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Upper World (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>

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Release Date:

28 April 1934 (USA)  »

Also Known As:

Upper World  »

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Production Co:

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Technical Specs


Sound Mix:

Aspect Ratio:

1.37 : 1
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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 »


Who's Afraid of the Big Bad Wolf?
Written by Ann Ronell and Frank Churchill
Sung by Ginger Rogers and Warren William
See more »

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User Reviews

Tame, disappointing ... so much pre-code potential wasted
14 September 2005 | by (my sofa) – See all my reviews

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.

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