How It's Written: The Shadow Over Innsmouth


Today I'm going to take you through Shadow Over Innsmouth. To reveal the techniques that make this story, and cosmic horror, work. It's one of Lovecraft's finest, and the unique way all the elements come together at the end is amazing. It's a thing that you feel when you read it, but I'm not going to settle for feelings. I'm going to show you how it works.

Written in 1931, The Shadow over Innsmouth is tied with At the Mountains of Madness for my Favorite Lovecraft story. I think you read those two and you get the man at his best. This story is more conventionally structured than Call of Cthulhu, which I’ve done a previous video on and it, involves real jeopardy for the protagonist’s body and soul. It’s a tale in five unnamed chapters.

The external story here is a young man traveling to a decaying seaport town in New England, finding that it is populated by people who have been mating with fish creatures in the deep, and barely escapes with his life. It’s thrilling. But the internal story is the truly terrifying thing. The first part, which I’m calling sucked in, sets up Innsmouth, and we see the unnamed main character drawn to the place.


in the beginning, the character tells us this

I have an odd craving to whisper about those few frightful hours in that ill-rumoured and evilly shadowed seaport of death and blasphemous abnormality. The mere telling helps me to restore confidence in my own faculties; to reassure myself that I was not simply the first to succumb to a contagious nightmare hallucination. It helps me, too, in making up my mind regarding a certain terrible step which lies ahead of me.

And upon first reading, you think this certain terrible step is committing suicide. It’s Lovecraft, after all. But it’s not suicide. It’s worse than that. What can be worse than suicide? Well, if you haven’t read it — or you don’t remember, just hang in there with me.

If you've watched my earlier, Call of Cthulhu video, you will recognize this weird, geeky, 40-year-old virgin setup. An antiquarian and sightseeing tour is not what I would call a rite of passage. But this, in itself, is foreshadowing, as we will see.

The main character is trying to take the train to Arkham, but he's broke, so the station-keeper says:

“You could take that old bus, I suppose,” he said with a certain hesitation, “but it ain’t thought much of hereabouts. It goes through Innsmouth—you may have heard about that—and so the people don’t like it. Run by an Innsmouth fellow—Joe Sargent—but never gets any custom from here, or Arkham either, I guess. Wonder it keeps running at all. I s’pose it’s cheap enough, but I never see more’n two or three people in it—nobody but those Innsmouth folks."

Don't, don't take the old bus. Trust me on this one, ya never take the old bus.

But the ticket agent gives him a bunch of scoop on the town. Including on the founder of the town, Captain Obed Marsh,

The old Captain Obed Marsh ben dead these sixty years, and there ain’t ben a good-sized ship out of the place since the Civil War; but just the same the Marshes still keep on buying a few of those native trade things—mostly glass and rubber gewgaws, they tell me. Maybe the Innsmouth folks like ’em to look at themselves—Gawd knows they’ve gotten to be about as bad as South Sea cannibals and Guinea savages.

“That plague of ’46 must have taken off the best blood in the place. Anyway, they’re a doubtful lot now, and the Marshes and the other rich folks are as bad as any. As I told you, there probably ain’t more’n 400 people in the whole town in spite of all the streets they say there are. I guess they’re what they call ‘white trash’ down South—lawless and sly, and full of secret doings. They get a lot of fish and lobsters and do exporting by truck. Queer how the fish swarm right there and nowhere else.

None of this scares our hero off. In fact, it draws him in. Antiquarian that he is, he starts researching. At the end of Act II he learns about the Esoteric Order of Dagon - which has taken over the town's churches and sees this strange bit of jewelry that has come from Innsmouth. It is intense.

It took no excessive sensitiveness to beauty to make me literally gasp at the strange, unearthly splendour of the alien, opulent phantasy that rested there on a purple velvet cushion. Even now I can hardly describe what I saw, though it was clearly enough a sort of tiara, as the description had said. It was tall in front, and with a very large and curiously irregular periphery, as if designed for a head of almost freakishly elliptical outline.

It clearly belonged to some settled technique of infinite maturity and perfection, yet that technique was utterly remote from any—Eastern or Western, ancient or modern—which I had ever heard of or seen exemplified. It was as if the workmanship were that of another planet.

Among these reliefs were fabulous monsters of abhorrent grotesqueness and malignity—half ichthyic and half batrachian in suggestion

At times I fancied that every contour of these blasphemous fish-frogs was overflowing with the ultimate quintessence of unknown and inhuman evil.

And as we break into Act II he can’t even sleep, he’s so excited to go to this creepy weird town.

The Road to Innsmouth

I’m not going to lie. The first part feels slow and wordy by modern standards. It’s not an error, this is the style that was in use. But the amount of tremendous stuff that is set up skillfully in the start is amazing.

And what I’ve noticed the most re-reading Lovecraft is how he manages the ambiguity of the way he conveys information. The first act is a lot of exposition. And we think we have been well-armed with the facts. But, by the end of the story, all of what we think we know about this character is going to shift underneath us and make us feel queasy and... horrified.

I think this is a key to the effect that Lovecraft creates. If you know anything about this story, you know we’re walking into a town of people interbreeding with frog-like creatures from the sea. And, that’s disgusting and creepy, but, you know, it could edge over into absurd real quick. Like the Disney treatment of the Hunchback of Notre Dame, but they somehow rope Lin Manuel Miranda into doing a hip-hop mash up of an old pop song, and we wind up with an Escape from Innsmouth chase sequence powered by "Who let the Frogs Out"

This is not to mock the tale. I love the story, but just point out that, to pull off horror like this, you have to be masterful with your tone — and he is.

So we meet the bus driver. And he’s nasty.

He had a narrow head, bulging, watery blue eyes that seemed never to wink, a flat nose, a receding forehead and chin, and singularly undeveloped ears.

The fingers were strikingly short in proportion to the rest of the structure and seemed to have a tendency to curl closely into the huge palm. As he walked toward the bus I observed his peculiarly shambling gait and saw that his feet were inordinately immense. The more I studied them the more I wondered how he could buy any shoes to fit them.

A certain greasiness about the fellow increased my dislike. He was evidently given to working or lounging around the fish docks, and carried with him much of their characteristic smell. Just what foreign blood was in him I could not even guess. His oddities certainly did not look Asiatic, Polynesian, Levantine or Negroid, yet I could see why the people found him alien. I myself would have thought of biological degeneration rather than alienage.

Note how specific this description is. We can see this guy. And this is where Lovecraft really shines. He gives us images so powerful and precise, they stay with you and you often remember them years later. Here’s another example.

At last we lost sight of Plum Island and saw the vast expanse of the open Atlantic on our left. Our narrow course began to climb steeply, and I felt a singular sense of disquiet in looking at the lonely crest ahead where the rutted road-way met the sky. It was as if the bus were about to keep on in its ascent, leaving the sane earth altogether and merging with the unknown arcana of upper air and cryptical sky. The smell of the sea took on ominous implications, and the silent driver's bent, rigid back and narrow head became more and more hateful. As I looked at him I saw that the back of his head was almost as hairless as his face, having only a few straggling yellow strands upon a grey scabrous surface.

Jesus Christ, get off the bus! As the drive continues, Lovecraft describes the crumbling, creepy town. But this is the bit that sticks with me

Twice I saw listless-looking people working in barren gardens or digging clams on the fishy-smelling beach below, and groups of dirty, simian-visaged children playing around weed-grown doorsteps. Somehow these people seemed more disquieting than the dismal buildings, for almost every one had certain peculiarities of face and motions which I instinctively disliked without being able to define or comprehend them. For a second I thought this typical physique suggested some picture I had seen, perhaps in a book, under circumstances of particular horror or melancholy; but this pseudo-recollection passed very quickly.

The bus isn’t leaving until the evening, so our unnamed protagonist decides to have a look around.

Don't take the bus? Don't get off the bus? I mean how hard is this? But trust me, Lovecraft is not just having the protagonist wander into trouble to tell a story. There are reasons for this behavior.


In his rambles. He gets word of the town drunk, Zadok, who will spill the beans if you give him likker. So he grabs a pint and goes looking for scoop. And the town drunk tells him this crazy tale and confirms what we should already know if we’ve been paying attention, the whole town is turning into fish. And that the townspeople have been sacrificing children to the creatures on the other side of the reef just offshore. And that the plague that wiped out the town was really creatures swimming in and attacking the town. At the end of the Rime of the Drunken Mariner, Zadok sees something out in the sea and runs away screaming.


So he gets back to the bus stop and… wouldn’t you know it. The bus is broken and he’s going to have to spend the night. No need to build this up brick by brick. The townspeople try to kill him. He makes a daring escape from this hotel room, and the town is full of man/fish/frog creatures hunting for him. There are two things that a very interesting about this. As he’s eluding the pursuers in the town, he looks out to sea.

For at a closer glance I saw that the moonlit waters between the reef and the shore were far from empty. They were alive with a teeming horde of shapes swimming inward toward the town; and even at my vast distance and in my single moment of perception I could tell that the bobbing heads and flailing arms were alien and aberrant in a way scarcely to be expressed or consciously formulated.

And this is what I mean when I say that Lovecraft succeeds at the level of the image. And it's worth asking but how does Lovecraft keep this sequence from degenerating into absurdity. Cause it's going to 11. There’s willing the suspension of disbelief, but that can be broken. And, while you are reading, the instant you think, “Well, this is a bit much” the spell evaporates

He does it in two ways -- First he's very specific.

Drawing inside the hall of my deserted shelter, I once more consulted the grocery boy's map with the aid of the flashlight. The immediate problem was how to reach the ancient railway; and I now saw that the safest course was ahead to Babson Street; then west to Lafayette--there edging around but not crossing an open space homologous to the one I had traversed--and subsequently back northward and westward in a zigzagging line through Lafayette, Bates, Adam, and Bank streets--the latter skirting the river gorge--to the abandoned and dilapidated station I had seen from my window.

He’s described everything about the town, including the layout, with such precision, that it seems real. In fact, in part III he goes for this walk through the town to get to Zadok, and it seems to be a bit pointless. Like how much atmosphere are you going to hit a guy over the head within one story. But now it all pays off because the time he spent on description seems to ground the place so he can be more over the top and not lose you.

The second way is that the protagonist is arguing against what he’s telling you the whole time. He doesn’t want to believe it.

Later, as he eludes his pursuers, we get this:

Something was coming along that road, and I must lie low till its passage and vanishment in the distance. Thank heaven these creatures employed no dogs for tracking--though perhaps that would have been impossible amidst the omnipresent regional odour. Crouched in the bushes of that sandy cleft I felt reasonably safe, even though I knew the searchers would have to cross the track in front of me not much more than a hundred yards away. I would be able to see them, but they could not, except by a malign miracle, see me.

And then as they approach he doesn’t look at first. As he retells it, he tries to find any way it might be a dream — because he doesn’t want to remember this as true.

Can it be possible that this planet has actually spawned such things; that human eyes have truly seen, as objective flesh, what man has hitherto known only in febrile phantasy and tenuous legend?

And yet I saw them in a limitless stream—flopping, hopping, croaking, bleating—surging inhumanly through the spectral moonlight in a grotesque, malignant saraband of fantastic nightmare. And some of them had tall tiaras of that nameless whitish-gold metal . . . and some were strangely robed . . . and one, who led the way, was clad in a ghoulishly humped black coat and striped trousers, and had a man’s felt hat perched on the shapeless thing that answered for a head. . . .

And then he faints dead away.

So up until now, I think it’s been a good, but not great story. It’s very well-crafted. Sure, it’s written in a style that’s a bit wordy for today’s taste, but it’s very solid. But it's, you know, a story that you could read as a cautionary tale about getting on creepy buses.

The Inner Twist

But Part V is where it becomes unforgettable. That's where we hit the twist, the WRENCHING in the internal story. What, is the internal story here? It's easy to miss because up to this point it's only had one beat.

And it was all the way back in Part One. Some 22,000 words ago. He’s coming of age. And he’s researching the family history. He wants to know who he is and become who he is supposed to be. And holy shit does he find out. Because this is, for all the Eldrich and Cosmic horror, A COMING OF AGE STORY. He tells us in the first sentence and we totally miss it. But this coming of age is what makes this so terrifying.

So he escapes Innsmouth, and, sometime later, having put the whole thing from his mind, goes to visit relatives who have some of his great-grandmother’s jewelry. And the first piece out of the box is one of those strange and creepy Innsmouth tiaras. Then he puts the pieces together.

My great-grandmother had been a Marsh of unknown source whose husband lived in Arkham—and did not old Zadok say that the daughter of Obed Marsh by a monstrous mother was married to an Arkham man through a trick? What was it the ancient toper had muttered about the likeness of my eyes to Captain Obed’s? In Arkham, too, the curator had told me I had the true Marsh eyes. Was Obed Marsh my own great-great-grandfather? Who—or what—then, was my great-great-grandmother? But perhaps this was all madness.

And that's when the dreams start.

One night I had a frightful dream in which I met my grandmother under the sea. She lived in a phosphorescent palace of many terraces, with gardens of strange leprous corals and grotesque brachiate efflorescences, and welcomed me with a warmth that may have been sardonic. She had changed—as those who take to the water change—and told me she had never died. Instead, she had gone to a spot her dead son had learned about, and had leaped to a realm whose wonders—destined for him as well—he had spurned with a smoking pistol. This was to be my realm, too—I could not escape it. I would never die, but would live with those who had lived since before man ever walked the earth.

He contemplates suicide, but decides against it and embraces his destiny, fully coming of age in the end.

No, I shall not shoot myself—I cannot be made to shoot myself!

I shall plan my cousin’s escape from that Canton madhouse, and together we shall go to marvel-shadowed Innsmouth. We shall swim out to that brooding reef in the sea and dive down through black abysses to Cyclopean and many-columned Y’ha-nthlei, and in that lair of the Deep Ones we shall dwell amidst wonder and glory for ever.

So let’s break this down.

This is a story circle. Lots of people have talked about these. I think it started with Campbell and the Hero's journey. And this one is the Hero's journey through the lens of the Magnificent Dan Harmon. There’s a link to Dan's explanation of it in the description. Don’t worry about the particulars right now -- just watch how it fits. He needs to know who he is. He goes to Innsmouth and searches out the truth. And he finds it, even though he doesn't completely understand it when he does. Then he must struggle to escape. He returns to the real world. Gets a job in Insurance (as boring and real-world as it can be.) But he’s changed by the experience. An utterly horrifying way.

So the external story is a thriller. The character goes through life and death struggle. But in the last bit something crazy happens. Oh, he becomes who he really is, but that means that who he thought he was has to die. This is always the case with coming of age stories, but it’s powerfully horrifying here because the human part of him is what dies. The story splits as the thing inside him takes over.

I mean wow! This is amazing. It’s an inversion of the traditional coming of age plot. Because we as readers never notice that the character’s weaker, less capable, less mature self is dying. But when the character’s weaker self is his or her humanity!?!

Woof. That’s intense. That’s blasphemous. That’s a great horror story.

We have met the monster and it is us.

Protip: Watch the video for outtakes of me reading some impossibly large Lovecraftian words