Loretta Young
Winnie Lightner
Lyle Talbot
Released by Warner Bros. | Directed by George Amy & Busby Berkeley
Run time: 64 minutes

Proof That It’s a Pre-Code Film

  • It’s about forced prostitution, virginity, and petulant male power grabs.

She Had to Say Yes: It’s an Awful, Awful Life

“I suppose it’s just the matter of choosing the lesser evil.”

She Had to Say Yes feels like a different movie than it must have felt a year ago. Or even six months ago. Since the exposure of Harvey Weinstein as a mafioso of an empire of sexual predation and terror, She Had to Say Yes, which dozens of critics over decades have called ‘pessimistic’ in its portrayal of men as passive-aggressive drooling monsters, seems really, really on point. For anyone paying attention, the movie isn’t making untowards claims about the male sex; it’s just not being fucking polite.

Here’s how skin-crawling She Had to Say Yes is: after a brief introduction to all the people whose lives rely on the success of a clothing business, we’re treated to a meeting of the executives who are fretting that the coterie of women they normally keep on hand to ‘entertain’ their buyers simply aren’t cutting it any more. Why even provide girls to the buyers? “If you were a buyer a couple of thousand miles away from home, what would you want?” the boss huffs.

Tommy Nelson (Regis Toomey) steps forward, cocksure. His plan? Offer the office secretaries up to the buyers. You’re cutting out the gold diggers and bringing the lambs to the slaughter. The best part is that the girls will get a small bonus, while the salesmen will get hefty bonuses as they transition into becoming nothing more than pimps. The other company men acquiesce; as long as they make it voluntary, what could go wrong?

Perhaps ‘acquiesce’ is too nice– ‘salivate’ may be more appropriate.

Tommy’s inspiration for this plot may have come from Florence (Young), a cute secretary who he’s making time with and is deeply enthusiastic about his ‘secretaries are whored out for dates’ plan. (Florence fawns over Tommy, calling him ‘so nice!’. Tommy pats her on the hand, “Yeah, I think so too.”) The secretaries, wide-eyed and clearly the innocent babes among the wolves, are also enthusiastic. It’s the Depression. A free date is a free date, just like a hot meal is a hot meal, and not being dead and destitute is not being dead and destitute.

But Tommy begins to fool around with Birdie (Suzanne Kilborn), one of the most willing of the secretaries, and suddenly loosens his policy of letting Flo go out with the buyers. He plays like it’s a great pain, but he wants the money.

Here’s where She Has to Say Yes gets interesting. Her dinner date is the film’s other lead, Lyle Talbot as Daniel Drew. The moment seems ripe for a real romance; he’s handsome, sweet, and promises not to get pushy. But this movie won’t give the audience the easy way out. He lures Flo to his room to help him with some letters, but they find a bottle of champagne, courtesy of the company. More than a few drinks and a number of offers erase his charm, and Flo is gone in a huff.

They reunite and Daniel apologizes. He takes her to dinner, and showers her with cards. Meanwhile, Tommy is revealed as the two-faced cheater he is. We all know how this should work out, but instead Daniel never loses his arrogance. Despite all the moments of charm and sweetness, he’s still in the situation thinking it’s a transaction. He’s there to keep inserting coins until he hits the jackpot.

She Had to Say Yes is wonderfully illustrative in how men manipulate. Pester them with romantic trinkets. Tell them they’re like no one else. Offer excessive and direct flattery. Accuse the woman of doing what you’re doing or what you’ve done. Appeal to their nobility. Push into their private space and hint at what you could do. Tell them to loosen up and have some fun. Push ’em a little. Tell them you love them. Challenge their honor, integrity, and point out that they’re disgusting to boot. Call them tramps. If all else fails, beg for forgiveness and try everything all over again another time.

Flo’s problem is that as soon as she lets the company push her into the racket, her integrity is nothing but suspect to everyone. She quits her job as it becomes clear that the voluntary nightly trips with buyers are no longer that. As soon as anyone suspects her of getting intimate with a man, society deigns her as going from category A to B. This makes her life a field of landmines, so Flo is eager to accept Daniel’s marriage proposal and retire from the life. But he sees Luther Haines (Hugh Herbert), another buyer with his eye on Flo, and dollar signs float before his eyes. He suggest Flo take this buyer out; this gives Daniel plenty of other ideas, too.


Flo plays the part perfectly, and gets the contract signed with Luther. But Daniel loses his faith in her, thinking that she’d used her body to get what she wanted. Once again, this film fully illustrates the whiny petulance of white maleness. Each man takes turn becoming obsessed with Flo’s virginity, becoming morose and decides that it’s now their right to take what they want. They only need a doubt to gain the courage to do what they want with her.

Daniel lures Flo to a remote house and, again filled with alcohol, pushes her, gropes her, chases her into a bedroom and prepares to rape her, dropping his coat and loosening his tie, almost licking his lips. He embraces her in the darkness and she whispers, “Is this all I mean to you, Danny?”

Daniel manages to gather a modicum of shame and stops himself. Tommy shows up and there’s a punch thrown to put the whole affair at a rest. Both men have to grudgingly admit that Flo probably hasn’t slept with another men, and one of them ends up confronting her and confessing their love. Which one? Who cares.

Flo fights back tears as this whole ordeal has drained her completely. “Oh, why doesn’t a woman ever get a break? You treat us like the dirt under your feet,” Flo cries. She adds, “Oh, you’re all alike. You trust a woman as far as you can throw a piano. And the more you love her, the less you trust her.”

And then she breaks and admits now it’s all just ‘a matter of choosing the lesser evil’. That’s Depression-era romance for you. The man promises to marry her in the morning and offers to take her back inside. But she’s broken, and she just wants an end to it. She even whispers into his ear, and he carries her over the threshold. She’s punting her virginity once and for all. If everyone thinks she’s in column B, let’s just get this whole fucking nightmare over with.

End spoilers.

She Had to Say Yes is as full of breathtaking nihilism as the more-famous Baby Face, but Loretta Young’s Florence simply lacks the amoral fire that lit Barbara Stanwyck in that film. Florence is clearly a victim of the male world– more realistic, yes, but it’s all grinding and merciless. This is an unpleasant film through and through, almost painful to watch as each turn towards hope repeatedly results in either Toomey or Talbot clenching their fists and lowering their brows. And poor Flo, she just wants to make them happy.

Unlike in so many other classic Hollywood concoctions, Flo isn’t given a choice between Mr. Right and Mr. Wrong, but rather the same faithless cruelty in different disguises. In the zero-sum, capitalist endgame world of She Had to Say Yes, your company owns you and your reputation is at the whims of everyone’s worst instincts.  It is a truly galling film, and one that has never felt more relevant.

Other Reviews, Trivia, and Links

  • TCMDB has a brief article on this, talking about how poorly it was received at the time:

In her book A Woman’s View, film historian Jeanine Basinger, called She Had to Say Yes “a smarmy, mean little Depression movie” that “puts the capper on showing how women are used by men.” A promotional teaser for the movie put it a little more discreetly: “We apologize to the men for the many frank revelations made by this picture, but we just had to show it as it was filmed. The true story of the working girl.”

The most backward witness is convinced of her essential virtue almost at once, but the two young men in the picture—Lyle Talbot and Regis Toomey—are incessantly tortured by the needles of suspicion. Each takes his turn at being in love with the wide-eyed heroine, and each misunderstands her relations with the visiting buyers.

No sooner has one cloud of doubt been dispelled than another clatters across the horizon, like a creaking, movable set in a village opera house. It is a wearing and wearying process which reduces Miss Young to tears and her audience to the jitters.

  • Cliff at Immortal Ephemera talks about the film’s creation and history. This is the first ‘film’ that Busby Berkeley directed, and here’s Cliff talking about that:

She Had to Say Yes was Busby Berkeley’s reward for jobs well done at choreographing the musical scenes in the classics 42nd Street and Gold Diggers of 1933 (both also 1933). According to Berkeley biographer Jeffrey Spivak, production chief Darryl F. Zanuck had promised Berkeley a directorial assignment if 42nd Street was a hit. The stipulation was a co-director, who turned out to be Gold Diggers editor George Amy. Spivak wrote that Berkeley called the movie routine, “but a pleasant one to do. I learned not only that I could direct, but that I liked it” (82).

I know that I have given you the entire story of this movie, but it really has to be seen to be believed. I don’t even know what to say to wrap this up. Were the writers smoking opium? Did they hate women? Did they hate men? Was Loretta Young especially hard-up for a paycheck? It’s a mystery. But if you get a chance, you HAVE to see it. I’m telling you. You only owe it to yourself. You have to say yes.

  • Also incredibly fun: as is the norm in many of these early 30s pre-Code flicks from Warner Bros., the soundtrack borrows heavily from the studio stock. You can definitely catch an orchestral version of “You’re Getting to Be a Habit With Me” from 42nd Street rollicking in the background during the movie. It’s highly inappropriate!

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.


Jim Long · February 16, 2018 at 7:20 am


Are the screenshots that usually accompany each film review going to be a casualty of the new page design?



shadowsandsatin · February 16, 2018 at 8:39 am

Thanks for giving my review a shout-out, Danny. Loved your take on it. I still feel kinda skeeved out by this movie.

Rift Corbitt · February 17, 2018 at 1:10 pm

Excellent thorough reviews as always. Any chance the amazing pre Feb 2018 site design will make a comeback? Even without a search is fine as one can simply use;*&cad=h

Sheila · March 12, 2018 at 1:17 pm

That was a blazingly great overview of a really stinko movie. Thank you for your insights, I love reading your stuff!

Michael T · September 8, 2018 at 6:07 pm

Wow. I just this film for the first time. Totally stunning.

Only back in the Pre-Code era — not even today when we’re supposedly so enlightened — could a movie *accurately* depict what actually happens far too often between men and women, between predators and their prey.

Bravo as well for the finale, not a conventional Hollywood “happy ending” at all, but one more solid and shocking confirmation of the dead end deal for so many women in our society. This movie may not always be pleasant to watch, but it’s a worthy slap in the face, just like the one Loretta Young gave to Regis Toomey.

Dave · February 11, 2021 at 3:51 am

I’ve seen this one a few times, and am always creeped out by Hugh Herbert in a straight role. He always seems to have dropped in from another planet, and seeing him as a “real” person is disturbing. It’s like if Charles Butterworth played Hamlet.

Peter · February 11, 2021 at 2:35 pm

The best zinger:
Customer: “I’m from Missouri.”
Maizee: “And I’m from the Virgin Islands”

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