Story of a Dress: “Baby Face”

Updated: Jul 22

In Barbara Stanwyck’s infamous Pre-Code film, Orry-Kelly’s costumes play a key role in illustrating the title character’s path to riches.

Barbara Stanwyck as "Baby Face" Lily Power, having fun with Henry Kolker as Mr. Carter, her latest sugar daddy.

“It is an unsavory subject, with incidents set forth in an inexpert fashion.” That line from the New York Times review on June 24, 1933, was enough to get audiences salivating about Barbara Stanwyck’s latest film, Baby Face.


Critics weren’t kind to the Alfred E. Green-directed film overall—“It possesses no merit for general or popular appeal, is liable to offend the family trade and can’t count on any juve[nile] attendance,” proclaimed Variety’s review—but they had to agree that Baby Face would get Stanwyck noticed. “This is the best and by far the most entertaining picture that Barbara Stanwyck has made in years and should put her right back in the big draw class,” declared The Hollywood Reporter. “The girl has never been better cast nor appeared to better advantage photographically. Her performance is spontaneous, brittle and hard, which, in this case, is as it should be.”



Baby Face is the undeniably brazen tale of Lily Powers—a perfect character name, juxtaposing her deceptive delicacy with the control she wielded over men—from a script by Gene Markey and Kathryn Scola (with the story credited to Mark Canfield, a frequent pseudonym of Darryl F. Zanuck), which spools out Lily’s journey in a wholly unabashed fashion. She escapes a life of lecherous men in a beer hall in Erie, Pennsylvania, and upon the advice of a local cobbler who spouts think-of-yourself-first quotes by Nietzsche and others, heads for the concrete jungle of New York City with her companion, Chico, played by Black actress Theresa Harris.


Even before they arrive, Lily and Chico quickly learn that the road to success is paved with bad intentions: They hop on a freight-train boxcar for a free ride to the Big Apple, only to be discovered by a brakeman, who orders them off and threatens jail. Lily seduces him with a line and a look, and Chico understands that’s her cue to wander over to the other side of the boxcar, where she’ll be out of the way. (This scene ultimately was deemed too racy for the film’s original run, but was restored as part of the complete, uncensored version released after original negatives were discovered at the Library of Congress in 2004.) Lily is ready to make use of her talent when she arrives in New York, where she quickly secures an office position at the Gotham Trust Company, thanks to a behind-closed-doors conversation with an office assistant in the personnel department while his boss is out to lunch.


Barbara Stanwyck with a young John Wayne in "Baby Face."

Lily’s ascent within the bank is symbolized in two ways onscreen: first by a repeating image of the bank’s exterior, which shows the ever-higher floors of Lily’s promoted positions, typically achieved via her wiles and her male employers, who are all-too-willing accomplices. Her powers to seduce are uncanny, earning money, gifts and a swanky apartment, while the desperate men she leaves in her wake never completely get over her charms; she rebuffs one office boy, played by a young John Wayne in one of his earlier credited roles, while another character is driven to murder and then suicide by Lily’s rejection. Only George Brent’s Courtland Trenholm, the bank president who ultimately marries Lily, seems to be the one who tames her and teaches her the lesson of true love in an ending that likewise was tinkered with to appease Hollywood’s Hays Code.


The second element that communicates Lily’s upwardly mobile status, of course, is her clothes. As the chief costume designer for Warner Bros. in 1933, Orry-Kelly designed a wardrobe for Stanwyck that instantly conveys the transitions she makes from Erie, Pennsylvania, to New York City and Paris, where she’s initially sent by Brent’s character after that scandalous murder-suicide. Stanwyck stars out in the beer hall in a collared knit top and simple skirt, and by the end of the film she’s wearing a sequined gown with its own symbolic details (more on that later). In between, audiences watch as Lily’s clothes become more sophisticated with each promotion, whether it’s in the office or to the next man who will take care of her.

Lily's wardrobe gets an upgrade with each conquest.

By 1933 Orry-Kelly was earning the not-so-princely sum of $750 a week as Jack Warner’s chief costume designer. In his posthumous autobiography, Women I’ve Undressed, Orry-Kelly dished on all the actresses he worked with throughout his stellar career; among them, he described what it was like to work with Baby Face star in the 1930s. “When the talented, down-to-earth Barbara Stanwyck came to that same fitting room, she usually wore a short leather jacket, a sweater and a shirt,” he wrote. “She had wonderful skin—no makeup, no to-do of any kind, and at this period no enthusiasm about her clothes. There was something sad and melancholic about this really nice girl. So many in this business go from love to stardom, but seldom can they find the road back from stardom to love—if ever a girl deserved love, Barbara did. She had the love of the crew with whom she worked, but that isn’t enough.”


After largely unglamorous roles in previous films, this was Stanwyck’s chance to shine, according to Orry-Kelly. “Everyone who has ever seen Barbara Stanwyck knows that she has the ability to wear clothes,” he said in a press “interview” the studio released in July 1933. “Given the opportunity, she could easily establish herself as one of the smartest dressed women on the screen. The pity of it is that she is so seldom given that opportunity.”


During the heyday of the studio system, publicity departments would craft such interviews to distribute to newspapers and magazines, which would edit them to include local details. “It’s a new and glamorously different Barbara Stanwyck at the Ritz Sunday and Monday in Baby Face,” reads the first line in a story titled, “New Role and Fine Clothes for Stanwyck in Baby Face,” published on Aug. 10, 1933, in The Cameron Sun in Cameron, Missouri (the story can be found in many other newspapers around the U.S. within the same six-week period). “Svelte, more beautiful than ever, and what will come as a welcome change to her fans, enviably well-dressed … [S]he wears change after change of luxurious costumes, all smart, all beautiful, created by Orry-Kelly.”


The backless gown designed by Orry-Kelly.

Once Lily and Chico arrive in New York City, Lily’s wardrobe gains progressively sophisticated touches, starting with office-appropriate dresses with interesting collar treatments. “Everybody likes to see a well-groomed woman in the making, and in this picture I have been able to start out when the character was a plain, illiterate little bar-keep, and build her up, step by step, until the climax shows her as a cultured, gorgeous, eminently smart woman,” Orry-Kelly says in the studio interview.


In-office romances soon transition to nights in an upscale apartment, where Chico is now seen (unsurprisingly for the time) as Lily’s maid, and Stanwyck is wearing furs for day and bias-cut downs for evening. “They are among the most feminine that I have made for any star,” Orry-Kelly notes. “Miss Stanwyck lends herself best to luxurious furs, velvets, clinging, sheer materials and the latest in soft negligees. Better still, the clothes theme of the picture, like the plot, ‘builds up.’”


Among the increasingly glamorous looks worn by Stanwyck, two stand out: a high-necked backless satin gown is the first and is seen just before a previous lover of Lily’s confronts her current lover, leading to scandal and tragedy. It’s New Year’s Eve, and Lily is entertaining her current lover, played by Henry Kolker, and the audience’s first glimpse of Lily is of her bare back, before she turns around to show that the gown completely covers in front. The yin and yang of that design—the defiance of the naked back vs. the prim styling of the bias-cut gown’s front—is soon mirrored in Lily’s emotions as the scene progresses, when the past lover storms in, discovers who she’s with, and takes out his revenge. Stanwyck at first is shocked by what she sees, but her face also conveys a touch of satisfaction, as though she realizes both men got what they deserved by using her. (Of the focus on seductive, bias-cut dresses, Orry-Kelly noted in the interview from the Warner Bros. publicity department: “To put tailored things on Barbara Stanwyck would be a wanton waste of lovely curves, svelte figure and alluring femininity.”)


The winged gown for the moment Lily flees, by Orry-Kelly.

But it’s the final gown Lily wears that dazzles the most while hinting at her inner thoughts. Now married to Trenholm and waiting for him to come home, she reveals to Chico that a pigskin suitcase contains $500,000 in cash and bonds, all the money she’s saved from her years as a kept woman. (Another case seen seconds before displays an impressive array of jewelry.) But when Trenholm arrives home, he delivers bad news: He’s being investigated for mishandling the bank’s funds, and he’ll need every penny of Lily’s stash to pay for his defense. Tearfully, Lily tells him no, that she won’t give it up, not after everything she’s done to earn it.


That’s when the key detail of Lily’s gown becomes inextricably linked to the scene. Crafted of black bias-cut silk, the dress is topped with an embroidery of metallic bugle beads, designed to resemble wings that drape from Stanwyck’s shoulders. The instant message of this dress: Lily is ready to take flight, to escape this latest dilemma with her fortitude and her fortune intact.


Brent's Trenholm tries to convince Lily to stay and help him.

While a variety of endings were crafted for Baby Face—in one, she returns to Erie a sadder but wiser woman, while in another she escapes and never looks back—the final scenes in the version that unspools today [spoilers ahead] find her running back to Trenholm, cash-filled suitcase in hand, to discover that he’s attempted suicide. As she rides in the ambulance with him, the suitcase spills open, and when one of the ambulance attendants points this out, Lily says it doesn’t matter anymore. As she strokes his head, Trenholm smiles weakly, the implication being that she’ll save his life in multiple ways. But it may not be the ending that most respects the story; after years of men using her, Lily finds true love, but her wings are also clipped.


Baby Face’s brazen portrayal of a woman who eschews morals in favor of a comfortable life resulted in bans from theaters in cities all over the U.S. It also put the film squarely in the sights of Will H. Hays, president of the Motion Picture Producers and Distributors of America since 1922. Hays was already battling a spate of risqué films in the era that ultimately became known as Pre-Code Hollywood (a term that isn’t exactly accurate, given that a code that restricted everything from drug use to “a woman selling her virtue” had been put in place by the MPPDA in 1927 and was updated in 1930 after additional input from religious leaders). But films like Baby Face and the similarly themed Red-Headed Woman, a 1932 film starring Jean Harlow, were all the ammunition Hays needed to put more forceful measures in place. In 1934 the Motion Picture Production Code took effect, requiring each film to obtain a certificate of approval from the office before it could be released. Among the first films to suffer the consequences was 1934’s Tarzan and His Mate, with nude scenes featuring Maureen O’Sullivan’s body double excised from the film’s master negative prior to distribution.


“To put tailored things on Barbara Stanwyck would be a wanton waste of lovely curves, svelte figure and alluring femininity.” — Orry-Kelly

Of course, today we’re able to view Baby Face through modern eyes. And in the film, instead of a lack of morals, we also recognize moments of female empowerment. Orry-Kelly surely saw the same; otherwise, he wouldn’t have given Stanwyck’s character wings to fly, in the moment that mattered most.



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