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Bette Davis finally returned to the set on June 2, but she refused to accede to Wyler's demands, and he was forced to accept her interpretation of the role. They never worked together again.

His concessions to Davis notwithstanding,
The Little Foxes
is one of Wyler's supreme achievements. He again demonstrates a profound understanding of the differences between theater and film, particularly how the director's creative mise-en-scène can more effectively communicate the play's meaning. Although Hellman's screenplay adds outdoor scenes, which open up the play in conventional ways, the film's greatness is achieved primarily through Wyler's ability to create visual compositions and exploit space, particularly closed-in space within the Giddens house. According to André Bazin, “There is a hundred times more cinema, and better cinema at that, in one fixed shot in
The Little Foxes
or
Macbeth
[Orson Welles] than in all the exterior traveling shots, in all the natural settings, in all the geographical exoticism, in all the shots of the reverse side of the set, by means of which up to now the screen has ingeniously attempted to make us forget the stage.”
33
In his study of Bette Davis, Charles Affron notes, “Obsessively bound together in space by this director, the ‘little foxes' find their dreadful intimacy contained in a movie camera.” He goes on to say, “
The Little Foxes
is a film of duets, trios, quartets, and small ensembles, which fully exploits an enviably collaborative cast.”
34
Michael Anderegg perceptively calls the film a “realization” of Hellman's play rather than merely an adaptation.
35
In “realizing” his film, Wyler not only utilizes character configurations but also reworks some of his favorite devices—staircases, mirrors, and windows—to create visual meaning. He also collaborated closely with Toland, fresh from
Citizen Kane
, to create some effective deep-focus compositions.

The film begins with the passage from the Song of Solomon on which the title is based. This passage is also spoken by Horace during the wine and cake party shared by the good people (Zan, Birdie, David, and Addie) later in the film. These lines are not spoken in the play, but the filmmakers felt the need to explain the passage to the movie audience: “Little foxes have lived in all times, in all places. This family happened to live in the deep South in 1900.”

This literary stage setting is followed by a cinematic sequence of outdoor scenes, invented for the film by Hellman, that precede the dinner party that opens the play. We are given a glimpse of the town the Hubbards live in as the day begins. A wagon loaded with cotton, with a black farmhand lying on top of it, moves up a country road. This image was probably Wyler's idea, as it does not appear in any of Hellman's drafts but duplicates the shot in
These Three
in which Karen lies on top of the lumber that Joe is hauling. We see more action as Addie and Zan ride in a buggy past the various scenes that make up the town. This introductory sequence matches Wyler's strategy in the opening of
Jezebel
, where he presents New Orleans by following individuals walking down the street. Here, the audience is given glimpses of cotton being unloaded at the Hubbards' warehouse and of clothes being washed in a tub. The buggy stops in town, where Zan greets David, and we see the food loaded in back of the buggy, which will be prepared for that evening's dinner party. This encounter, added by the scenarist, establishes Zan and David's relationship, which is teasing and playful but full of mutual affection. Wyler connects all these scenes with wipes and dissolves that emphasize the pastoral, slow, friendly nature of the town, which will soon be threatened by the cotton mill the Hubbards plan to build.
36

The buggy then pulls up to the Hubbard house, and Wyler introduces some of the family members—Birdie and Ben—as they stick their heads out the windows. Regina, arranging her hair, is seen framed by a veranda. Instead of wipes, Wyler cuts between the Hubbards, accentuating the feeling that the rhythm of life here is harder and sharper than it is in town. These characters are boxed and confined—a motif Wyler will more fully exploit when his camera moves inside the house itself, where the major power struggles are acted out. Now, however, amid the outdoor rhythms of the opening, a more jarring visual note is introduced as we meet three separate characters, each in his or her own box.
37
The outdoor preamble then continues with shots of Oscar and Ben, first viewed by David through his window, as they are walking to town on their way to work. This sequence is followed by a single shot of Ben walking from his house to town, which is also viewed by David through his window. David thus makes the first political observation in the film when he tells his mother about the proposed cotton mill and notes that workers in the town are paid the lowest wages in the country. Hellman and Wyler's pro-union sympathies are first expressed here. This series of scenes takes up the first ten minutes of the film and, like the opening sequences Hellman devised for
These Three
, they are not in the play.

The dinner party for businessman William Marshall, which opens the play, follows these brief introductory character sketches in the film. Wyler spends some time with the characters seated around the elegant dinner table, as he did in
Jezebel
. In the play, all the conversations with Marshall take place after dinner in the living room; Wyler, however, divides the action between the two spaces. When Ben contradicts Marshall's assumption that the Hubbards are aristocrats—declaring that they are in trade—Wyler cuts to his first mirrored shot. Ben is still foregrounded in the frame, with Birdie on his right, but behind him, the mirror reflects Regina standing behind Ben, with Marshall in the center and Zan on the right. The framing of Regina here echoes her initial presentation on the balcony and anticipates her framing in the film's final shot. Unlike Ben, Regina plans to take her place in sophisticated society in Chicago, Marshall's hometown. The framing shot, however, undercuts her aspirations, which, significantly, also include Zan, whom she wants to take with her but will lose in the end.

When the dinner breaks up, the camera lingers for a few moments on Birdie and then cuts to the living room, where the evening continues. Regina is centered on the couch, with Marshall to her left and Ben to her right. Soon Birdie and then Zan play the piano for their guest, and Wyler's camera discreetly captures the Hubbards' idiosyncratic gestures as they listen. This sequence is followed by a scene created for the film: in the kitchen, Addie instructs the other servants to feed some children who are waiting outside. “Feed the hungry,” she says. Enveloping the living room scene with shots of Birdie and Addie, who are humane and charitable people, puts the Hubbards' callous business machinations in context.

Once Marshall leaves and Regina, Ben, and Oscar are reveling in their triumph, Wyler has Regina walk to a window that is curtained with lace and illuminated by a lamp. She speaks of moving to Chicago with Zan and leaving her brothers. Alone in the frame, in a medium shot with the light and lace behind her, she dominates both her space and the frame—her moment of supreme confidence is realized forcefully by Wyler's mise-en-scène. The siblings then gather to discuss Regina and Horace's unpaid share of the money owed to Marshall. Again, Wyler situates Regina on the couch in the center of the frame, with Ben to the right and Oscar in front, his back to the camera. The most interesting aspect of this shot is that, in deep focus, Wyler also frames Birdie in a chair behind Regina (a reversal of the mirrored shot at dinner). Birdie does not participate in the conversation, but her presence reminds us of a worldview not shared by the siblings. Also included in the shot and behind Birdie is the staircase where Horace (the absent subject of this conversation) will die, while his wife sits on the very same couch.

To facilitate the deal with Marshall, Regina decides to send Zan to Baltimore to fetch her father. When Addie objects that Zan is not old enough to make the trip alone, it is suggested that Zan is old enough to get married. Oscar prods Leo into talk of marriage, and Wyler cuts to Regina as she looks in the mirror. She is obviously thinking about her own failed marriage, also undertaken at a young age. Regina's back is to the camera, and her face is caught in the mirror's reflection—another box, and a frame within a frame. Like many Wyler protagonists, Regina sees that her youth is gone and her life has been thrown away because she married a man she detests. A similar moment occurs just before Horace returns home. The servants are readying his room when Regina picks up a picture. She studies it wistfully and then looks in the mirror. Her reflection, this time at a canted angle, shows an aged, sour, and bitter face. Wyler then cuts to the picture, which shows a beautiful and youthful Regina, her hair in ringlets. By contrast, the mirror's reflection reveals her evolution into a true Hubbard/fox.

The sequence concludes with Wyler's first staircase shots. Regina is first shown on the second floor, lording it over Oscar because she has just negotiated part of his share of the business deal for herself. This scene is followed by one in which Birdie hysterically tells Zan that she cannot marry her son Leo. Oscar overhears Birdie and slaps her. When Birdie cries out, Zan runs from her room to the top of the balcony to check on her aunt. She looks down on Birdie, who seems like a small, isolated, pathetic figure, while Zan is filmed from a low angle and dominates her aunt. Wyler's mise-en-scène suggests that Zan will not suffer Birdie's fate; she will not be crushed by the Hubbards but will prevail over them.

Wyler repeats the mirror-reflection motif to spectacular effect in a scene in which both Oscar and Leo are shaving. Leo tells his father about Horace's bonds, kept in the safe-deposit box at the bank where he works. This exchange takes place in Regina's living room in the play, but the screenplay sets the scene in Oscar's bedroom, where the set-up is solely Wyler's creation. Sergei Eisenstein once commented to Lillian Hellman that he often showed
The Little Foxes
at private parties and particularly admired the shaving scene, for which Wyler “deserved motion picture fame for the rest of his life.”
38
Oscar and Leo are shown standing back to back but speaking to each other through their respective mirrors. We see Oscar reflected in the larger mirror, while Leo's face appears in a small, round shaving mirror as well as in the larger one. The staging unmasks the deviousness and hypocrisy of the family, as both father and son feel like they are getting away with something if they do not look directly at the other. The director, however, is choreographing and exposing their images even as they are manipulating each other.

The shaving scene is followed by one in which father and son stick their heads out their separate windows—more boxes—to see Horace's buggy arriving. Inside the house, Regina sits in front of a mirror, creaming her face (a variation on the shaving cream) in anticipation of her husband's return. All the foxes are getting ready to pounce, but Wyler's mise-en-scène has trapped them just as they are planning to trap Horace and one another. Charles Higham and Joel Greenberg criticize Wyler's style in the film as “cold and mechanical,”
39
but in sequences such as this, the director's style seems both bold and theatrical as he exposes, traps, and reveals his characters to the audience.

Wyler varies this effect one more time in a tour-de-force shot after Horace settles in his room and is greeted by Regina. They talk and quarrel for a few moments, and then Regina gets up and looks out the window; there is a cut to the arrival of Ben and Oscar, who are framed by a section of the veranda. As Regina looks down at them, they appear small and insignificant. Wyler next cuts back to Regina, who is framed by the window, but on the right side of the screen, framed by another small windowpane, is the seated Horace, looking frail and trapped. None of these men seem to have a chance when subjected to Regina's gaze.

After Horace refuses to join the brothers' business scheme, Ben and Oscar go downstairs and plot with Leo to steal the bonds. Wyler films their conference in a medium three-shot. Their bodies fill the frame as if they are trapped within it. When Ben announces to Regina that they have the money and do not need her contribution, Regina has already descended the stairs and is on his level. Ben preens for the camera as he exits, a theatrical gesture that is lost to Regina but on display for the audience. The director lets him enjoy his moment, although the earlier framing suggests that it won't last long.

The scene between Ben and Regina is witnessed by Horace, who stands at the top of the stairs—the one moment when he seems more powerful than his wife. He tells her, “There must be better ways of getting rich than building sweat shops and pounding the bones of the town…. You'll wreck the town, you and your brothers. You'll wreck the country.” This speech, which defines the moral center of the film, is overheard by Alexandra, who also hears her mother tell Horace, “I hope you die. I hope you die soon.” At this point, Wyler centers Regina in the frame, highlighting her evil power, while Horace turns his back to her and seems to fade into insignificance, which is the fate of his kind. The scene ends with Alexandra clutching at her father, whose face slowly dissolves into Leo's reflection in the Planters Bank sign. The foxes will indeed inherit the earth.

Next comes the one tender moment in both the play and the film, as the positive characters gather for the one and only time they are seen together. (In the film, David is included in this group.) The sequence begins with a shot of the staircase; its emptiness indicates that this stage of power has been temporarily abandoned. There is a cut to Birdie playing the piano— an image of the humanism being destroyed by the Hubbards—along with a deep-focus image of Horace sitting in the garden, his body lined up with Birdie's and framed by a full-length windowed doorway. When Wyler cuts to the outdoors, he fills the scene with pastoral images (a stylistic hallmark) of Birdie showing Horace some flowers picked at Lionnet and then a scene of Alexandra in a tree picking apples. At the wine party that follows, Birdie reminisces about the first time she met Oscar Hubbard and recalls her mother's comment that the Hubbards cheated colored people out of their money. Addie responds with her searing statement about “people who eats up the whole earth and all the people in it…and people who stands around and watch them do it.” Horace then recites the line from the Song of Solomon that gives the play its title as he dominates the frame, with Alexandra and Addie lined up behind him. Horace is, of course, one of the bystanders; Alexandra will be the one who absorbs her father's humanism but follows Addie's call to action. As the scene continues, Birdie admits she does not like her own son and comes to the realization that Oscar married her for Lionnet's cotton. She begins to sob as Alexandra leads her away. Wyler concludes the sequence with another meaningful dissolve from Horace's face to Leo at his station at the bank, his face framed by the teller's bars.

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