Friday, November 29, 2013

Lady Beware

Burnt out from the debacle that was Francis Ford Coppola’s The Cotton Club (1984) and the commercial failure of Streets of Fire (1984), Diane Lane had gone from promising A-list actress to box office poison. Stinging from these two high profile flops and eager to escape the media spotlight, she took some time off to regroup and figure out what she wanted to do next. In 1987, she came roaring back with a vengeance with two films, one of which was Lady Beware, a modest B-movie thriller that was a labor of love for its director, Karen Arthur, but ran afoul of studio interference. While hardly a masterpiece, it is an intriguing cinematic detour in Lane’s filmography.

Katya Yarno (Diane Lane) is an aspiring window dresser who arrives in Pittsburgh and applies for a job at a big department store by persistently pursuing its owner Mr. Thayer (Edward Penn). She impresses him with her moxie as she flat-out tells him that his window displays “suck,” but it gets her foot in the door. She soon befriends fellow employees Lionel (Peter Nevargic) and Nan (Tyra Ferrell). Eager to impress, Katya works late and creates quite a provocative display on her first attempt, which gets the attention of Jack Price (Michael Woods), a hunky guy who begins stalking Katya, watching her while she bathes, and later, her sleeping, all from the vantage point of the fire escape on her building.

Meanwhile, Katya has a literally steamy dream of having sex with a muscular model while naked mannequins from her window display look on. Her fantasies fuel her work and despite the protestations of his prudish wife, Thayer is impressed by Katya’s work, giving her a six-month contract. In these early scenes, Lane does a nice job of conveying Katya’s youthful enthusiasm and ambition to make it in the big city, but with a hint of being something of a provocateur as her racy displays upset some and excite others. The use of actual locations in and around the city really creates a sense of place that is tangible and grounds things, which offsets its B-movie-ness a bit.

Soon, Katya is interviewed by Pittsburgh Magazine’s Mac Odell (Cotter Smith, saddled with the thankless nice guy role), who not only likes her window displays, but the young woman as well, much to the chagrin of stalker Jack. He soon ups the ante on his tactics, harassing her on the phone and even opening her mail. Michael Woods oozes sleaze as the creepy stalker fixated on Lane’s character. The fact that Jack has a wife and kid (even calling Katya while playing with his child) makes him even scarier. Director Karen Arthur does a pretty good job of showing Jack’s gradually unsettling voyeuristic tendencies and how they unnerve and upset Katya, preying on her insecurities. At times, Jack’s fixation is really upsetting (especially if you’ve ever been stalked), like when he breaks into Katya’s place and takes a bath in her tub, even using her toothbrush (ugh!). He confidently roams around her apartment like he owns the place and it’s not even 45 minutes in when you’re hoping that someone takes this sicko out.

Lane is certainly not afraid to show off her beautiful body during certain moments in the film, which only adds to the slightly sleazy B-movie thriller vibe, but is meant to reinforce Katya’s enticing tendencies. As the film progresses, she convincingly conveys the stress and fear Katya experiences once Jack’s obsessive behavior makes her life a living hell. She starts off as this confident young woman and over the course of the film, her world is shaken by Jack’s frightening tactics and this is shown in how it affects her work. However, Katya has an inner strength that she is able to tap into, which helps her deal with what’s happening.

After Karen Arthur released her second film, The Mafu Cage in 1978, she began work on Lady Beware. Over the next eight years, “it’s had 100 homes, 17 drafts and eight writers,” she said. The director wanted to make a movie about psychological rape, but found that at the Hollywood studios, “the purse holders are men.” When she shopped the project around, Arthur found that the studios wanted to make “a violent picture,” but she was “not interested in making a picture where a woman gets beat up. I wanted to show how a woman deals with this kind of insidious violence.” While trying to get financial backing, she made development deals in order to make a living, but she wasn’t actually directing any movies and tried her hand at television, winning an Emmy for an episode of Cagney & Lacey and became the first woman to direct an American mini-series – Crossings. She eventually secured financing with Scotti Bros. Entertainment, an American independent production company.

Filming was originally announced to start in October of 1984, but for some reason was pushed back two years. The film’s producers considered shooting in Chicago, Detroit and Atlanta, but executive producer Lawrence Mortoff had made a previous film in Pittsburgh and was familiar with the city. For the lead role, he considered Elizabeth McGovern and Lori Street before going with Diane Lane. After The Cotton Club, she was tired and took two years off in order “to get a perspective from a point of not having a career.” She had lost her love for acting and just wanted to experience life outside of moviemaking. Lane eventually rediscovered her desire to act and when she was ready come back to work was offered three films: The Big Town (1987), After the Rain, and Lady Beware.

Budgeted at $3 million, principal photography began on July 21, 1986 on location in Pittsburgh and ended around August 23, 1986. The production was hardly harmonious as local crew members clashed with the film’s associate producer and first assistant director Paula Marcus who was described as “overly aggressive and mean.” She was not well liked by the crew. Later on, one of the local actors who worked on the film claimed that the editors ruined it. Said thespian met Arthur a year later and she was still upset by the experience.

Lady Beware received mixed reviews. In his review for The New York Times, Walter Goodman criticized the film’s ending and felt that Arthur “seems to have given up trying to understand what is going on, for which you can’t blame her.” The Washington Post’s Hal Hinson wrote, “Lane does manage to convey some of the suffering inflicted by this sort of psychological rape. Lane’s reached a fascinating point as a performer – a place somewhere between being a woman and a girl – so that in some scenes she’s able to come across as strikingly mature and self-possessed and, in others, as a frightened child, small and vulnerable.” In his review for the Toronto Star, Geoff Pevere compared it to Fatal Attraction: “Although hampered by weak performances … poor sound dubbing and serious continuity troubles … Lady Beware bravely ventures much closer to the dark heart of sexual harassment than its vastly more popular and polished contemporary.”

Lady Beware raises the issue of the danger that women sometimes encounter when they come across as what is perceived by some as being too provocative and how a disturbing fixation can develop as a result – something that was not the intention of the woman. It can make the person feel like a victim as they live in constant fear for their life, not knowing when and where their stalker will surface. It’s all about being in control. By harassing Katya relentlessly, Jack makes her feel helpless and controls her through fear. Once she conquers that fear she is able to turn the tables on him.

Lady Beware is a potent reminder of the real danger stalkers pose and just how scary it is for the target of their obsession. Katya has supportive co-workers and a caring boyfriend, but none of them know how she feels and how it affects her, which Lane conveys quite well in a surprisingly nuanced performance that, at times, almost transcends the film’s thriller genre clich├ęs. Of course, this is all conveyed under the auspices of a B-movie thriller with some of the genre’s lurid trappings, some clunky dialogue and scenery-chewing acting. This is glaringly apparent during the last 30 minutes as Lane succumbs to cringe-inducing histrionics that are meant to show Katya’s increasingly upset nature and how much she’s affected by what Jack’s doing to her by isolating herself from everyone as a form of protection, but it comes across as the actress going over the top in some really laughable moments that rob the film of its initial power. It is these moments that feel like the studio exerted its influence by applying more conventional genre trappings, but fortunately the film regains its composure somewhat during the climax.


Mills, Nancy. “Lady Beware Has Been This Director’s Legacy.” Los Angeles Times. May 29, 1986.

Scott, Vernon. “Diane Lane Ending Hiatus in Pittsburgh-Filmed Lady Beware.” Pittsburgh Post-Gazette. September 15, 1987.

Tiech, John. Pittsburgh Film History: On Set in the Steel City. The History Press: Charleston. 2012.


  1. Mr. Lafrance, your critique of this long-lost, almost uniformly neglected *and* rejected little gem is well appreciated! I went through several pieces — including a shockingly poorly written piece in the NY Times — before I found this review. Your thoroughness, obvious care in your subject matter, and careful balance of fact and personal points of opinion, are what I always aim to find in film critique — and seldom do, most specifically when it comes to evasive titles such as "Lady Beware." Thanks for the blog, which I will be certain to examine more closely. Your choices are particularly interesting, bordering on mystifying to the casual eye... then again, my eye tends towards the formal. Well done!

    1. Thank you for the kind words! It is such a shame that more people don't more about LADY BEWARE. It is quite the fascinating film that deserves to be rediscovered.