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The narrator, Robert Olmstead (never mentioned by name in the story, but identified in the surviving notes), a native of Ohio, celebrates his coming of age in 1927 by undertaking a tour of New England —“sightseeing, antiquarian, and genealogical”—and, finding that the train fare from Newburyport to Arkham (whence his family derives) is higher than he would like, is grudgingly told by a ticket agent of a bus that makes the trip by way of a seedy coastal town called Innsmouth. The place does not appear on most maps, and many odd rumors are whispered about it. Innsmouth was a flourishing seaport until 1846, when an epidemic of some sort killed over half its citizens. People believe it may have had something to do with the voyages of Captain Obed Marsh, who sailed extensively in China and the South Seas and somehow acquired vast sums in gold and jewels. Now the Marsh refinery is just about the only business of importance in Innsmouth aside from fishing off the shore near Devil’s Reef, where fish are always unusually abundant. All the townspeople seem to have repulsive deformities or traits—collectively termed “the Innsmouth look”—and are studiously avoided by the neighboring communities.

This account piques Olmstead’s interest as an antiquarian, and he decides to spend at least a day in Innsmouth, planning to catch a bus in the morning and leaving for Arkham in the evening. He goes to the Newburyport Historical Society and is fascinated by a tiara that came from Innsmouth: “It was as if the workmanship were that of another planet.” Going to Innsmouth on a seedy bus run by Joe Sargent, whose hairlessness, fishy odor, and never-blinking eyes provoke his loathing, Olmstead begins exploration, aided by directions and a map supplied by a normal-looking young man who works in a grocery store. All around he sees signs of both physical and moral decay from a once distinguished level. The atmosphere begins to oppress him, and he thinks about leaving the town early; but then he catches sight of a nonagenarian named Zadok Allen who, he has been told, is a fount of knowledge about the history of Innsmouth. Olmstead has a chat with Zadok, loosening his tongue with bootleg whiskey.

Zadok tells him a wild story about alien creatures, half fish and half frog, whom Obed Marsh had encountered in the South Seas. Zadok maintains that Obed struck up an agreement with these creatures: they would provide him with bountiful gold and fish in exchange for human sacrifices. This arrangement works for a while, until the fish-frogs seek to mate with humans. This provokes a violent uproar in the town in 1846: many citizens die and the remainder are forced to take the Oath of Dagon, professing loyalty to the hybrid entities. There is, however, a compensating benefit of a sort. The offspring of the fish-frogs and humans acquire a kind of immortality: they undergo a physical change (acquiring “the Innsmouth look”), gaining many of the properties of the aliens, and then they take to the sea and live in vast underwater cities for millennia.

Scarcely knowing what to make of this bizarre tale and alarmed at Zadok’s maniacal plea that he leave the town at once because they have been seen talk

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ing, Olmstead attempts to catch the evening bus out of Innsmouth. But the bus has suffered inexplicable engine trouble and cannot be repaired until the next day; he will have to stay at the seedy Gilman House, the only hotel in town. Reluctantly checking in, he feels ever-growing intimations of horror and menace as he hears anomalous voices outside his room and other strange noises. He finally realizes his peril when the doorknob is tried from the outside. He attempts to leave the hotel and escape town but is almost overwhelmed at both the number and the loathsomeness of his hybrid pursuers.

Olmstead does manage to escape, but his tale is not over. After a much-needed rest, he continues to pursue genealogical research and finds appalling evidence that he may be directly related to the Marsh family. He learns of a cousin locked in a madhouse in Canton and an uncle who committed suicide because he learned something nameless about himself. Strange dreams of swimming underwater begin to afflict him, and gradually he breaks down. Then one morning he discerns that he has acquired “the Innsmouth look.” He considers suicide, but “certain dreams deterred me.” Later he comes to his decision: “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.”

The writing of the story came at a time when HPL’s spirits were at a low ebb because of the nearly simultaneous rejection, in the summer of 1931, of At the Mountains of Madnessby WTand of a collection of his stories by Putnam’s. He reports that his revisiting, in the fall of 1931, of the decaying seaport of Newburyport, Mass, (which he had first seen in 1923), led him to conduct a sort of “laboratory experimentation” ( SL3.435) to see which style or manner was best suited to the theme. Four drafts (whether complete or not is not clear) were written and discarded (HPL to Donald Wandrei, [November 27, 1931]; ms., JHL), and finally HPL simply wrote the story in his accustomed manner. He was, however, profoundly dissatisfied with it. A week after finishing it, he wrote to Derleth: “I don’t think the experimenting came to very much. The result, 68 pages long, has all the defects I deplore—especially in point of style, where hackneyed phrases & rhythms have crept in despite all precautions. Use of any other style was like working in a foreign language—hence I was left high & dry. …No—I don’t intend to offer ‘The Shadow over Innsmouth’ for publication, for it would stand no chance of acceptance” (HPL to August Derleth, December 10, 1931; ms., SHSW). Will Murray has conjectured that the story may have been written at least in part with Strange Tales in mind. Strange Talespaid better than WT,but it sought stories with more of an “action” slant; hence the inclusion of Olmstead’s pursuit by the Innsmouth entities. Although HPL prepared a typescript of the story and circulated it among his colleagues, he did not submit it to Strange Tales or anywhere else. August Derleth submitted the story without HPL’s knowledge to WTin early 1933; but Farnsworth Wright rejected it: “I have read Lovecraft’s story, THE SHADOW OVER INNSMOUTH, and must confess that it fascinates me. But I don’t know just what I can do with it. It is hard to break a story of this kind into two parts, and it is too long to run complete in one part” (Farnsworth

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Wright to August Derleth, January 17, 1933; ms., SHSW). HPL eventually found out about this surreptitious submission, for by 1934 he is speaking of its rejection by Wright (HPL to F.Lee Baldwin, August 21, 1934; ms., JHL).

At length HPL agreed to let William L.Crawford publish the story as a book (although previously Crawford had conceived of various other plans for the tale—submitting it to Astounding Stories; publishing it in one of his semi-professional magazines, Unusual Storiesor Marvel Tales;publishing it as a book together with At the Mountains of Madness). The book was published in November 1936 (although the copyright page gives the date of publication as April) and contained so many errors that an errata sheet had to be prepared. Numerous extant copies bear corrections in pencil by HPL. It features four interior illustrations and a dust jacket illustration by Frank Utpatel. About 400 copies were printed; 200 of these were bound, the others later being destroyed. It is the only book of HPL’s fiction published and distributed in his lifetime.