Upperworld Warren William Upperworld Mary Astor Upperworld Ginger Rogers
Alexander Stream …
Warren William
Hettie Stream …
Mary Astor
Lilly Linda …
Ginger Rogers
Upperworld Andy Devine Upperworld Cast 5 Upperworld Sidney Toler
Oscar …
Andy Devine
Lou …
J. Carrol Naish
Moran …
Sidney Toler

Upperworld: Taking It From the Top

I’ve watched a number of movies from 1934 now, but it still surprises me how completely schizoid many of them are. A few months ago I talked about Search for Beauty, a film that painfully embodied both the sleazier aspects of the Pre-Code era as well as the holier-than-though moral attitude that came to define the films in the last half of the decade.

Upperworld manages much of the same feat, but whereas Search for Beauty blended the two elements into one frightening cocktail of madness, Upperworld is a different breed: one half pure Pre-Code immorality and salaciousness, one half prim and proper.

In fact, the disparity is so jarring that it wouldn’t surprise me if enforcement of the Production Code simply happened halfway through its running time.

Upperworld Warren William

“…. Lllllllladies?”

Well noted scoundrel of the Pre-Code era Warren William stars as locomotive tycoon Alexander Stream. He sleeps in late, stays up late, and still manages to make deals that changes the course of nations. He feels a little left out by his wife, Hattie, and her burgeoning social life, but he’s still got a darling son and an obscene amount of money to play with.

This goes in the crapper once he meets Lilly, a beautiful chorus girl who swam out too far from shore. He rescues her, and soon the seduction is on. He visits a burlesque to watch her perform, and then flies her around in his airplane– a pretty impressive trip for the early 1930’s.

Unfortunately, she has a scummy manager named Lou who wants to force Lilly into blackmailing Stream for all he’s worth. Lilly resists, and when he’s confronted by Stream, he shoots Lilly and Stream shoots him.

The title, Upperworld, is a play on the common idea of the ‘underworld’. It sounds goofy, but you quickly see how it plays into the film at large. While the crime film output of the 1930’s focused on the gangsters and the thugs, as we all know, the people with all of the money make the rules.

Why, if you weren't just the loveliest little captain I ever saw.

Why, if you weren’t just the loveliest little captain I ever saw.

Up until Stream pulls the trigger is the first half of the picture, which plays with a lot of ideas of the rich and lazy and a number of interesting nods towards looking at how libertarianism defines Stream’s lackadaisical moral code. His boat’s captain rallies against public beaches, Stream complains about taxes, and he even has a police officer fired for daring to pull him over, etc. While he’s a butterball whenever Lilly shows up, one can’t shake the impression that there’s something nastier that’s going to emerge.

There’s even one boisterous scene where Warren William dons the disguise of the Big Bad Wolf and sings along to Lilly’s excited piano playing. “Here he is,” the movie says. “One sadistic immoral bastard!”

I mean, even the pigs are standing there. This is like symbolism central and no one does anything with it!

I mean, even the pigs are standing there. This is like symbolism central and no one does anything with it!

Then the gunfight. And then we’re in a different film. Nothing set up in the first half pays off, and, in fact, rarely does it make sense.

Spoilers begin.

Immediately after the murder, the film switches gears and becomes about the cop that Stream had fired trying to pin the murder on him. Stream bungles things almost immediately, switching ammunition between guns and trying to make it look like an inexplicable murder suicide. The cop has his number, and even has proof that Stream is covering it up.

Alex Stream is arrested. He turns to his wife, who had recently repledged her love to him… and Alex squarely puts all of the blame on her.

Suddenly, the film is no longer about how childish Alex is. It’s not about him carrying the affair on behind his wife’s back, or the man he killed. He puts the blame for all of his actions at Hattie’s feet because she was too busy to have time for him, and, outrageously, the movie seems to go along with it.

Upperworld5 Mary Astor Warren William

“You miserable overdressed wretch, you did this to me!”

This is an extremely Code enforced sensibility muscling into the film. The brief early 1930’s era of liberated women was quickly coming to a close, and the films shift from blaming Stream’s uncomplicated and unsavory personality to Hattie’s desire for fun comes across as reductionist. Especially since Hattie had suffered no moral lapses in the course of the picture!

Worse, the film’s premise about corruption and power is also quickly jettisoned. Police Officer Moran’s investigation is clearly based on getting revenge on Stream for getting him demoted and essentially ruining his life, but since the point of his revenge is to prove the man guilty of murder which the audience knows Stream did commit, it becomes simply aggravating when the film ends with the officer in a jail cell and Stream contently going on his way as if nothing had happened.

Even worse yet, the film’s themes of power and corruption going hand in hand absolutely dispels by this point, so when Moran’s commanding officer accidentally destroys the evidence needed to prove Stream’s coverup, it’s not the film furthering the themes of collusion, but lacks any overt indication one way or another.

"This guy is a murderer! And an adulterer! And I'm still the bad guy!"

“This guy is a murderer! And an adulterer! And I’m still the bad guy!”

“You’re as much of a child as Tommy is!” Stream is told in the film. What Upperworld ends up being about is neither a bully getting his comeuppance nor an adolescent growing up. It’s a kid getting smacked on the hands for stealing a cookie, him claiming he never wanted the cookie in the first place, and everyone praising him for it.

Spoilers end.

Even if Upperworld is schizophrenic, there is some enjoyment to be had. Ginger Rogers, in one of her earliest roles, is fun as the carefree but loving Lilly. She never comes across as cheap or disingenuous, and her enthusiasm is infectious. Warren William also manages the best he can, and could certainly play a cad with a heart of gold in his sleep by this point.

The other actors are game too, with Andy Devine as the inept chauffeur getting a couple of fun moments. He becomes Stream’s confidant, and explains his theory of picking up women at libraries; there they read too many romance novels and it goes to their head.

They're like Sexy Goofus and Unsexy Gallant.

They’re like Sexy Goofus and Unsexy Gallant.

Again, all of that being said, the movie is just a mess. If the movie were a joke, the first half would encompass, “Guess what?” and the second half would proudly announce, “Chicken butt.” That’s what you get from Upperworld.

Mary Astor: Most Certainly in This Film

I picked this movie to discuss for the Mary Astor Blog-A-Thon hosted by R.A. at Silver Screenings and Dorian at Tales for the Easily Distracted. Astor is second listed in the cast, and even gets a number of fun outfits

And that’s about all I’ve got for her. She plays the dutiful but frivolous wife, and does about the best that can be done with such an undercooked part. She’s sweet when she wants to be but mostly just an obstacle and hindrance here, shocking considering she preoccupies so little of the movie’s attentions. She probably has less than ten minutes of screen time in the 73 minute film, with Ginger Rogers and her bubbly enthusiasm running away with the film’s best parts.

"Howdy, ya'll!" -- Not something she says.

“Howdy, ya’ll!” — Not something she says.

I’ve seen Astor in other parts– Red Dust and Other Men’s Women come immediately to mind– and she’s always a reliable presence, someone who embodies grace and generosity in her roles.

When Upperworld was made, her personal life was preparing for a turbulent change of course. She was a year away from being sued for divorce by her second husband, whom she had met when he had been the therapist attending her after the death of her first husband. This would result in a huge scandal as many of her affairs would be publicly revealed, but the publicity also helped promote her next picture (and one of her best remembered), Dodsworth.

Dodsworth is also worth mentioning here as it follows the same plot outline as Upperworld, though in that case Astor is playing the woman who makes the rich man sit up and appreciate life. If you want a studied measure in contrasts between intelligent and sloppy film making, it may be worth to put the these two films together.

The most impressive scene is when Astor's character operates her son like a ventriloquist's dummy. "Say hello to the nice people!"

The most impressive scene is when Astor’s character operates her son like a ventriloquist’s dummy. “Say hello to the nice lawyers, son!” “Hello nice lawyers!”

Proof That It’s Pre-Code

  • A very blatant extramarital affair is at the center of the story.
  • The murders in the film aren’t gory or horrific, though showing how Stream tried to get away with it would be a no-no later on.
  • Skeezy Lou smacks Lilly around when she pulls a gun on him. From my readings, Ginger Rogers fans don’t seem to like this very much.
  • Lastly, the Burlesque show is really… burlesque-y. Here they are rocking out to “Shake Your Powder Puff”:
Helloooo Ginger

Helloooo Ginger


Here are some extra screenshots I took. Click on any picture to enlarge!

Upperworld Ginger Rogers Upperworld9 Upperworld10 Upperworld12 Ginger Rogers Warren William Upperworld13 Upperworld14 Upperworld15 Upperworld17 Upperworld18 Upperworld23

Trivia & Links

  • As noted above, this post is a part of the Mary Astor Blog-A-Thon, which probably has many much more distinctive entries about Astor herself available.
  • (run by some joker named Cliff Aliperti) goes into the details on this one, but even he admits that Rogers waltzes off with the show.
  • TCM, in fact, bases their entire essay on the film on Rogers and how she was on the cusp of stardom with this role.
Upperworld Ginger Rogers

Yes, this film contains scenes of clothes simply falling off Ginger Rogers. … Hello? Hey, where’d everyone go?

  • Andrew Wickliffe at The Stop Button gets right down to the brass tacks and hammers this one good. He, too, likes the William and Devine chemistry, but also agrees with Cliff that the film feels split in two.
  • Glenn Erickson over at DVD Savant smells a mystery in the air and tries to figure out just why the film has such a schizophrenic ending. He points out that IMDB lists several parts that were cut, and theorizes about different ways the plot could have gone in. It’s entertaining and interesting, even if it’s a long shot.
Look, it's jury foreman Roger Ebert! "I hated, hated, hated, hated this trial," he notes.

Look, it’s jury foreman Roger Ebert! “I hated, hated, hated, hated this trial,” he notes.

  • Mondo 70 calls the film William’s last great Pre-Code role, and is one of the few people to agree with me on Officer Moran’s character arc and Toler’s performance. See, I’m not completely nuts. Usually.
  • The Warren William page on Facebook (which I know I follow) pointed out a cute in-joke: during Stream’s drive around the city early in the film, he passes a  billboard for the 1933 comedy Goodbye Again— which Warren William also starred in.

Awards, Accolades & Availability


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Danny is a writer who lives with his lovely wife, adorable children, and geriatric yet yappy dog. He blogs at, a website dedicated to Hollywood films from 1930 to 1934, and can be found on Twitter @PreCodeDotCom.


Judy · May 10, 2013 at 1:57 am

Sounds very interesting, with its two jarring halves and great cast, and I’m intrigued by your comparison with ‘Dodsworth’, though this film clearly doesn’t live up to Wyler’s. Don’t know how likely I am to get a chance to see ‘Upperworld’, but here’s hoping.

    Danny · May 11, 2013 at 11:20 am

    I know you’re in Britain, so it’s probably tough to get a hold of. I would say you’re not missing much, other than an interesting comparison piece to Dodsworth and the end of Warren Williams’ pre-code reign.

silverscreenings · May 10, 2013 at 4:28 am

Terrific review! When I arrived at your post just now, I saw all your tags and thought, “Wowee – this is gonna be some movie!” Even though you’ve noted its unevenness, you’ve sold us on it.

Mary Astor seems to have a most unusual wardrobe, judging by your fab photo captions.

Thanks for participating in our blogathon. 🙂

    Danny · May 11, 2013 at 11:20 am

    The more categories, the more interesting I always think. 🙂

    And thank you for letting me join! I’m sorry my Mary Astor movie featured extremely little Mary Astor. I was surprised myself.

      silverscreenings · May 12, 2013 at 6:14 am

      That is not a problem. Mary Astor was never given the kinds of roles that Bette Davis or Barbara Stanwyck got, which is a real shame. The blogathon would not have been complete without your review of “Underworld”, and I’m looking forward to seeing it.

        Danny · May 12, 2013 at 3:02 pm

        In that case, I hope you like it. 🙂

Cliff Aliperti · May 10, 2013 at 5:35 am

Fun Ginger Rogers movie.

Okay Warren William movie.

Mary who?

    Danny · May 11, 2013 at 11:21 am

    Should have ended with Ginger jumping out of her grave and fixing everything up.

Patricia Nolan-Hall (@CaftanWoman) · May 10, 2013 at 10:04 am

They had all the ingredients to put something decent together, but it’s a mess. Ginger is great.

    Danny · May 11, 2013 at 11:22 am

    Right? It’s cool to see how much spark Ginger had before it slowly got whittled into something a lot more steady, and she shines here.

doriantb · May 11, 2013 at 12:54 pm

Danny, UPPERWORLD is a schizophrenic mess, but certainly wack-a-doodle enough to keep me eager to see what could possibly be coming next! How did our gal Mary Astor get roped into this one? Between that and the tragic lost of her first husband, no wonder she needed a therapist! Still, you’ve provided lots of intriguing stars and imagery, like that crazy screen-grab of Warren William apparently trying to disguise himself as a giant crow! 🙂 I love your witty captions, especially “They’re like Sexy Goofus and Unsexy Gallant.” UPPERWORLD is a hot mess, but at least it’s kind of a fun hot mess. Thanks for joining us at our Mary Astor Blogathon!

    Danny · May 11, 2013 at 6:21 pm

    Thanks for having me! And I have no idea how Astor got roped in; I can only imagine her part was either more substantial or more sensical!

lassothemovies · May 11, 2013 at 2:31 pm

This sure does look like one I MUST see. I do love the pre-code films and Mary Astor looks great in this role. Thanks for the dazzling pictures and wonderful write up.

    Danny · May 11, 2013 at 4:42 pm

    Thanks! Rogers is the best part, it may be for the best just to imagine a better ending though.

Movies, Silently · May 11, 2013 at 6:17 pm

Thanks for the dandy review, as always. I love the fact that you call out the film for its morals being out of whack: The man strays and kills but it is his wife who is at fault, cuz she’s just so mean and doesn’t pay attention to him and all.

The weird half-code, half-pre-code aspect sounds like it is the core of the film’s problem and I’m so glad you brought it out front and center. I think I may have to check this one out just to see it for myself.

    Danny · May 11, 2013 at 6:50 pm

    It’s a very ungainly beast. One of the links I mentioned has an elaborate theory of the direction the movie seemed to be going in and how the code may have made the ending a reality; it’s worth a read.

    I really wish this had been better. Luckily I’m hitting a few other Warren William films this month which I’ve heard have the same premise but actually go to the logical conclusion. I’m looking forward to those!

Classicfilmboy · May 12, 2013 at 10:09 am

Haven’t seen this one but your description of this mess actually sounds intriguing. I’ll have to look for it.

    Danny · May 12, 2013 at 3:03 pm

    It’s very schizo. I watched it with a friend and we both just looked at each other very confused afterward.

Page · May 12, 2013 at 10:37 am

What a fun review and full of great info on the film, the stars.
I haven’t seen it either and I was surprised that Astor was in all of these films with Warren. I wasn’t familiar with him until I started reading Cliff’s blog on him then asking Cliff a million questions about him, and which films to watch first. Since then, I’ve tried to catch all of his films when they air on TCM so hopefully this one will be shown.

Ginger in her early role. She was a chubby cheeked cutie then wasn’t she?
Loved the screen grabs of the very risqué costumes. that black lace and those sequined, barely there shorts were amazing. : )

Will Hays and others had to go and ruin all of the fun with their codes and good Christian values. ha ha


    Danny · May 12, 2013 at 3:04 pm

    Cliff’s blog is great, right? And Ginger is great here; I feel like this is before the Ginger Rogers persona emerged, so you’re seeing something a lot more innocent and sweet than what you’ll get later.

    Hope you enjoy the movie if you see it– that’d definitely be a step beyond me. 🙂

Dave Campbell · April 5, 2020 at 9:47 pm

One thing to say about this 73 minute Warners film is that it may be schizophrenic, and Sidney Toler, pre-Charlie Chan is already looking for clues after being demoted, and one puts up with Dickie Moore and his train because he is insufferably cute–the thing to mention is that despite its drawbacks, it is never dull; there are many incidental pleasures–such as Ginger’s Burlesque Act and J. Carrol Naish in one of his hundred or so personas!

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