You might imagine that this melange of mild madness and misty focused love and lust has often been misapprehended as an ungainly hybrid of overwrought melodrama and tepid suspense. Such assessments have become axiomatic, yet they do not withstand close inspection.
Though the film remains aesthetically uneven, it exerts a strange and unrelenting fascination, anchored by peculiar tonal shifts and grotesque exaggerations that reveal, rather than obscure, its psychological acuity.
Bogart is the key feature perhaps for many, but the artist character is not quite his metier, and although he exudes his own Bogartian magic, the magic doesn't stray much from the generally even gum-smacking performance that the master of mid century noir was more than used to delivering.
Bogart, frequently embalmed in memory as the cynical hero or bruised romantic, here veers into uncharacteristic territory. His Geoffrey Carroll, a tormented painter suffering from artistic sterility, is a character drawn with the viscosity of madness.
The performative charm conceals, barely, a diseased narcissism. The notion of the artist as predator, one who cannibalizes the women in his life under the guise of creative inspiration, is given its most literal and disturbing rendering. In Carroll’s world, a muse is not simply a source of inspiration, but the necessary sacrificial victim.
Barbara Stanwyck, contrary to her iconic persona as the scheming or empowered woman, is here permitted no such latitude. As Sally, the titular second Mrs. Carroll, she is ensnared in a nightmare she cannot articulate, let alone escape.
Her transition from an exuberant, sunlit romantic to a physically and psychologically deteriorating invalid serves as the film’s most potent metaphor. She is not merely poisoned with tainted milk, but with the slow, choking realization that her domestic dream is a malevolent illusion.
There is a certain fun to this film noir, best expressed in Bogart's scripted but canny reference to Casablanca (1942) with the following super-referential line, uttered up as a sly aside:
This could be the beginning of a beautiful hatred . . .
Filmed in 1945 but withheld until 1947, The Two Mrs. Carrolls emerged into a world preoccupied with reconstruction and reckoning. The war had concluded, and its aftermath was already calcifying into Cold War paranoia.
The domestic space is rendered with gothic flourishes: heavy drapes, creaking staircases, shadowed hallways. This mise-en-scène is not ornamental but integral, creating an atmosphere of claustrophobia and dread. The visual grammar echoes the German expressionist roots of film noir, with Peverell Marley’s chiaroscuro cinematography conjuring a world in which light is always threatening to be extinguished.
Franz Waxman’s score underscores the hysteria lurking beneath the film’s surface. At times florid, at times curiously ironic, the music reflects the unstable tonal palette of the film itself. Bogart's descent into psychosis is accentuated by sudden, dissonant musical stabs; Stanwyck's creeping horror is underscored by leitmotifs of minor-key melancholy.
As a document of gendered power, the film is not subtle. Geoffrey's desire to dominate is enacted through aesthetic means. He paints women only when they are dying; their morbidity is his muse. Thus, painting becomes a form of violence, aestheticized control, a prelude to annihilation. The female body, in his studio, is not celebrated but entombed.
Stanwyck’s character exists in a perpetual state of gaslighting. Her concerns are dismissed by doctors, her fatigue explained away as neurosis. Her reality is constructed for her, until she begins to question its architecture.
Only through the words of her precociously articulate stepdaughter does she begin to piece together the horror of her situation. The child, with eerie solemnity, becomes the conduit of revelation—a reversal of generational roles that further destabilizes the domestic order.
Film noir often traffics in alienation and moral ambiguity. The Two Mrs. Carrolls inhabits this tradition, but with peculiar inflections. The protagonist is not the usual duped male or fatal female, but rather an unsettlingly composed murderer.
The narrative arc does not spiral into existential void but into a grotesque parody of romantic fulfilment. Noir's moral chiaroscuro here manifests in literal paint: death rendered in oils.
In noir, the city is often the terrain of doom. Yet here, the country manor becomes a trap, replete with Gothic stylings and a repressive quietude.
The very domesticity that should offer comfort becomes a theatre of horror. The house's very architecture seems complicit in Sally’s entrapment. Doors lock. Hallways echo. Rooms are off-limits. In this way, The Two Mrs. Carrolls translates the urban paranoia of noir into domestic dread.
Culturally, the film is symptomatic of a transitional moment in American life. Postwar disillusionment had not yet curdled into the baroque neuroses of the 1950s, but the fractures were visible. Masculinity, stripped of its wartime justifications, seeks validation in perverse displays of mastery. Artistic sterility is equated with sexual failure.
All of which rolled out with the teasing and alluring tags as follows from within the lobbies:
Never try to deceive two women!
Don't Dare Miss This CLASH!
You'll see the tensest star-teaming in years! You'll see excitement to 'Keep your pulse jiggling!' (Walter Winchell)
The artist, unable to produce, murders in order to reassert virility. It is telling that his weapon of choice is milk, the most maternal of substances, repurposed as a vector of death.
There are comedic gestures in the film, but they are sardonic, corrosive. Alexis Smith, playing Cecily Latham, enacts the role of the interloper with feline disdain. Her flirtations are overt, her intentions clear. She disrupts the matrimonial order with an aplomb that verges on farce. Yet even this comic register is queasy, undercut by the knowledge that her seduction catalyzes mortal danger.
The figure of the child, Beatrice, played with uncanny poise by Ann Carter, introduces further disquiet. She is not merely precocious, but disturbingly knowing. Her linguistic affect is adult, her manner preternaturally composed.
![]() |
Barbara Stanwyck in The Two Mrs Carrolls (1947) |
In noir, children are rare, and rarely central. Here, the child becomes the moral compass, the observer who silently compiles the evidence of madness. She is, in a sense, the detective figure, albeit cloaked in innocence.
Bogart's performance is frequently cited as miscast, but this judgment fails to acknowledge its grotesque commitment. His customary cynicism is here inflected with something more dangerous: disassociation. He is a man unmoored from ordinary affect, whose descent into violence feels less like a rupture than a continuation of his cold, bemused detachment. He murders as if bored.
Historically, the year 1947 saw the early stages of the Red Scare, the institutionalization of anti-Communist paranoia, and the codification of domestic containment. Women who had entered the workforce during the war were being re-assimilated into domestic roles. The Two Mrs. Carrolls must be read against this ideological backdrop.
Sally is the consummate homemaker, cheerful, competent, and decorative. Her slow realization that her home is a cage reflects the era's sublimated anxieties. She has traded one form of independence for the illusion of security, only to discover that the hearth conceals a pyre.
Stanwyck, whose earlier roles had often depicted the working woman or sexual provocateur, here retreats into traditional femininity, only to be punished for it. Her eventual survival is less triumph than grim persistence. She emerges alive, but the world she re-enters is no longer trustworthy. The home is tainted, the marriage a sham, the child irrevocably burdened with knowledge beyond her years.
In the larger trajectory of American cinema, The Two Mrs. Carrolls represents a moment of genre hybridization. Gothic melodrama, domestic thriller, and film noir coalesce uneasily, producing a film that is neither fish nor fowl but distinctly memorable. It lacks the narrative elegance of Hitchcock, the existential despair of Lang, or the urban grime of Dassin. Yet in its very awkwardness, it reveals something fundamental: the chaos lurking beneath the polished surfaces of mid-century America.
While often dismissed as camp, The Two Mrs. Carrolls deserves a more nuanced consideration. Its themes—art as violence, marriage as entrapment, domestic space as site of horror—speak with eerie clarity to its historical moment.
“Don’t you ever tell me that, don’t you ever tell me I’m afraid of anything! Now leave me alone! Leave me alone!”
The dissonances within the film are not failures but revelations. They speak to a society unsure of its values, suspicious of its pleasures, and terrified of the monstrous hidden within the mundane.
Thus, if The Two Mrs. Carrolls fails as traditional thriller or convincing drama, it succeeds as a cultural artifact. It is a film at war with itself, much like the characters within it, much like the world into which it was born. That it leaves a residue of unease is not a fault, but its enduring virtue.
There is a peculiar stillness in Peter Godfrey’s The Two Mrs. Carrolls (1947). It is the stillness of a dying woman in a country estate. The stillness of a poisoned household. The stillness before the storm of madness breaks. Based on Martin Vale’s stage play, and starring Humphrey Bogart, Barbara Stanwyck, and Alexis Smith, the film is a slow descent into psychological rot. It is an American Gothic masquerading as a murder mystery. A portrait of bourgeois cruelty rendered in black-and-white gloss.
Filmed in 1945 but released two years later, The Two Mrs. Carrolls arrived in the liminal year of 1947. The war was over. The Cold War was not yet cold. The Marshall Plan was a blueprint, not a fact. America had emerged victorious, yet the atmosphere was not one of triumph. It was one of quiet dread. The economy was shifting, domesticity reasserting itself.
![]() |
Film noir English cups of tea with Patrick O' Moore in The Two Mrs Carrolls (1947) |
Veterans returned to find women in their jobs and strangers in their homes. Suburbia had not yet become myth, but it was being drafted in neighborhoods of the mind. Into this uncertain landscape stepped a film of poison, deception, and marital suffocation.
The story is simple. A painter, Geoffrey Carroll (Bogart), meets a woman, Sally Morton (Stanwyck), while vacationing in Scotland. They flirt, fish, and fall in love. But there is a problem: Geoffrey already has a wife. And a daughter. Sally, dismayed, flees. Later, the first Mrs. Carroll dies. Geoffrey remarries. Sally becomes the new wife.
It is a familiar narrative. But something else is at work. Geoffrey is not merely unfaithful. He is deranged. When a new muse arrives—Cecily Latham (Smith)—the cycle begins again. Sally grows pale. Her health declines. A glass of milk becomes sinister. There is, of course, a painting.
There is always a painting, and this film noir has some of the best action as far as portraits of women in film noir goes, it's a sure fire classic in this oddity of a department. One of the darkest tropes in all of old film noir is rocked to the max. And twice, in fact.
What emerges is not a love triangle but a spiral. Geoffrey does not simply move from woman to woman. He consumes them. He needs to paint them, to turn them into objects, to make them symbols of his own inspiration. Once that is complete, he no longer requires them. So he kills. Slowly, methodically, with poisoned milk and vacuous sentiment. He is not an artist. He is a collector. And death is his signature.
Bogart, miscast but compelling, plays against type. This is not the hard-nosed detective or the cynical gangster. This is something colder. Something more domestic. Geoffrey Carroll is not a man of action but of impulse. He does not shoot or punch. He whispers. He simpers. He murders from a seated position.
One can sense Bogart’s discomfort with the part—his body resists the beret, the brush, the smock. There is no real effort to make him believably British. But the performance works, if not always by intention. There is something about Bogart’s strain that matches Geoffrey’s sickness. This is a man unfit for the world he inhabits.
Stanwyck, as Sally, is both misused and magnetic. She is not permitted the steeliness of her earlier roles. There is no femme fatale here, no double-crosser. She plays the victim, and convincingly, though one misses the sharp edge.
![]() |
Qu'est-ce qui se passe avec Barbara Stanwyck et les téléphones? |
Alexis Smith, as Cecily, is icy perfection. She is less a seductress than a socialite. Her coldness is not malevolent; it is structural. She believes she is entitled to Geoffrey, because she is rich and he is charming. There is no real passion in her pursuit. Only expectation. But in that expectation is something fatal. Geoffrey sees her not as a woman, but as another canvas. And Cecily, without knowing it, is volunteering for a funeral.
The film’s source material is theatrical, and the adaptation does little to disguise it. The action is confined. The pacing is deliberate. The dialogue is heavy with subtext and artifice. At times, the story creaks under the weight of its own construction. We are told much and shown little. Entire years pass between scenes. Relationships are assumed. Motivations are hinted at, never confirmed. Characters vanish. The first Mrs. Carroll exists only in reference and shadow.
![]() |
The Violence inherent in the system in The Two Mrs Carrolls (1947) |
Yet for all its structural faults, the film achieves a certain density of atmosphere. The country estate in Ashton is a mausoleum of domestic life. The furniture is oppressive. The lighting funereal. Rain lashes the windows with clockwork precision.
Bells chime, shadows move. Every room is a trap. The cinematography, crisp and chiaroscuro, recalls Gaslight (1944) in its geometry of menace. Franz Waxman’s score injects dread where dialogue fails. The suspense, when it comes, is genuine. Not of plot, but of mood.
Noir, in this film, is not urban. It is rural, domestic, and claustrophobic. There are no detectives, no criminals in alleys, no trench coats or fedoras. But the fatalism is intact. So is the moral ambiguity. Geoffrey, though clearly insane, is never quite monstrous. He is pitiable. A failed genius. A man whose talent has curdled into pathology.
![]() |
Barbara Stanwyck in The Two Mrs Carrolls (1947) |
The women, though victimized, are never mere objects. Sally fights. Cecily manipulates. Even the daughter, Beatrice, is preternaturally observant. The poison flows through teacups and conversations. The danger comes not from outside, but from the parlor.
This is noir not of the street, but of the nursery.
From a historical standpoint, the film mirrors the unease of postwar America. The domestic sphere, once idealized, is revealed as volatile. The husband is a killer. The house is a coffin. The marriage is a lie. Geoffrey, returning from his artistic sojourns, brings not love but decay. Sally, eager for stability, is caught in a web of genteel horror. The daughter, Beatrice, speaks like an adult, as though childhood itself has been evacuated. These are not people. They are symptoms.
And what are they symptoms of? Of a larger cultural shift. Of the re-domestication of women. Of the fragility of male authority. Of the lingering trauma of war. Geoffrey is not a soldier, but he carries the affect of one returned.
He is irritable. He is restless. He cannot stay faithful. He kills to restore order. This is not a war story, but it is a story of aftermath. The tidy bourgeois life promised in 1945 is unraveling by 1947. The American Dream, exported to England for set dressing, reveals its nightmare logic.
It is worth pausing to consider the film’s women through a political lens. They are not liberated. They are not safe. They are never in control. Yet they are not without agency. Sally’s journey is one of discovery. She begins as a romantic idealist and ends as a pragmatic survivor. She suspects, she investigates, she acts.
![]() |
Alexis Smith in The Two Mrs Carrolls (1947) |
Her knowledge is hard-won, and not entirely believed. She is gaslit, dismissed, and infantilized. Yet she endures. Her final confrontation with Geoffrey is not merely self-defense. It is a reclamation. The portrait he paints of her is monstrous. But the image she gives back is stronger.
Cecily, too, operates within her constraints. She uses class, wealth, and charm to maneuver. But these tools are blunt. She cannot understand the violence they provoke. She has no notion that she, too, is disposable.
The film does not punish her. It simply sidelines her. Geoffrey’s true obsession is not with women. It is with art. And once he has painted them, they are already dead.
Even the housekeeper, played with acidic precision by Anita Sharp-Bolster, becomes a kind of witness. She sees, but does not intervene. She knows, but does not warn. She is the Gothic chorus. Nigel Bruce, as the bumbling doctor, is comic relief turned tragic. He cannot diagnose. He cannot prevent. His failure is systemic. Science, logic, medicine—all collapse before the artist’s madness.
"In a sense, The Two Mrs. Carrolls is engaging the same trope as Edgar Allan Poe in his story, ‘‘The Oval Portrait,’’ in which a painter portraying his young bride ‘‘would not see that the tints which he spread upon the canvas were drawn from the cheeks of her who sat beside him.’’ Upon applying the last perfect stroke, the portraitist turns from the image to its subject and finds her dead. ‘‘His fervid obsession to re-present her,’’ as Elisabeth Bronfen has eloquently put it, is the very ‘‘condition of her death.’’ 19 Poe’s conception of exchange between living subject and artwork, like the Pygmalion myth, is inherently cinematic, as was beautifully explored by Jean Epstein, who incorporated that element of ‘‘The Oval Portrait’’ into his film version of The Fall of the House of Usher (1928), along with elements of Poe’s related tale of love and death, Ligeia.20 The effectiveness of ‘‘The Oval Portrait,’’ as Françoise Meltzer has noted, relies in large part on inducing ‘‘an uncanny sentiment in the reader by playing on the lingering belief in a prohibition against overly mimetic art.’’ 21 As in Poe’s story, Mr. Carroll’s mimetic accomplishment is constructed as murder, but in The Two Mrs. Carrolls it is construed as the result of psychopathological, not ineffable, supernatural forces."
Art in the Cinematic Imagination, Susan Felleman (2006), University of Texas Press
![]() |
Nigel Bruce and Barbara Stanwyck in The Two Mrs Carrolls (1947) |
The child, Beatrice, is the film’s most unnerving figure. Wise beyond her years, she speaks in riddles. She recalls symptoms, patterns, even poison. And yet she does not connect the dots. Or perhaps she does, and chooses silence. Her presence is a cipher. A reminder that innocence, too, can be corrupted by proximity.
The portrait in film noir embodies an intricate interplay of mimesis, morbidity, sexuality, and existential dread, reflecting profound theoretical engagements with representation itself. Roland Barthes’s assertion in Camera Lucida that every photograph inherently carries the inscription of death as "a catastrophe which has already occurred," underpins the unsettling power of portraits in narrative cinema.
Film noir, flourishing in the Hollywood of the 1940s, leverages the inherent morbidity of the portrait, explicitly integrating its visual, psychological, and thematic ramifications.
Cinema, painting, and photography share representational impulses marked by corporeal traces. When Alberti exalted painting’s ability to "make the dead seem almost alive," he notably foregrounded mimetic portraiture, differentiating it fundamentally from genres less dependent on singular corporeal identity.
This theoretical framework resonates strongly with Michael Fried's insights on portraiture as simultaneously a subject’s self-presentation and an artist’s re-presentation, embodying an intrinsic ambiguity mirrored in cinematic portrayals.
This ambiguity escalates dramatically within film noir, where portraits do not merely occupy mise-en-scène but participate actively, initiating psychological dynamics. Alfred Hitchcock’s Rebecca (1940) encapsulates this vividly: the protagonist (Joan Fontaine) identifies obsessively with a portrait of Lady Caroline, thus dramatizing what Tania Modleski articulates as Hitchcock’s recurrent thematic exploration of self-loss through identification.
In Hitchcock’s Suspicion (1941), similar dynamics surface through the Oedipal presence of General MacLaidlaw’s portrait, which Stephen Heath sees as central to the film's symbolic structure.
These portraits reveal what narrative cinema typically represses—the mortality and discontinuities inscribed in representation itself. Cinema's seductive continuity is thus disrupted by portraits whose inert yet potent presence foregrounds narrative artifice.
Otto Preminger’s Laura (1944) deftly utilizes portraiture's uncanny power, rendering the return of the presumed-dead Laura (Gene Tierney) as an eruption of the repressed, according to Reynold Humphries. Similarly, Fritz Lang’s The Woman in the Window (1944) positions the portrait as a catalyst for Professor Wanley’s descent into a morbid, dream-induced narrative, effectively literalizing portraiture as both object of desire and harbinger of death.
Lang intensifies this pathology in Scarlet Street (1945), where Chris Cross (Edward G. Robinson), a dispossessed painter, witnesses the betrayal embodied in his stolen and misrepresented self-portrait of Kitty (Joan Bennett). This narrative encapsulates a poignant existential dread rooted deeply in the representational act itself, foregrounding the toxic intertwining of artistic creation and mortal despair.
Portraiture in the "paranoid woman’s film," explored by Mary Ann Doane, reveals further nuances. Films like Gaslight (George Cukor, 1944) and particularly The Two Mrs. Carrolls (Peter Godfrey, 1945) invoke portraits that vividly embody morbid anxieties surrounding female identity, femininity's conflation with mortality, and the pathology of masculine spectatorship.
The distortion in the portraits painted by Humphrey Bogart’s deranged artist does not merely signify abstraction, but rather explicit degradation and mortal decay, echoing Poe’s "The Oval Portrait," where artistic obsession directly precipitates death.
Albert Lewin’s adaptation of Oscar Wilde’s The Picture of Dorian Gray (1945) further deepens this interrogation, transforming Dorian’s supernatural bargain into a profound cinematic reflection on narcissistic terror, mirrored through Ivan Albright's ghastly, vivid portrait. Parker Tyler’s critique underscores Hollywood's uneasy revelation of representational horror, dramatizing the precariousness of corporeal desire and immortal aspiration within filmic narrative.
Supernatural narratives like The Uninvited (Lewis Allen, 1944) and René Clair’s I Married a Witch (1942) position portraits as liminal objects mediating between the living and the dead, negotiating anxieties around femininity, sexuality, and maturation. Similarly, Joseph Mankiewicz’s The Ghost and Mrs. Muir (1947) and William Dieterle’s Portrait of Jennie (1948) poignantly illustrate portraits as metaphysical conduits, encapsulating romance and mortality through representational exchange.
In Portrait of Jennie, Joseph Cotten’s obsessive portrayal of Jennie (Jennifer Jones) evokes Barthes's catastrophe, encapsulating art as both offspring and elegy to impossible love. Mankiewicz's The Ghost and Mrs. Muir subtly reverses traditional muse dynamics, presenting Captain Grey’s portrait as a source of profound romantic and artistic inspiration for Gene Tierney’s character, subtly engaging the existential tragedy of longing and loss.
Both films utilize monochrome cinematography interrupted by Technicolor inserts of portraits, reinforcing their supernatural and morbid potency.
Thomas Elsaesser elucidates portraiture’s complex connotations—historical, social, economic, and sexual—each profoundly explored in these films. Yet, beyond these realms, portraiture fundamentally engages with existential angst and narrative reflexivity, confronting classical Hollywood’s aesthetic and narrative ideologies with the inevitable intrusion of mortality and representational crisis.
Portraits in film noir—manifestations of death, desire, and identity crises—illuminate the inherent morbidity of representation. Through films like Rebecca, Laura, Scarlet Street, and The Picture of Dorian Gray, portraiture critically challenges classical Hollywood narrative structures, foregrounding cinematic artifice, and confronting the viewer with the irrepressible, uncanny truths of existence and representation itself.
This interplay ensures that film noir’s moving pictures remain disquietingly alive, encapsulating the fraught beauty and inevitable mortality inherent in all representational acts.
The film’s noir tradition is evident not in its plot, but in its sensibility. The lighting is oppressive. The tone is bleak. The morality is murky. There is no justice, only interruption. Geoffrey is arrested, not defeated. His madness is stopped, not cured. The final image is not of redemption, but of ambiguity. The police arrive. Sally survives. But the poison has already entered the air. The house will never be clean again.
That final line—“A glass of milk, perhaps?”—is not a joke. It is a summation. The ordinary has become lethal. The most innocent object is the murder weapon. This is noir logic, distilled. The world is not safe. It never was.
In the larger history of American film, The Two Mrs. Carrolls occupies a curious niche. It is not canonical. It is not obscure. It is a misfire with moments of brilliance. A flawed vessel for great talent. A transitional object. Bogart, by this time, had already defined himself in Casablanca and The Maltese Falcon. Stanwyck had already scorched the screen in Double Indemnity. Yet here, both are subdued. The fire is banked. The glamour is tarnished. The film asks them to do something different—and they do, if not always successfully.
It is tempting to say the film fails. And in many ways, it does. The pacing is uneven. The script is overwrought. The characters flatten when they should deepen. But failure is instructive. The film reveals the limits of adaptation, the dangers of casting against type, the risks of tonal imbalance. Yet it also offers something rare: a domestic noir. A psychodrama of manners. A portrait of madness painted in drawing-room hues.
The decision to delay release until 1947—citing similarity to Gaslight, or concerns over tone—was not merely commercial. It was ideological. The film’s themes of domestic instability, male psychosis, and female entrapment were too raw for 1945. By 1947, the culture had begun to shift. The darkness could be allowed to seep in. And so it did.
What remains is a film worth watching, if only for what it tries to be. A murder mystery without mystery. A noir without crime. A romance without love. A painting that reveals more about its artist than its subject.
In The Two Mrs. Carrolls, love is not redemptive. Art is not transcendent. The home is not sacred. And milk is never just milk.
The Two Mrs. Carrolls (1947)
Directed by Peter Godfrey
Genres - Crime, Drama, Thriller | Sub-Genres - Film Noir | Release Date - Mar 4, 1947 | Run Time - 99 min.