Make-Up is a 1937 British drama film directed by Alfred Zeisler and starring Nils Asther, June Clyde and Judy Kelly.

[2] The story is based on a novel by Hans Mahner-Mons, which had previously been adapted into the 1935 film Bux the Clown.

Born in a circus, Bux (Nils Asther) hankers after life there, but is pressurised by his family to study to become a surgeon.

However, the lure of the Big Top proves too strong, and he abandons his medical career for a life as a circus clown.

His clinical expertise comes in handy when attending the injuries of a young woman knocked down by an elephant, and romance beckons.