To sell audiences on their 1939 Greta Garbo comedy Ninotchka, all MGM’s marketing team needed was two words: “Garbo Laughs!” But when the studio tried to capitalize on that success with her next film, the 1941 release Two-Faced Woman, they ran into more trouble than anyone could have anticipated.

One poster for “Ninotchka” selling the fact that “Garbo laughs”

The key mistake happened early. What made Ninotchka so successful wasn’t simply Garbo in a comedic role, but also director Ernst Lubitsch’s understanding that to succeed, he had to acknowledge that Garbo was playing against type. The film has some of the era’s best comedic minds behind it—not just Lubitsch as its director, but the writing partnership of Billy Wilder and Charles Brackett (Walter Reisch contributed to the screenplay as well). Ninotchka was her biggest success in years, and while Two-Faced Woman was intended to give audiences more of the same, that wasn’t executed as simply as MGM expected.

“She liked directors who left her alone”

Lubitsch loved working with Garbo, later saying, “she made age-old gags seem brand-new. She understood perfectly what I wanted, and performed exquisitely.”1 One could easily imagine Lubitsch and Garbo making a whole series of films together, much like the director had done in the thirties with Maurice Chevalier. Although Lubitsch was eager to pursue such a partnership, he seemingly could never get Garbo on the phone.

Exactly why Garbo avoided Lubitsch is both complex and unclear. Although she was quoted as saying that Lubitsch “was the only great director out there,”2 many reports claim Garbo was unhappy with her experience on and the final product of Ninotchka, despite its success.

“Garbo was strange,” wrote MGM producer Gottfried Reinhardt. “Many good directors she didn’t like. She liked directors who left her alone, like Clarence Brown. She didn’t care for directors who directed her. She had some kind of somnambulistic instinct for her effect on the camera. Whoever tried to interfere with that she instinctively fought. You couldn’t really direct Garbo.”3

However, it may not have been Garbo who was unhappy with Lubitsch; conflicting stories suggest that Garbo’s friend Salka Viertel played a role in the off-screen drama. Garbo and Viertel had been good friends since meeting at a party thrown by Lubitsch in 1929. Viertel had come to Hollywood from Austria to act, and Garbo secured her a role in the German-language version of Garbo’s first talkie, Anna Christie. Despite that single notable part, Viertel’s acting career never took off, and one day Garbo suggested she try writing. Viertel ultimately wrote most of Garbo’s films in the thirties, and according to some, became a kind of manager for the actor as well.

“She was the only one with genuine access,” wrote Irene Selznick (wife of the producer of Gone With the Wind). “If you were trying to get to Garbo, the shortcut was Salka. She was sort of her broker and had enormous control over her, and she was nobody’s fool. She was Miss Fix-It—discreet and shrewd. You could talk to her: ‘All right, Salka, come on. Put the cards on the table. What is it you really want?’ She could talk Garbo into something she didn’t want.”4 Viertel could perhaps even talk her into avoiding Lubitsch. The former had been denied any kind of involvement in Ninotchka, and it’s possible that afterward, she encouraged Garbo to work exclusively with her.

In fairness, Viertel denies ever having any such power over the star. “Contrary to all the gossip, I have never been Garbo’s ‘advisor’ in her dealings with the film industry,” she wrote. “I had no mind whatsoever for business and what I could grasp of it either horrified or bored me.”5

Or, a simpler answer to the distance between Garbo and Lubitsch: she just didn’t like acting. After the filming of Ninotchka, she wrote to a friend: “I find working more difficult than ever. I don’t know why that’s so, but I get embarrassed when I’m in the studio.”6

Ernst Lubitsch directing Greta Garbo on the set of "Ninotchka"
Ernst Lubitsch directing Greta Garbo on the set of “Ninotchka”

Soon after, she went to see Hollywood psychologist Dr. Eric Drimmer, to whom MGM sent many of its stars. Dimmer later wrote, “I grew increasingly convinced that Greta Garbo suffered from a shyness vis-à-vis the world around her that bordered on the pathological.” He concluded, “if a normal human being is suddenly faced with a dangerous wild animal, that person will experience intense fear. That is exactly what Garbo felt when faced with a crowd of people. A few strangers pushing forward to get autographs, and even her colleagues on occasion, could fill her with terror. Her sole impulse was to turn and flee. Perhaps the myth of her solitude was too firmly entrenched.”7

Most likely, the rift was a mix of all of these explanations. Lubitch soon got tired of trying to reach Garbo. He quickly moved on to make another one of his best films, The Shop Around the Corner (based on Miklós Lásló’s short story “Parfumerie,” which was also adapted as In The Good Old Summertime with Judy Garland; the Broadway musical She Loves Me; and Nora Ephron’s hit You’ve Got Mail, featuring Tom Hanks and Meg Ryan). However, MGM was still determined to make another Garbo comedy. The infamous 1938 article “Box Office Poison” cited her as one of several stars who were nothing more than “burdensome to the studios,” saying that “Garbo, for instance, is a tremendous draw in Europe, which does not help theatere [sic] owners in the United States.”8 With the war cutting off many European markets, studios couldn’t rely on films like Garbo’s dramas, which didn’t appeal to flyover states as much.

Without Lubitsch or any of the writers of Ninotchka on board, MGM decided the best way forward was to completely reinvent Garbo’s persona. “They wanted to make her a ‘sweater girl,’ a real American type,” said Adrian, Garbo’s longtime costume designer at MGM. “I said ‘She has created a type. If you destroy that illusion, you destroy her.’”9 He was right—but no one listened.

Greta Garbo Film Grosses (1931-1941)10

A Story No One Liked

On November 20, 1940, Garbo signed a contract to make this next film. She agreed to take a pay cut from the usual $250,000 to $150,000, understanding that in wartime she was a less valuable asset11. Her $150,000 paycheck was still no small salary—that’s over 2 million today—and on a cheap film like this, it was nearly half the production budget. Gottfried Reinhardt signed on to produce, and Viertel, who had never written a comedy before, began to try to find a story more in tune with her own sensibilities.

Viertel knew that “what they all would’ve liked best was a sequel to Ninotchka. Resigned, I gave up arguing and half-heartedly suggested a comedy by Ludwig Fulda, The Twin Sister, an old standby of the Vienna Burgtheater.”12 No one was especially enthused by the material, but it seems to be the one story they could all agree on.

Viertel described the story as follows: “To test her husband’s fidelity and refresh his subsiding ardors, a young woman impersonates a non-existing twin sister, whose mondaine, flighty, capricious personality contrasts with her demure and less superficial self. The experiment succeeds and dismayed she sees him fall head over heels in love with the invented twin.” Despite Viertel’s familiarity with material, she was not a comedy writer, and the raging war certainly didn’t help. “At the time when each day brought news more horrible than one could bear, it was not easy to manufacture such a silly comedy.”13

To help Viertel, a number of other comedy writers were brought in—including Walter Reisch, who had worked on Ninotchka—but none of them lasted long. MGM landed on the duo of S.N. Behrman, who had worked with Viertel on three of her four previous Garbo scripts, and George Oppenheimer, who worked with the Marx Brothers. Three radically different writers working on a story no one liked was a recipe for disaster, but one the right director could potentially salvage. Was George Cukor the man for the job? In 1936, he directed Garbo to her third Oscar nomination in Camille, and was fresh off the hit The Philadelphia Story and the excellent Joan Crawford vehicle A Woman’s Face. In theory, he was perfect for the job—in theory.

The Production Code

As the three writers fought over the tone of the film, they did complete pieces of the script; in June 1941, the studio began to send these parts to the Production Code Administration (PCA) for approval. President Joseph Breen struggled to make head or tails of it, writing back, “due to the fact that this script is coming in segments, it is very difficult to render any kind of intelligent opinion as to the final acceptability of the various sequences. Such an opinion will probably have to wait until we can judge them in reference to the whole story.”14

George Cukor and Greta Garbo on the set of "Two-Faced Woman"
George Cukor and Greta Garbo on the set of “Two-Faced Woman”

“In those days,” producer Reinhardt wrote, “cinematized sexual intercourse was—well, it just wasn’t. The script was turned down by the Breen Office . . . so the offending scenes were re-written.”15 Yet when filming began on June 18, the script still had not been approved. At the time, Breen was stepping down from the PCA in order to take a job at RKO; it seems that in the shuffle, the script for Two-Faced Woman was approved on July 1, while the film was already shooting.

Garbo realized quickly that the film was not on par with Ninotchka. On June 23 he wrote to a friend: “I’ve started work on a film which probably won’t amount to much. In any event, I don’t feel too ashamed. But these are such strange times that they are worried if it isn’t a tiny bit vulgar it won’t do well. It’s strange that I should be writing about films when war is at our doorstep.”16

For much of the production, Reinhardt feuded with Cukor over every detail, presumably in part due to Cukor’s sexuality. “We had too many fights on that film from the very beginning, from the script, from the way it was shot,” Reinhardt wrote. “We certainly didn’t get on professionally at all. [Cukor] was a type of man that I didn’t really go for. His homosexuality—even though I have many good friends who were homosexuals—his homosexuality bothered me. Perhaps, above all, because he was so ugly, and that made it ludicrous.”17

Principal photography ended on August 22, and it became clear retakes would be necessary. They filmed for another two weeks, wrapping up on October 2, and on October 6 they got their certificate of approval from the PCA18. Then they began preview screenings; Garbo saw it, and she wrote to a friend on October 24: “I have finished my ‘latest’ and sadly it’s just nothing. Maybe you’ll see it soon and then you’ll be able to see for yourself what’s missing from my art. It was heartbreaking for Salka and me. But more important things are happening in the world, so I’d better stay silent.”19

However, Garbo liked very few of  her films, so that commentary itself wasn’t in itself a bad sign. The actual bad sign—or rather, the next one—was what came next: the letter C.


In the early thirties, before the Production Code was formally instituted, a loose organization of groups within the Catholic Church worked together to condemn films they deemed morally objectionable. Their method was a rating system. The coalition was called The National Legion of Decency, and even in the midthirties—after the production code was enforced—they still “condemned” dozens of films. When the organization gave a film the dreaded C rating, the Legion declared it a sin for any Catholic to attend a screening of the film. By the 1940s, the organization was considerably less active, condemning only one or two studio films a year.

On November 24, after some press and industry screenings for the film, the Legion issued a statement: “Two-Faced Woman has been rated as ‘C’ or ‘Condemned’ for the following reasons: Immoral and un-Christian attitude towards marriage and its obligations; impudently suggestive scenes, dialogue, and situations; suggestive costumes.”20

Churchgoers and ratings boards all over the country began to protest. Boston and Buffalo banned the film, and there were boycotts in Baltimore, Philadelphia, Indianapolis, and Los Angeles. Despite the backlash, MGM hedged its bets and released the film on December 4—but after two days of boycotts and public outrage, MGM withdrew it. MGM head Louis B. Mayer told Reinhardt in no uncertain terms how to reedit the film: “flush the filth down the drain where it belongs.”21

Reinhardt recalled how he spent a whole Sunday in early December recutting the film: “I sat in a dubbing room at MGM, mixing sound tracks into a composite that Heaven’s deputy would, hopefully, reward with his blessing.” It was a thankless task, one he hated—but it was made even more banal by the event that followed. “Between reels, I listened, as I did every Sunday morning, to the weekly New York Philharmonic’s broadcast. When soloist Arthur Rubinstein struck up the second Brahms piano concerto I thought, to hell with Heaven’s deputy, here is Heaven itself! Short-lived bliss: the concert was abruptly cut off by an emotion-choked voice announcing that Japanese planes had just bombed Pearl Harbor and destroyed three-quarters of the United States fleet.” It was December 7, 1941.

By the end of that broadcast, no matter what changes Reinhardt made, Two-Faced Woman was destined to be forgotten. No one cared about a few racy scenes in a mediocre comedy with the country at war. No one, that is, except for Cardinal Francis Joseph Spellman, the Archbishop of New York. “Every last one of us in the room, as everyone in America listening to the radio, realized instinctually [sic] that life and its pursuits had been radically changed,” wrote Reinhardt. “Everyone save New York’s Prince of the Church who undeflected by earthly cataclysm, fought on to redeem the soul of MGM’s evil daughter.”22 Reinhardt screened the recut film for Spellman. He had one suggestion, which was relayed to Viertel, who explained, “[Spellman] gave the film his blessing but suggested we add a scene, showing that the husband knew all along that the twin sister was his one and only wife.”23 Charles Dorian and second unit director Andrew Marton directed a quick day of reshoots, as Cukor refused to participate. The scene Spellman suggested they add is below.

“This change did not improve the film,” wrote Viertel24. While it may have fixed some of the horrifyingly un-Christian attitudes in the film, it also made nonsensical the dynamics of the subsequent scenes. Scenes in which Douglas’ character was still unaware of Garbo’s true identity were not reshot, and the original scene towards the end, wherein he figures out who she really is, remained in the film. If the movie wasn’t a total disaster before, the added scene did the trick.

The scene, along with the cuts, cost $20,000. But it was good enough for the Legion, and so on December 17 they announced the film had a revised B rating, meaning it had become only “objectionable in part.” And so, on December 31, 1941, the final cut of Two-Faced Woman was finally released to theaters.

“It was just disasterville”

Unsurprisingly, after the loss of a director; the ambivalence of the main actress; the failure to find a story anyone liked; the homophobic bigotry of the producer; and the outcry from the Legion of Decency, the audience didn’t show up. Very few people bothered to see the film. Those who did had nothing good to say about it. A review in The New York Times complained, “Miss Garbo’s current attempt to trip the light fantastic is one of the awkward exhibitions of the season . . . George Cukor’s direction is static and labored, and the script is a stale joke, repeated at length. Considering the several talents that have combined to create this dismal jape, put down Two-Faced Woman as one of the more costly disappointments of the year.”25

Cukor didn’t disagree. “I didn’t like Two-Faced Woman very much,” he later said. “We really had no script and it was just disasterville; the film didn’t work at all. Garbo wasn’t very happy about it either.”26

Viertel is somewhat more optimistic about the finished product. “I thought that it had very funny scenes and, thanks to Sam, excellent and witty dialogue,” she wrote. “But I thought that Garbo was miscast. Unlike Ninotchka, in which Lubitsch had humorously exploited her unique personality, The Two-Faced Woman demanded a flippant comedienne. Nevertheless Garbo’s beauty and charm were prodigiously rewarding even in this unimportant film.”27

It grossed $1.8 million, and MGM ended up reporting a loss of $62,000. Only two Garbo films had ever lost money before: The Temptress lost $43,000 in 1926, and then Conquest lost an astonishing $1,397,000 in 1937 (this was also the most recent film written by Viertel)28. Two-Faced Woman was the third. With this last-ditch attempt to give Garbo nationwide appeal deemed a failure, it seemed clear that it was time for Garbo to take the break she always wanted.

“Under the terms of her contract, MGM was obliged to pay her whether they made another picture or not—win, lose or draw,” said Clarence Brown, who directed several Garbo films. “The company couldn’t afford to make another Garbo film without the vital European market, and she understood the situation. She went to Mr. Mayer and released him from the contract for $250,000. She never took a nickel of the rest of the money she was entitled to under the contract. Is there a motion-picture star in the world who would do that? I wouldn’t. But that’s Garbo.”29

“People often say glibly that the failure of Two-Faced Woman finished Garbo’s career,” Cukor said. “That’s a grotesque oversimplification. If only life were tied up in such neat packages! It certainly threw her, but I think what really happened was that she just gave up; she didn’t want to go on.”30

The truth is that Garbo did try to return to the screen several times, but for one reason or another, projects kept falling through. With projects like The Girl from Leningrad and The Picture of Dorian Gray failing to ever progress, evidently Garbo finally gave up sometime after 1949, when she made the following screen test.

What’s clear is that there was no one factor leading to Garbo leaving the industry; we can blame Two-Faced Woman, or the Catholic Legion of Decency, or her own insecurities. Even without any of those issues, Garbo’s talent was so singular and iconic for her era. She had made the transition to sound beautifully, but it seemed that with more changes on the horizon, her style of acting—and her persona—were no longer in demand. The coming months would see the last of similar icons, like Norma Shearer or John Barrymore, but today Garbo is iconic in a way few of her contemporaries, and those who followed her, managed to become. Two-Faced Woman failed, but Ninotchka, Grand Hotel, Flesh and the Devil, Camille and more will carry her legacy on forever.

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References   [ + ]

1. Mark A. Vieira, Greta Garbo A Cinematic Legacy (New York: Harry N. Abrams, 2005), 254.
2. Herman G. Weinberg, The Lubitsch Touch (New York: Dutton, 1968), 285.
3. Vieira 2005, 261.
4, 11. Vieira 2005, 255.
5. Vieira 2005, 251.
6, 7. Vieira 2005, 252.
8. “WAKE UP! Hollywood Producers,” Hollywood Reporter, May 3 1938, 3.
9, 14. Vieira 2005, 258.
10. Mark H. Glancy, “MGM Film Grosses, 1924–1948: The Eddie Mannix Ledger.” Historical Journal Of Film, Radio And Television 12, no. 2 (1992): 127-44.
12. Salka Viertel, The Kindness of Strangers (New York: Hold, Rinehart and Winston, 1969), 247.
13. Viertel 1969, 247.
15. Gottfried Reinhardt, The Genius: A Memoir of Max Reinhardt (New York: Knopf, 1979), 104.
16. Vieira 2005, 259.
17. Patrick McGilligan, George Cukor: A Double Life (New York: St. Martin’s Press, 1991), 165
18, 20. The American Film Institute. “Two-Faced Woman.” AFI Catalog of Feature Films. Accessed December 14, 2016.
19. Sven Broman, Conversations with Greta Garbo (New York: Viking Adult, 1992), 196.
21, 22. Reinhardt 1979, 104.
23, 24, 27. Viertel 1969, 253.
25. T.S., “At the Capitol.” The New York Times (New York, NY), Jan. 1, 1942
26, 30. Robert Long, ed., George Cukor: Interviews (Jackson: University Press of Mississippi, 2001), 55.
28. Mark H. Glancy, “MGM Film Grosses, 1924–1948: The Eddie Mannix Ledger.” Historical Journal Of Film, Radio And Television 12, no. 2 (1992): 127-44.
29. Barry Paris, Garbo (Minneapolis: University of Minnesota Press, 2002), 383