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Shortly before the start of World War II, the German High Command began a secret investigation into the powers of the supernatural ... Ancient legends told of a race of warriors who used neither weapons or shields, whose superhuman power came from within the Earth itself. As Germany prepared for war, the SS secretly recruited a group of scientists to create an invincible soldier. It is known that the bodies of soldiers killed in battle were returned to a secret laboratory near Koblenz, where they were used in a variety of experiments ... It was rumored that toward the end of the war, Allied forces met German squads that fought without weapons, killing only with their bare hands. No one knows who they were, or what became of them, but one thing is for certain: of all the SS units, there was only one that the Allies never captured a single member of.

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After that brief, A&E style history lesson, our movie proper begins when a local fisherman finds a small boat, adrift on the open sea. Finding only one occupant, a woman, slipping in and out of shock, the fisherman brings her aboard and asks how she came to be in such a predicament. Slowly, the obviously traumatized women (Brooke Adams) comes around. She tries to talk but ... uh-oh, flashback:

Our survivor, Rose, is back in the water, only this time she's having a relaxing swim. One of four passengers booked on the Bonaventure, a small chartered cabin-cruiser that has, for the second time in as many days, developed engine trouble, Rose took the opportunity for a dip while waiting out the repairs. On board, the curmudgeonly Captain Ben (John Carradine -- who doesn’t look so hot --) gives his first mate, Keith (Luke Haplin -- who bears an uncanny resemblance with John Schneider. I don’t know, he just has that Bo Duke glow --), all kinds of hell on his mechanical and navigational abilities. But as the engine begrudgingly groans back to life, unbeknownst to our pleasure cruisers, something sinister is afoot beneath the waves several leagues away. (How do we know? Well, the ominous music is a big, big clue...) Nearby, see, a half-sunken freighter lurks; and judging by all the rust, it appears to have been there awhile ... And if you listen close, somewhere below the waterline, you can hear some kind of pounding ... Almost as if something was stuck inside, something trying to get out...

For the F/X and monster make-up, the production turned to fellow Florida filmmaker, Alan Ormsby, who by then was an old hat at making zombies, having Dead of Night a/k/a Deathdream and Children Shouldn't Play with Dead Things already under his belt -- both low-budget but still effective creepers that Ormsby brought to life with then partner, Bob Clark. Now, I know over the years that Clark has gotten most of the credit for what went right in these early collaborations, while Ormsby took the grief for the shortcomings. But judging by their later solo efforts (-- Baby Geniuses, anyone?), perhaps folks need to rethink this theorem a bit and finally give Ormsby his just due.

Filming commenced for 35 days in and around Coral Gables and Palm Beach, and once it was in the can, a distributor was found in Joseph Brenner, whose company handled the likes of Cheri Cafaro's Ginger trilogy and several Italian imports. And when you combine the tropical setting, the zombified antagonists, and the pulsing, Riz Ortalini-esque electronic score, there is a definite Zombi vibe coming off this thing -- just not quite as gory and without the eyeball trauma. But, we're getting ahead of ourselves again as we get back onboard the Bonaventure, just before the afternoon sky suddenly shifts to the deadly shade of an Orange Fizz, causing the radio and compass to go on the fritz (-- methinks they’re in the Bermuda Triangle, although this is never confirmed). Here, Captain Ben states the obvious, telling Keith to get them the hell out of there ... Later, once clear of the ethereal light show, we finally get around to meeting the rest of the passengers when they gather in the galley. And while waiting for Dobbs (Ben Stout), the ship's cook, to bring out the food, Norman (Buck Henry clone Jack Davidson) complains to Ben about the rickety condition of his boat and, coupled with all the strange goings on, demands they return to port immediately before they inevitably sink. Between rants, Norman's wife, Beverly (DJ Sidney), rolls her eyes in a long-suffering fashion; and when Ben snaps back, asking what a used car salesman would know about boats, Norman's assholiness is firmly entrenched, meaning he probably won't make it past the second reel. Also of note, on top of all the mechanical problems and strange weather phenomenon they've encountered, Dobbs has been filling these land-lubber's heads with tales of ghost ships and sea monsters. Asked by Chuck (Fred Buck) if he believes in such things, Captain Ben vehemently states Dobbs is full of [expletive deleted]. With that, after the old salt excuses himself, when Norman suggests a mutiny the others just laugh him off.

Later that evening, while everyone else sleeps, Rose visits Keith on the bridge, where he admits that for all intents and purposes they’re hopelessly lost; and since all of their electronic equipment is no longer working, namely the compass, this situation is unlikely to remedy itself any time soon. And if that wasn't dire enough, a large, ghostly freighter suddenly appears out of the darkness and scrapes the side the boat. This violent jarring wakes everyone else up, but by the time they get topside the phantom freighter has disappeared, explaining why Captain Ben doesn’t believe Keith's report and accuses him of being asleep at the wheel and running them aground. Shooting off a flare to asses the damage, it illuminates the half-sunken derelict off the starboard bow. (Or maybe the portside? I’m from Nebraska, What do I know about boats?) That couldn’t be the boat that hit them? Could it?

When day breaks, the others find that Captain Ben has disappeared, as all they can find are his discarded clothes. (Which means, wherever he is, John Carradine is buck-ass naked.) And as the rest of the crew checks for damage, they discover that the boat is indeed stuck on a reef. Worse yet, the bottom has split open -- so when the tide comes in, the boat will sink. With no other recourse, the decision is made to abandon ship and start ferrying the passengers over to the nearest island, and thus, while bringing the last load over, the unlucky passengers spot the Captain, drowned, through the glass porthole in the bottom of the dinghy.

Meanwhile, in that rusted-out derelict, something has finally broken out of the hold and is now moving freely about on the ocean floor ... Back in the hotel, as the hidden German asks a few more cryptic questions, the confused castaways explain their presence. And when Keith mentions that they hit a derelict freighter, the mystery man (Peter Cushing) finally reveals himself and asks the name of the ship. Told it was was the Proto-something, when the German verifies it was The Praetorious, he quickly disappears into the shadows again. Unable to find him, and after having a long and taxing day, the stranded boaters pick out rooms and settle in for the night.

The next morning, as a dozen-or-so ghastly creatures garbed in Nazi uniforms arise from the water and start heading ashore (-- and we’ll be referring to them from here on out as the Aqua-Nazis), Keith sends Dobbs back to the wreck for some supplies. Making his way to the beach through the chest-deep lagoon, the cook soon realizes he is not alone as the deathly silent Aqua-Nazis have him surrounded and quickly move in for the kill, herding him into a cache of deadly sea urchins. (It’s kinda like diving headfirst into a nest of water moccasins.) Back at the hotel, Keith spots the old German and corners him. Told they all must leave immediately, and that the German even has a small boat that they can use to escape, Keith is more than happy to leave. But before he goes, the German warns him to be extremely careful because there is grave danger on this island. More specifically, there is danger in the water.

Alas, this warning comes too late as Rose goes for another swim and bumps into Dobb’s corpse ... After Chuck and Keith drag it ashore, they find a torn SS insignia clutched in the dead man's hand. And while Norman thinks the old German is responsible, Keith thinks maybe they should ask them -- as he points to two Aqua-Nazis off in the distance, who quietly disappear beneath the water. Completely weirded out, and wanting some answers, the men confront the old German, who is angry because they haven’t left the island yet, and who now fears it may be too late -- for everybody ... Admitting that he killed Dobbs, albeit indirectly, the German explains that he was in charge of the top-secret operation to create a Nazi super-soldier, where they experimented on hoodlums, thugs, and murderers, turning them into monsters. Not dead -- but not alive either, and eventually engineered a perfect batch of specimens that was impervious to heat and cold. Calling them the Toten Korps (-- translated as the Death Corps), the SS tried to use their creation in battle but they couldn’t be controlled and turned on their masters, eventually killing everybody. By the time that disaster was cleaned up, the war wasn't going well for Germany, so our Mad Scientist took the last batch of deviants, engineered to breath underwater to the be the ultimate U-boat sailors, and escaped on the Praetorious. But when word came that the war was over and Germany lost, fearing his creation would go haywire again, the order was given to scuttle the ship, sending his cadre to the bottom of the ocean. He then took up exile on the deserted island to watch, just in case, but he honestly thought he’d destroyed them. He was wrong.

When the interlopers don’t believe this wild tale, he pulls a pistol and gives them two choices: get off the island, or he will shoot them himself. Taking his threat seriously, as the others go to search for the pormised boat, the old German seeks out and finds his old squad of Aqua-Nazis, who ignore his calls and disappear into the water. Undaunted, his search continues until he stops to rest, bending over to take a drink out of a stream, and spots, too late, one of his creations just below the water’s surface. (Nice knowing you, Scary German Guy.)

Ahead of him, the others make it back to dry land but apparently got separated. And as Rose tries to calm a frantic Norman down, who desperately wants to know if his wife is safe, they decide to head back to the hotel. (Okay, so maybe old Norman isn't such an asshole after all. And I'm truly amazed he's lasted this long.) But in his panicky state, Norman leaves Rose well, well behind in his wake. Soon out of sight, she calls for him to wait up, but he can’t hear her anymore. (Yep, they got him.)

When the others reach the hotel (-- and for the record, Chuck and Beverly found Norman’s body), they decide to hole up in the kitchen's walk-in freezer. Although Chuck isn’t too keen on the idea, Keith rounds him up to join the others, just as the water-logged bad guys start sloshing into the hotel, looking for them. Once sealed inside the vault (-- and let’s give them a little credit for fixing the door so it locks from the inside), Chuck proceeds to go bonkers in the enclosed space as his acute claustrophobia gets the better of him. Begging to be let out, Keith won’t do it until Chuck threatens to shoot him with the flare gun. Letting him out, when the crazed Chuck also demands their only flashlight, Keith refuses and quickly slams the door shut. But Chuck manages to get his arm caught in the crack before it shuts -- the same arm, attached to the hand, that's holding the flare gun, that inevitably fires into the enclosed freezer. When the flare's fire and smoke drives everyone out, Chuck steals the coveted flashlight and runs away. Blinded by the flare-gun flash, Beverly stumbles off into the darkness, alone, while Keith and Rose head deeper into the hotel's basement. Chuck, meanwhile, manages to make his way outside, and even with the flashlight, he loses his way and falls into the pool -- where several Aqua-Nazis wait. He puts up a good fight, and almost manages to climb out, but is ultimately dragged back under the water.

Thus endeth the flashback.

Despite using almost every horror cliché known to man, Shock Waves still manages to be a moderately effective thriller. The first time I saw this, at the ripe-old age of ten, I recall being totally creeped out by all the scenes of people waist deep in water, and with the slight pan of the camera, reveal a submerged Aqua-Nazi not two-feet away from the unsuspecting victim. But its the Toten Korps initial assault on the island that provides the film's eeriest scene. Check it out:

The rest of the cast is just as solid -- and not a single one of them screams out KILL ME! (Even Norman turns into an okay guy.) After a solid career in TV, this was Brooke Adams' first feature film; and the very next year she would help bring about another pisser of an ending with Philip Kaufmann's remake of Invasion of the Body Snatchers. And apart from being cognizant of their association with horror movies, and a desire to cash in on the same, none of the production crew were truly aware of the long and storied career of their veterans, Carradine and Cushing. (One notable exception being the production's still photographer, and future sleaze merchant, Fred Olen Ray). A tale of two extremes, Cushing is great, as always, and brings a lot of gravitas to the small but vital role, but Carradine comes off as overly surly, and acts like he really doesn’t want to be there -- and at his age, I really can’t blame him. A little Carradine never hurt anything in my book, but it pains me to watch him in some of his later roles.

Aside from landing a couple a bankable stars, the production's biggest coup was securing the use of the old Biltmore Hotel, an old luxury resort, which had hosted the likes of Bing Crosby, Judy Garland, Al Capone and FDR before it was converted to a hospital when World War II broke out; and it remained a veteran's facility until 1968, when it was shut down and sold off to the city of Coral Cables. And there it sat, empty and unoccupied, until Wiederhorn and Trane managed to coax the city fathers into letting them film for a few days -- and the pool that is so prominently featured in a couple of attacks, Would you believe a fella named Johnny Weissmuller used to give swimming lessons in there? After that, the property remained dormant until a massive restoration in the mid-1980s saw the Biltmore returned to its original grandeur.

As for Trane and Wiederhorn, the former got out of the business and took up a career in boat building after their next feature, King Frat: an obnoxious Animal House knock-off that has its moments of genuine hilarity. Wiederhorn, meanwhile, stayed in the game, turning out the effective thriller, Eyes of Stranger, before flaming out with Return of the Living Dead II.

If I have one gripe about their inaugural film, its roots are in the script, specifically in regards to the mad science department. Seriously ... Why do these kooks always experiment on malcontents and murderers? And why are they then always surprised when these malcontents and murderers act antisocially after they’ve been transformed into the monster? (Seems like a complete no-brainer to me.) And not to go all Ebert on all of you, But if the monster is based in the water, Why do the people keep going back into the water!?!

Despite these few quibbles, and the fact that I honestly believe my youthful first impression is shadowing my favorable opinion on this flick, I still deem Shock Waves an offbeat and creepy afternooner that is just begging to be wasted.