183. BABY FACE, 1933
- Jay Jacobson
- 15 minutes ago
- 16 min read
A shockwave in Pre-Code cinema that still packs a punch
Sex, adultery, exploitation, suicide, murder — nothing's off-limits in “Baby Face". This unflinching drama helped trigger the strict enforcement of the Motion Picture Production Code (a censoring of Hollywood movies), and nearly a century later, remains as bold, shocking, and riveting as ever. Prepare yourself for a fearlessly unforgettable ride through one of cinema’s most uncompromising classics.
“Baby Face” opens in Erie, Pennsylvania, as a group of factory workers pile into "Nick Powers’" disreputable Prohibition-era speakeasy. "Nick’s" tough, alluring daughter, "Lily", works there too, and takes crap from no one, least of all her father. Their volatile relationship is immediately clear, and we soon learn that "Nick" has been pimping her out to his customers for years. "Lily’s" only solace comes from two people: her best friend, "Chico", a Black woman who also works there; and "Cragg", a thoughtful, well-educated shoemaker and customer who loves philosophy and urges her to leave and make something of herself.
“Cragg” reminds “Lily” that her youth and beauty have power over men, telling her “you must use men, not let them use you. You must be a master, not a slave… Go to some big city where you will find opportunities... Use men to get the things you want!”. That’s just what she does.
She and “Chico” stow away on a train bound for New York City, where the ambitious “Lily” sets out to seize power the only way she knows how — with sex. As she climbs the ranks of the Gotham Trust Company, she leaves behind a wake of shattered hearts, ruined men, and far more — which I’ll let you uncover as you watch the film and its scandalous twists and ruthless surprises. What makes this film so fascinating is that “Lily” isn’t fighting for jewels and furs, but for self-respect. It’s one bold, intoxicating, and at times, jarring ride.
Because “Baby Face” is so morally provocative and sexually charged, it has come to be regarded as one of the defining films of Hollywood’s Pre-Code era. Pre-Code isn’t a genre, but a brief period when Hollywood pushed boundaries with unprecedented boldness. Pre-Code films reflected the turbulent times in which they were made: the social shifts of the 1920s (women winning the vote, finding greater sexual freedom, and entering the workforce); the rise of organized crime under Prohibition; and the deepened poverty and shattered families caused by the Great Depression. Audiences knew desperation, disillusionment, and moral compromise firsthand, which these movies reflected.
With the arrival of sound to cinema in 1927, movies gained realism and tackled sex, violence, corruption, moral ambiguity, and questioned authority and social norms with unprecedented frankness. Gangster films like “The Public Enemy” and “Scarface”, horror hits like “Dracula” and “Frankenstein”, and the brazen sexuality of Mae West and Jean Harlow drew huge audiences, saving studios from bankruptcy — even as civic and religious groups condemned them. Sex was central to many of these films, and as Thomas Doherty notes in his book “Pre-Code Hollywood”, over 80% of the 440 movies released in 1932–33 contained sexual elements. “Baby Face”, with its illicit affairs and sex-for-power theme, was among the most provocative.
"Baby Face" originated with Darryl F. Zanuck. Though best known for being a co-founder of 20th Century Fox, prior to that, Zanuck worked at other studios — including Warner Brothers, where he began as a writer in 1924 and became head of production in 1931. After producing cinema’s first synchronized sound film, 1927’s “The Jazz Singer” (a massive hit and game changer), Zanuck put himself on a risk-taking mission: “From then on, everything had to be a first something” (as quoted in George F. Custen’s book “Twentieth Century's Fox: Darryl F. Zanuck and The Culture of Hollywood”). Zanuck focused on “stories that were timely, that would touch upon subjects important to the public” — like violent crime, justice, poverty, and prostitution. He was largely responsible for creating Warner Brothers' style of gritty realism, helming movies that mirrored society, often giving voice to its outcasts.
After much public pushback, in 1931 Warners agreed to cease making gangster films, so Zanuck focused on sex and wrote the original story for “Baby Face” under the pseudonym Mark Canfield, pushing all boundaries with this one. Gene Markey and Kathryn Scola were hired to help write the script, and Barbara Stanwyck, the film’s star, also offered story and character embellishments. The film was shot in 18 days.
The premise alone of “Baby Face” — a woman unapologetically sleeping with men to work her way to the top — sounded the Motion Production Code's alarm, and even though the Code wasn't yet strictly enforced, it had a heavy hand in this film. Consequently, two versions of “Baby Face” exist, which I’ll talk more about in the TO READ AFTER VIEWING SECTION. You can read more specifics about the Motion Picture Production Code in my post on “Red Dust”. Just click on the film title to open it.
A large factor that makes “Baby Face” so engrossing, is its precise and purposeful direction by Alfred E. Green. His camera acts like a roving eye, moving fluidly to follow characters or action (as in the opening shots of “Nick” and “Lily” in the bar), cutting to closer static shots for emotional weight. Green maintains a brisk, engaging pace, often with striking and unpredictable visuals (like the shift of light outside a window from night to day while “business” takes place in the adjoining bedroom). We never actually see the film’s sex or violence, yet Green’s use of implication through inventive visuals and sound makes it even more powerful (such as when seeing a smiling “Chico” sing “St. Louis Woman” on the train).
At the time of “Baby Face”, California-born Alfred E. Green was already a seasoned director. He began as an actor in 1910 before moving to directing with 1917's "The Princess of Patches". In a career spanning just over 40 years, he directed more than 100 films, including “The Jolson Story” (earning him a Best Director Academy Award nomination), "More Than a Secretary”, “Appointment in Berlin”, “A Thousand and One Nights”, two popular Mary Pickford films (“Through the Back Door" and “Little Lord Fauntleroy”), Bette Davis in seven films (among them “The Girl from 10th Avenue” and her Best Actress winning role in “Dangerous”), and directed George Arliss to a Best Actor Oscar (in “Disraeli”). At the end of his career, Green briefly turned to television, including his final work, directing 48 episodes of "The Millionaire" from 1955 to 1958. He was married once, to actress Vivian Reed. Alfred E. Green died in 1960 at the age of 71.
Another large reason “Baby Face” is so effective is the strong and honest performance by Barbara Stanwyck as “Lily Powers”, the woman who breaks hearts, ruins lives, and sleeps her way to success without remorse. Such a character should be unsympathetic, yet in Stanwyck’s hands, she becomes vibrantly human with vulnerability beneath her ruthless drive, making us feel “Lily’s” beaten down weariness and helping us understand her hard shell. She’ll shrug off being pawed by men, shove them away, snap back with a cutting remark, or smash a bottle over a head while continuing to drink a beer, but when she sits down with "Cragg" in the bar and he tells her she hasn’t realized her potential, Stanwyck reveals sensitivity, curiosity, frustration, and longing through how intensely she listens. She later hangs on “Cragg's” words as if they were revelations when he speaks about Nietzsche and accuses her of letting life defeat her. It's extraordinary acting, giving this woman an inner life while beautifully setting up “Lily’s” motivation for the rest of the film. As “Lily” transforms over the course of the film, Stanwyck never loses her essence, whether being seductive, conniving, remorseless, or emotionally raw. It’s a remarkable portrayal.
Stanwyck drew deeply, no doubt, on the pain and grit of her own self-reliant life to play “Lily". Born in Brooklyn, Stanwyck was the youngest of five siblings. When she was two, she, her mother, and five year old brother were aboard a streetcar when a drunk passenger accidentally pushed her mother off the trolley, resulting in her death. Soon after, overcome with grief, Stanwyck’s father disappeared, never to return. Orphaned at the age of four, Stanwyck was tossed between foster homes, orphanages, and the care of her much older sisters Maude and Mildred. As Stanwyck said in Victoria Wilson’s book “A Life of Barbara Stanwyck: Steel-True 1907-1940”: "My father loved my mother madly and when she died, he went gypsy. I was raised by strangers, farmed out. There were no rules or regulations. Whoever would take me for five dollars a week, that's where I was. So I really didn't have any family”.
Influenced by her sister Mildred, a successful dancer who sometimes took her on the road, Stanwyck decided early on to pursue dancing herself. In 1923, at the age of fifteen, she began working in nightclubs as a chorus girl, and in 1926, inadvertently found herself acting in the play “The Noose”, playing a chorus girl, which became a hit largely due to Stanwyck’s performance. By 1927, she became a Broadway star in “Burlesque”. Married to giant vaudeville star Frank Fay at the time, she followed him to Hollywood and made her film debut in 1927’s “Broadway Lights”, which flopped.
In 1930, Frank Capra cast Stanwyck in "Ladies of Leisure", a hit that made Stanwyck famous. As her stardom rapidly rose, Fay's began to crash. He turned heavily to alcohol, with reports of physical abuse towards Stanwyck, and by 1935, they divorced (it’s thought “A Star is Born” was based on their marriage). Stanwyck became a star, mostly as working girl types in melodramas. After a change of pace with Capra’s "The Bitter Tea of General Yen” in early 1933, and the women’s prison flick "Ladies They Talk About” that same year, came “Baby Face”. It’s been said that in writing “Baby Face”, Zanuck was influenced by MGM’s 1932 hit, “Red-Headed Woman” — a Pre-Code comedy with a very similar theme that turned Jean Harlow into a major movie star. So it’s not inconceivable to imagine that Warner’s was hoping to do the same for Stanwyck with this film, for in it, she is more glamorous than ever. It’s filled with stunning shots showcasing her, whether lazily sitting in the bar, crying on the sofa showing her legs, or the gorgeous lingering shot of her in profile calmly thinking about what to do after a harrowing event.
“Lily’s” costumes (by Orry-Kelly) become more and more lavish as she climbs the ladder, giving Stanwyck one of the most ravishing roles of her career. Zanuck wanted her to dye her hair gold, but she refused, so seven wigs were made with different styles to reflect “Lily’s” increasing power and sophistication. This was Stanwyck's most daring role to date, and as she said in Wilson’s book, she was "a little nervous over it. All my other roles have had sympathy. I hope the public likes me in it”. They did. “Baby Face” was a big hit that helped boost her career. It also contains one of her best performances.
Over a dozen films later came Stanwyck’s acting acclaim breakthrough in 1937’s “Stella Dallas”, one of her signature roles, which earned her a Best Actress Academy Award nomination. The 1940s were her prime decade, during which she received three more Best Actress nominations (“Ball of Fire”, “Double Indemnity”, and “Sorry, Wrong Number”). In the 1950s she appeared largely in Westerns and, later in the decade, began working in television. A versatile actress, Stanwyck played good and bad women alike — gutsy, cold, vulnerable, strong, feisty, and resourceful, often with a bite. Her 107 film and TV credits include “Golden Boy”, “The Lady Eve”, “Meet John Doe”, “Clash by Night”, “Forty Guns”, “Executive Suite”, “Christmas in Connecticut”, "Remember the Night”, and “All I Desire”. In 1982 she received an honorary Oscar “for superlative creativity and unique contribution to the art of screen acting”. She also won three Emmy Awards, two Golden Globes (including the Cecil B. DeMille Lifetime Achievement Award), a Western Heritage Award, and The American Film Institute (AFI) voted her the 11th Greatest Female Screen Legend of All-Time. The home she built in 1937 and lived in until 1941, The Oakridge Estate, still stands and occasionally offers tours. I took one recently and highly recommend it if you’re in Los Angeles. You can read more about that HERE. For more on Barbara Stanwyck’s life and career, see my earlier post on “Double Indemnity”.
Though Stanwyck's “Lily Powers” is the central force in “Baby Face”, there’s a wonderful supporting cast headed by George Brent, who plays “Courtland Trenholm”, a polo-playing playboy and President of Gotham Trust. He’s intrigued by “Lily”, even though he’s the only man who sees through her. Brent’s easy, natural style makes a tricky role believable, and his warmth turns “Trenholm” into someone we genuinely care about, giving the film added emotional weight.
George Brent's first big break came opposite Stanwyck in 1932's "So Big!", which established him as one of Hollywood's popular leading men of the 1930s and early 1940s. Along with occasionally carrying a film himself, he often played the male lead opposite the female star, romancing heavyweights onscreen that include Greta Garbo, Jean Arthur, Kay Francis, Ginger Rogers, Loretta Young, Olivia de Havilland, and Bette Davis. He appeared opposite Stanwyck in five films, the other three being 1932's "The Purchase Price", 1942's "The Gay Sisters", and 1946's "My Reputation". You can read more about the life and career of George Brent in my previous posts on "42nd Street" and "Dark Victory”.
Donald Cook plays “Ned Stevens”, head of the accounting department at Gotham Trust. While keeping the assured confidence of a man in charge, Cook makes “Ned’s” fall for Lily completely convincing, balancing authority with warmth, as when she enters his office and gently scolds "Lily" (“Haven’t I told you never to come beyond the front of this desk?”), followed by his frustrated yearning as she teasingly runs her fingers through his hair and he exclaims, “Don’t do that… how do you expect me to get any work done?”, before kissing her passionately. It’s authentic supporting performances like his that help shape “Baby Face” into a realistically gripping drama,
Oregon-born Donald Cook worked in lumber and studied farming before turning to vaudeville and theater, making his Broadway debut in 1926’s “Seed of the Brute” (over his career he appeared in twenty Broadway shows). In 1930, he signed with Warner Brothers for seven years, making his film debut in the short “Roseland” before appearing in as many as eleven films a year while under contract. His best-known roles from this period include playing James Cagney’s brother in 1931’s” The Public Enemy”, “Steve Baker” in 1936’s “Show Boat”, and “Ned” in "Baby Face”. He also starred in 1935’s “The Spanish Cape Mystery”, which gave him the distinction of being the first actor to portray "Ellery Queen" in any medium. Cook briefly left films after marrying Italian noblewoman Princess Gioia Tasca di Cuto, to whom he remained married until his death. He returned to movies in 1943, moving to television in 1951 while continuing on Broadway, remaining active until the end of his life. He appeared in 68 films and TV shows, and his other films include "Safe in Hell”, “Viva Villa!”, “Here Come the Co-Eds”, “Side Show”, and “The Mad Genius”. Cook died of a heart attack in 1961 at age 60.
Another face certain to be familiar in "Baby Face” is John Wayne who plays “Jimmy McCoy Jr.”, a man who works at Gotham Trust’s filing department, and one of the men “Lily” sleeps with along her rise. Wayne’s role is very brief (blink twice and you’ll miss it), as he’s seen trying to get “Lily” promoted to his boss, then quickly gets the brushoff from her. He's also the first character in the film to call her “Baby Face”.
John Wayne began his film career in 1926 as a prop boy, occasionally being put in films as an extra. When director John Ford gave him his first bit parts, starting with 1927’s “Mother Machree”, Wayne began to take acting more seriously. After numerous minor roles, director Raoul Walsh cast him as the lead in the big-budget epic “The Big Trail”. It was Wayne’s twenty-first film, first credited role, and it flopped at the box office. He was now starring in low-budget B movies and getting small parts in major studio productions. “Baby Face” marked five-year-old Wayne's 46th screen appearance, and it would take 38 more films before he found stardom — when John Ford decided to cast him as the lead in 1939’s “Stagecoach". Wayne quickly went on to become one of the biggest and longest lasting stars in cinema history. You can read more about John Wayne’s life and career in my posts on “The Searchers”, “Red River”, and “Stagecoach”. Be sure to check them out.
Theresa Harris plays “Chico”, “Lily’s” best friend. Harris's genuine performance shines in moments like the frozen look she gives “Nick” as he considers firing her, the knowing smile and song she offers on the train, and the wide-eyed wonder she displays upon arriving in New York City. Harris makes this woman so interesting, we want to know her beyond what we see.
With plans to become a singer, Theresa Harris studied music and worked in musical theater before making her film debut singing a dazzling rendition of "Daddy Won't You Please Come Home” in Josef von Sternberg's "Thunderbolt" in 1929. She followed that with a small uncredited role in von Sternberg's "Morocco" in 1930. Like nearly all Black actresses at the time, from then on she mostly played maids, powder room attendants, dancers, singers, and the like, though she refused to portray them in stereotypical fashion, making sure they kept their dignity. Unlike most of her counterparts, Harris did get a handful of roles (like "Chico") that offered more depth than the usual one-dimensional subservient domestic. “Chico’s” quite unusual for a Black character in a 1930’s Hollywood film, for though she’s not as educated or savvy as “Lily”, she’s seen as “Lily’s” equal, friend, and confident and “Lily” fights to keep things that way, telling “Nick”, “If 'Chico' goes, I go!”, or firmly replying to a lover who wants her to “get rid of that fantastic colored girl”, “No — 'Chico' stays!”.
Unfortunately, as “Lily” gets richer, “Chico” becomes her maid, but at least we see “Chico” dressed in furs on her day off. This role also offered Harris a chance to sing — singing and humming the famous blues song “St. Louis Woman” throughout, That song, also heard instrumentally, is used as a leitmotif whenever “Lily” is about to make her next conquest. In another unusual turn for the time, Harris’s name appears in the opening credits. Read more about the life and career of Theresa Harris in my post on “Miracle on 34th Street”.
The last actor I’ll mention is yet another that movie fans should recognize, and that’s Nat Pendleton in a very brief role as “Stolvich”, a customer in “Nick’s” speakeasy. At the film’s start, Pendleton tells his son "You go home and tell mom I'll be home in a few minutes” as he leads his fellow laborers inside “Nick’s” illicit gin joint. He also asks “Nick”, "Hey, where's ‘Lily’?", and when he sees her, tells her he’s missed her, and suggests “Let's me and you take a walk over by the quarry, huh?”. In true Pendleton fashion, he looks like a brute, but carries a warn softness.
Iowa-born Nat Pendleton graduated from Columbia University with a degree in economics, where he also excelled at wrestling — twice winning the Eastern Intercollegiate Wrestling Association (EIWA) championship. After winning more post-graduation titles, he earned a silver medal at the 1920 Olympics before turning professional. His wrestling career ended after an injury, so the tall, good-looking Pendleton decided to follow in the footsteps of his uncle, silent film actor Arthur V. Johnson, and turn to acting. Pendleton’s film debut was in 1924's “The Hoosier Schoolmaster” and his Broadway debut was in 1925’s “Naughty Cinderella”. After two more Broadway shows and a few films, he returned to Hollywood where his career flourished, appearing in eleven films in 1931 alone. With his brawny physique, he often played gangsters, henchmen, athletes, policemen, or military men in comedies and dramas, often in roles where his muscles outweighed his brains.
Pendleton was frequently shown shirtless (as in “Baby Face” for no apparent reason) or in skimpy attire that highlighted his build. He’s always likable, even when playing a bad guy. Over twenty-three years, Pendleton appeared in 112 movies, including "The Sea Wolf", "Horse Feathers", "Lady for a Day", "Reckless", "The Great Ziegfeld", "Northwest Passage", "Buck Privates", and two classics already on this blog, "I'm No Angel" and "The Thin Man". He also played ambulance driver “Joe Wayman” in the “Dr. Kildare” film series and its spin-off series, “Dr. Gillespie”, and wrote the script for the 1932 film “Deception”, in which he played a wrestler. He retired from movies in 1947, later appearing in on TV in 1956. He’s been honored in the Glen Brand Wrestling Hall of Fame, the Iowa Wrestling Hall of Fame, and the Columbia University Athletics Hall of Fame. He was married twice. Nat Pendleton died of a heart attack in 1967 at the age of 72.
There are so many familiar film and TV actors in "Baby Face" (such as Arthur Hohl as the greasy, crooked politician whose manner gives us an idea of the men "Lily" has to put up with, or Robert Barrat as "Lily's" father, who is ferocious enough to help us emotionally understand "Lily's" plight) — each adding unique colors to the film. But because they are so numerous, I'll talk about them in future posts.
Uncompromising, gritty, and moving, this is one of Hollywood’s most daring films. If you ever thought classic movies were corny, watch this film and think again. Enjoy “Baby Face”!
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TO READ AFTER VIEWING (contains spoilers):
“Baby Face” was deemed so racy that even before the Production Code was fully enforced, the film was heavily cut. Zanuck reluctantly made some of their requested changes but refused to alter the ending (censors insisted “Lily” should end up being punished). When Zanuck left Warners over labor disputes (not related to this film), the studio changed the ending in his absence. After the Code took effect in 1934, the film was banned and remained unseen for decades.
A copy of the uncensored version was found in 2004, which runs about five minutes longer than the one released, and both can be found on the “TCM Archives: Forbidden Hollywood Collection - Volume One" DVD. If you watch both, you’ll witness the power of editing. Other than the ending (which is quite different), there are seemingly small cuts here and there (the railroad man, shots of the politician looking at “Lily’s” legs, a shot of “Lily’s” legs, and the entire business with the bottle were all cut, the word “night” was removed from the politician’s line “sweetheart of the night”, “Lily’s” line “since I was fourteen” was cut from her fight with her father, and more). This omitted material gives the film a much greater gravitas — we’re so lucky it was found. The uncensored version is usually the one shown nowadays.