Please note: This week’s article is probably NOT WORK SAFE.

Proof That It’s Pre-Code

  • Holy crap, are you kidding? Okay, on a base level, the film is about a young, religious girl becoming deflowered and having her innocence robbed from her.
  • Lily (Marlene Dietrich) is a virginal religious girl, who rambles on about the Biblical “Song of Songs“. Upon explaining this to her aunt, the aunt retorts, “I don’t know the song of songs, but knowing your father, I imagine there was something dirty in it.”
  • The girl becomes an artist’s model, which means not only is she surrounded by nude drawings and sculptures, but that she herself undresses to perform her duty. We don’t see anything, but the beauty in this movie is in what is implied. More on that below the cut.
  • One part of the plot is about a masochistic old Baron who traps said girl into marrying him and he cackles with glee as he listens to her crying on their wedding night, shortly before he enters her bedroom. He stalks above her while she stays out of frame and then… you know. Nasty stuff.

She Wants to Know What Love Is

“I can’t take my clothes off!”
“Why not?”
“Because then I’d be undressed!”

The almost goofily innocent Lily shows her reverence for God. … that doesn’t last long.

It’s not often when I pull a DVD out of the sleeve that I whisper to myself “Hell yes”, but today is one of those times. Directed by Rouben Mamoulian? Starring Marlene Dietrich? Damn straight.

So even when the movie turns out to be one of those fallen women morality plays that’s barely a generational step from a silent melodrama (in fact, it’s a the third version of this story and the first and only one in sound), it’s a good thing that there’s more than enough talent on both sides of the camera to keep things fresh.

The story here is about a quiet girl named Lily (Dietrich) with an evocative name whose father has just passed away. Lily is pious– the only possession her dad left her was his Bible– and is forced to move in with her perpetually drunk aunt (Alison Skipworth) who runs a bookstore in Berlin. The aunt’s already lost a daughter to vice, so she’s extremely strict with Lily.

“Stop staring at me like that, naked lady sculpture.”

Unfortunately she doesn’t account for the roguish sculptor from across the street whose studio is lined with nude statues from the abstract to the obscene. Richard (Brian Aherne) catches Lily with her leg snaking out of her skirt and insists that she come over and pose for him. Thrilled by the attention, she sneaks out late at night and, after a great deal of prodding and shady arm wrestling, she strips and poses for his statue, which will be called “The Song of Songs.”

Richard’s friends with the Baron von Merzbach (Lionel Atwill), and the two share a healthy fascination for the female form that involves quite a bit of staring. The Baron decides that he must have Lily and sets out to seduce her by throwing around his money and bribing her aunt to court favor.

Richard and Lily, meanwhile, continue to meet in private while he molds the statue, and, in a scene of surprising eroticism, eventually make love. They soon spend a day in the country frolicking. However, Lily makes the mistake of mentioning commitment, and Richard has no choice but to run away with his tail between his legs.

Uh, yeah, no comment here.

Once she realizes she’s been duped, the Baron sweeps in. She marries him in a fit of anger, only to realize on their wedding night that her wifely duties are expected to be performed. The baron pushes to mold her, to turn her into a woman of brilliance, while reveling in his sexual domination of her.

The baron can’t leave well enough alone, and after his attempts to brag about his conquest to Richard, Lily decides to spite both men and go to be with a servant. This unfortunately leads to a house fire, and Lily walks off into the night, dazed. She later turns up as an escort before the ever-doting Richard picks her up and brings her back to his studio, where she gets to see that statute for one last time and everything it represents.

Mamoulian is the director of one of my favorite films, the 1932 Dr. Jekyll and Mr. Hyde, and he brings a great visual style to the proceedings. This remake probably had a lot to do with the Pre-Code fascination with artists models (they get naked!) and Dietrich’s wonderfully expressive eyes don’t hurt. But that’s not all that’s here.

And, Boy, Do They Want to Show Her

“I wish people were free to do and say as they felt.”

The most dangerous gam.

What fascinates me about the film, besides the gorgeous visuals and Dietrich, is how it functions as a morality play, and what its message is. A lot of films like this appear to be fairly cut and dry:

  • The innocent girl becomes slutty.
  • The girl shouldn’t be a slut.
  • The girl is punished.
  • Roll credits.

The Song of Songs is luckily a little trickier than that, and so instead of Mary Pickford or whoever learning about the dangers of spreading her legs, Mamoulian frames the film twofold: this is the story of a woman learning both the joy and the danger of sexuality, and of how so many men desperately crave to exploit that.

The important thing is that Lily doesn’t just walk into Richard’s sculpting lair, but is raised by her father to be a perfect Christian. As it was once so well put, “Too much perfection is a mistake”, and her father’s use of her as a conduit for his own guilt and frustrations has shaped her into a woman completely dependent on strong men to shape her.

The two men want her, and spend most of their scenes divided by either her or her statue.

The conflict between the sculptor and the baron is a rather unsurprising dichotomy as well. One an artist, the other a soldier, with the artist being untrustworthy, flighty and jealous, while the baron’s cruelties and lack of empathy fit his military background handily.

So that gives the first two thirds of the film with Lily being victimized by religion, art, and power. It’s not surprising then when her life falls to pieces, she willingly throws herself into the same situations, expecting to get used by men and unsurprised by the results.

That’s why the ending isn’t hopeful. Love is deeper– and darker– than either had expected or could fathom, despite what the titular “Song of Songs” tried to warn them. The film ends with the sculptor desperately trying to rekindle a love and innocence that no longer exists. He folds her unto himself, trying to unite the two disillusioned people again in a way that could simply never be.

Lessons in Visual Geometry

Sometimes in writing this I take a series of screenshots and put them together to show you just how a director has composed a scene, and this week… I may have gone a little overboard. Since, as previously stated, Mamoulian is one of my favorites, I couldn’t help but grab a batch of screenshots and launch into some dissection:

This, the third or fourth shot in the film, emphasizes Lily’s religious devotion to an almost comical degree. There’s at least three crosses in the field of view above, behind and in front of her, all dominating her diminutive figure.

Since the director can’t show Dietrich’s undressed bottom bits, Mamoulian quickly substitutes a relevant sculpture from nearby so that the illusion isn’t broken for the audience. Instead of being robbed of nudity, we’re just presented it in the closest way the direct can show it. This also underlines how ‘perfect’ Dietrich’s body is, since these statue are quite flattering to her figure.

Even more explicit than the legs is this torso with a nice pair of erect nipples.

After Lily’s first few experiences modeling, she’s lost her virginal glow and become drunk on her desirability. She shrinks behind one of Richard’s statues here. First, notice the position of the bouquet she’s been toying with gleefully, a representation of her joy which, here, is not subtly placed on the crotch. Second, notice the head’s downward turn, which will frame the next shot, showing Lily as being studied and watched by these impassable statues, themselves a representation of hedonism. Of course, looking at that statue, whether it’s currently enraptured in hedonism or regret is probably up to debate.

Here she is with the statue framing her, unemotional yet somehow silently judging as well.

Lily again leans over a statue, and this is also a woman where the bushel of flowers certainly indicate love springing forth from her, you know, loins. This statue also silently, impassively judges Lily and her joy.

After Richard kisses Lily before it’s time for the modeling session, there’s a momentary pause and Lily runs to go do her duty and strip. Where before Mamoulian was coy and teasing us with images of naked idealized flesh, here he’s more direct: the shadows from her undressing play against the wall behind her, allowing us to finally conflate the final actions of her physically removing the clothing to the statues and hints we got earlier. Also note the statue on the left. A few screenshots above, it looked to be judging. Here… is that a smile?

Richard pounds on the clay while he watches Lily’s shadow undress herself. Before her nudity for his sculpting was completely matter of fact; now, after that kiss, he’s becoming completely consumed with desire. Will he make it? Those pointy nipples say no.

This guy is doomed.

Just for comparison, here’s how Lily looked the first time she was posing for this statue, when she was innocent and pure.

And here’s after the kiss and the line has been crossed. Those lashes could kill a man. Also note how the background is much darker, with all of the light focused in a much more narrow place– she’s lost her Godly glow.

He approaches her to criticize her pose, and she covers up– again, showing their relationship has lost its asexual quality. Now he brings her chin up and they kiss again. And that union is what creates…

This. A statue entitled “The Song of Songs” and supposed to demonstrate Lily’s purity and reverence. Of course, through the rest of the movie this becomes a Picture of Dorian Grey-esque piece of art, as it enshrines all that is good about Lily while all of the demons and darkness begin to surround her after the sculptor runs off and leaves her behind. In the film’s language it’s made out of marble, but, either way, it a brighter white than every other piece that Richard has made for a reason.

The film introduces us the the third piece of the love triangle, the Baron, by having him ogle a sketch of Lily’s statue and then the woman herself. We soon see him making overtures about a marriage to Lily’s aunt, offering a great deal of money for a cheap book simply to show off how wealthy he is. However, in case you think there’s anything charming about his behavior, all you really have to do is check out his hat to know which side he’s really on.

But once the sculptor abandons Lily, she’s trapped by the stiff, cold baron. She collapses into a ball of tears, ripping the covering off the statue that shows her innocence. The baron’s inability to give comfort here grows into a general loathing and sadism as the film continues.

This is after Lily and the Baron have married. The Baron has invited the sculptor to his mansion for dinner, and he’s not so subtly bragging about his conquest of Lily. Check out how he’s positioned in each of their conversation scenes, either in between the two former lovers or using motion to indicated his domination. In the bottom left he’s even playfully slapping Lily, though the malice isn’t too far sublimated.

Lily eventually surrenders herself to one of the baron’s lecherous aids in a final, grand act of defiance against Richard’s ‘too little, too late’ confession of love. It’s her believing that she can only operate at the whims of men again. Look at how she’s being carried off by the man, much in the manner you’d see Frankenstein or some other monster carry off an innocent girl– I don’t think that’s uninentional.

Here’s the end of the film, where Lily is confronted for the first time in years by the statue that started her on the path down the road of misery and emptiness. Crossing the room, her shadow merges and slightly hangs over the statue’s shadow, a beautiful and clever nod that the beautiful, pious girl may still be inside there somewhere.

The picture on the left is from the beginning of the film and the right is from near the end. The movie even helpfully fades in and out of the identically framed conversations during the end, further driving home what’s happened– Lily has escaped from that statue’s shadow. She’s no longer the shirking violet, and is now the nude woman in full, sexually liberated and free.

Lily, upon seeing the Song of Songs statue again for the first time in years, briefly becomes speechless.

Soon, though, she can’t stand the way that statue is looking at her. One site I saw said it represented her being put on a pedestal, but I maintain that this is a scene of her exorcising the last vestiges of her innocence.

In this lovely composed steady horizontal pan, from the point of view of Richard, we follow the pieces of the statue to the black mass that is Lily, sobbing intensely on the floor. In the last shot, check out that triangle of a light floor patch that contains her, as well as the pattern which her figure breaks the boundaries of. She looks like something sad, elegant and broken all at once. This is my favorite shot of the film.

The final shot involves Richard lifting Lily off the ground and pulling her in close. He tells her to think of happier times and to try and remember what used to mean everything to her. Like I said before, Richard’s become so emasculated by this point, it cant help but look desperate. He folds her in in desperation to forget the past.

TheSong of Songs isn’t a great movie, but it’s an incredibly well made one. It feels older and stodgier than a lot of Pre-Code films, but for what it does, it’s worth the effort to find.

Trivia & Links

  • This was originally slated to star Miriam Hopkins. And while I do love Miriam Hopkins, I don’t think this is a Miriam Hopkins film.
  • I’m not going to lie, I’m really starting to enjoy Andre Senweld’s reviews in The New York Times, like his for this week’s movie. Unlike Mordaunt, he comments on the film rather than the audience, and doesn’t seem to simply list his likes and dislikes in an obvious way. He also uses the word “demimondaine” which is apparently a Victorian way of calling someone a prostitute, which is always handy to know. I like this passage:

The youth induces the girl to pose for him, and in the nights she slips off to his studio. As the statue of the girl takes form, imprisoning her white innocence in the marble, she reveals her affection for him, and they spend many days together in the country.

  • This was Marlene Dietrich’s first American film not directed by Josef von Sternberg, who’d previously displayed her talents in The Blue Angel and Shanghai Express. This makes this film kind of unique since it really tries to sell Dietrich as an innocent young girl at first, which is really bizarre to see her play. But, as always, Dietrich manages.


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.


Bondo · June 17, 2012 at 10:28 am

This sounds like fascinating viewing, skeptical though I usually am about films that tease sexuality without indulging it.

    Danny · June 18, 2012 at 4:38 pm

    It’s pretty heavy melodrama all around, but I enjoyed being able to sink my teeth into it. Dietrich and Mamoulian made it extremely watchable.

Grand Old Movies · June 20, 2012 at 7:37 am

Great series of pics, illustrating Mamoulian’s visual scheme, particularly his symbolic use of shadow. I happen to like this film very much, being that I’m both a Dietrich and a Lionel Atwill fan. Atwill had a great talent for playing leering scoundrels (see his performance in the pre-Code ‘Murders at the Zoo’), and he’s at his best here. He and Dietrich also made a von Sternberg film, ‘The Devil is a Woman,’ where he plays quite the opposite character – a man helplessly in thrall to the gorgeous, cold-hearted Dietrich, who drives him to despair and degradation. Many viewers interpret that film as a coded portrait of the Dietrich-von Sternberg affair.

    Danny · June 20, 2012 at 4:57 pm

    The whole cast is definitely a treat and help elevate the material wonderfully. Murder at the Zoo is definitely on my ‘to watch’ list, as is The Devil is a Woman since I have to see it after your description. Thanks for reading!

Joseph Andrews · September 29, 2013 at 9:25 pm

Two of your comments led me to assess this movie’s context in Dietrich’s career in a way that I had never before considered: “One site I saw said it represented her being put on a pedestal, but I maintain that this is a scene of her exorcising the last vestiges of her innocence” and “This was Marlene Dietrich’s first American film not directed by Josef von Sternberg . . . . This makes this film kind of unique since it really tries to sell Dietrich as an innocent young girl at first.” By making a film with Mamoulian and playing a character that at least began as innocent, Marlene was chipping away at the film image that von Sternberg helped her develop–that of a perpetually fallen woman. Others have made that observation before, but I wonder whether people have compared this film enough with The Scarlet Empress. Like The Song of Songs, The Scarlet Empress depicts a girl who loses her innocence; meanwhile, oppressive figures try training her to be an obedient wife, but she instead becomes a worldly woman who claims her agency and lives life on her own terms. Von Sternberg, however, restyles this plot (for example, Dietrich’s character loses her innocence quite abruptly–compare her eyes before and after her character bears an heir), as if he were reattaching the pieces that Dietrich had chipped away from her image when she was making The Song of Songs. Also, I regard Mamoulian’s suggestions of nudity as a more daring continuation of the suggestions of nudity in the initial swimming scene of Dietrich’s preceding film, Blonde Venus, but Von Sternberg also took that and Mamoulian’s suggestions and made them blatant nude realities in the storytelling/dream sequence at the beginning of The Scarlet Empress.

    Danny · October 1, 2013 at 8:44 pm

    It’s been a long time since I’ve seen Scarlet Empress or Blonde Venus, so I’m sorry I can’t respond to your comment better, but I like what you’re saying. I’ll keep it in mind when I hit those movies for this site!

Judy · June 30, 2014 at 5:40 am

I’ve just seen this one at the BFI and was absolutely blown away by it – Dietrich is fantastic in it and I also really liked Atwill’s evil performance. This is a great review and I really appreciate your discussion of the various stills you’ve picked out.

    Danny · June 30, 2014 at 10:16 pm

    Right?! I love Mamoulian’s movies, and it’s kind of amazing this one is so obscure. I guess people just get so caught up in the Sternburg/Dietrich films that this one is easy to overlook. Too bad.

88marcus · January 26, 2017 at 7:32 pm

All the pictures here, were deleted… 🙁

Terence · June 14, 2017 at 7:04 am

I just watched this one again after many years. It is loaded with metaphors both visual and verbal and some are almost Victorian. After Aherne and Dietrich’s first kiss, she observes that he crushed her bouquet of flowers. I also think they knew how difficult it would be to sell the audience on a virginal — and probably underage — Dietrich. Notice the Freudian business about how she rubs the books with her hands. She may be virginal but Mamoulian is at pains to show her as full of sexual and​ highly combustible energy. The director and star were clearly trying to have fun with a rather prudish property. Also, Skipworth essentially​ pimps Dietrich out to Atwill during the ‘bribe’ scene. I was taken aback by that scene.

Lesley · June 18, 2017 at 2:00 pm

Song of Songs is surprisingly new to me as well, so I’m glad to see your excellent screen shots and analysis. I haven’t watched the whole movie yet, only the first and last few minutes. I was happy that Marlene’s work here as innocent was so much better than in Scarlett Empress, where it’s depicted via widening her eyes almost grotesquely and leaving her mouth open. Mamoulian got a much more nuanced performance. From my cursory viewing and your review it’s clear that this movie is overstuffed with arresting images and iconography. At the moment it feels a bit overwhelming and somewhat confused, morally and character-wise. Looking forward to giving it the attention it deserves….

Lesley · June 18, 2017 at 2:11 pm

Another comparison with Scarlet Empress: Both films use large, stylized sculptures that seem to comment on the action. I love that, and it’s hard to imagine any other studio of the era building those sculptures into the budget or getting such expressive ones. Paramount studio style in the pre-Code era is in a class by itself.

And one more contributor to Song of Songs worth noting: screenwriter and poet Samuel Hoffenstein, who also cowrote Trouble in Paradise, Lydia, and a few other very interesting scripts. I imagine he brought his poet’s ear to this movie’s treatment of the Biblical poetry it’s named for, in all its ecstatic, erotic glory.

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