The Upperworld of railroad tycoon Warren William almost crashes into a show girl rather abruptly with his speeding power boat nearly running down a swimming Ginger Rogers.

Now more than likely she would have picked herself up, dusted herself off and started all over again as she did in a song she sung in a later film normally. But Warren William's marriage to Mary Astor is running into some rough seas itself. She's too busy being a socialite to have time for her husband and son, little Dickie Moore. Consequently William is ripe for a relationship with Rogers. One that her sleazy boyfriend J. Carrol Naish is ready to take advantage of.

One of the things I found fascinating with Upperworld is the rather rigid roles for the sexes that are defined. William is king of his castle and the wife is their for him. Astor is condemned for wanting something more than being the dutiful wife and mother, a career of her own is not even mentioned as a possibility. She's condemned for being social butterfly and later is properly repentant when tragedy strikes.

As for Rogers even though she gets into this quite by accident, she's still a homewrecker and a person in a not quite respectable profession of showgirl.

Upperworld is a story of tragedy and scandal and the leads are given a good group of supporting players fitting comfortably into roles they've all played before. Please make note of Andy Devine as the chauffeur and Robert Grieg as the butler to William and Astor. Both serve as confidantes at various times of the film to William. Also note Sidney Toler as the beat cop and righteous voice of working class America determined to bring Warren William down. His deductions are worthy of Charlie Chan.

This view of the mores of high society is what we get from Upperworld, a most typical product of the working class studio that was Warner Brothers back in the day.