands of the French government. Karloff’s final WB picture, Terry Morse’s British Intelligence (1940) was a remake of the studio’s 1930 World War I thriller Three Faces East, with Karloff cast in the villainous leading role that Erich von Stroheim played in the original.

Thankfully for film buffs, all of the Warner Brothers films mentioned in this article (with the exception of I Like Your Nerve) are currently available on DVD. The good news is The Walking Dead is included on a DVD set called Karloff & Lugosi Horror Classics. The bad news is that the other three films in the set, Howard W. Koch’s Frankenstein 1970 (1958), David Butler’s You’ll Find Out (1940), and Gordon Douglas’ Zombies on Broadway (1945) are all time-wasting turkeys, which is so often the problem with DVD movie sets. But for dyed-in-the-wool horror fans, it’s still worth the $15 to own The Walking Dead, one of Boris Karloff’s finest pictures.