Sister Celluloid

Where old movies go to live

A Film Noir Feast! TOO LATE FOR TEARS and WOMAN ON THE RUN Are Gorgeously Restored on DVD

A double dose of classic noir has just hit the DVD shelves.

Two lost gems, Too Late for Tears and Woman on the Run, have been restored to their dark and gorgeous glory by the UCLA Film & Television Archive. The DVD sets—which include standard and Blu-ray discs as well as tons of special features—mark the first of what I hope are many collaborations between the Film Noir Foundation (FNF) and Flicker Alley.

Byron Haskin’s Too Late for Tears opens with a startling sight: an almost timid Lizabeth Scott.

When first we meet Alan and Jane Palmer (Arthur Kennedy and Scott), they’re on their way to a party, but she’s begging him to turn the car around—fearing she’ll be the brunt of condescending comments from the hostess, “looking down her nose at me like a big, ugly house up there looks down its nose on Hollywood.”

When Alan finally relents and pulls over, a driver heading in the other direction mistakes him for a blackmailer he was due to meet, and tosses a bag of hot money into the back seat of their car. Alan is troubled, but Jane is practically vibrating with excitement—grabbing the wheel and going from zero to moll in 1.5 seconds, screeching and careening down the highway like Bonnie Parker’s blonder sister. When a cop stops them for speeding, she’s already going for the gun in the glove box until she realizes he’s not a threat. (And God help anyone who is.)

But if she’s a little fast, hubby’s a little slow. She wants to keep the cash, he wants to turn it over to the cops.

“What is it, Jane? I just don’t understand you,” he understates wildly. “I’ve tried to give you everything… everything I could.”

“You’ve given me a dozen down payments and installments for the rest of our lives,” she spits back.


But he still tries to pull her over to the side of the angels: “The only thing worth having is peace of mind, and money can’t buy that.” Hey buddy, have you actually met your wife?

The next day, while Alan’s at work, the actual blackmailer, Danny Fuller, drops by in the person of—who else?—Dan Duryea. He sizes her up as a schemer right away, but knows he needs her help to get the money. What he doesn’t know is how far she’ll go to keep it.

Danny threatens Jane (“I hope for your sake, beautiful, you’re not trying to soft-soap me—I wouldn’t take kindly to it”) and even roughs her up a little, but it’s clear she’s calling the shots—and not just because she’s got the cash. She’s also got the stomach for just about anything, and he hasn’t. (You know you’re wicked when Dan Duryea is the voice of morality.)

Danny’s shocked at just how venal Jane is—and just how much he wants her. (“Don’t ever change, tiger. I don’t think I’d like you with a heart.”) When she drags him down into her moral sewer, his self-loathing and self-awareness meet somewhere in the middle. And it’s actually pretty heartbreaking. (“This gave him more room to create a character with a little sympathy… he was conflicted inside,” Duryea’s son Richard says in one of the terrific bonus features on the DVD.)

Even Jane is a bit taken aback by the dirty deeds she has to pull off—Why do people keep making me kill them?—but she gets over it in a hurry.


When Alan disappears, though, she has some explaining to do. Hot, or maybe lukewarm, on her trail are Alan’s doting sister Kathy (Kristine Miller)—a would-be mother-in-law who lives across the hall—and Don Blake (Don Defore), who claims to be Alan’s old war buddy. When these human speed bumps sidled onto the screen during the film’s original run, I’m guessing they caused a stampede to the concession stands, much as when Alan Jones started warbling arias in A Night at the Opera.

Soon we discover that Don may or may not be all he seemzzzzzzz… Oops sorry, I’m back now. Kathy and Don are just about the worst argument ever for staying on the straight and narrow. Crime may not pay, but at least it keeps you awake. And when they bundle into their little love scene, it’s just… sad. Especially after we’ve seen Dan Duryea pretty much swallow the lower half of Lizabeth Scott’s face. (That thudding sound you hear is a woozy Breen Office censor hitting the floor.)


I won’t give anything else away; you really should see this beautiful new print for yourself, even—or maybe especially—if you’ve seen the muddy mess currently out there in the public domain. Bonus materials include a terrific commentary track by FNF film historian Alan Rode (who also wrote a brilliant bio of noir icon Charles McGraw); a mini-doc with insights from Rode, Richard Duryea, FNF founder Eddie Muller, Julie Kirgo and Kim Morgan; a fascinating feature about the film’s restoration; and a souvenir booklet with poster art, rare photographs, lobby cards and a sharp essay by film historian Brian Light.

Woman on the Run was even more in need of rescue than Too Late for Tears, and was actually thought to be lost—twice.

When Muller first fell in love with the film, the only copies he could find were scratchy VHS tapes. But finally a colleague, Gwen Deglise at American Cinemateque, unearthed an agreement between Fidelity Pictures, the producer, and Universal, the distributor, which required Universal to maintain a copy—and after a bit of digging, the studio found it. When Muller screened the print at the Castro Theatre in 2003, the original tape was still on the reels—it had never been shown before.

Fast-forward five years, when a studio welder left his torch unattended, starting a blaze that wiped out a heartbreakingly large swath of the Universal lot—where the only copy of Woman on the Run was stored. (It seems fitting to form a torch-wielding mob to get this guy… Who’s with me, kids?!?) So… how on earth do we have a pristine print today? In an act of noble piracy, Muller had made a copy of the film, unable to bear the thought that there was only one in existence—one that would soon be out of his hands.


I first saw the restored print—which got a funding boost from the Hollywood Foreign Press Association’s Charitable Trust—at the Los Angeles Noir City festival last spring, before I’d ever even heard of the movie. (That’s the great thing about Muller and company: you always learn something new. You feel like kind of an idiot around them, but in a good way.) I instantly fell in love and couldn’t wait for it to come out on DVD. Now the wait is over—for noir fans and for Ann Sheridan, who poured her heart, soul and money into the film and wound up with little to show for it.

Sheridan co-produced Woman on the Run not long after buying out her contract from Warner Bros., where they strapped her into a series of ever-tighter sweaters and dubbed her the Oomph Girl—a nickname she detested. (“‘Oomph’ is what a fat man says when he leans over to tie his shoelace in a phone booth.”) She stars as Eleanor Johnson, a bitter, jaded wife whose husband Frank (Ross Elliott) goes on the lam after witnessing a gangland slaying. This turns out to be the best thing that ever happened to their miserable marriage.

sis-womanontherun-6 sis-womanontherun-1

When an inspector (Robert Keith) arrives at the murder scene, he asks Frank if he’s married. “In a way,” he mutters half-heartedly. And that’s actually more enthusiastic than his wife is when the cops show up at their dingy flat, where the only sign of domesticity is a cupboard full of Ken-L Ration. (Like a lot of depressives, they may have given up on their marriage, their lives and themselves, but dammit, they take care of their dog.)

When Frank calls, Eleanor warns him that the police are tapping the line, so he hangs up and hits the road. But she soon learns from the cops—everyone seems to know more about her husband than she does—that he needs heart medicine he may not be able to survive without.

As Eleanor scours San Francisco in search of Frank, she discovers facets of his life she’d never known about: He went to the mat with his boss to save a friend’s job. He inspired a massive crush in a young secretary. He lived like Gaugin in Tahiti and Hemingway in Mexico. And he still loves his wife. That last bit of news comes as a something of a welcome shock to Eleanor. When the inspector tells her that a letter Frank wrote “sounds like a man in love,” she’s knocked a bit backwards with relief—almost allowing herself to feel hopeful. Then she leans in for a closer listen, as if she needs to hear it again.

Helping her on her quest to find her husband is noir regular Dennis O’Keefe as an obnoxious-but-charming reporter eager to snag an exclusive (and maybe Eleanor in the bargain). Sheridan has a crackly chemistry with him and with Keith, who seems to have been born craggy.

The whip-smart, cynically romantic script was written by Alan Campbell with an assist from director Norman Foster, who soaked up everything he could about mood, light and shadow from his mentor, Orson Welles. (Foster’s Journey Into Fear, featuring Welles, was so effective that Welles had to reassure skeptics he didn’t direct it himself.)

Campbell knew a thing or two about brittle, wearily witty women, having recently divorced Dorothy Parker. (They remarried after this film; movie as couples therapy?) And Foster endured a rather… complicated marriage to Claudette Colbert (she lived with her mother, he lived alone).

Anyone else notice more than a passing resemblance between Foster and the guy he chose to play the husband?

Woman on the Run is lovingly shot all over San Francisco, which almost becomes another character in the film. And this isn’t Hitchcock’s glistening city by the bay: it’s docks and dives and dime stores, with the occasional edifying bit of architecture thrown in for good measure. (City Hall doubles as an art gallery.) The film climaxes with a harrowing chase through a spooky seaside amusement park (its one faithless locale; logistics dictated that they shoot in Santa Monica).

Even The New York Times‘ Bosley Crowther liked the film, kinda: “Since it never pretends to be more than it is, Woman on the Run… is melodrama of solid if not spectacular proportions. Working on what obviously was a modest budget, its independent producers may not have achieved a superior chase in this yarn about the search by the police and the fugitive’s wife for a missing witness to a gangland killing. But as a combination of sincere characterizations, plausible dialogue, suspense and the added documentary attribute of a scenic tour through San Francisco, Woman on the Run may be set several notches above the usual cops-and-corpses contributions from the Coast … will not win prizes but does make crime enjoyable.”sis-womanontherun-4

As usual with Crowther’s work, you’re tempted to write “he sniffed” at the end. As best I can figure, there used to be some kind of annual prize for Most Condescending Review, and he was determined to snag it every year running. Trust me, you’ll like Woman on the Run, in this great new print, much more than he did.

Bonus features include audio commentary by Muller (whose love for the film comes through in every syllable) as well as his essay about its rediscovery and rescue; a mini-doc about the restoration; another about the film, with the same folks who are on Too Late for Tears; a virtual tour of its San Francisco haunts; a short film about the Noir City festival; and a souvenir booklet that includes lobby cards, rare stills, and a not quite accurate but still fabulous map of movie locales, which was sent to distributors.

If you love movies—whether or not you’re a hard-core noir fan—snap up these two beautiful, thoughtfully presented DVD sets as fast as your fingers can carry you to Flicker Alley.


  1. A great pair of reviews of a great pair of movies. I think you’re being overly hard on Kristine Miller, though.She makes her character into an interesting mirror of Scott’s.

    • Interesting point! Somehow, though, Liz Scott’s annoyance with her must have been contagious. Every time she showed up I was like, Ugh, get a life, lady!! 🙂

  2. Vienna

    Great reviews. Can’t wait to get the new DVDs.

    • Thank you for your kind words, my dear!! ❤ You will LOVE these two sets!!

  3. Wonderful. Very interesting.
    I’ve seen Too Late for Tears and liked it quite a lot. I still have to watch Woman on the Run. Thanks for the review! 🙂

    • Thank you so much, Carol! I think you’ll love Woman on the Run…

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