BehindTheMakeup2 BehindTheMakeup20 BehindTheMakeup34
Hap Brown
Hal Skelly
William Powell
Fay Wray
Released by Paramount Pictures | Directed by Robert Milton

Proof That It’s Pre-Code

  • A married man cheats on his wife. But, hey, he’s Italian and super smooth.

Behind the Makeup: Cloying Around

“I seem to lack something. Something that appeals to everyone.”

“Sure, I know what it is. Hokum! You gotta give them hokum nowadays.”

Behind the Makeup is a strange little picture. It’s that silent melodrama you’ve seen before, as the kindly American clown who simply wants to entertain us common folks with a bit of heart is methodically destroyed through the abuse of his good intentions and kind heart. The goofy part is that for this Paramount vehicle, the film’s villain is not only juicier, but far more sympathetic.

It probably helps that he’s played by William Powell. Powell, who had been a heavy in a great many of silent pictures and had finally broken into protagonist roles as Philo Vance, the urbane detective of The Canary Murder Case, was still a bit of an unknown. Here he is at Paramount, and soon he would head to Warner Brothers and from there finally make it to MGM, where his urbane wit and ability to turn a punchline would make him into the star we remember him as.


I, too, look behind every lamppost hoping it’s Joan Blondell.

Here he’s the villain. The hero is Hal Skelly, who I’d be lying if I’d said I’d heard of before hitting play on this one. Skelly, whose Wikipedia resume includes the circus, medicine shows, musical comedy, burlesque, minstrels, opera, and, since it’s the only thing not yet listed, Broadway, is a sad clown. He’s a dope, the guy who speaks softly and has a big heart. He’s like Lon Chaney Jr. trying to play Lon Chaney, if that makes any sense. That kind of tragedy.

His character here is Hap, a dimwitted vaudeville 3rd rater who has finally hit a formula for success. He calls it ‘hokum’, but it’s pure-Al-Jolson-begging-to-be-liked cheese. He carves out a quiet living doing this, spending his nights in New Orleans going down to the local brasserie to flirt with the dark haired Marie (Wray), who flirts back but rarely hints where her true feelings lie.

Honey, no.

Honey, that wig. No.

This is where Powell’s Gardoni swoops in. Gardoni is starving when Hap finds him, but he takes the poor man in just before the poor man takes him in. Gardoni has been trained by the great clowns of Europe but has known only failure in America. Hap offers to teach him his ‘hokum’ hook, and soon finds that Gordini succeeds admirably, not only by stealing his schtick but by stealing Marie as well.

Years pass, and the money rolls in. Hap has joined Gardoni as the distant second banana. Their routine involves Powell putting on a mask and dressing as a ritzy woman who abuses her pet monkey and/or child (it’s abstract) played by Hap. There’s obviously no metaphor there, so let’s continue. Gardoni wails about the tragedy of having to dumb his act down, while Hap is just happy to have some money, even if he gets caught staring at Marie every so often and he knows about Gardoni’s mistress, Kitty Parker (Kay Francis).

Who are these two clowns.

Who are these two clowns.

Parker is an especially cold vamp, turning on him when a new man arrives and his gambling debts run too high. What does a proud man do when his world collapses? And how far will Hap go to cover up for Gardoni, the man who treated him with respect but his ideas like dirt?

Gardoni is an interesting beast. A mix of pre-(Second) World War European snobbery and pure “artiste”, Powell plays him not as a complete monster but an unknowing one. His training in the great houses of Europe has taught him to erase any doubt in himself, which is bad. It makes his every move one of complete faith in his own instincts, which sabotages him at every turn. It’s a tragedy, a man blind to how being taught to succeed and be great has completely removed from him the ability to enjoy what he does when he finally finds success. This is a harrowing contrast to the alleged protagonist, who is just sad and has to wait with his sad puppy face while Gardoni’s tragedy plays out.

"Where is that monkey? I can't carry you around ALL day."

“Where is that monkey? I can’t carry you around ALL day.”

Powell makes the part work out because Gardoni still isn’t a total heel. He likes Hap. He likes his wife. He just can’t see who he really is after years of conditioning and having a legendary family name clouding his views. This makes the constant attempts to put Hap at the center of the thing seem more like dead weight.

Powell affects a bad Italian accent for the part, while Wray is French-lite. The acting is fine all around and the film has a rather wonderfully seedy look. It also has excellent sound design for a 1930 film, which I always must point out the few times I actually get to. In fact, there’s not much not to like about the film’s quiet charms overall. But there’s just something missing.

"I say, this setup is quite a design! A design for living, you may say!"

“I say, this setup is quite a design! A design for living, you may say!”

It’s pretty ballsy to make an aching, layered melodrama about the tragedy of comedy with such sincerity. Maybe that’s my problem with the movie. It feels like the kind of film Sullivan’s Travels makes fun of, a very serious, important movie about how hard it is to make fun. But that tragedy is so overwrought here that it can’t be taken seriously. For all its preachiness about hokum and heart, theirs a current of real sadness here that seems divergent from the movie’s intentions.

Behind the Makeup feels like a byproduct of the silent era’s beautiful visual geometry, but also its staid story designs. William Powell packs up the film with an assured performance and runs away with it. Skelly and the film fade in comparison.


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Trivia & Links

  • This review over at the New York Times mentions that Dorothy Arzner co-directed the film, but for some reason was denied credit. Mordaunt surmises of the film:

The characters are quite well delineated, but the story is rather limp and disappointing.


Awards, Accolades & Availability


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Danny is a writer who lives with his lovely wife, adorable children, and geriatric yet yappy dog. He blogs at, a website dedicated to Hollywood films from 1930 to 1934, and can be found on Twitter @PreCodeDotCom.