Behind the Make-Up (1930)


Hal Skelly … Hap Brown
William Powell … Gardoni
Fay Wray … Marie Gardoni
Kay Francis … Kitty Parker
E.H. Calvert … Dawson
Paul Lukas … Boris
Agostino Borgato … Chef
Jacques Vanaire … Valet
Jean De Briac … Sculptor

Directed by Robert Milton and Dorothy Arzner.
Based on “The Feeder” by Mildred Cram.
Dialogue by George Manker Watters & Howard Estabrook.
Songs by Leo Robin, Sam Coslow, & Newell Chase.
Music score by W. Franke Harling & John Leipold.
Camera by Charles Lang.
Editing by Doris Drought.

A Paramount Picture.
Released January 6, 1930.

Background Information:

Behind the Make-Up was based on “The Feeder”, a story by Mildred Cram. This was the second screen adaptation of work by Cram, who later wrote the stories “Girls Together” (which became a movie for Joan Crawford in 1931 titled This Modern Age), “Tinfoil” (a film for Tallulah Bankead in 1932 titled Faithless), and “Love Affair” (a classic 1939 film with Irene Dunne and Charles Boyer).

But it is the direction by Robert Milton which really is the star of the film.

Behind the Make-Up was the first film released in 1930 to feature Kay Francis. Fresh off of using her vamp powers to seduce Walter Huston, Richard Arlen, Buddy Rogers and Fredric March, she found herself again typecast as the seductress “Kitty Parker.” For those who only know Kay Francis for her long-suffering glamour roles in films such as I Found Stella Parish (1935), Give Me Your Heart (1936) and Stolen Holiday (1937), there is a big surprise waiting in her early films. There are no attempts at sympathy, Francis is ice cold in the vamp roles that first got her noticed. She would later emulate the acting powers she used in these early films when she made In Name Only (1939), her major comeback after leaving Warner Bros. where she was a top star for five years between 1932 and 1937.

“Kay Francis was also a real, live actress,” wrote Mick LaSalle in Complicated Women. Indeed she was. She was believable playing both the devoted, loving mother as well as the sexy siren seducing married men until she grew bored with them and tossed them away like trash into a garbage can.

A decade after her sexual powers forced William Powell’s character to commit suicide in this film, she was playing Deanna Durbin’s mother in It’s A Date (1940), a great example of her range as an actress.

Hal Skelly, the true star of the film, was an accomplished Broadway star as well as having established roots in actual vaudeville theater. Behind the Make-Up, specifically about vaudeville, was a star vehicle for him. Fresh after staring in Woman Trap (1929), with Evelyn Brent and Chester Morris, Skelly only had a handful of more film roles before his life was cut short after his car was struck by a train, tragically ending his life on June 16, 1934.

Behind the Make-Up was the first pairing of William Powell and Kay Francis, who went on to make 6 more notable films together, including One Way Passage (1932). The Powell/Francis teaming predated the onscreen films he later made with Myrna Loy at MGM. Powell and Francis both played villainous roles at Paramount, left the studio for more money at Warner Bros. where they took on sympathetic roles. But Kay stayed on with Warner Bros. and became a major star, as Powell’s career dipped quickly. After switching to MGM in 1934 he found himself becoming one of the most popular stars in the world.

And little Fay Wray? A bit hard to recognize in Behind the Make-Up because she has her natural brunette roots. She is most famous today for being the platinum blonde love interest of King Kong (1933).


From Picture Play, December 1929.



Webmaster’s Review:

This film opens with credits which appear over a vaudeville act. The performance is by a clown on a bicycle. The clown is Hap Brown. This sort sets up the idea of his character for the rest of the film.

We see a fade out from his clown appearance to behind his makeup, where he is just another man in New Orleans struggling to get by. After his performance he stops at a small dine-in where he sees Marie, a waitress who knows him well as a frequent customer.

After Hap leaves the diner he sees a dark man leaning against a post in the middle of the night. As he approaches the man, he walks away from Hap and falls as he goes to take a step up onto the walkway. Hap goes to help him and brings him back to his place. The weak individual is Gardoni, an Italian immigrant who is an artists and absolutely failing to become something in the States.

In Haps’s run-down apartment the two decide to take on a partnership. To show Gardoni some of his stuff, Hap has him sit through his show. Gardoni isn’t really impressed, believing Hap tries too hard for laughs.

Hap comes up with an act for the two of them. Gardoni can impersonate one of the “fine dames walking up 5th Ave” and Hap can follow him around like a poodle. Gardoni is skeptical, but they decide to try it out.

It’s a disaster and soon after Gardoni disappears altogether.

Hap takes a job as a dishwasher in the stop where Marie works. The two become an item and have plans to be married. One night they go to a vaudeville show, where Gardoni appears, having stolen the idea of Hap’s act.

Backstage there is a serious talk between Hap and Gardoni regarding what has happened. Marie comes backstage and is smitten with Gardoni and soon leaves Hap for him. Besides this love triangle, Gardoni and Hap decide to go on together as an act, with Gardoni clearly the star and Hap playing in the background behind the real star.

Their team is a major success and they find themselves in New York where Gardoni becomes smitten with Kitty Parker, a society vamp who’s “after” him.

Gardoni finds himself head-over-heels in love with Kitty, who soon becomes annoyed that he cannot repay his gambling losses to her. When she announces that she has plans to leave the United States with Borris, Gardoni kills himself.

Marie is heartbroken. Hap has accepted an offer in Dayton to perform, and she decides to leave with him.

This is a frustrating film, but the subject is dark and interesting.  Unfortunately, the limitations of the early sound technology severely diminish the chances for this movie to really be something. There is no background music outside of the stage scenes, so there are a lot of talky scenes with just the crackling of the static from the early microphones. It’s frustrating because this has the potential to be a really good film.

Still, it does deliver. There are several well shot (very interesting) scenes, the direction overall is exceptional, but the lighting throughout the entire film is poor. Hal Skelly is a very interesting presence. A vaudevillian himself, he is in incredible physical shape. He sort of reminds one of a less goofy Red Skelton type. Unfortunately his chances at success were ruined when his car was struck at a train crossing 4 years after Behind the Makeup was released.

Fay Wray does OK with a bad, bad part. At first she’s a little annoying as the wide-eyed ingénue, then sometimes she seems to be a bit of a brat. It’s just not a good character and she clearly was unsure of how to play the role of Marie. They should have cut her scenes away in Francis’ favor.

William Powell is excellent as Gardoni with the exception being that his Italian accent sounds more like a cross between Polish and Russian. It just misses where it’s supposed to be. If you can focus beyond that, you’ll appreciate his work in the movie.

Who makes this film for me was obviously Kay, even though her screen time is brief. This really isn’t a Kay Francis film, but it’s one of her best vamp roles. What I didn’t like was the odd way her final scene with Powell was lit. As she’s telling him she’s leaving with Borris, she’s almost completely covered by shadow. Then as she and Powell stand up, the camera doesn’t at first shift to show their faces so you just see their chests facing each other! It was an attempt to showcase Powell grabbing her wrist, indicating he can’t live without her. But the way it’s set up it just comes across as bad camerawork.

The scene is poorly edited, too. At one point they completely switch sides when the camera moves and Kay, who was on the camera left all of a sudden is on camera right…

It’s an oddly edited scene.

Overall Behind the Makeup is definitely worthy of attention from today’s critics, as much of the camera angles and use of shadows in the film mirror the later way movies were lit for the famous film noirs in the 1940s. There is a very big manipulation of dark/light photography to set the mood for the film.

It’s a fair programmer. Deserves a DVD release.

Screenshots from the film:

Vintage Reviews:

An ably directed and cleverly acted audible pictorial story of a stage lout, a pretty girl and a brilliant performer is now on view at the Paramount. It was directed by Robert Milton and Dorothy Arzner, who share alternately in screen credit for their dual direction. In the case of this present production, known as “Behind the Makeup,” Mr. Milton enjoys the distinction of having his name appended to it.

The characters are quite well delineated, but the story is rather limp and disappointing. Hal Skelly, William Powell and Fay Wray are the principals in this film, which opens promisingly and continues to hold the interest until Hap Brown becomes a trifle too eager to shield Gardoni, his colleague, who steals Marie, the girl he loves, and who also makes capital out of Hap’s ideas.

Hap is a dolt, a comedian without imagination. His doctrine is hokum. He finds Gardoni faint through lack of food. He befriends the foreign performer, who has failed on the stage because his efforts are over the heads of his audiences. Hap and Gardoni come to the conclusion that if they team together they may strike a happy medium and be successful. They try out their scheme. It fails.

The partnership is severed and Hap girls to work as a dishwasher in the little New Orleans restaurant where he was in the habit of taking his meals and chatting with Marie.

Hap and Marie go to the theatre together and Hap is amazed to see Gardoni on the stage entertaining the audience with a suggestion he (Hap) had made to the foreigner. Marie and Hap go backstage to see Gardoni and quite abruptly Marie becomes fascinated by the glib foreigner. It isn’t long before they are married and Hap, downhearted, consents to team up again with Gardoni. This time the act proves to be successful, more so that when Gardoni was acting alone.

The morose Hap worships Marie, but when he discovers Gardoni’s infidelity, he keeps the matter to himself. Gardoni supplies funds to an adventuress, who has a jolly time gambling.

Mr. Milton finally gets rid of Gardoni by letting it be known that he has committed suicide by jumping in the river. Still the hapless Hap considers it his duty to whitewash Gardoni’s character, but all’s well that ends well, for in the end there is an appreciative smile on Marie’s charming countenance as she sits in a theatre gazing upon Hap’s successful performance.

The lighting of the scenes and the movements of the players are effectively done. The voices are especially well recorded. William Powell as Gardoni speaks with an Italian accent. Sometimes he utters whole sentences in Italian, and his performance throughout is excellent. Miss Wray is pleasing as Marie. Mr. Skelly goes about his part with earnestness and intelligence. Kay Francis does nicely as the adventuress.

Harry Richman appears in the stage offering, “Jazz Preferred.”
Mordaunt Hall, January 18, 1930 in the New York Times


1930 Motion Picture Herald pre-production ad before Fay Wray, Kay, and William Powell were cast in the film.behindthemakeupherald