This study investigates the representation of female identity and desire in Hollywood films with `makeover' narratives. It deploys some psychoanalytical methodologies, but seeks to avoid the totalising theory of earlier feminist approaches. Blending textual analysis and contextual enquiry in an innovative and discursive manner, the films are understood and extensively historicised in terms of their contemporaneous socio-cultural environment. The key aims are to assess the extent to which female subjectivity is articulated, appraise the forms of femininity constructed, and analyse the ways in which the films relate to and are indicative of shifting gender values. Two periods, both unstable in terms of women's position in American society, are sampled and compared: during and after World War II, when traditional gender roles were in flux, and the post-feminist present when women have experienced simultaneously the gains secured in the previous generation and counter-currents of backlash and retraction. Analogous case studies facilitate the comparison of gender representation in the two periods, starting with familiar key texts (Now, Voyager and Pretty Woman), examined afresh through the lens of makeover. Close analyses entail star studies and aspects of genre, although the central focus remains representation. Some topics receive pioneering academic scrutiny, including Annie Get Your Gun (withdrawn from distribution for almost thirty years), and Goldie Hawn, whose light-heartedness has perhaps deterred the cultural appraisal she merits. Much evidence suggests the makeover narrative to be an effect of patriarchal forces: women are objectified after prescribed notions of femininity; the psychoanalytical element of the study helps explain the role of male desire in the female subject's attempt to achieve a coherent sense of self. However, the fluidity of female identity also suggests possibilities for progressive change; a burgeoning female consciousness is evident in the later films alongside more conservative impulses, showing the different ideological views makeover narratives can mobilise. Finally, makeover films provide a platform for the woman to reposition herself, possibly transforming her personal and social identity, with particular examples relating to class, ethnicity and age.