She starred in On Dangerous Ground in 1951, and may have taken on some of the directing tasks of the film while director Nicholas Ray was ill.
Lupino stepped in to finish the film, but did not take directorial credit out of respect for Clifton.
As a result, her parts improved during the 1940s, and she jokingly referred to herself as "the poor man's Bette Davis", taking the roles that Davis refused.
Mark Hellinger, associate producer at Warner Bros., was impressed by Lupino's performance in The Light That Failed, and hired her for the femme-fatale role in the Raoul Walsh-directed They Drive by Night (1940), opposite stars George Raft, Ann Sheridan and Humphrey Bogart.
Lupino claimed the talent scouts saw her play only the sweet girl in the film and not the part of the prostitute, so she was asked to try out for the lead role in Alice in Wonderland (1933).