Unsung Side Characters: Scorsese Series #3: Illeana Douglas as Lori Davis in “Cape Fear” (1991)

Colin Asher
9 min readApr 10, 2023

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“We’re not doing anything…yet.”

As effective as Martin Scorsese’s 1991 remake of Cape Fear is, I find the short story of Lori Davis to be more frightening and shattering than the fate of the bumbling Bowden family at the story’s center.

Martin Scorsese gets not enough credit as a creator of characters. It’s more than if you dig Jake La Motta, or Tommy De Vito, or Sam Rothstein, or Ginger McKenna. It has to do with appreciating how he places care on a novelistic element while maintaining a lofty visual style. Scorsese is a better creator of three-dimensional characters than Kubrick, Spielberg, De Palma, and is perhaps only rivaled by Coppola in the best of that director’s work. But Scorsese has created more great characters — both large and small — and he pulls this off largely unnoticed and with something like a Shakespearean ease. It’s about how the characters seem to have lives independent of the film they’re wedged into, which when you’re also dealing with a visually domineering style that could overwhelm all else, seems even more remarkable.

Many of Cape Fear’s main story beats are resuscitated from the 1962 original, but the story of Lori has been altered to the remake’s world of 1991. The original film’s relative character had no connection to protagonist Bowden. But Scorsese and screenwriter Wesley Strick make it personal this time and play a clever reversal of normal horror film conventions. We’ll return to this at the piece’s end.

When we first encounter county clerk Lori Davis (Illeana Douglas) she’s falling on her ass playing racquetball against defense attorney Sam Bowden (Nick Nolte). Yes. Racquetball. That bizarre sport that seems to exist for no reason besides lending preventable injuries to people of business. It’s the same game that Gordon Gekko plays with Bud Fox in Wall Street and look how that stock ended up. Nothing good has ever happened in our around racquetball. Ever. Sam and Lori would’ve been better off skateboarding.

And there’s even a devilishly sly bit of foreshadowing that is overlookable unless you happen to be taking an academic interest in the film. Sam gets up close to Lori and shows her the correct motion:

Sam: You’ve gotta snaaap your wrist on the backhand.

Lori: Usually I like a little music at this point

But then off-court Sam preemptively parries Lori:

Sam: We should stop doing this for a while.

Lori: Doing what? We’re not doing anything…yet. Why, does your wife mind?

Sam: Well my wife doesn’t even know you exist which most certainly is for the best.

“We should stop doing this for a while.” Illeana Douglas as Lori Davis and Nick Nolte as Sam Bowden.

The wife in question is the stately and rather sultry Leigh (Jessica Lange) who’s also wary of Sam and gets jealous whenever he picks up the telephone. They have a fifteen-year-old daughter, Danielle (Juliette Lewis). Throughout the film, Sam’s family generate an awkward brand of comedy as they buzz around him like Southern gnats while he tries to make the responsible decision.

Moments after Sam resists Lori, the two of them are out in the parking lot and Sam decides he does want to play against Lori again.

Lori recovers from her disappointment and in her quick forgiveness flashes a radiant smile to Sam from behind the wheel of her convertible.

Sam: Let’s make it the best out of five.

Lori: Okay well that’s good because today I let you win.

But as they part, someone else in the parking lot has taken notice, the ex-convict Max Cady (Robert De Niro), a former client whom Sam once failed to properly defend. Cady is back on the streets after serving a 14-year rape sentence and he’s taken an interest in Sam to say the least.

When we next encounter Lori twenty minutes later in the film she’s in a bar. It’s the fourth of July and her radiant smile is haloed by a backdrop of red-white-and-blue balloons and pulsing lights. She’s not sitting before Sam, though, she is sitting before none other than Max Cady. By this time the audience has likely forgotten that earlier Max saw Sam with Lori. It seems instead that he’s emerged by an obscure demonic logic in front of this woman of whom Sam is so fond.

“I had no business getting stuck on a guy who was married…”

Lori is consuming alcohol. Max in his fiendish purity is consuming only a bottle of water, Evian. The reason for this is clear: the filmmakers are invoking one of those subconscious horror movie tenets whereby those who would seek to trespass puritanical strictures are in very bad danger.

“You surely did not…”

Illeana Douglas is incredible in this scene. The more fun she’s having and the more unhinged she becomes in her inebriation, the more danger we feel she’s in. And Max Cady is doing very little besides being more vitalistic and charming than any other dude in the weeping willow burg of New Essex, North Carolina. De Niro here is at his grinning best.

The way Douglas plays it, Lori’s elation is even a bit grotesque. She’s happy, blowsy, a bit sweaty as she was in the first scene with Sam. She’s broken and she’s desperate to get laid and moreover she’d just like to be noticed. We can’t blame her. But the horror film gods can. And anyway, the convict Max, with a giant cross tattooed on his back, has been reborn to the ways of the Lord in prison. Not the good Lord. The horror film lord. You know, the same one that four years later would speak directly to Kevin Spacey in Se7en.

But Lori doesn’t know nothin’ bout any of that. She thinks Max is just a corn-pone seducer. A guy in a red shirt who ain’t afraid of doing the thing Sam Bowden is afraid to do. A real man. Max reveals he was in prison. Lori doesn’t mind. She tells Max about Sam and how they were supposed to meet earlier that day: the rat stood me up. And the bravura Douglas is explanatory and exacting in the way only a drunk can be. Then she tells Max a gruesome joke and the viewer really begins to squirm.

We’ve all met a person like Lori in a bar before and Douglas is unbelievably realistic and vivid. She’s so real, in fact — so much realer and more alive than the beautiful, pastel Bowden family — that she’s in grave danger. Things progress.

Scorsese’s camera cranes down violently upon what could be nothing more than a clinically lit sex scene. But we see that tattooed cross with hanging scales of justice writ across Max’s spine and we know a reckoning’s in store for Lori.

Lori’s transgression is not taking Max Cady seriously enough. From bar to bedroom, her good time, her manic laughter is the wave Max travels upon, a shark to his prey, and Scorsese keeps the queasy suspense afloat. Lori doesn’t even stop laughing when Max handcuffs her, and why not, this is the manly fantasy she’s been craving from poor hapless Sam all along.

But then Max snaps Lori’s arm, bites a chunk out of her face, and proceeds to defile her.

“I guess I showed you alright, didn’t I? I guess I really showed you…”

The third and final time we see Lori she’s in the hospital. So is Sam, visiting her.

Has anyone ever been more shatterable on film than Illeana Douglas in Cape Fear? Her wide eyes, long bridged nose, abbreviated chin have a statuary delicacy, the tilt of a visage waiting to be cracked. She seems to have been built to be broken.

This is an immensely powerful scene, hard to look at for its mixture of emotional and physical violence.

Lori with busted arm and bandaged face tries to explain to Sam how she was trying to make him jealous.

Lori: I was gonna show you. I guess I showed you alright, didn’t I? I guess I really showed you…

Douglas has to play bruised, broken, and embarrassed all at the same time. And she makes it not soapy. She rises instead to embody a biblical degradation and sustains it saintlike. It’s the kind of scene that might’ve launched a supporting actor into award territory, but Douglas and her performance seem to have gone entirely unnoticed by award committees at the time, which recognized instead De Niro and Juliette Lewis.

From falling on her ass with Sam in the sterile racquetball cube to resting with bandaged face in the sterile hospital, Lori has suffered the ultimate gamesman’s injury. That same arm that Sam instructed her to “snaaap” on the backhand is now indeed snapped. The filmmakers very slyly primed us for Lori’s shatterability in the racquetball scene which acted as a simulacrum of the intimate danger that was to follow.

And if Sam had just stepped it up.

If Sam had just taken the infidelity that would’ve nourished Lori and might’ve done little to his marriage. Lori needed the affair more than Sam did and her degradation is the symbolic indication of how much it meant to her. Her only twisted victory is that Sam sees her and her desires as more important than he once did. But while Sam finally sees Lori, no one else will. She knows the legal game from the inside. Sam instructs her to testify against Max but Lori knows this will only protract the pain and humiliation. She remains a secret sacrifice.

A note about the visuals:

The gaudy colors of the bar stand in sensual contrast to the racquetball court and the hospital and indeed much of the low-contrast world that the other scenes operate in. The cinematographer Freddie Francis (74 yrs. old at the time of shooting) only worked with Scorsese this once, and was selected over Robert Richardson who would go on to lens many a future Scorsese picture. But this time around, making a remake, Scorsese reportedly wanted to give the film a bit of an old-school look, and this comes out not in the camera movements, which are sweeping and exciting and Scorsese’s signature, but in the film’s lighting and its relationship to the set design, which much of the time has the flat, tame look of the working world in say, a Hitchcock picture. And moreover this look is complemented by the film’s score which is borrowed directly from the earlier film and is composed by the classic Hitchcock collaborator Bernard Herrmann.

Martin Scorsese doesn’t typically use actresses as primary leads more than once. The closest you get is Barbara Hershey in both Boxcar Bertha and Last Temptation; Roseanna Arquette in the Life Lessons short and After Hours; and Emily Mortimer in Shutter Island and Hugo. The megawatt artistic affairs his camera has with his great ladies generally seem pinnacles not to be reproduced. And for what it’s worth, Scorsese has probably the largest, most memorable, most vitalistic array of female characters of any American director from the last fifty years, and the fact that many of them reside in what are exceedingly macho films seems rather extraordinary. Well, to Shakespeare that would make perfect sense, actually.

Illeana Douglas is an overlooked actress. You likely know her face from various films. Her Lori Davis is another of her potent supporting characters, and besides Cape Fear Illeana Douglas, who was apparently in a relationship with Martin Scorsese for eight years, has found her way into six different Scorsese productions, four of which he directed, which to my calculation makes her the actress to have appeared in the most Scorsese films (albeit some fleetingly).

Douglas was an extra in The Last Temptation of Christ;

She appeared in the sublime short film Life Lessons from the omnibus New York Stories as a friend of story lead Rosanna Arquette.

Douglas makes a brief impression in Goodfellas as part of the little squadron of mobsters’ mistresses: “He’s so jealous, if I even look at someone else he’ll kill me.” “Wow, that’s great!”

And in addition she was in the Scorsese-produced indie films, Search and Destroy and Grace of My Heart, the latter in which she starred.

The story of Lori is a phenomenally poignant arc of violence by Scorsese and Co. Lori’s not the cliched horror film siren who bites it early in the film, that’s why she’s not dead — but she’s in a horror film and she wants sex, and with a married man no less, that’s why she’s in trouble. Where Scorsese and his writer Strick veer from the course is that actually, had Sam consummated his desire with Lori, she would still be intact. Or at least we feel this logically. She would’ve met Sam that day instead and she wouldn’t have been buzzing around in that lurid bar like a fly lure for Max Cady to snap up. Lori instead sacrifices herself as the first step in the redemption of the banal Bowden family, who will go through hell in the rest of the picture anyway.

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Colin Asher

I'm writing primarily about film. I'm looking for things to appreciate that may have fallen under the radar. casher707@gmail.com