Baby Face is a 1933 American pre-Code drama film directed by Alfred E. Green for Warner Bros., starring Barbara Stanwyck as Lily Powers, and featuring George Brent. Based on a story by Darryl F. Zanuck (under the pseudonym Mark Canfield), Baby Face portrays an attractive young woman who uses sex to advance her social and financial status. Twenty-five-year-old John Wayne appears briefly as one of Powers's lovers.

Marketed with the salacious tagline "She had it and made it pay", the film's open discussion of sex made it one of the most notorious films of the Pre-Code Hollywood era and helped bring the era to a close as enforcement of the code became stricter beginning in 1934. Mark A. Vieira, author of Sin in Soft Focus: Pre-Code Hollywood has said, "Baby Face was certainly one of the top 10 films that caused the Production Code to be enforced." In 2005, Baby Face was included in the annual selection of 25 motion pictures to be added to the National Film Registry of the Library of Congress.

Plot

Lily Powers, an attractive young woman, works for her father, Nick, in a speakeasy in Erie, Pennsylvania, during Prohibition. Her father has been prostituting her to his customers since she was 14 years old. An influential politician threatens to have the speakeasy shut down after Lily refuses to have sex with him. Nick berates Lily for rejecting him. Lily then tells Nick she's moving out and that she'll hate him forever for forcing her to have sex with strangers. Minutes later Nick is killed in an explosion while repairing his burning still.

After her father's funeral, Lily visits Cragg, an old cobbler and the only man she trusts. She tells him she was offered a job as a stripper at a local burlesque club. Cragg disapproves and encourages her to adopt Friedrich Nietzsche's philosophy of exerting one's personal power over others for self interest. In Lily's case, that means using her sexuality to exploit men financially rather than allowing men to exploit her sexually.

Later she and her best friend, a young Black woman named Chico who was her co-worker at the speakeasy, illegally board a freight train to New York City but are discovered by a railroad worker. He threatens to report them to the police but Lily seduces him and the two women remain on the train.

In Manhattan, Lily seeks work at Gotham Trust, a large international bank. She seduces the personnel worker to land a clerical job. In the filing department, Lily begins an affair with Jimmy McCoy Jr., who recommends her for promotion to his boss, Brody. She easily seduces Brody, and he promotes her to the mortgage department. Later, Brody and Lily are caught having sex in the ladies' room by a rising young executive, Ned Stevens. Ned fires Brody on the spot. Lily then falsely claims that Brody forced himself on her and that she was afraid of losing her job if she resisted. Ned believes her and he gives her a position in his accounting department.

Ned is engaged to Ann Carter, the daughter of First Vice President J. P. Carter. Despite this, Lily seduces Ned as well. When Ann calls Ned's office to say she will be visiting, Lily arranges to have Ann see her embracing Ned. Ann runs crying to her father, who tells Ned to fire Lily. Ned refuses so J.P. advises Ned to take a vacation and kindly offers to handle the situation. J. P. calls Lily to his office to fire her. Lily claims she had no idea Ned was engaged and that he was her first boyfriend. Lily salvages her situation by seducing J. P. and he installs her in a lavish apartment with Chico as her maid. Ned, who is now in love with Lily, quits the bank and breaks off his engagement with Ann. He then tracks Lily down on Christmas Day but she spurns him. He later returns to her apartment to propose but finds J. P. there. He shoots J.P. to death and then shoots himself and dies.

Courtland Trenholm, the grandson of Gotham Trust's founder and a notorious playboy, is elected bank president to handle the resulting scandal. The board of directors learns Lily has agreed to sell her diary to the press for $10,000 which includes the stories of her multiple office affairs. Consequently, the board members summon her to their meeting room. She tells them she is a victim of circumstance and wants to move far away, change her name and earn an honest living. The board considers giving her $15,000 to withhold her diary. Courtland, however, sees through her ruse and instead offers her a position at the bank's Paris branch and to pay for her travel expenses. She reluctantly accepts and later changes her name.

When Courtland travels to Paris on business, he is impressed to find Lily promoted to head of the travel bureau. He takes her out for dinner and later invites her to travel with him. He falls in love with her during their vacation. Lily suggests marriage and Courtland agrees. Lily then moves back to New York with her new husband.

Soon afterwards, the bank fails due to mismanagement which the board unfairly pins on Courtland. He is indicted and tells Lily he must raise money to finance his legal defense. He therefore asks her to return all the bonds, stocks and jewelry he's given her. She refuses, saying that would impoverish her. She then leaves and books passage on a ship back to Paris. However, she reconsiders while waiting for her ship to leave port.

She disembarks and searches for Courtland. She finds him in his office where he has shot himself in the abdomen but is still alive. She tearfully professes her love for him and tells him he can have all of her money. During the ambulance ride, a paramedic assures her Courtland will likely survive. Lily accidentally drops her jewelry case, spilling money and jewels on the floor. When the paramedic points this out, she tearfully tells him they do not matter anymore. Courtland opens his eyes and sees Lily.