Warren William stars in Upperworld (1934) but Ginger Rogers steals the show

It’s not her fault, blame likely falls to director Roy Del Ruth, but we needed more from Mary Astor in Upperworld. As it stands I don’t care if her Hettie Stream is guilty of withholding affection from railroad magnate husband, Alex; Ginger Rogers is just too irresistible as showgirl Lily Linda for Hettie to hold his, or our, interest. More Astor one or the other, and I don’t care if that missing more made me either sympathize with her or despise her, would have tied uneven but enjoyable Upperworld together much more.

Mary Astor and Warren William

As if it weren’t enough for Lily to offer Alex a young and carefree alternative to stuffy society dinners, Ginger Rogers gets to blow the rest of the cast off the screen through her sexy and fun performance on stage in something called Manhattan Scandals that we get to attend with Alex and his chauffeur Oscar (Andy Devine).

Ginger Rogers up on stage ... watch out for that powder puff!

Note: This post is one I hadn’t planned so soon, but because Jenny The Nipper of CinemaOCD had asked me to be a guest on her new podcast talking primarily about Upperworld I figured I may as well write my review post at the same time. The podcast can be found here–unfortunately Jenny’s phone line is a little haywire, but I caught most of her keywords and think I managed to make most of my replies relevant to the conversation she intended. My apologies for the overall quality (and my incessant chuckling, I’ve got to knock that off!), but if you wanted to hear a couple of bloggers talking Warren William, this is likely the only WW-centric podcast to be found on the net!

Too late, Andy Devine and Warren William fall victim to Ginger

But despite material right up Ginger’s alley, all punctuated with a powder puff, she can’t claim ownership of the most interesting vocal performance in Upperworld, no, that honor goes to Warren William’s Alexander Stream as he sheds his stuffy exterior and dons a long prop nose and big black hat to enthusiastically sing “Who’s Afraid of the Big Bad Wolf” alongside Rogers. This scene is perhaps more fun than any other other clip in Warren William’s career.

Who's Afraid of the Big Bad Wolf?

And even if you leave Upperworld with the valid opinion that it’s a Ginger Rogers picture that is no indictment of Warren William’s turn as the lead. Worth approximately 50 million dollars William’s Alexander Stream is a complicated character who has all material things but suffers loneliness because his wife enjoys the high life too much to bother with him anymore. Unlike William’s other ruthless businessmen of the pre-Code period we’re not privy to many of his business dealings in Upperworld, all we really know is that he’s the top man in a looming railroad merger, but we do get to witness Stream wield his power most ruthlessly against the traffic cop Moran (Sidney Toler) who dares to write him a ticket. When Moran first confronts Steam, Alex tries to buy the officer off with the power of his identity and a good cigar. When this fails he turns vicious, instructing his assistant Marcus (Ferdinand Gottschalk) to take down the officer’s ID number and swiftly engineering Moran’s transfer and demotion to a patrolman’s beat.

Have a cigar, Officer

This privileged Alex Stream is the Stream of the public. In private Stream has no greater joy than his son Tommy (Dickie Moore), who idolizes his father and emulates him by preoccupying himself with his favorite toy, a train set, throughout Upperworld. Stream is cordial to wife Hettie, but uninterested in her social dalliances and despondent when she vacations with society friends. For a good deal of Upperworld their marital relationship is not unlike that of Sam and Fran Dodsworth, ironically a film in which Mary Astor plays the part of the woman who provides release for Sam Dodsworth (Walter Huston) from his damaging devotion to his wife. Here Astor’s own lack of interest drives her husband to the arms of the young showgirl who otherwise would have only been a chance acquaintance of Alex’s.

But Upperworld is no romantic melodrama, always keeping it’s pace and playing rather light for the first 35-40 minutes or so, at least when it comes to the scenes between William and Ginger Rogers. In her autobiography Rogers wrote of Upperworld that “I knew very little about the star, Warren William, but I found him a very cordial man” before going on to mention that she regretted not having a scene with Mary Astor. Entire mention of the film filled perhaps half a paragraph, two or three sentences at most. Rogers also shared a quick scene with William in Gold Diggers of 1933 when her Fay Fortune encounters William, Guy Kibbee, Aline MacMahon, and Joan Blondell at a club, but Fay is quickly kicked off the scene by MacMahon’s barbs. Rogers doesn’t make mention of Warren William in relation to Gold Diggers in her book.

In Upperworld Rogers and William have great chemistry, best illustrated in the “Big Bad Wolf” scene but also in a very honest dinner scene where Alex substitutes Lilly for Hettie when Hettie can’t make the date for their 14th Anniversary due to previous social engagements. The honesty between the two characters is refreshing as Alex freely admits the table was intended for his wife and Lilly accepts it.

Alexander Stream with son, Tommy, played by Dickie Moore

Both wife Hettie and lover Lilly comment upon Alex’s being just like a big kid, an image previously reinforced by being shown Alex playing trains with son Tommy. Alexander Stream is one of the shrewdest businessmen in the world but when placed at the center of the scene of a double murder he chokes and the big kid comes out. Instead of phoning police and confessing to his presence at the risk of a scandal; instead of taking what I’d expect is the most likely way out for a man of his stature and calling in his assistant to help cover things up; he goofs by tampering with the murder weapons, covering them with his fingerprints, and then slinking away hoping to pretend he was never there.

He’s felled by bad luck. The scene of the crime also happens to be the new patrol of that cop Moran whom Stream had smacked down earlier. Moran, unaware of the murders at this time, spots Stream leaving the scene and shortly after puts two and two together. Upperworld likely could have been more if Moran was given a chance to be the true hero of the piece, but he’s not and even when given the chance to be more than what he is to the movie Sidney Toler just comes up short.

The murders coming at approximately 40 minutes into the 73 minute Upperworld completely changes the picture from the Dodsworth-lite affair I’d mentioned earlier into a run of the mill murder caper where the main investigator, Officer Moran, is unlikable, and the star, William, is far too dumb to ever manage to cover-up what he wants swept away.

After the cover-up Stream is in a race to complete to imminent Railway Merger in time to escape overseas with his wife, who has suddenly come to regret her neglect of him after a bridge-table epiphany, before the police manage to expose him. Adding tension to the race is the unfortunate decision by Stream to return to the murder scene and make the appropriate pay-off to John Qualen’s janitor character. After Moran spots a darkened figure unscrewing a light bulb in order to further melt into the darkness the janitor informs Stream that the crazy cop had confiscated the bulb setting off a whole new set of worries about fingerprints for the already jittery Stream.

Shady Stream makes an offer to the janitor played by John Qualen

The murders are jarring and they effectively cut Upperworld in two, but while the movie as a whole is lessened by this it is nonetheless interesting throughout thanks to the typical fast-paced direction of Roy Del Ruth, a Warner’s staple during the period who had previously directed William in Beauty and the Boss (1932) as well as two of his pre-Code classics, Employees’ Entrance and The Mind Reader (both 1933). Upperworld would be their last film together and judging by the overall quality of these four films and their overall meaning to William’s legacy I must say that I wish there were more.

Upperworld Director Roy Del Ruth pictured on a card from the 1938 Movie Millions game set

Rogers rules Upperworld while Warren William is very capable as the star. I opened by saying Mary Astor doesn’t have enough to do to warrant her appearance, but it’s worth repeating at the close. Toler fails as Officer Moran, a part which could have allowed somebody with more talent to steal a nice piece of the picture for himself.

Robert Greig as what else, the butler

Andy Devine is great as the chauffeur, while Gottschalk is invisible as Stream’s right hand man. J. Carroll Naish is appropriately sleazy as Lily’s boss, Lou Colima, who makes a quick stab at blackmailing Stream, while Qualen is inappropriately creepy as the janitor, Chris. Dickie Moore doesn’t do anything to hurt the picture and Robert Greig is great doing his usual butler routine as Caldwell, straight-laced but with a wink. For example, after Stream admits his loneliness to Caldwell, the butler tells him what he did when his own wife left him: he consoled himself with a cup of tea and a pantry maid, to which William’s Stream replies, “You’re a devil with the ladies, Caldwell,” one of the film’s funniest lines when you take Greig’s overall appearance and demeanor into account. The rest of the cast is largely inconsequential, except Robert Barrat’s police commissioner who shows up for a single scene and leaves me scratching my head trying to figure out whether he really meant to break that light bulb or not.

Take care of that light bulb, it's key evidence!

Upperworld definitely has its flaws, plenty of them, but it is nonetheless a very enjoyable pre-Code film. It’s not one of William’s best pre-Codes as he lacks the ill manner present in several of his more enjoyable characters, but he makes a fine account of himself and it is one of Ginger Rogers’ best of the period. Upperworld is alternatively, and perhaps given the way things play out appropriately, referred to in many reference guides as Upper World, the name split in two just like the film itself seems to be.

Warren William's Alexander Stream makes the newspapers