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This lively Warners tale of upscale adultery and sordid blackmail was released just as the iron gate of the Production Code brought the racy Pre-Code era to a close. Its story elements indicate a willingness to play fast and loose with morals, and by the start of the third act we fully expect the finish to make a populist statement against the injustices borne by the poor, at the hands of the rich. It's difficult to know if such was actually the case, but the finale of Roy Del Ruth's Upperworld is such a thematic and moral non-sequitur that we strongly suspect that it was hastily rewritten, or that select scenes were re-shot, to appease the industry's new moral censors. And thus ended the freedom of the American screen, a situation that lasted for the next 34 years. The more I see the picture, the more I am convinced that my conclusion is correct. 
Upperworld's smart, simple story was devised in part by ace writers Ben Hecht and Charles MacArthur. Wealthy railroad magnate Alex Stream (Warren William) dotes on his young son Tommy (Dickie Moore) and tolerates the social pretensions of his wife Hettie (Mary Astor), who throws large parties to court the company of the yachting set. Alex is largely left alone with the company of his chauffeur Oscar (Andy Devine). While conducting business on his own boat, Alex picks up a swimmer carried by the current into deep water. She turns out to be burlesque star Lilly Linda (Ginger Rogers), and a simple delivery to her Queens apartment turns into an afternoon party singing at the piano. When the traffic cop Moran (Sidney Toler) insists on giving Alex a ticket, the magnate retaliates by calling his downtown connections and having the officer demoted. Alex forgets about Lilly until his wedding anniversary, when his wife Hettie brushes off his dinner invitation to spend more time with her friends. Alex and Oscar take in Lilly's burlesque show and a romance slowly develops. It gathers steam when Hettie sends Tommy away for the summer and takes off for a cruise with her party crowd. Lilly's boss Lou Colima (J. Carrol Naish) decides to blackmail Alex just as his big railroad merger is going through. Lilly refuses to cooperate, but Lou seizes her love letters from Alex. The two men meet at Lilly's apartment, and guns are drawn... Upperworld seems set up to conclude like other Warners melodramas about big men with big vices, who pay for their sins with a hard comeuppance. But after the killings, the story spins off into a strange compromise. The way various subplots are truncated, I'd have to say that the movie was changed at the 11th hour to impose a truly odious "moral" ending. The rest of this review is by necessity a total SPOILER. Right after the double killing, Alex Stream returns home to find Hettie returned. With no reason given why she should stop being a neglectful spouse, she announces a change of heart and tells Alex she's dropping her social life to dote upon him. As we were never really introduced to any of her society friends, we can't picture a missing scene explaining Hettie's big change; it would have to be an entire new subplot. It's as if the "bad wife" of Dodsworth suddenly underwent a full character transformation. 
The subplot with Sidney Toler's policeman is dropped like a hot potato. Officer Moran has been thrown behind bars for bucking the system -- his own superior destroyed evidence that might lead to the arrest of his pal Alex Stream. The issue of collusion between big business and city government to subvert the law just disappears. In the very rushed trial scenes, and the denouement on the boat to Europe, the luckless Lilly simply no longer exists. Although she died protecting Alex, she's a home wrecker unworthy of anybody's concern, and nobody mourns her. Lilly doesn't act like a Roxie Hart type, and we're surprised to learn that she's so involved with the slimy Lou Colima. Colima is a crude foreigner grubbing for money, and it looks as if we're supposed to think that Lilly was aware of his dirty tricks all along. The IMDB lists seven actors whose scenes were deleted; they include two cops and a kid played by Mickey Rooney. What's that all about? Did Lou Colima kidnap little Tommy to force Alex's hand, a no-no in the post-Lindbergh kidnapping furor? Upperworld retains a few seconds of Lilly's abbreviated "Manhattan Scandals" burlesque costume, which to me indicates that there was a full-on Pre-Code picture here that had to be cleaned up for release. I don't know what grievous sins occurred in the original film, but the final product says that honest cops go to jail and rich men who get tangled up in messy killings go straight to a vacation in Paris. Perhaps the original plot line of Upperworld is no big secret, and I just haven't read the right books. Anyone know the full story? 1 
Roy Del Ruth's film benefits from a top cast. We're used to seeing Warren William as an arrogant bully, but he is sympathetic as a good family man who strays out of boredom and neglect. He sings "Who's Afraid of the Big Bad Wolf" with Lilly, and a trio of product-placement Disney pig toys. Mary Astor is just plain beautiful as the spoiled wife, and deals well with her character's dismissive, snobby attitude -- we like Hettie Stream just the same. And the young, saucy Ginger Rogers is nothing less than adorable. We have a hard time buying the idea that her Lilly has previous experience as Lou Colima's partner in sleazy takedowns. We don't even think that she swam out too far in order to get picked up by a millionaire on a boat. She seems a basically sweet girl and the Lilly-Alex affair is rather touching. The fact that even the memory of Lilly is booted out of the movie displays the thoughtlessness of this (presumed) revision -- audiences must have been sorely disappointed. Besides the funny Andy Devine, Upperworld has Robert Greig as the butler who has to put up with that spoiled Streams kid. John Qualen plays a janitor that Alex foolishly tries to buy off. It's incredible -- Alex switches bullets between guns and is caught bribing a witness, and he still gets off scot-free. That's just fine with the new, "moral" Production Code. 
The Warner Archive Collection DVD-R of Upperworld is a very good encoding of this vintage tale of trouble between the classes in a classless society. We can't complain about the picture quality and the audio is quite clear. The film itself bears no evidence of editorial tampering that I could see, a fact that weighs against my theory of a re-write and re-shoot. But Savant is like that incorruptible cop played by Sidney Toler -- you know, the one who ends up discredited, and in jail.
On a scale of Excellent, Good, Fair, and Poor,
Upperworld rates:
Footnote:
1. I'm hoping to print some helpful reader's full lowdown on the true story of Upperworld, here!
Reviews on the Savant main site have additional credits information and are often updated and annotated with reader input and graphics. Also, don't forget the 2010 Savant Wish List. T'was Ever Thus.
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