User reviews

I read another review and thought I would offer what I thought were the good points of this film. The film was a typical period B film of man finds girl when wife doesn't pay attention to him. The music is great and was later used as backdrop for short films. Also, we get to see Sidney Toler(who later became Charlie Chan) playing a Chan-like policeman; J. Carrol Naish, who starred as a gangster in many later films; Mary Astor, a star of "The Maltese Falcon", who showed some of the great facials she did in that film; and of course, and early Ginger Rogers. The dialogue is snappy and the direction more than adequate. Enjoy this one, it certainly isn't the greatest ever made, but it never claimed to be - just a film of the times. I gave it a 7 out of 10 for its overall against similar films.

Within the context of B-dramedies, this is undoubtedly a great movie, but within the overall context of movies as a whole, it falls just short. While it utilizes an "A" cast, led by the superb Warren William, the plot just loses too much steam at the end to really feel like it meets its potential. The build-up in the movie, especially the sharp dialogue that is given to the aforementioned William, makes the movie feel even shorter than its hour-plus running time. It certainly never drags, and the grey characterization given to the various roles even makes the film food for analytical fodder. Unfortunately, the trial and cop-out yacht cruise ending come so fast and non-furious that even the most accepting of viewers will feel at least a bit cheated. Nonetheless, if you ever stumble upon this on TCM and have a little time to spare, it is more than worth your while, and is remarkably non-dated.

As a big railroad tycoon, the imposing Warren William carries the film. Too bad this fine actor is largely unknown today, even to many movie buffs. I expect it's partly because he died relatively young (54) many years ago (1948). Nonetheless, he has the looks, bearing, and talent of an exceptional screen presence, and it's always a treat for me to catch him in a new movie.

The plot here is unexceptional— loyal husband Alex Stream (William), strays with chorus girl (Rogers) because wife (Astor) is preoccupied with high society. Problems arise when shady character (Naish) tries to blackmail Stream. Rogers is winning as the rather good-hearted lower class chorine; at the same time, her scenes with William manage a certain charm, though you know the romance has no chance.

Note the film was released in mid-1934. I expect the Production Code's shadow tamed down this screenplay in comparison with earlier William films, such as Employee's Entrance (1933) or Skyscraper Souls (1932). Those screenplays also have William playing a hard-driving businessman. But unlike here, he's also ruthless in dealings and unscrupulous with women. In short, he's got the kind of unpredictable edge that made those pre-Code films so interesting and so threatening to Depression-era big business.

On the other hand, his character here is basically sympathetic, more victim than victimizer. His business dealings remain peripheral, while the relationship with Rogers is more sweet than calculating or sexually provocative. In short, viewers will recognize familiar conventions from the 30-year Code era. The movie's smoothly done with an outstanding cast that includes a restrained Andy Devine, but is otherwise routine entertainment.

(Some Spoilers) On the verge of closing the biggest railroad merger in US history railroad tycoon Alx Stream, Warren Williams, is on his yacht cruising the open waters when he notices a young girl in distress. Saving the girl from drowning Alex offers her a lift back home in the city and during a chit chat with her finds out that she's Lilly Linda, Ginger Rogers, a showgirl at a local burlesque theater.

Alex has been happily married to his socialite wife Hettie, Mary Astor, but he's been going through a change of life lately. Now running into Lilly he feels that she's just what he needs to put him back on track. Showering Lilly with gifts and sending her very personal letters and photos has the working girl falling in love with the multi-millionaire rail-man. Alex keeps the relationship between him and Lilly platonic treating Lilly more like a friend then a lover which is more then fine with her; since she realizes that he really has genuine affection for her and is not interested in having her go to bed with him.

Back at the theater Lilly's manager Lou Colima, J. Carrol Naish, notices that Lilly is in loved with the big railroad magnet Alex Stream and his scheming mind come up with a plan to blackmail him. What he needs of the affair is proof and the letters and photos that Alex sent Lilly over time are the perfect blackmail items but Colima has only one problem: will Lilly go along with his plan.

Fair motion picture about greed as well as cheating on one's spouse. As well as a person who's noble intentions are used to destroy his character and extort his money that leads to a double murder that he ends up being framed for.

Both Mary Astor and Ginger Rogers are at their best, Mary at her stateliest and Ginger at her most glamorous, in this very earlier movie in their film careers. Look out for a very slim Andy Divine as Alex's chauffeur Oscar and future movie Charlie Chan actor Sidney Toler as officer Moron, an Irish/Chinese New York City Cop in the 1930's. There's also Dickie Moore who was a member of the Little Rascules as Alex's young 8 year-old son Tommy. J. Carrol Naish as the Burlesque theater manager is as usual the bad guy in the movie but he isn't too bright either. Colima lets Alex know what he planing for him and Lilly and even tells him that he not only knows about the incriminating letters that he sent Lilly but that he also has them on his person.

The movie has Alex on the brink of ruin as he stands trail for murder and his railroad empire left in shamble but in the end his good deeds more then made up from his momentarily loss of control as well as his very innocent but foolish indiscretion that he had with Lilly.

You are gently lulled into a simple, light hearted story but about half way through you find your your emotions are turned upside down as you're engrossed in something much darker with an unnerving tension to keep you on the edge of your seat.

What's refreshing, when compared with some lesser movies from this time is how well the characters have been written. Apart from Mary Astor who plays the wife with the coldness of alabaster needed to make the story work, the rest have a depth and complexity which makes them fascinating.

Warren William's multi-millionaire is a real person and like everyone has his faults but is essentially likeable. When he makes a wrong call, you get annoyed with him - that's the strength of good writing - you feel we know a character well enough not just to sympathise with them but to be angry with them because we don't want them to do.

The story constantly switches the way it asks you whether what William's character does is perfectly acceptable or morally wrong. You will know with certainty that of course it's fine and then moments later you will be thinking: no, how could you! It's a clever story, cleverly directed.

Ginger Rogers also plays a wonderfully complex character. She seems to be absolutely lovely but you just don't know. She has an enormously attractive natural and infectious enthusiasm for life, just by watching her you will find yourself smiling inexplicably. You want so much for her to be as lovely as she seems but even though you get to see her from a couple of different perspectives, you are still never quite sure. A very well written and well-acted character.

Warren William, Mary Astor, Ginger Rogers, and Sidney Toler star in "Upperworld," a 1934 film. William plays a railroad tycoon, Alexander Stream, whose beautiful wife (Astor) is too busy being a social butterfly to spend time with him. He drifts into a relationship with a chorus girl (Ginger Rogers) whose producer wants her to milk Stream for all she can get. She's actually a good kid and doesn't want to do that. Sidney Toler plays a policeman who's demoted after being rude to Stream, and he attempts to blackmail him when tragedy strikes.

I'm a big fan of Warren William, and he's marvelous. He's not the fun-loving, relaxed detective of later films, nor the scoundrel of earlier ones. He plays basically a good man who's lonely. Also, he has a son (Dickie Moore) who, though no one calls him a brat, is a horror show.

Nice ending. Nothing original about the story, but the acting is good.

The Upperworld of railroad tycoon Warren William almost crashes into a show girl rather abruptly with his speeding power boat nearly running down a swimming Ginger Rogers.

Now more than likely she would have picked herself up, dusted herself off and started all over again as she did in a song she sung in a later film normally. But Warren William's marriage to Mary Astor is running into some rough seas itself. She's too busy being a socialite to have time for her husband and son, little Dickie Moore. Consequently William is ripe for a relationship with Rogers. One that her sleazy boyfriend J. Carrol Naish is ready to take advantage of.

One of the things I found fascinating with Upperworld is the rather rigid roles for the sexes that are defined. William is king of his castle and the wife is their for him. Astor is condemned for wanting something more than being the dutiful wife and mother, a career of her own is not even mentioned as a possibility. She's condemned for being social butterfly and later is properly repentant when tragedy strikes.

As for Rogers even though she gets into this quite by accident, she's still a homewrecker and a person in a not quite respectable profession of showgirl.

Upperworld is a story of tragedy and scandal and the leads are given a good group of supporting players fitting comfortably into roles they've all played before. Please make note of Andy Devine as the chauffeur and Robert Grieg as the butler to William and Astor. Both serve as confidantes at various times of the film to William. Also note Sidney Toler as the beat cop and righteous voice of working class America determined to bring Warren William down. His deductions are worthy of Charlie Chan.

This view of the mores of high society is what we get from Upperworld, a most typical product of the working class studio that was Warner Brothers back in the day.

I assume this is a first-half of 1934 release (and, thus, technically a "pre-Code") as there is no Production Code certificate # displayed on the beginning credits. For a pre-Code, however, it is extremely tame and toothless. With Warren William and Ginger Rogers, this movie could've really been fun if only it had been a little more racy.

In brief, Warren William plays Alex Stream, a railroad magnate very much in love with his wife Heddy (Mary Astor) who is more interested in her social parties and dinners than in spending time alone with her husband. This leads Alex to start spending time with Lily Linda (Ginger Rogers), a burlesque dancer whom he happened to meet by chance when he was out in his boat and she was swimming in the river in distress.

Lily is the burlesque dancer with a heart of gold -- she has no interest whatsoever in squeezing the big bucks out of her rich new sugar daddy. Lily's boyfriend cum manager, Lou, has other ideas and steals Alex's love letters to Lily in an attempt to blackmail Alex. Before Lou can leave Lily's apartment with the letters, however, Alex comes in, there is a confrontation, Lou ends up shooting Lily, Alex ends up shooting Lou.

From there, the movie becomes a cat and mouse game with a policeman whom Alex recently had demoted doggedly determined to prove that Alex is the second murderer (the police found Lou's prints on one gun and an unknown person's (Alex's) prints on the second gun).

I expected more from a W.William/G.Rogers pre-code vehicle. For instance, when Alex has kept his secretary and chauffeur waiting on the street for more than an hour while he's been in Lily's apartment, the secretary finally goes upstairs to fetch Alex. What does the secretary see when he opens the apartment door? Warren William dressed in a feather hat and pig snout singing "Who's Afraid of the Big Bad Wolf" while Ginger Rogers plays the tune on the piano. It doesn't get much more wholesome than that, folks. This should've been my clue to turn the danged movie off!

A couple of funny flubs - one big, one minor. Marcus the secretary is waiting in front of Lily's apartment for Alex. He announces it's 2:30, and Alex has a 1:00 meeting. Then up in the apartment Lily cooks a brunch for Alex, they eat it, clear the table, and start singing. Cut back to Marcus and he announces it's 2:45. How did Alex and Lily have time to cook a meal and eat it within a span of 15 minutes? Then, after fetching Alex and dragging him back to the car, the gang gets stopped by a policeman who gives the chauffeur a ticket. Finally, they are on their way again and make their way to the skyscraper "Alexander Stream" building. The camera pans to an upper floor, indicating this is where Alex is. We then see Alex walking past numerous employees who greet him. In the background there is a clock, which reads 2:45! How can it be 2:45 NOW when it was 2:45 back before Marcus ever went upstairs to Lily's apartment to fetch Alex. Then they drove, got stopped by a cop, given a ticket, drove further to the office building, rode the elevator to an upper floor, and it is STILL 2:45!

The tiny flub is Ginger Rogers's character's name is spelled "Lily" in the film -- on the marquee outside the theater where she's performing and in the newspaper headline after she's been killed. However, in the opening credits her name is spelled "Lilly".

I'm guessing the continuity person at Warners wasn't very good at their job. However, that's the least of this tame, tame film's problems.

I wouldn't waste my time with this if I were you. Unless you're a big G.Rogers fan and want to catch an early flick of hers. This one's not even worth it for Warren Williams's fans.

Good supporting roles by Andy Devine as Oscar the chauffeur, Ferdinand Gottschalk as Marcus the secretary, and Robert Greig as Caldwell the butler.

Upperworld (1934)

*** (out of 4)

Above average crime drama from Warner with direction by Roy Del Ruth. A ruthless businessman (Warren William) is getting bored with his wife (Mary Astor) who's only interested in climbing the social ladder so he starts a fling with a showgirl (Ginger Rogers) but this turns out to be a mistake when her manager (J. Carrol Naish) tries to blackmail him, which leads to a double murder. There's a lot to recommend here but the key thing is the performances from the fine cast, which shines throughout the film. William is his typical cool self and Astor is in good form in the few scenes that she's in. The real highlight is Rogers who gets to play a lot of sexuality in this Pre-Code and that includes one scene where she's in a short bathing suit and trips over a bed so that her behind can be facing the camera. Dickie Moore is also good as William's son and Naish nearly steals the film as the ruthless wannabe gangster. Sidney Toler, the future Charlie Chan, plays the cop out to break William. Andy Devine rounds out the cast. The story has a few plot holes along the way and the ending is a letdown but this is still highly entertaining.

You'll think, when you start this movie, that it's a silly Ginger Rogers comedy. It does start out that way, but before long, it turns into a pretty heavy drama with twists and turns that will shock you. For a pre-Fred Ginger, and the star who no doubt hated Melvyn Douglas's success, Warren William, check out this romantic drama, Upper World.

Warren is a famous millionaire with a beautiful house, beautiful wife Mary Astor, and adorable and playful son Dickie Moore. He's completely satisfied, except for the small disagreement that Mary likes hosting high-society parties and he doesn't. Then, a random occurrence on his yacht connects him with burlesque dancer Ginger Rogers. He rescues her from drowning, then accompanies her back to her apartment, then stays and cooks breakfast with her. Before long, he's buying her twelve thousand dollar diamond bracelets and sitting in the front row during her very risqué dance numbers. Ginger's boyfriend, J. Carrol Naish, finds out about the affair and hopes to blackmail Warren, but his plans go awry.

This isn't the most dramatic movie out there, and it probably won't be your favorite, but it's worth watching if it appeals to you. There are so many movies from the 1930s that have been forgotten about, and many of them are quite good.

Funny seeing other reviewers complain about what this movie is not. Not that they are wrong; if you want a big emotional dramatic finish, you're better off with Gone With The Wind or Casablanca or a dozen other movies which do just that.

This could have been one of those movies, but it isn't; Upperworld is a gentler film. Watching this after, oh, Skyscraper Souls, immediately shows the difference: our central tycoon is not a man of steel and grit but a mere human being, trapped by his own success. He's a devoted husband and father to the extent his life allows; his wife is equally devoted -- and divided.

This trap is of course also a world of privilege, and Upperworld is interesting for highlighting the effect this has on others -- in this case, the policeman who makes the mistake of treating our wealthy protagonist as subject to the same laws as everyone else. Most movies would have this as central plot; an open/shut issue to either satisfy or outrage the viewer.

His driver tells us straight up that the best place to find a girl is not on stage but in a library. But his life doesn't involve libraries; chance encounter brings him a showgirl instead. Their subsequent friendship isn't based on extramarital desire but simply companionship. But (as we soon see) even that he cannot pursue without consequences.

So we have what starts out almost as romantic comedy. Made in 1934 but written years earlier, the Depression hardly registers. By the time Warren William and Ginger Rogers are singing by the piano, it feels almost like a deliberate effort to take us away from the man-at-the-top characters he was portraying in 1933.

By the middle, we've moved into more of a crime-story vein, as J Carroll Naish's character becomes more involved. What seemed like comedy becomes closer to tragedy.

While we are accustomed to seeing the last act of such a drama wrought with more flash and sizzle, legal procedure is actually more humdrum than movies usually make out; the gentle tension here is nicely carried in the slow-but-sure pacing, and Warren William's measured performance.

As I said at the top, plenty of movies have more explosive finishes. But Upperworld isn't so much about dramatic finish as showing that difficulties and disappointments exist even for the apparently successful -- trapped by their own success.

Railroad tycoon Alexander Stream (Warren William) has his wife Hettie Stream (Mary Astor) and young son Tommy. Both father and son are tired of mommy's society parties and her social climbing. The husband is on his yacht when he rescues drowning showgirl beauty Lilly Linda (Ginger Rogers).

This is a pre-Code drama. I'm not exactly thrilled with Alexander. He is the old powerful businessman who flirts with the much younger girl. It's not exactly new or appealing. It's also not the worst thing in the world. I've always had problems with these unavailable men building a trap of their own making. At least, he seems to be a good father. The drama is a slow build. Ginger Rogers is the standout. It's not my favorite type of stories, but this is done well.

There's trouble in Paradise for Warren William. True, he's the CEO of a major railroad, plotting a consolidation of all the roads int he country. He's got a huge place, an adorable son in Dickie Moore, but he and wife Mary Astor have grown distant. He's still obviously in love with her, but she's distracted by society. So when burlesque star Ginger Rogers almost drowns in his pond -- or maybe it's a lake, or even an ocean -- he drives her back to her apartment and becomes distracted. Then her boyfriend/manager, J. Carroll Naish sees this as a chance to blackmail him. Miss Rogers objects, and there's a shootout in her apartment just as the merger is about to go through, and Naish winds up dead. William changes the setting so it looks like Naish shot Miss Rogers and then committed suicide, and leaves. But beat cop Sidney Toler spots William's car and his registration outside the building.

It's still early in the year, so the Production Code still hasn't fully taken hold, but there are indications of it here. For a Warner Brothers movie of the period, it's very sympathetic to William, who seems bored and lonely in the midst of magnificence. Mostly it's a well-done story of circumstances directed by Roy Del Ruth, one of Warners' workhorse directors of the period. With Andy Devine, Felix Gottschalk, and Robert Greig as -- surprise! -- the butler.

I'm probably over rating this code straddling film by at least a point because I'm a big Warren William fan and an even bigger Ginger Rogers one. I say code straddling because the movie has the look of something that got in just under the censor's barbed wire, with stuff that is obviously pre code, like a general dearth of twin beds and more of Ginger's nubile bod than you'd normally see, mixed in with post code crap like the adulteress (but not the adulterer) having to get bumped off so that the hubby and wife and obnoxiously cute kid could live happily, and boringly, ever after. Give it a C plus.

... in a love triangle that doesn't have much love in it. Railroad tycoon (Warren William) is unhappily married and is neglected by his social climbing wife (Mary Astor). He finds some happiness in a dalliance with a chorus girl (Ginger Rogers), which the plot assures us it is platonic in nature. The overall timbre of the screenplay is a gentle, good-natured feeling, with geniality in good supply all around.

Midway through, the story takes a serious, melodramatic tone as the tycoon tries to extricate himself from blackmail and a double murder, exacerbated by the chorine's boyfriend (J.Carroll Naish). The movie is more interesting and absorbing than you would imagine, and worth every bit of my rating. At only 73 minutes it is well worth your time.