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No. We mean no. We're done participating in your schemes. We lost our parents and our home in a fire. We're starting to think it wasn't a coincidence. We lost our sister, too. We love you and we'd do anything for love, but we won't do that!
— The women refusing to throw Sunny Baudelaire off Mount Fraught and telling Count Olaf that they quit his troupe, "The Slippery Slope: Part Two"

The White-Faced Women, also known as The Powder-Faced Women, are members of Count Olaf's acting troupe. They assist him in his various schemes to obtain the Baudelaire Fortune.


Early Life

The women as young girls.

In the Incomplete History tie-in book to the TV series, it is hinted that they were conjoined triplets born at Heimlich Hospital, who were later successfully removed.

Like Olaf's other associates, very little is known about the White-Faced Women, other than that they are sisters. Though Lemony Snicket never reveals much about them, it is known that they once had a third sibling who died in a fire that burnt down their home. It is possible that Count Olaf was responsible for this fire, although there is no proof of this.

In Lemony Snicket: The Unauthorized Autobiography, it is mentioned they took part in a play by Al Funcoot (Count Olaf), titled One Last Warning to Those Who Try to Stand in My Way, previously the World Is Quiet Here, as the Defenders of Liberty. It said they had painted their faces a ghastly white color.

The Bad Beginning 

The White Faced Woman in the Marvelous Marriage

The White-Faced Women arrive at Count Olaf's Home and are introduced to the Baudelaires, arriving alongside the Hook-Handed Man, the Bald Man with the Long Nose and the Henchperson of Indeterminate Gender. They await their dinner impatiently as the orphans serve them pasta puttanesca. They also witness Olaf harassing Sunny Baudelaire and striking Klaus Baudelaire when the latter stands up to him.

Later, they help with The Marvelous Marriage by dressing Violet Baudelaire into her wedding gown. They have no elegance and are fairly bitter towards Violet during this process. When the play is interrupted and their plans are exposed, the White-Faced Women escape with Olaf when the lights go out.

The Austere Academy

The White-Faced Women help with the capture of Duncan and Isadora Quagmire. During this time, they are disguised as cafeteria workers and wear metal masks to hide their faces, the masks being declared a safety precaution. While they are fleeing, Klaus pursues them as the Quagmires plead for his aid. With the Quagmires trapped in the care with them, one of the White-Faced Women bites Klaus' hand before shutting the car door and driving away.

The Hostile Hospital

The women disguise themselves as nurses named Dr. Tocuna and Nurse Flo, which combine to create an anagram of Count Olaf. In the initial scheme, they were to perform the cranioectomy on Violet Baudelaire after she is captured, rendered unconscious and disguised as a patient. They were late to fulfill their role in the plan and both Klaus and Sunny used this opportunity to disguise themselves as the nurses. The Hook-Handed Man and the Bald Man both fall for the disguises and begin the operation.

During several attempts to stall the operation, Klaus and Sunny are exposed when Esmé Squalor and the real White-Faced Women enter to declare them imposters. In the ensuing uproar, Klaus and Sunny escape with the sister as they push her gurney through the hospital. The sisters escape from the hospital while it is burned down by Esmé, before Olaf and the rest of the troupe drive away.

The Carnivorous Carnival

On the way out to the Hinterlands, one of the White-Faced Women complained that she needed to use the toilet and asked Olaf to stop. Uncaring that they had just fled from a burning hospital, Olaf regarded that the woman should've gone to the toilet in the hospital.

During Olaf's stay at the Caligari Carnival, one of the women is seen at the House of Freaks, selling cold drinks for guests. Unlike Esmé who complained she could break a nail, the White-Faced Women helped Olaf dig the lion pit and then they took part in the show and the argument which followed, trying to be the one to throw a freak to their death. The argument was unnecessary, however, as Madame Lulu and the Bald Man died instead.

The Slippery Slope

The White-Faced Women confront the Baudelaires towards the end of the book, with Olaf giving the order to throw Sunny off the side of the Mortmain Mountains. The women, having become tired of Olaf's schemes and expressing offense to their instruction, refuse. They confess the loss of their own sibling in a housefire to justify their treachery, and leave down the mountain to never be seen again.

After The Slippery Slope

Lemony Snicket is unsure of what happened to them. He mentions that some say that they still paint their faces white and can be seen singing sad songs in some of the gloomiest music halls in the city. Some say that they live together in the Hinterlands, attempting to grow rhubarb in the dry and barren ground. Others say that they never made it out of the mountains, and that their bones can be found in one of the range's many caves.

In the TV series adaptation, they are shown to at least get a happy ending of a sort, as they become successful members of an acting troupe.

Physical Appearance

The women are always described as wearing white makeup on their faces, and although they think their makeup makes them look freakish, they continue to wear it.[2] It is never explained why their wear white makeup; it may be because they are actors like Count Olaf, a possible fashionable preference, or possibly to hide fire scars.


The women are a pair of cruel and violent criminals, assisting Olaf in his schemes. Like the other members of his troupe, they yearn to become successful actors. The women worship Olaf and are shown to be very competitive with each other in fighting for Olaf's affection. This has also resulted in them being bitter at Violet as Olaf is implied to have some affection towards her.

Considering how Olaf's end goal is the Baudelaire fortune, this implies the women are greedy. The women may have grown up in poverty and suffered a series of unfortunate events like the Baudelaires have, shaping them into vicious adults. They sympathize with Olaf's misfortunes and wish for him to become happy.

They have helped with a lot of Olaf's evil plans, such as his illegal marriage of Violet and capture of the Quagmires. Most disturbingly, they also planned to kill an unconscious Violet by cutting off her head, likely justifying the murder because Violet would not feel pain due to the anesthesia. However, it is possible the reason the sisters delayed in appearing in the Operating Theater was because they did not have the courage yet to kill Violet, as they know what it is like to lose a sibling.

In The Slippery Slope, however, they hesitated and refused to throw Sunny off a mountain. It is unclear why Sunny was their limit and not Violet, although it is implied other factors were responsible, such as no longer finding Olaf's schemes fun, as well as suspecting Olaf killed their sibling. They were also kinder to Sunny and were the only ones to compliment her meals.

In the TV series, the women are implied to be slightly kinder compared to the books. When Klaus is slapped in the books, the women are not phased and laugh it off. In the TV series, however, the room goes silent, indicating the women have different sensitivities.

Behind the Scenes

  • In the movie, they were portrayed by Jennifer Coolidge and Jane Adams.
  • In the video game, they were voiced by Jocelyn Blue and Kari Wahlgren.
  • In the Netflix series, they were portrayed by twin actresses Jacqueline Robbins and Joyce Robbins and were older than the books let on. The TV series had them finishing each other's sentences when they speak. In an interview with the Unfortunate Associates podcast, the Robbins sisters revealed that they brought their natural back-and-forth patter to the role, and were commended by Barry Sonnenfeld for their "verbal gymnastics".[3]


  • It is possible they use talcum powder, also known as baby powder, on their faces, since the Baudelaires use it to whiten their hair to disguise themselves as freaks, after finding it in Count Olaf's car. Later, in The Slippery Slope it is mentioned they powder their faces (oddly enough, in the same book, Lemony Snicket says there are rumors they "paint" their faces, although "painting" with powder is an odd descriptor).
    • Talcum powder/baby powder has since been linked to cancer and is dangerous if inhaled.

One of the women harassing Klaus.

  • There is a deleted scene in the movie where they complain and insult Violet for having the lead role and not them.[1]
  • They are frequent boss fights in the console version of the video game, fought by Violet in all encounters. The first occurs in the parlor of Count Olaf's house.[2] The second is in Stephano's guest room.[3] The third is in Lake Lachrymose's town.[4] In the PC version, however, Klaus has more encounters with them.



  • "No. We mean no. We don't want to participate in your schemes anymore. For a while, it was fun to fight fire with fire, but we've seen enough flames and smoke to last our whole lives. We don't think that it was a coincidence that our home burned to the ground. We lost a sibling in that fire, Olaf."


  • "It's a terrible life in the theater, you know. You never get your big moment... People think, "Oh, I'm gonna be the star of the show!" But then they make you the little tree in the background. Or maybe not even the tree, maybe the dirt that the tree is planted in. I spent the whole day under a brown sheet, and then... they forget about me and turn the lights out... I hate this show!" (to Violet in a deleted scene)
  • "You look ugly in that dress. It looks better on me. I just thought you should know." (the other woman to Violet in a deleted scene)

TV series

  • White-Faced Woman: "Land ho!"
    Other White-Faced Woman: "I told you to stop calling me that!"
  • White-Faced Woman: "Sometimes I drink a whole glass of vinegar if no one's watching."
    Olaf: "Sometimes I wonder about you two."





Netflix series

Concept Art