By the mid-1930s, producers and directors began to feel more confidence in Technicolor, but actors still resisted. Bette Davis, Joan Crawford, Greta Garbo, Norma Shearer, and others all refused to appear in color, rightly convinced that their makeup wasn’t an adequate buffer against the aggressive candor of Technicolor film. Factor faced a formidable challenge. He needed a substance that was matte instead of glossy; stable even on the sweatiest face; perfectly matched in color to real skin, which encompasses a spectrum far more complex than Factor’s usual palette of yellow, pink, and white; and finally, with a viscosity that blended with skin rather than masked it, and thus became invisible to the camera. Factor’s impossible task was to make skin more perfect—more even in color and texture than it naturally is—but to do so through imperceptible means.

In fact, aristocratic aesthetes of both genders had grappled with the same problem for hundreds of years. The word makeup tends to connote brightly colored lips or eyelids, but skin quality has been the more constant obsession. Before the eradication of smallpox, the disease left faces pitted with scars. Makeup concealed these imperfections and gave the appearance of good health, indicated by a complexion that was neither choleric nor sanguine, but perfectly pale—the familiar “lily white.”3 The material commonly used for maquillage, as it was called, was white powder—copious amounts of it, either set with cold cream or held in place by a mask of egg white. Until the early 1800s, ceruse—made of finely ground lead—was the powder of choice. The best was imported from Venice, where sheets of lead were boiled in vinegar, buried in horse manure, and then ground into a fine powder. Originally used by courtesans in ancient Greece and Rome, ceruse was first adopted by western European aristocrats following Elizabeth’s coronation in 1559. The toilette of the women in the royal court, and many men as well, included applying ceruse to face, hands, chest, and neck.4

The malevolent effects of ceruse had little effect on its popularity. The substance caused eyebrows to fall out and the hairline to recede; teeth rotted even sooner than they otherwise did. Celebrated beauties became noticeably less so as the cosmetic swiftly corroded and thinned their skin. In the 1760s, the death of Lady Coventry was attributed to her use of cosmetics, as was that of the famous actress and courtesan Kitty Fisher. And yet, the fashion persisted. Vanity was the culprit, and though risking death for the sake of powdered skin seems incredible, as photographer and fashion auteur Cecil Beaton once observed, “We all have enough of the peacock in us not to be able to dismiss it entirely.”5 In the nineteenth century, ceruse was finally replaced by a combination of talc, chalk, starch, and rice powder. These substances were less toxic, but the aesthetic effect was strikingly artificial. Women emerged from enameling studios with faces that were described as “whitewashed” and “masked,” and they left streaks of powder on everything they touched.

Factor’s Pan-Cake Make-Up represented a wild leap forward. Factor’s first formulas for a natural-looking, blendable skin makeup were used on the set of Walter Wanger’s Vogues of 1938. The makeup was another Hollywood success: Factor received congratulatory letters from directors, actresses dropped their resistance to color film, and audiences raved that their favorite stars were more beautiful in Technicolor than in black and white. George Folsey, director of photography at MGM, announced: “With Pan-Cake, make-up ceases to be a problem as far as photography is concerned.”6

The tip-off that Factor had something even more valuable on his hands, however, was that rather than leave their makeup at the studio, actresses stole it to use at home. Factor initially resisted marketing Pan-Cake to the general public—he still believed makeup was best confined to the stage and screen. But his sons persisted and actresses begged, and finally, the following year, Factor launched Pan-Cake Make-Up with great fanfare. The product release was announced with a full-color advertising campaign and movie star endorsements, and timed to coincide with the debut of George Marshall’s 1938 film Goldwyn Follies, the most lavish Technicolor production to date and the first to contain a screen credit for Factor’s makeup. Pan-Cake Make-Up was not the company’s first foray into the general market, but it was by far the most successful, inspiring more than sixty imitations and trumping the profits of all other Factor products combined. Other pioneers of the cosmetics industry—Helena Rubinstein, Elizabeth Arden, Charles Revson—immediately launched their own versions. Factor’s original product, a solid cake of makeup to be applied with a damp sponge, quickly led to the development of what has since been termed “foundation,” a viscous skin-colored substance that now exists in a bewildering range of options. Foundation can be liquid, solid, or something in between called “powder finish”; sheer, velvet, or reflective; applied with sponge, fingers, or aerosol spray; imbued with pigment spheres, microdiffusion systems, and cellular respiration boosters. Such products might be sold at a breathtaking markup over cost, but they will assuredly not depilate the eyebrows.

It was a startling success for a product so nondescript. Bland in color and subtle in effect, foundation is the most prosaic part of a made-up face, and the most prosaic part of making up. There is no glamour or allure in a bottle of beige liquid. And yet, if the product itself is unassuming, the name Pan-Cake Make-Up signaled otherwise. Powder had been variously termed “enamel” or “maquillage,” while “paint” was used with the implication that makeup was immoral. “Cosmetic” was traditionally reserved for face creams and lotions, but was increasingly adopted in the early twentieth century to make face paint seem more socially acceptable. Guided by his sons’ advice, Factor rejected all of these options and instead chose make-up—a word that, like costume or prop, squarely belonged to theater and film. If not with its formula, with its name Pan-Cake Make-Up frankly declared its artifice, and in doing so, evoked the prescient words of Charles Baudelaire, written some seventy years earlier: “Maquillage has no need to hide itself or shrink from being suspected; on the contrary, let it display itself, at least if it does so with frankness and honesty.”7 With its playful ring, Pan-Cake Make-Up offered a bit of make-believe to everyday life. Indeed, the product signaled that the distinction between real life and the silver screen—between dressing up for the camera and simply dressing up—was swiftly eroding.