As a beautiful beast of an old car rumbles up to a military checkpoint in the first moments of Christian Petzold’s Phoenix (2014), the viewer is enshrouded in a palpably tense scene—almost suffocating with its auguries of dread. A soldier halts the car to check the occupants’ papers, and two women (presumably) come into frame—the driver, a fiercely beautiful and stoic woman, cautiously surrenders her papers to the English-speaking guard, relentlessly holding her tentative glare as the man inquires about her luxurious car. As she explains that the car “survived in Switzerland…just like me,” her peculiar passenger, slightly eclipsed by her clenched-jaw profile, squirms and comes more into the camera’s focus. Swathed in a heavy, military-grade blanket, the passenger is remarkable in her peculiarity—the passenger’s face is bandaged excessively, obfuscating the features entirely, and the bandages are stained with blood perforating from an imagined wound. The passenger’s spellbinding grotesqueness is augmented by the macabre veil, and the dubious guard articulates the viewer’s morbid fascination as he snarls, “let me see her face!” As the women steps out of her car to explain the bizarre situation, the viewer is left disoriented, focusing partially on the dialogue, but unable to cease morbid fixation on the outlandishness of the bandaged passenger. As the guard ushers the car through the checkpoint, the camera pulls back, and a somber yet plucky upright bass plays a drawling rendition of “Speak Low.”

This bare-bones version of the 1943 Ogden Nash hit song is masterfully implanted—it both undercuts the speculative intensity of the opening scene with sloping, drooping melancholy and establishes a sort of eerily ambivalent mood that carries throughout the fascinating unfurling of the film. More interestingly, the song is the first signal to the complexly rich noir aesthetic that elevates Phoenix from a haunting film to a transcendent, noir masterpiece.

“Speak Low” at first seems innocuous, another melancholic ballad that functions as part of the musical pastiche of the film. But as the film progresses, “Speak Low” becomes ever more prominent, and its poignant importance is slowly revealed as the identity of the bandaged passenger is unraveled. The song functions as “The Long Goodbye” does in the 1973 Robert Altman-helmed noir revamp The Long Goodbye. Each song, in each film, is used to deftly interweave and augment the pulsating suspicion and intrigue imbedded in each story. Specific music is no longer a backdrop or set piece used for emphasis—it instead becomes an omnipresent character, just as enigmatic as the actual characters, blurring comprehension between diegetic and non-diegetic sound in the process. “Speak Low” permeates the film’s soundtrack, creeps along abandoned streets in a passerby’s fractured whistle or hum, and is eventually revealed to be the crucial element to the bandaged passenger’s identity.

This musical intrigue is befitting the atmospheric tension that courses throughout Phoenix, and serves to embellish the noir-esque desires and ruefulness of the leading women. Shortly after the opening scene, the bandaged passenger is literally and figuratively revealed to be someone known as Nelly (the utterly electric Nina Hoss), a Jewish woman who has miraculously survived Auschwitz to audaciously return to Berlin to undergo facial reconstruction after suffering a gunshot wound. Nelly is in the charge of Lene (the stoically riveting Nina Kunzendorf), who tries to uplift and distract Nelly after the colossal disappointment that the doctor is unable to restore her face to its original. It is apparent, though, in interactions between the two women, particularly in the cravenness that imbues Lene’s demeanor towards Nelly, that there is unuttered yearning, a silent desire that is intensified by the mystery that encircles Nelly. Subdued but scorching, Lene’s opining for Nelly is accentuated by her hints at the musical talent Nelly once possessed. Lene speaks of choirs, of the rhapsodies Nelly once performed, her eyes alive with the vitality she hopes Nelly will recapture. There are allusions to songs, particularly one, unnamed, that defined Nelly’s vocal career, and characterized her essence as a performer. The unnamed song lurks and looms, just like the mystery clouding Nelly, and it is here that “Speak Low” begins to play again (only non-diegetically at this juncture). Despite the glimmer in her eye, Nelly’s fixations are elsewhere: distraught over her reconstructed face, she admits that she must have as much verisimilitude to her former visage so she can return to her husband, Johnny.

The moment Johnny’s name is spoken it is clear it is anathema—Lene responds with such delicate repulsion that his vileness is presumed before his deeds are enumerated. During the war, Johnny sold his wife and several other Jewish women out to Nazis to protect himself, Lene intimates, imploring her friend to not seek him out as she so ardently wishes. Lene pushes her other passions—music, the choir, finding her voice—but Nelly rebukes all, associating them with a Jewishness that she has repudiated after the war. Lene reveals that Johnny believes his wife to be dead and is plotting to get her money by any means necessary. And yet, even when this information is divulged—in a particularly pitiful moment in which Nelly can only focus on the fact that Lene has caught a glimpse of her husband, blatantly ignoring the disturbing revelations about his character—Nelly is desperately enraptured. Johnny’s presence haunts the film’s narrative just as “Swing Low” does—it creeps in, laden with auguries of curiosity and dread, and slowly rips apart the fabric of the lives of the characters. More profoundly, the silencing impact that Johnny has over Nelly and those close to her radiates in the mysteriousness swirling around the musical motif—why must Nelly abnegate music, what stirring or dampening can one man possibly have?

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The relationships in the film violently unravel as Nelly’s fixation with Johnny complicates. Phoenix is perhaps most masterful in reimagining the quintessential triangulated desire schema that is inherent to many noirs, but with devastating complexity and a gloomy tautness as somber as the opening notes of “Swing Low.” Rather than the drearily patriarchal triangulation of so many classic noirs that cast a femme fatale in the snares of a decent man (who turns to crime for lust’s sake) and a brooding criminal (or simply just metonymic crime), Phoenix positions Nelly as not only a woman swathed in mystery, but also a pure martyr. Lene emerges as her steadfast, pining confidant, who struggles to keep her away from the certainly unavoidable ruination that will come from pursuing Johnny, an emblem of evil, corruption, and the soullessness that perpetuated the atrocities in wartime Germany. Their dynamic pivots on Lene’s desire for and loyalty to Nelly, as well as her ineffable yearning to have Nelly feel for her the way Nelly does for a man who cares nothing for her. This complex desire and schema of mimetics hinges, too, on music. Nelly is lured into Johnny’s world via his nightclub, and presumably their past relationship intermingled with performance. Lene seeks to draw Nelly back to her—and to sensibility—by forcing her to repossess her talent. When Nelly confronts Johnny, only to realize he does not recognize her, she involves herself in Johnny’s sickening plot, which confirms Lene’s story. Johnny wants to use Nelly (who changes her name to Esther) to pretend to be herself so he can get the money from her estate. Lene is eviscerated by Nelly’s obsession with Johnny and her own tragic unrequitedness, and kills herself, the burden of her grief and the grief and longing she possesses for (and on behalf of) Nelly consuming her. Her death is a moment in which all music is exsanguinated from the film, the mystery dizzyingly unhinges and spirals, and Nelly’s intention comes acutely into question.

As the film reaches its denouement, and Nelly has plummeted further and further into the rabbit hole of Johnny’s scheme, implicitly accepting the abuse and callousness he enacted upon her, the viewer has developed an insurmountable skepticism for the mettle of Nelly’s character. Why subject her friend to such anguish, why allow herself to be the object of such torment, why indulge a man who clearly despises the ghost of who she was to allow him to get her money? The gnawing questions are resolved in the final moments of the film, as “Swing Low,” which has been scuttling through the film’s narrative, reemerges with beautiful violence. At a dinner party with friends from Nelly and Johnny’s former life—the ultimate test of Esther’s masquerade—Nelly begins to ruefully but powerfully sing “Swing Low,” gaining victorious momentum as she sees the realization dawning on Johnny’s face. It is this moment that the brilliance of Phoenix’s reconception of noir’s triangulated desire culminates—Nelly is not an object, nor does she fully renounce the affections of her friend (albeit postmortem). Her rechanneling and repossessing “Swing Low,” a song that functions throughout the film to hint at dread and suspicion, but also looming power and reclamation of selfhood, signals the triumph of the film. Nelly has manifested her own path, her own autonomy, her own music—she salvages herself in every dreary plot she is cast.