“Say, who the heck is Shanghai Lil?” asks one platinum-haired lady of the night in Warner Brothers’s 1933 musical film, Footlight Parade. Well may she, and also we, ask that question then and today. Even when Lil appears, it is not at all clear just who she is. She is an elusive yet ever-present character, almost a narrative trope, one that crystallizes the essence of the attraction and repulsion of treaty-port era Shanghai (1843–1943) and beyond to the present day. This can be seen from such films as Josef von Sternberg’s Shanghai Express (1932, where the named character first appears) and The Shanghai Gesture (1941), and perhaps all the way to Ang Lee’s Lust, Caution (2007). Lil is a shape-shifter – ambiguities of ethnicity, persona, and even gender pursue her – and an icon of recontextualization made for intertextual studies. She always appears in a dramatic, and usually musical frame, and here I look at and consider three of her numerous incarnations which involve the narrative intersections of words, music, and the moving image: Dao Hua in Reinhold Glière’s socialist-realistic ballet, Kransnii mak (The Red Poppy, 1927 ), especially in the abridged version filmed for Czechoslovak television in 1955; Lil in Footlight Parade; and her completely rectified persona, Fang Haizhen, in the 1964/1973 Chinese ‘revolutionary Peking opera’, On the Docks (Haigang).