“Just because a guy’s got a lot of dough, he thinks he can get away with murder!”

Alex Stream (Warren William) is the very wealthy, very busy boss of a railroad company. He has a happy family, but his wife Hettie (Mary Astor) spends more time with her high-society friends than she spends with him.

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When showgirl Lilly Linder (Ginger Rogers) is saved from drowning by Alex, her charming and cheerful demeanor immediately endears her to him. They spend and afternoon together, sharing a meal at Lilly’s apartment.

It isn’t an affair, just a friendship. Hettie continues to ignore Alex in favor of her fancy parties, and he gets to spend time in more enjoyable company when he’s not working.

But when Lilly’s boyfriend Lou (J. Carroll Naish) realizes who her new best pal is, he tries to talk her into blackmailing Alex. She refuses, but Lou isn’t so quick to give up on the idea, and plenty of drama ensues.

Upper World was directed by Roy Del Ruth. The screenplay was written by Ben Markson from a story by Ben Hecht.

The film’s opening immediately interested me, emphasizing the fact that the house and family totally revolve around Alex. From cooking to cleaning to playing with a toy train, no one can do anything until he wakes!

As for Alex’s marriage, it’s every bit as formal as his business. He sees little of his wife, and writes letters to her (delivered by a butler) in order to communicate, though they live in the same house.

It’s not too surprising, then, when Alex falls under the charms of the lively Lilly. He has no ill intention with her, and early on they’re just having good-hearted fun… which is tons of fun to watch. Ginger Rogers and Warren William doing that “Big Bad Wolf” number together! Amazing.

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(As a side note, Ginger sings another funny song here, too: “When you see a lady shake her talcum you might guess, she’s either waiting for her man or she’s been in distress!” The song was later parodied in a Merrie Melodies short.)

Of course, things can’t stay fun for long, with blackmail and murder in the mix. A big plot twist brings a murder investigation, and once that begins, the plot gets a little wild, sometimes becoming quite far-fetched.

Warren William sells it, though. Usually I’ve seen him play characters that are pretty difficult to root for, but the opposite is true here. The character is very sympathetic, and his performance is great, especially in scenes of confrontation.

Upper World is a little bit all over the place, but overall, a decent watch, especially worth the time for Warren William’s performance.