"Shanghai Surprise" is a 1986 British adventure comedy film directed by Jim Goddard and starring then-newlyweds Sean Penn and Madonna. It was produced by George Harrison's HandMade Films and distributed by Metro-Goldwyn-Mayer. Harrison himself appeared as a night club singer, and also recorded several songs for the film's soundtrack, including the song "Breath Away from Heaven", which was re-recorded and released on his album Cloud Nine along with the song "Someplace Else", also used in the film.

Glendon Wasey (Sean Penn) is a sleazy, down-on-his-luck con man struggling to sell glow-in-the-dark neckties in Shanghai. When he encounters the lovely Gloria Tatlock (Madonna), a missionary nurse who wants to obtain a supply of opium to ease the suffering of her patients, he decides to help her get hold of a stolen supply of the valuable drug. The only problem is that a lot of other people want to secure the stolen opium as well—gangsters, smugglers, thugs and a host of dangerous lowlifes.

The Atlanta Journal-Constitution reported in October, 1986, "The movie opened so poorly in its first wave of playdates (late August in the Northeast and Midwest) that MGM has made severe cuts in its marketing budget. One MGM exec was quoted in the trades as saying this was necessary because 'the interest in the film has been non-existent.'" The film received overwhelming negative reviews.

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