Indiana University-Purdue University Indianapolis (IUPUI) / In this thesis, feminist semiotic narrative methodology is applied to James Toback’s films Love & Money, Exposed, Tyson, and Seduced and Abandoned, in order to illuminate his construction of womanhood and women’s sexuality. In each film, Toback served as writer, director, and producer, giving him total creative and business control. Due to this lack of outside oversight, these four specific films are most likely to directly reflect Toback’s perspective as a filmmaker. This study employs narrative-based semiotic criticism, expanding the work of Walter Fisher and Teresa de Lauretis, to identify how Toback’s creation of world, gaze, object/subject, and desire, construct womanhood and women’s sexuality. Toback’s creation of illusory worlds emphasizes that while superficial beauty qualifies a woman as a sexual commodity for men, sex will ultimately be women’s downfall.