Behind the Make-Up is a 1930 American pre-Code drama film directed by Robert Milton and Dorothy Arzner (who was uncredited),[2] and based on the short story "The Feeder" by Mildred Cram.

This was the first of seven in which Powell and Francis co-starred, the others being Street of Chance (1930), Paramount on Parade (1930), For the Defense (1930), Ladies' Man (1931), Jewel Robbery (1932), and One Way Passage (1932).

Good-natured vaudeville clown Hap Brown befriends Gardoni, a vain but penniless comedian contemplating suicide.

Soon after, as Hap and Marie try to deal with Gardoni's shabby treatment of them, he pursues an extramarital affair with the worldlier, wealthier socialite Kitty, with whom he also racks up a significant gambling debt.

Mordaunt Hall, film critic of The New York Times, praised the performances of Powell ("excellent"), Wray ("pleasing"), Skelly ("goes about his part with earnestness and intelligence"), and Francis ("does nicely"), but noted "the story is rather limp and disappointing.