"Upper World" is almost unknown today, but is an interesting and enjoyable movie with a high powered cast and a well constructed story.<br /><br />A plutocratic railroad tycoon (Warren William) is drifting away from his social-climbing wife (Mary Astor) and begins a liaison with a good-natured showgirl (Ginger Rogers). The showgirl has a sleazy, opportunistic protector (J. Carroll Naish) who plans a little blackmail. When he springs his shakedown, guns go off and two people fall dead, leaving the tycoon in a situation which will ruin his reputation.<br /><br />Made in the early 1930s, the film is very discreet about the nature of the showgirl's relationship with the two men in her life, but this does not damage the narrative flow. (If remade today, of course, the sex angle would be graphic and blatant.) The film does however have two weaknesses. First, although he had genuine screen presence, Warren William had no talent for close-ups, where his wolfish smile is alienating and undoes his good work in medium shot. Second, the ending is a cheat and an evasion of the dramatic issues the film has raised. Later movies like "A Place In The Sun" and several directed by Fritz Lang were much more resolute in following the drama through to a plausible conclusion.<br /><br />"Upper World" presents a young Ginger Rogers who was just beginning her partnership with Fred Astaire. Katharine Hepburn's famous remark that Ginger gave Fred sex-appeal while he gave her class is relevant here, because Ginger is much sexier in this movie than in any of her musicals. (In her one musical number in "Upper World", Ginger wears a revealing dress which flatters her legs while the camera ogles her at thigh height.) Mary Astor, as always, is excellent, and brings out her character's craving for social status while keeping her human. The audience does understand why the tycoon married her in the first place. Both John Qualen's performance as a corruptible janitor and J. Carroll Naish's as the aspiring blackmailer make interesting contrasts with their work in John Ford movies.<br /><br />"Upper World" is a minor movie, but should certainly be sought out by fans of Ginger Rogers and Mary Astor.