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Upperworld (1934)

Approved | | Drama | 28 April 1934 (USA)
A rich railroad tycoon, bored with his marriage (his wife has no time for him -- she's too busy giving parties and sailing on yachts) starts seeing a showgirl. This are going OK until the ... See full summary »



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Cast overview, first billed only:
Alexander Stream
Lilly Linda
Tommy Stream
Lou Colima (as J. Carroll Naish)
Officer Moran
Banker Making Toast at Banquet
Theodore Newton ...
Reporter Rocklen
Police Commissioner Clark
Robert Greig ...
Marc Caldwell--Butler
Police Inspector Kellogg
Police Capt. Reynolds


A rich railroad tycoon, bored with his marriage (his wife has no time for him -- she's too busy giving parties and sailing on yachts) starts seeing a showgirl. This are going OK until the girl's manager/boyfriend, seeing his chance to make some big money, decides to blackmail him. Written by John Oswalt <jao@jao.com>

Plot Summary | Add Synopsis








Release Date:

28 April 1934 (USA)  »

Also Known As:

Upper World  »

Company Credits

Production Co:

Show detailed on  »

Technical Specs


Sound Mix:

Aspect Ratio:

1.37 : 1
See  »

Did You Know?


Originally set to be produced by RKO in 1930. See more »


Referenced in Public Enemies: The Golden Age of the Gangster Film (2008) See more »


Shake Your Powder Puff
Music by Sammy Fain
Lyrics by Irving Kahal
Performed by Ginger Rogers and chorus girls at the burlesque theater
See more »

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User Reviews

The Rail Tycoon and the Showgirl
12 September 2005 | by (Brooklyn NY USA) – See all my reviews

(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.

11 of 16 people found this review helpful.  Was this review helpful to you?

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