Pre-Code Crazy: Upperworld (1934)

It takes only a glance at the credits for Upperworld (1934) to know that this is a film worth seeing. It stars the great Mary Astor, a non-dancing and oh-so-adorable Ginger Rogers, and pre-Code icon Warren William. It’s based on a story by Ben Hecht, who also wrote the screenplays for such first-rate films as The Front Page, Design for Living, and Wuthering Heights. And it’s directed Roy Del Ruth who, among numerous other features, helmed The Maltese Falcon.

The film opens with an introduction to railroad magnate Alexander Stream (William), whose household does not begin to function each day – literally – until he is awake. And when I say literally, I mean it: once the announcement spreads that Alexander has awakened, the gardener begins to cut the lawn, the housekeeper starts the vacuuming, and Alexander’s adorable little moppet of a son (Dickie Moore), can begin to play with his trains.

In their first encounter, Lily winds up wearing Alexander’s clothes. Hmm.

Stream is married to Hettie (Astor), who is so obsessed with her social schedule that her husband sometimes has to communicate with her through letters dictated to his butler. “Social success is just as important to a woman as financial power, or any other achievement, is to a man,” Hettie tells Alexander when he complains about the lack of time they spend together. “You’re a success in your world – I want to be somebody in mine.” His unsatisfying marriage makes Alexander a perfect candidate for some extra-marital hanky-panky when he meets a burlesque performer named Lily Linda (Rogers).

During their first encounter, Alexander joins Lily in a rousing rendition of “Who’s Afraid of the Big Bad Wolf,” and their second meeting falls on Alexander’s 14th wedding anniversary (which Hettie is too busy to attend). By their third date, which involves a crash landing of his private plane while on a trip to upstate New York, Alexander admits to Lily that she makes him feel “happier. More contented. I think I’m just a little bit crazy about you.”

Astor and William.

Unfortunately for our young lovers, Lily’s being pressured by her manager to cash in on Alexander’s wealth by blackmailing him. Does Lily agree to the scheme? Does Alexander fork over his millions to keep his love letters out of the papers? And what about Naomi? (Sorry – just had an Electric Company flashback.)

Find out the answers to these and other questions  by tuning in to Upperworld on TCM, September 12th. You only owe it to yourself.

Meanwhile, here’re a few trivia tidbits to tide you over:

  • Ben Hecht won an Oscar in 1927 for the screenplay he wrote for a film called Underworld.

    Not Charlie Chan.

  • The film’s cast included Sidney Toler as a policeman who first meetings Alexander when he gives his chauffeur a traffic ticket, and later takes a more significant role in the tycoon’s life. Toler is perhaps best known for playing inscrutable detective Charlie Chan; he played the role in 22 feature films, following the death of the original Chan, Warner Oland, in 1938.
  • The airplane that Alexander and Lily fly to upstate New York was owned in real life by actor Wallace Berry.
  • Mickey Rooney was reportedly originally cast in Upperworld, but his entire role was left on the proverbial cutting room floor.


Now be sure to pop over to Speakeasy to see what pre-Code gem Kristina recommending for this month!


~ by shadowsandsatin on September 10, 2017.

9 Responses to “Pre-Code Crazy: Upperworld (1934)”

  1. and the streak continues! 🙂 This is one of the few Warren William movies I haven’t seen yet, and good cast! Have to catch it.

  2. Ginger is adorable and tough. How does she pull it off?

    I do so love it when Warren William is sympathetic. It takes so much energy to hate him.

  3. What an interesting article! This sounds like a fascinating picture. By the way, I would like to invite you to join my first blogathon, “The Great Breening Blogathon:” I think you would enjoy breening a pre-Code film for it. You would be very good at that, I am sure. I hope you will join. We could certainly use your talent!

    Yours Hopefully,

    Tiffany Brannan

    • Thanks so much for your comment and for the invite to your blogathon, Tiffany! I wasn’t able to come up with a topic, but I hope your first event was a smashing success!!

      • Thank you so much for this kind response. It was very successful. I was greatly inspired by the amount of people who gave their time to consider the Code and Joseph Breen in a different light. I think we gave Mr. Breen a swell birthday celebration! I hope to read more of your excellent articles in the future.

        Yours Hopefully,

        Tiffany Brannan

  4. What a wonderful site congratulations .
    From the uk

    • Thank you so much, Andrew! You are so kind, and your comment made my whole day! 🙂 I hope you’ll be back often, and I hope you’ll be able to join in our celebration of Noirvember!

  5. It would be interesting to see Warren William in a more sympathetic, less cruelly-capitalistic role. Plus Mary Astor and Ginger Rogers? Sign me up!

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