Upperworld starts incredibly strong–Warren William and his son (I knew I’d seen Dickie Moore’s name in credits before–he’s in Out of the Past) feeling abandoned by Mary Astor, who’s more interested in throwing costume parties than spending time with her husband and son. The scenes with William and Moore are great throughout, even after the change I’ll get to in a second… but it’s the whole film for the beginning. The scenes with William and Andy Devine are fantastic, even the scenes with William going to work are great. Upperworld sets itself up as a traditional story–successful businessman becomes unhappy with his disaffected life–and does it real well.

Even the scenes with William and Ginger Rogers are excellent, because neither of them play it as a romance until, obviously, the script forces them to do so and then Upperworld turns in to something else entirely. It turns in to a goofy movie with William running around trying to destroy evidence, pursued by angry ex-traffic cop Sidney Toler. Toler’s performance is ludicrous, but so is his dialogue; it might not be all his fault.

Where Upperworld was interesting and unique was the friendship between Rogers and William… the resulting changes to both characters (she all of a sudden has a seedy boyfriend, played by a fun J. Carrol Naish, while William becomes a villain–except for the scenes with Moore) do irreparable harm to the film. I also was expecting, from the opening titles, Mary Astor to either have a big part or a glorified cameo. Either would have worked well, but they went for in between and, while she’s quite good, her role’s dumb and unbelievable.

The first half was so solid, I thought I’d be more depressed by end of Upperworld (the last half’s badness simmering itself), but the film closes with Andy Devine and he closes it well.

Del Ruth does a real nice job directing too, which might have made the second half more palatable than it would have been without him.

★½

CREDITS

Directed by Roy Del Ruth; screenplay by Ben Markson, based on a story by Ben Hecht; director of photography, Tony Gaudio; edited by Owen Marks; music by Bernhard Kaun; released by Warner Bros.

Starring Warren William (Allexander Stream), Mary Astor (Mrs. Hettie Stream), Ginger Rogers (Lilly Linda), Andy Devine (Oscar), Dickie Moore (Tommy Stream), Ferdinand Gottschalk (Marcus), J. Carrol Naish (Lou Colima) and Sidney Toler (Officer Moran).