The Baroness Elsa Scraeder is an affluent widow and Captain von Trapp's original love interest. The Baroness arrives with her chaperone and co conspirator Max Detweiler who is a leecherous opportunist. The Baroness's intent is to marry the captain. Though she hints to Max that it will be difficult since he is no ordinary man. Despite the frequent trips to Vienna to see her he is still grief stricken about his late first wife. In the theatrical version of the film there is more of an intense matrimonial plotting between Max and the Baroness. Though since her screen time is reduced she appears to be more of a sympathetic romantic leading lady then in the stage version. In the film version the characters who sing together are bonded and appear to have more of an intimate relationship then those who don't. While others have been singing the Baroness states that she should have brought along her harmonica. The line is meant to be humorous but only reveals her exclusion from the muscical bond. The Baroness is suspicious of the governess Maria despite the fact that she is returning to the Abbey in September. Despite the fact Maria coaches the children to sing for her and put on a puppet show the Baroness is still jealous. After the success of the puppet show she asks Maria: my dear is there anything you can't do. Maria seems surprised at the question and states she doesn't think she would make a very good nun. To that the Baroness responds: If you have any problems I'll be happy to help you. At a party that the Baroness insists is thrown for her she catches the Captain and Maria dancing. She says: what a lovely couple you two make. To make matters worse Maria is also going to join them for dinner. Maria goes up the stairs to change her clothes and the Baroness follows. This scene is all about assuming an air of friendship though any audience member would not be fooled. In a sophisitcated game of cat and mouse with the intent of humiliation the Baroness tells Maria that: there is nothing more irrestible to man the a woman who's in love with him. The Baroness continues by stating she caught Maria blushing in his arms when they were dancing and by way of the captain's feelings for Maria: he thinks he's in love with you. The Baroness wonders if she is gone too far because Maria seems so flustered. She reassures her that men often get over that kind of thing and to her surprise and delight Maria wants to go back to the Abbey. Upon Maria's departure the Captain announces his engagement to the Baroness. The children accept this news unwillingly but are openly polite about it. While the Baroness intends to send them to a boarding school anyway she is not originally threatened by Maria's sudden return. Maria's return is based on the urging of Mother superior to explore her feelings for the Captain. When learning of the news of the engagement she decides to leave again until other governess can be found. The Baroness was originally impervious to the Captain's reaction over Maria's return though much to her dismay he seems captivated and hypnotized by her presence. The Baroness tests the waters over their pending marriage and sees that the captain is already preparing a speech for a break-up. The Baroness is always ten steps ahead stops him before he barely starts. In a surprising change of events she states that the captain is too independent for her and that she needs someone who needs me desperately. Or at least needs my money desperately. The lines seem comical though it doesn't come across that way in the scene.The Captain is aware of what she's doing and is appreciative since he doesn't have to give the break-up speech. Pertaining to Maria the Baroness states that: out there is a young lady who I think will never be a nun. The captain looks visibly wild with interest over Maria and appears insensitive on camera. The music in this scene is shorter and the stage version had the song playing NOTHING CAN STOP IT during this scene. The Baroness graciously swallows her pride and says to the captain before kissing him on the cheek: auf wiedersehen darling, before exiting. The camera shows her carefully kissing him on the cheek yet he is slowly turning his head aiming for her lips. There is no way the Baroness is going to allow this since they just broke up so she hangs on to his cheek with her lips before her last line and eventual exit. Upon leaving the camera catches the onscreen presence of her smile and the disappearance of it when seeing her profile as she exits. According to the reel classics the actress Eleanor Parker who played the Baroness deserved an Academy Award nomination. Show less «