In my essay I note how the repressed fears regarding race and gender partly account for the dis-ease films noirs are famous for. Feminists have focused on this dis-ease in regard to women returning from the war (Harvey, in Kaplan (ed.), 1978). But the dis-ease was equally to do with the race issues that had emerged as a result of World War II. It was harder to deny racism after the revelation that black and white Gls had segregated quarters when in Europe; as well, the Nazis had embarrassing support among Germans in the US. Thus, race disturbance surfaced in oblique but still dramatic ways in films noirs. During the war, as during the Depression (see John Stahl’s 1934 novel Imitation of Life), some black women still served as baby-minders and house cleaners for the white women who made up the majority working in factories and making war weapons. However, as Julia Reichert has documented in her film War Maids, and as Lucy Fischer has noted (Fischer, 1990), World War I! at least opened up possibilities for black women to join white women in the factories. The changing roles of white and black women provided a kind of double threat to male culture in the post-war period.