Frank Woodruff | Wildcat Bus | Play Girl | Lady Scarface

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Frank Woodruff

Frank Woodruff directed 10 low budget movies during 1940 - 1944. He is today one of Hollywood's most obscure directors. He worked on musicals, gangster pictures and romantic dramas, and was not associated with any one genre.

Some common features of Frank Woodruff films:


Story Construction:

Visual Style:

These common features appear in two or more Woodruff films or scenes.

Wildcat Bus


Wildcat Bus (1940) is an oddity. It deals with an attempt by racketeers to wreck a small bus company. The MGM series of short films, Crime Does Not Pay, often dealt with rackets like this that preyed on small businessmen, and Wildcat Bus can seem like a Crime Does Not Pay episode expanded to feature length.

The busses are technological objects, and we see the business organization behind running a bus company. Such a technological, industrial background would be part of semi-documentary film noir to come.

Female Heroine and Villain: Positions of Power

Wildcat Bus is most notable for the positions of power it assigns to women. The heroine (Fay Wray) is the manager of the bus company. She has a running conflict with the hero, but never backs down. And at the end of the film, she keeps her position, while the hero surrenders his, in contrast to a million Hollywood comedies and dramas where the uppity businesswoman learns to be a meek hausfrau at the end.

Even more unusual, the racketeers turn out to have a woman head as well. This look at female criminality will return in Woodruff's Play Girl and Lady Scarface. For a director as obscure as Woodruff, his films show an auteur-like consistency in their subject matter.

Upper and Lower Class Men

Also notable in Wildcat Bus is the complete worthlessness of the "hero". One has to put the word in quotes: this man is a total jerk throughout the film. He is a rich playboy, but one who has frittered away all his money before the film opens. This anticipates the dubious male playboys in Play Girl. The "hero" fails to get gainful employment, insults the heroine by his non-feminist attitudes, and manages to become a not-so-innocent dupe of the racketeers throughout the film. It is hard to imagine any audience liking this man at all. He is lazy, stupid, rude and condescending.

He is contrasted throughout to his former chauffeur, played by talented character actor Paul Guilfoyle. The chauffeur is a working class character with the right stuff. This contrast between good working class men and worthless upper crust ones seems like a political comment. However, the owner of the bus company is a sympathetic businessman, and there are lots of working class crooks helping the racketeers. Both good-guy management and labor from the bus company take cooperative action against the crooks at the end of the film, in scenes that seem designed as political allegories.

Charles Lang

The hero is played by ex-football star and young Adonis Charles Lang. Lang will later develop a screen writing career, being best known for three movies directed by Budd Boetticher, The Magnificent Matador, Decision at Sundown, and Buchanan Rides Alone. Decision at Sundown and Buchanan Rides Alone will also look at disgusting people in upper class roles, so maybe Lang learned something from Wildcat Bus.

Location Shooting: Roads and Busses

Wildcat Bus has lots of location shooting, showing the busses on the road. This anticipates the train sequence in Play Girl.

Group Shots and Long Takes

Woodruff favors fairly long take shots that show all the characters in the same frame. For example, the confrontation near the end between the heroine and her father, on the one hand, and the crooked lawyer on the other, is shot in one long take. Woodruff moves his camera closer a few times, to reframe the action after the characters stand up, and again when they move closer to the door in the rear of the office. And at the end, when they move forward from the door, Woodruff moves the camera back again, so they are all nicely covered in the shot. When Guilfoyle enters with big news, the camera mainly stays on three-shots of them. But it cuts away twice for a close-up of the girl and her father, showing how startled they are by the news. Woodruff is not opposed to cutting in close-ups in his long takes, but he does it only occasionally, and to reveal some emotion or reaction that is important to the story.

Cross Cutting, Group Shots and Backgrounds

There are two big action sequences at the film's end, first the attack on the bus, then the big fight between the good guys and the crooks. Both scenes are full of cross-cutting. We see a scene in one location, with one set of characters, then jump to a different group of characters in another location, then cut to a third set, then maybe back to the first characters and locale - and so on. This cross cutting provides montage and an editing pulse.

But within each locale, Woodruff tends to find a stable shot, one that once again includes all the characters at that location. His camera always magically seems to be where the action is, giving the audience a good view of what is going on. The camera tends to frame people against their background: the bus driver is shown through the front window of the bus, a driver through the window of his car, people on a staircase with a clear view of the staircase. People are integrated with their backgrounds, in one clear view of actors and locale.


As in other Woodruff films, scenes are constructed so that they echo each other: These repetitive scenes function to orient the viewer in the world of the story. They also serve as a set of rhymes, a formal structure within the film.

Play Girl

Play Girl (1940) is a very low budget B movie from RKO studios. It is a romantic melodrama, dealing with Kay Francis, a woman who romances rich playboys and who milks them of money and expensive presents.


Jerome Cady was a prolific Hollywood screen writer. His original script for Play Girl is built around a series of elaborate echoes and parallelisms. Many scenes in the movie deliberately parallel other scenes in the film. Often times, even dialogue gets repeated. There are subtle differences between the scenes; these differences clue the audiences in to the feelings of the characters, and the nuances of the relationships being explored.

The most conspicuous of the parallel scenes involves Kay Francis' predictions of Nigel Bruce's reactions. She does a complete rehearsal of the young woman's imminent encounter with Nigel Bruce, even imitating his voice and manner. Soon after, we see the actual encounter with Bruce, and he comically says the very things that Francis predicted. This pair of scenes has all sorts of nuances. It suggests that men are utterly predictable. That men follow patterns determined both by vanity, and by a lack of imagination: both motivations explain the dialogue that Francis predicts for him, and which Bruce actually delivers. It also suggests that there is something ritualistic about the encounter between men and women, especially middle aged men who are attempting to sidle up to 19 year old women. It also suggests that this mating dance is essentially comic. If Bruce is following such a predictable pattern, his feelings are not truly deeply involved. Therefore he cannot get hurt by Kay Francis' exploitation of the situation. This removes all sting from what is happening. The film goes on to subtly suggest that Bruce and other rich middle aged playboys enjoy getting financially exploited. After all, their ability to throw money around is their chief way of expressing their feelings and attracting women. It makes them feel like attractive devils.

There are many other parallelisms in the film:

Both Alfred Hitchcock and his student Claude Chabrol have constructed many movies out of doubles and parallelisms. Here is a non-suspense film which uses a similar approach.

Rienzi: Depth Staging

The two initial romantic encounters with James Ellison are the best and most original scenes in the movie. They are the only scenes to involve any sort of budget. One suspects that Woodruff would have wanted to do more such scenes, but that the low budget nature of this B movie prevented it.

The second encounter takes place at a radio broadcast of a symphony concert in New York City. Such broadcasts were famous in the 1940's. NBC featured the legendary Arturo Toscanini in real life on such broadcasts. Here, we see a fictitious conductor, whose name is similar to Toscanini's. Like Toscanini, he seems to be a specialist in opera, here Wagner's overture to Rienzi (1842). This is tuneful, dramatic music, something that might appeal to moviegoers who were unfamiliar with classical music. There was a strong tradition during the 1930's and 1940's of trying to popularize classical music with the masses in Hollywood pictures. There was clearly a concerted campaign on in Hollywood films to bring this music to an audience who was previously unfamiliar with it. RKO's B movie unit had previously made the delightful Music for Madame (John Blystone, 1937), with tenor Nino Martini, for instance.

The entrance into the small broadcast studio is treated by Woodruff as a single take, one that combines camera movement and deep focus staging. The heroine and the playboy she is dating move down the central aisle of the studio, escorted by ushers who accompany them. Woodruff's camera moves with them, its movement counterpointing that of the characters. There is an intricate dance of ushers and other patrons here, who are also moving in a crowd to their seats. One usher follows along with the couple, then moves forward out of the frame. They encounter a second standing usher, who motions them to their seats. He then leaves and the patrons are all seated. There is a pause, still without a cut. In the background, at a far aisle, we see another usher showing Ellison to his seat. Both Ellison in the background and the heroine and her boyfriend in the foreground are all completely visible in the shot. The shot also sets forth all the geographical relationships between where they are sitting and the layout of the studio. There still has not been a cut since the start of the studio sequence. The shot is a delightful example of depth staging and camera movement. It is more elaborate than many of the other shots Woodruff has had a chance to do in the film. This is Ellison's second appearance in the film, which is by now almost half over. His re-entrance has been long anticipated, and comes about at a surprising moment, and in the background of the shot. There is something pleasing and graceful about staging his entrance in such a counter-stereotypical way.

What follows is an intricate pantomime sequence, as Ellison tries to draw the heroine's attention, without making any sounds during the performance of the music. These shots are all coordinated with the striking music that unfolds. Its vigorous march like qualities are interwoven with the progression of the shots. The scene is a delightful example of the use of music in film. It is almost a music video, in the 1980's sense of the term.

Woodruff shoots the music scene from many different angles. He does not include a 360 degree view of the hall. But he does go beyond the 180 degrees to which film scenes are often restricted. The sequence can be considered as a montage sequence. However, individual shots are held much longer than in many montage sequences. The scene reminds one of Alfred Hitchcock, and his comedy of manners sequences in theaters, which are often similarly pantomime based and montage oriented.


Edward Stevenson, the film's costume designer, often created fancy costumes for RKO B movies. They helped give some visual pizzazz to what were otherwise low budget films. His best work for the men here is unleashed in the Rienzi scene. The studio ushers are in elaborate uniforms that look like naval officers. Ellison, whose previous scene had shown him as a cowboy riding a railway stock car, here gets to wear an elegant suit. It is the greatest contrast possible with his previous appearance. It suggests that his character has a whole other side. The character has changed class, in his appearance. This perhaps echoes the class consciousness in the treatment of male characters in Wildcat Bus.

The Train Sequence: Depth Staging

The earlier train sequence also involves depth staging. We see the heroine's car on the road, immobilized by a flat tire. Behind the road runs a parallel railroad track. A train shows up, slows down and stops; the train contains cowboy Ellison: an unexpected entrance of the hero. Woodruff frequently shoots both from the road, seeing the train in the background, and from the train, showing the road and car in the distance. These shots are in 180 degree opposition. Woodruff most often keeps his camera so that the road and train tracks are nearly exactly parallel to the plane of the image.

A Well-Established Layout, on Rectilinear Coordinates

Neither the train nor Rienzi sequences are at all confusing. Woodruff has carefully established the geometry of the shots. The viewer always exactly knows where they are during the scenes, even as Woodruff's camera repositions itself all over the place during the sequences. Both sequences have strong rectilinear coordinates. It is easy to tell where we are, based on the rectilinear nature of the studio auditorium, or the straight tracks and road.

Close-Ups: Cutting versus Camera Movement

Woodruff frequently cuts forward to medium close-ups of the characters from his long shots. Then he will cut back again to the long shots. He does this systematically through much of the film, following the traditions of Hollywood editing.

However, there is one key exception. During one of the film's most emotional scenes, he employs a different approach. Ellison is learning from Kay Francis that the heroine has rejected his proposal of marriage, a devastating blow to him. Woodruff starts out at a long shot of Francis and Ellison. They discuss light, routine matters. When Ellison is about to learn about the proposal, Woodruff dollies in to Ellison, making a close-up. We then see Ellison's reactions to the news. When this has finished, Woodruff then dollies back out to the long shot again. The whole sequence is performed without a cut, as a single unbroken shot.

Woodruff clearly knows about tracking shots with dollies as a formal alternative to cutting. The shot is formally similar to the many dolly-in close-ups in Hitchcock's films.

If Woodruff chooses to employ cutting throughout most of the film, it is perhaps because he finds it the most economical way of moving his camera about. In any case, it is something that he has consciously chosen to do. He knows about alternatives, and has employed them in some parts of his movie. Woodruff certainly can be criticized as someone who has failed to explore and exploit the possibilities of camera movement as an alternative to cutting. But he should not be treated as a mindless automaton, someone caught up in an industrial system of film production that demanded "invisible editing" and an enforced Hollywood style of filmmaking.

Lady Scarface

A Female Villain and Heroine

Lady Scarface (1941) stars Dame Judith Anderson, no less, as the ferocious leader of a gang of crooks. Both this film and Play Girl center around a woman criminal - a golddigger in Play Girl, an gang leader here. In both films, the female crook is the title character; both titles suggest that the woman is taking on a role that society usually associates with men, such as being a "playboy" or a mobster. Both films have the woman in an actual leadership position, something that is fairly rare, in both movies and the real life of the era.

This film has a woman photographer as a heroine too; she gives a feminist speech at one point to the hero, criticizing him for dismissing her because she is a woman. It is quite fierce, but it makes only a tiny impact on the hero. Throughout the film, she wants to work with the hero on the case. Her desire to participate on equal terms in the world of men is feminist.

Judith Anderson seems a bit underused here. I would have enjoyed more scenes with her. This partly might reflect the film's date; after 1935, it was considered morally important for gangster films to concentrate on their good guy, police heroes, and not glorify their gangsters, treating them as secondary characters and villains instead. Few gangster films made after 1935 had their gangster characters as the principal characters of the films, the way most pre-1935 gangster films did. Her performance here is good, but it lacks the fire she displays in Alfred Hitchcock's Rebecca (1940) and King Vidor's Lightning Strikes Twice (1951). Anderson resists the temptation to camp things up, or to chew the scenery here in her role. Instead, she tries to play it straight, exuding toughness, menace and sinister force. She certainly seems more ferocious than any of the men in her gang. It seems to be an attempt to imagine what a female mobster might actually be like. It attempts to reproduce in a woman the sheer toughness that Edward G. Robinson displayed in his gangster roles. In this, it is a feminist creation, one that attempts to show that women can participate in roles and personalities that are usually considered the domain of men.

Genre: Gangster Films, Film Noir, Semi-documentary

Gangster movies were still being made in 1941 - it was the end of the gangster era in film, and the beginning of film noir. Anderson's character has a scar on her cheek, just like the title mobster in Howard Hawks' gangster film Scarface (1932).

There are also some features that anticipate the noir films that were beginning to emerge in Hollywood:

Within the world of noir, there are features that anticipate the sub-genre of the semi-documentary crime film: Lady Scarface is probably neither a genuine noir film nor a true semi-documentary. Instead, it shows features that were beginning to coalesce and form these genres.

Links to Follow Me Quietly

Dennis O'Keefe has an unusual personality. He is quite smart alecky, and often teases the heroine. But he is also romantic, and clearly is going to marry the heroine eventually, too. Both the hero and the heroine here anticipate those of a later film, Richard Fleischer's Follow Me Quietly (1949); please see the article on Fleischer for a fuller discussion.


Lady Scarface has a scene in which the cop hero and his reporter girlfriend listen into a young couple in another room through a "bug". The dialogue of the young couple echoes and parallels the dialogue and situation of the cop and reporter. This is another example of Woodruff's interest in parallelisms in plot and dialogue.

The young couple's name and identity are also confused with those of a gangster couple during the course of the plot. This too is an example of parallelism.

Links to Play Girl

There are other echoes here of Play Girl. Both films have earlier scenes in Chicago, and later scenes in New York. Both films have settings of fancy, luxury hotels; in both we see both the staff and the guests at the hotels. The hero here makes a brief but pointed reference to liking good (i.e., classical) music on the radio; this echoes the Rienzi sequence in the earlier film. The flow of large sums of money between the characters forms a backbone of the plot in both films. The investment counselor at the beginning who is on the phone with his mistress recalls the middle-aged men in Play Girl who make fools of themselves over golddiggers. His conversation distracts him from being victimized by Judith Anderson here, the way similar liaisons left rich men open to exploitation by Kay Francis in the earlier film.

Visual Style: Two-shots

Much of Lady Scarface is systematically built on two-shots. These are shots in which two characters talk to each other. Most of the conversations in the movie are based on such shots. Woodruff will include both characters in the frame. First one person will talk, then the other, and then maybe the first character will talk again, and so on. Woodruff will hold this shot for as long as possible. While some of the two shots are fairly short, others are relatively long. Usually both characters' faces will be visible throughout the shot, but Woodruff also has some shots where one character is visible, while another character's face is nearly concealed, with their back largely to the camera.

Such cross-cutting scenes are the exception in Lady Scarface. Even the big feminist speech of the heroine to the hero is filmed in a long-take two-shot. After her speech is over, Woodruff does not cut away, but continues the two-shot for the rest of their conversation, which deals with the crime plot. Such a two-shot conveys a strong feeling of camaraderie between the two characters. The shot finally ends with the camera dollieing in for a close of an envelope the hero is holding. Such feelings of warmth flow from most of the two-shots in the film. The two-shots between the hero, a Chicago cop, and Lt. Onslow, his contact with the New York police, also convey a sense of brotherhood and male bonding.

When Woodruff finally does cut away from a two-shot, it tends to be for a reason involving the staging of his characters within the set as a whole. Woodruff will frequently cut to get closer to his characters, showing the faces more clearly in a closer, "medium shot" that frames their heads and upper bodies. Conversely, he will cut away from a medium shot of two characters to a long shot, showing more of the characters' environment. He will also cut away if he has to show some action in another part of the set, that he cannot easily make part of the original two-shot.

Two-Shots and Camera Movement

During the early sequences in the movie, there is little camera movement. But as the film progresses, Woodruff includes a lot of camera movement in the film. He tends to combine this movement with his two-shot approach. A two-shot will show two characters in one part of the set. Then the camera will move to a new part of the set, the characters will move along with it, the camera will stop, and the two-shot will continue with the characters and camera in their new, adjusted position. Perhaps half of the camera moves are simple pans, but Woodruff also includes some lateral tracks, and fancier camera moves as well. Woodruff plainly likes the camera moves for their own sake, adding visual excitement to the film, and for their ability to allow his characters to rearrange themselves in the set.

Over the Shoulder Cutting: The Alternative to Two-Shots

Such two-shots are not the alleged standard approach of Hollywood cinema, in which conversations are supposed to consist of a series of shots, showing one person over another's shoulder, than another shot showing the second person over the first's shoulder, then back again, etc. Such over the shoulder shots tend to create a sense of conflict between characters, while keeping both actors in the same frame in a two-shot emphasizes their connectedness and warm relationship.

Woodruff does use the over-the-shoulder approach in two sequences in the middle of the film, where he tries to suggest a sense of opposition between the people conversing. When young Jim Powell visits the nasty credit manager at the store, Woodruff cross cuts between the two of them. The implication is that the two are deep enemies. There is satire throughout this scene, suggesting that the credit manager is a rotten human being. Social satire against business people is being conveyed here. The big businessman who is robbed by the gang at the beginning of the film is also satirized.

Immediately following the credit manager scene, comes the sequence where the police interrogate the criminals at headquarters. This too is done in the over-the-shoulder, cut-back-and-forth approach. One could hardly convey any intensity or sense of opposition between police and criminals, without such back and forth cutting. Even here, however, Woodruff does some atypical things. Shots of the criminals tend not just to show their faces, with shoulder shots of the police, the way textbook versions of the approach would dictate. Instead, we see a high angled shot, with the police standing over the seated criminal. This conveys the police intimidating the criminal during the interrogation. And the reverse shots of the police also show the door to the room in the background. These shots tend to have people coming in the room behind the police. They involve Woodruff staging a scene as a spatial whole, showing both the police talking, and important characters entering the room during the conversation, playing a role in the plot.

Walking In and Out of Two-Shots

The two-shots are frequently staged so that one of the characters walks in or out of the frame. A typical example is a shot that starts out with Judith Anderson alone. She is shown at medium length. She is talking to another character off screen. Soon, the other character walks purposively into the frame. We now have a typical Woodruff two-shot of the two characters. This shot then continues for a long time, showing both characters talking. In other shots in the film, one of the characters will exit out of the shot at the end, leaving one character alone in the shot. They might continue talking, or make some other action on screen.

Such entrances and exits from the two-shots occur with regularity throughout the film. They are part of a formal system of filmmaking employed in Lady Scarface, combining two-shots, long takes, cuttings for focal length or re-staging, entrances and exits of characters by walking in and out of shots, and camera movements used to add complexity to two-shots. This formal system is used throughout the film. It is the building block out of which the camera work and visual staging of the film is constructed.

The walking of a character in or out of a shot is pushed to an extreme during the shot in which young Jim Powell goes into the credit manager's office. He enters the shot at the right, walks purposively from the right to the left of the frame, then walks out of the frame at the left hand side, which coincides with the door of the manager's office. The shot begins with his walking into it from the right side of the frame, and ends with him walking out of it on the left side. The cutting is razor sharp here: the shot ends immediately after the full exit and disappearance of the character on the left hand side. The shot does not end till his body completely disappears from view. This shot uses in an extreme way one part of Woodruff's formal system here, the entrance and exit of characters from shots. As is typical of Lady Scarface, the character walks forcefully here, with a steady motion and rhythm. Such walking also aids the sense of motion and rhythm on screen.

Another unusual walking sequence consists of two shots outside of Anderson's apartment, where the police are staking out the building at night. First, we see policeman O'Keefe leading his men out of one shot. They walk out the left side of the frame, and the shot ends immediately after the last man exits the frame. The next shot shows an empty sidewalk. O'Keefe leads his men into the shot from the right border of the frame. First we see their shadows on the wall enter the frame, then the men themselves. After they have all entered, we see Lt. Onslow step out of the shadows. He too "enters" the frame through walking, but not from any border. Instead, he enters from a black shadowy region around one fifth of the way from the left hand side. Finally, one of his men peeps out from the same shadow, then ducks back into darkness, at the end of the shot. The whole shot offers unusual variations on the "enter the frame through walking" paradigm.

The Hotel Desk: Two-Shots combined with Depth Staging

One of the most complexly staged scenes in the movie is the one where the crooked young couple inquire about their letter at the hotel desk:

Woodruff cuts throughout here, when it is convenient for him to show a different section of the hotel lobby and desk. He employs camera movement within shots, too. One suspects that the great Max Ophuls would have found a way to stage this scene as one long, ingeniously constructed take, with the camera joining up all of these different positions and shots through movement, not cutting. Woodruff does not push camera movement to such an Ophuls extreme, and more's the pity. But he uses plenty of good staging himself here. His two-shots, cuttings and camera movements are all consistent with the technique used throughout his film. Note that Woodruff cuts from two-shot to two-shot, with a couple of characters at the mail slots following the couple walking up to the desk.