‘Baby Face’ (1933): Baby Puts The Censors In The Corner

A decade before ‘Double Indemnity,’ Barbara Stanwyck brought the Pre-Code era to a close with her sultry turn in Warner’s ‘Baby Face.’


A decade before Double Indemnity, Barbara Stanwyck brought the Pre-Code era to a controversial close with her sultry turn in Alfred E. Green’s Baby Face.

Although censors pulled the film from theaters shortly after its release, Baby Face grossed $452,000 against a budget of $187,000. Its soundtrack featured several popular songs from the 1920’s, including St. Louis Blues by W.C. Handy and an instrumental version of Harry Akst’s titular song, “Baby Face.”

Adapted for the screen by Gene Markey and Kathryn Scola, Baby Face was conceived by legendary studio executive Darryl F. Zanuck (credited as Mark Canfield) and distributed by Warner Bros. Pictures.

Stanwyck’s role as tough talking Lily Powers added notoriety to an already successful career, while also foreshadowing the Film Noir performances that cemented her iconic legacy in the 1940’s.

Lost for over half a century, the original uncensored version of Baby Face was recovered in 2004. After a special screening at the London Film Festival, it was added to the Library of Congress National Film Registry in 2005.

Note: This article refers to the original version.

‘Baby Face’ (1933): Spoiler-Free Synopsis

Lily Powers is a barmaid at a prohibition-era speakeasy. Although she’s become immune to the advances of its seedy patrons, she’s grown tired of being prostituted by the tavern’s owner. Especially because the owner is her Father.

Inspired by the advice of a local intellectual, she leaves her modest Pennsylvania home behind, heading for the bright lights of Manhattan.

Lily talks her way into an entry level bank job at Gotham Trust. After a quick promotion, she finds herself working closely with the bank’s executives—a little too close.

Initially its benefactor, her socially engineered love triangle self-destructs when both her lovers die in a murder/suicide on New Year’s Eve.

In a bid to prevent the tragedy from becoming public knowledge, Courtland Trenholm, the newly appointed Bank President, decides to transfer Lily to a sister branch in France.

Lily makes a name for herself in Paris, running the bank’s travel bureau, relying on her drive and intellect, staying out of trouble. But when Trenholm arrives on business a few months later, he finds her charms impossible to resist.

They begin dating and take a trip together. Shortly after their vacation, they get married. Suddenly, Lily Powers has everything she’s always wanted…right?

‘Baby Face’ (1933): Full Plot Summary

Baby Face opens in a rust belt prohibition-era tavern. Lily Powers (Barbara Stanwyck) comes home to find her father, Nick Powers, berating their diminutive maid, Chico. Lily speaks up on her behalf, telling him if Chico goes, she goes too.

On Nick’s orders, Lily circulates the grimy parlor, navigating the rowdy clientele, serving up the homemade beer, deflecting their lurid advances with hard-boiled ease.

She’s offered a brief reprieve when local cobbler Henry Kolker (Alphonse Etier) takes her aside, offering words of encouragement inspired by philosopher Friederich Nietzche. When Lily admits she hasn’t read the Nietzche text she borrowed, Kolker gets frustrated and promptly exits the bar.

Around closing time, a local politician arrives at the door. It’s evident the man has arranged some kind of tit-for-tat deal with Lily’s father: in exchange for sex, the politician will ensure the illegal speakeasy doesn’t get shut down.

Lily Powers (Barbara Stanwyck) and her deadbeat father Nick (Robert Barrat).

Nick (Robert Barrat) clears the bar, personally escorting the last few patrons outside.

The second they’re alone together, the politician puts his hands all over Lily’s body. She douses him with coffee and retreats into her bedroom. Undeterred, the politician follows after her, groping her aggressively–until Lily gets fed up and smashes a bottle on his head.

The politician stumbles into the street, furious and bleeding from the face, telling Nick he’s going to shut him down for good.

Nick goes back inside and finds Lily packing up a suitcase. An intense argument ensues, in which we learn that he’s been pimping Lily out since she was fourteen years old. It’s also obliquely implied that he’s been molesting her.

Lily Powers (Barbara Stanwyck) and her friend and maid, Chico (Theresa Harris).

Their angry exchange is cut short by an emergency. Chico (Theresa Harris) announces there’s a problem with the distillery system.

Nick rushes to the basement and discovers a fire. As he squats down to investigate, the system explodes, engulfing him in flames.

The neighbours gather in the street, expressing sympathy for Mr. Powers. As the fire consumes the house, Lily’s face shows no emotion. In fact, as the scene ends, we almost expect her to crack a smile.

After her father’s funeral, Lily visits Mr. Clark at his workshop. Clark lectures her again, producing a copy of Nietzche’s Will To Power and reading it aloud. Clark implores her to move to the city and “use men to get the things she wants.”

Lily and Chico sneak aboard a freight train heading for New York. When they’re apprehended by a security guard, Lily seduces him. In a suggestive closing shot, we see the watchman’s gloves hit the floor, and then he reaches down and extinguishes his lantern.

On the streets of Manhattan, Lily and Chico stand outside the headquarters of Gotham Trust. Wasting little time, Lily goes directly to the personnel department to inquire about a job.

Although there’s no available positions, the film implies that Lily uses sex to persuade the hiring manager to give her a job.

Barbara Stanwyck with a young John Wayne.

An establishing shot of the building’s exterior tells us Lily has been hired to work in the Filing Department.

In the following scene, we see Lily as she navigates the office, well-dressed and comfortable in her new role. She catches the eye of Mr. Brody, Head of the Mortgage Department. After a brief flirtation, Brody suggests to a colleague that he may hire her to work for him.

Another establishing shot tells us that Lily has indeed ascended to the Mortgage Department.

Inside, she’s approached by a young man named Jimmy (John Wayne). Jimmy asks her on a date, an invitation that she instantly rejects. The scene that implies that she’s already moved on to someone else.

After work, a colleague catches Lily having sex with Mr. Brody in the Ladies Room.

Mr. Stevens (Donald Cook) fires Brody immediately. He attempts to fire Lily too, but she tells him Brody pressured her, that she felt she had no other choice. Taking pity on her, while also enchanted by her beauty, Stevens hires Lily to work for him.

Yet another establishing shot shows us Lily has ascended to the Accounting Department, as Mr. Stevens’s secretary. We also learn through expository dialogue that Stevens is engaged to Ann Carter (Margaret Lindsay), daughter of Bank Vice President J.P. Carter (Henry Kolker).

In the next scene, a desperate Mr. Brody knocks on Lily’s apartment door. She rejects him and returns to the living room, where Mr. Stevens is sitting on her sofa.

Back at the office, Lily engineers a scenario in which Ann discovers her and Mr. Stevens kissing in his office.

Donald Cook as jilted lover Ned Stevens.

After consoling his heartbroken daughter, Carter tells Stevens the only solution is to fire Lily. Stevens agrees, but when attempts to do so, Lily dismisses the idea and seduces him all over again.

Stevens decides the only option is for him to quit instead, but Carter rejects the resignation, offering to dismiss Lily Powers himself.

Carter summons Lily to his office. After being reprimanded, she expertly plays the fool, pretending to be unaware the engagement, pretending to cry, even pretending she was a virgin until Stevens came along. Carter takes pity on her, but like her other bosses, his sympathies are fought with lust.

Carter and Lily begin a sexual relationship, leaving Stevens in the cold.

Carter puts Lily in a luxury apartment and provides her with a cash allowance. As a “kept woman,” she’s living high on the hog.

Lily Powers (Barbara Stanwyck) with J.P. Carter (Henry Kolker).

On Christmas Day, Stevens knocks on Lily’s door, an uninvited visit that she rudely declines.

On New Years Eve, Stevens shows up again. Unbeknownst to him, Carter is already inside. When Lily answers the door, Stevens spots a man’s cigar smouldering in the foyer ash tray. He flies into a rage and barges past her, only to discover Mr. Carter sitting on the sofa.

Jealous and humiliated, Stevens draws a pistol and shoots Carter dead—then he turns the gun around and pulls the trigger on himself.

When the murder/suicide becomes front page headline news, the Board of Directors sits for an emergency meeting. The negative publicity doesn’t bode well for the bank and something must be done to change the conversation and re-assure investors.

Despite some dissenting opinions, the Board votes to appoint a new CEO: Courtland Trenhom, playboy grandson of the bank’s founder.

Trenholm’s first order of business is to do something about Lily Powers. Now that she’s a tabloid sensation, several different publishers are bidding on the rights to Lily’s secret diary.

To keep her quiet, the Board makes a generous counteroffer—one that Lily immediately rejects. Sensing a scam, Trenholm vetoes the original proposal and makes a second offer: a new job, in France.

Lily quickly makes a name for herself working in the Paris branch. It’s not long before she’s on equal footing with her male colleagues, fully in charge of the Bank’s Travel Bureau.

George Brent as reformed playboy Courtland Trenholm.

Weeks, or perhaps months later, Courtland Trenholm arrives in Paris. After a few days of business meetings at the branch, he asks Lily on a date.

Their dinner is a great success and it’s not long before they’re a couple. They even go on vacation together. Upon their return, Lily accepts Trenholm’s marriage proposal.

As they’re making plans to re-locate to New York, Trenholm receives an ominous phone call. He’s been fired by the Board of Directors, accused of mismanaging the bank’s holdings.

His firing has also triggered an investigation by the financial regulatory authority, who have hit him with a criminal indictment.

Back at their Manhattan apartment, a distraught Trenhom returns from his meeting with the Board. Jobless and feeling the pinch of Lily’s extravagant lifestyle, he’s in serious trouble.

Trenholm needs a huge amount of money to mount his legal defense: one million dollars before the end of the night. But when he asks Lily to contribute her assets, she flatly refuses his request. Consider this passage:

“I can’t do it. No, I can’t do it. I have to think of myself. I’ve gone through a lot to get those things. My life has been bitter and hard. I’m not like other women. All the gentleness and kindness in me has been killed. All I’ve got are those things, without them, I’d be nothing.”

Lily books a steamship back to France, on a boat sails that very evening.

Reeling, a shattered Trenholm returns to his office.

Lily and Chico pack up her belongings and rush off to the harbour.

Safely aboard the ship, Lily gets cold feet. She tries to snap herself out of it by playing a record on her turntable. As the record spins, she sees visions of all the men she’s been with since departing Pennsylvania, ending with the face and voice of her estranged husband.

She gets up and lights a cigarette, nervously pacing the cabin—then she rushes off in a panic.

Lily arrives by taxi at the Bank tower. She rushes up to Trenholm’s office, only to find him collapsed on the floor, the victim of his own botched suicide attempt.

She crouches down, taking Trenholm him in her arms, weeping, apologizing, offering him whatever he needs.

For the first time in her life, Lily Powers is in love.

For the first time in her life, money doesn’t matter.

Opinion: My Review of ‘Baby Face’ (1933)

Lily’s assertive, sexually liberated persona was absolutely an archetype for the hard-boiled femme fatales of the 1940’s and 50’s.

Beyond these characteristics, few aspects of Baby Face foretell the conventions or aesthetics of the Film Noir period.

While not a full-fledged Early Noir, it’s difficult to interpret Baby Face purely as a drama either.

Comic elements are sprinkled throughout. Music is often light and airy. Beyond the prologue, the tone is never dark or ominous, even when it seems like Lily has over-played her hand. The only truly dramatic moment occurs at the end, when Lily finally drops her guard and chooses love over money.

Lily escapes a life of prostitution by sheer coincidence. She never has to fight for her emancipation. We only briefly catch a glimpse of her in pain. It’s not a heroic act or even her own free will that leads to her escape—it’s the fire that truly sets her free.

Upon arriving in New York, Lily never seems to be in any danger. Even when she loses, she somehow manages to win.


Her victims are always men who always deserve it. We never see them beyond the confines of the bank. We never view them in a sympathetic light.

Characters who die do so-off screen, without tragedy or pathos. Even her abusive father, the film’s only obvious villain, dies beyond our point of view, robbing the audience of the chance to watch him burn and think “good riddance.”

Neither Early Noir, nor Comedy or Drama, the question must be asked: What exactly is Baby Face?

Lily’s character arc is comparable to that of Tommy Powers (James Cagney) in The Public Enemy (1931), or Nan Cooley (Sylvia Sweeney) in City Streets (1931), characters who repent for their sins just before it’s too late to be forgiven.

Though achieved through different methods, her ascension to the top of the banking world is not that different from that of Rico Bandello (Edward G. Robinson) in Little Caesar (1931).

Lily arrives in a the big city, decides who she wants to be, and then sets out to become that person—by any means necessary.

Unlike Powers and Bandello, Lily doesn’t die at the end of the film, but she does die a figurative death when she allows herself to fall in love, shedding her former self by relinquishing her accumulated wealth in order to preserve her husband’s life and reputation.

The Nietzchean philosophy espoused throughout the film is also crucial to our understanding of its true intention. Consider this passage:

“A woman, young, beautiful like you, can get anything she wants in the world. Because you have power over men. But you must use men, not let them use you. You must be a master, not a slave. Look here – Nietzsche says, ‘All life, no matter how we idealize it, is nothing more nor less than exploitation.’ That’s what I’m telling you. Exploit yourself. Go to some big city where you will find opportunities! Use men! Be strong! Defiant! Use men to get the things you want!”

Met with derision and devotion by leaders and thinkers since its 1910 publication, Friedrich Nietzche’s Will To Power is almost perfectly compatible with the ethos of the American gangster movie.

Lastly, given the year of its release, the title is an obvious reference to George “Baby Face” Nelson, the notorious bank robber who achieved international notoriety when he helped John Dillinger escape from prison in 1934.

Although she never physically robs the bank, Lily reaches the very top of its financial structure, married to a member of its founding family—and she doesn’t have to die or go to jail to do it.

Don’t kid yourself.

Despite generic notions to the contrary, Baby Face is absolutely a gangster movie.

Analysis: What’s ‘Baby Face’ Really About?

Ninety years after its release, Baby Face continues to resonate with viewers for a simple but important reason: if the protagonist had been a man, the film would never have been censored in the first place.

The Hays Office pulled the film’s original version for flouting the conventions of the Production Code. After extensive negotiations, Baby Face was edited and re-released with the following changes:

  • Lily’s seduction of the railroad worker was completely cut from the film.
  • The comfort and luxury she experiences living as a “kept woman” was de-emphasized.
  • The ending was altered to depict Lily’s gambit as a failure, returning to her hometown after losing everything in New York City.
  • The Nietzchean Affirmations espoused by the cobbler were replaced by moralizing voice-overs.

While the film’s frank depiction of female sexuality was guaranteed to cause a stir, the censor board’s objection to Nietzche is more significant. Here, the board seems just as concerned about subversive philosophy as it is with obscenity.

This phenomenon provides us with a scary illustration of just how little censorship has changed since the early 1930’s. Like today, depression-era censors were far more worried about harmful ideas than they were about harmful content.

After the chaos of the Great War, the burgeoning Soviet threat and the upheaval of the Great Depression, the State was terrified of potentially destabilizing social movements.

Under the auspices of preserving moral standards, governments stifled the promotion of progressive ideas in favor of the “propaganda of the status quo” enshrined in the Production Code.

Eliminating “dangerous ideas” in the guise of protecting citizens from “harmful content” has always been the true function of censorship.

We saw this in the McCarthyism of the 1950’s; in Nixon’s Law and Order agenda in the early 1970’s; in the Satanic Panic of the 1980’s; in the war on Gangster Rap in the early 1990’s; in the liberal left’s Faustian embrace of politically correct language in the 2010’s.

We see the same phenomenon playing out right now with the Neo-Fascist book bans sanctioned by the extreme political right, and in the illiberal left’s thought-police style rhetoric around gender neutral pronouns.

The historical difference is that while the censors of the past were employed by State Governments and Institutions, modern day censors are the creators themselves, voluntarily cleansing their art of provocative ideas in order to protect the online reputations that have become essential to monetizing content in a world dominated by intellectually sterile big tech algorithms.

In 1933, just as in our present day, enforcing the Production Code was never about protecting citizens, it was about stifling ideas and promoting the prevailing orthodoxy preferred by the ruling class.

“Harmful content” has always been a Trojan Horse.

Baby Face gave censors enough ammunition to storm the city gates.

Is ‘Baby Face’ Worth Watching?

Daring for its time, Baby Face is an early forerunner to films like To Die For (1995), Married To The Mob (1988) and Basic Instinct (1992), as well as an important canonical text in both the gangster movie genre and the broader history of American Cinema.

Unlike many of its Pre-Code counterparts, Baby Face still feels watchable and fresh today. Supported by a stellar cast that featured George Brent, Donald Cook, and a young John Wayne, Barbara Stanwyck’s star power remains unquestionably bright.

The original version of Baby Face is available for free on The Internet Archive.

Producer Darryl F. Zanuck departed Warner Brothers a short time after Baby Face to co-found 20th Century Studios.

Barbara Stanwyck became an icon of the Film Noir period, highlighted by starring roles in Double Indemnity (1944), The Strange Love Of Martha Ivers (1946) and Sorry, Wrong Number (1948). Stanwyck garned many accolades throughout her sixty years on stage, film and television, including three Emmy Awards, two Golden Globes, an Honourary Oscar and a star on the Hollywood Walk Of Fame.

Thanks for reading our Pre-Code series. If you enjoyed this post, check out City Streets.

Baby Face

Director: Alfred E. Green

Date Created: 2023-12-07 21:27

Editor's Rating:


Tod Molloy is a freelance writer from Toronto. His first novel, Port Lands, was published in 2022. His second novel... Read more