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Directed by Robert Milton. With Hal Skelly, William Powell, Fay Wray, Kay Francis. Gardoni, a down-on-his-luck vaudeville performer, is taken in by a fellow performer, a clown who has a bicycle riding act. Gardoni shows his appreciation by stealing the clown's act and his girlfriend, whom he marries.

Behind the Make-Up is a 1930 drama film starring Hal Skelly, William Powell, and Fay Wray. It is based on the short story "The Feeder" by Mildred Cram. A vaudeville performer takes advantage of his partner, even to stealing his girlfriend. This was the first of 7 films that William Powell and Kay Francis were in (Street of Chance (1930); Paramount on Parade (1930); For the Defense (1930); Ladies' Man; Jewel Robbery (1932); One Way Passage (1932))