upper world be almost unknown today and but be an interesting and enjoyable movie with a high power cast and a well constructed story . a plutocratic railroad tycoon ( warren william ) be drift away from his social climb wife ( mary astor ) and begin a liaison with a good natured showgirl ( ginger rogers ) . the showgirl have a sleazy and opportunistic protector ( j. carroll naish ) who plan a little blackmail . when he spring his shakedown and gun go off and two people fall dead and leave the tycoon in a situation which will ruin his reputation . make in the early 1930s and the film be very discreet about the nature of the showgirl relationship with the two men in her life and but this do not damage the narrative flow . ( if remake today and of course and the sex angle would be graphic and blatant . ) the film do however have two weakness . first and although he have genuine screen presence and warren william have no talent for close ups and where his wolfish smile be alienate and undo his good work in medium shot . second and the end be a cheat and an evasion of the dramatic issue the film have raise . late movie like a place in the sun and several direct by fritz lang be much more resolute in follow the drama through to a plausible conclusion . upper world present a young ginger rogers who be just begin her partnership with fred astaire . katharine hepburn famous remark that ginger give fred sex appeal while he give her class be relevant here and because ginger be much sexy in this movie than in any of her musical . ( in her one musical number in upper world and ginger wear a revealing dress which flatter her leg while the camera ogle her at thigh height . ) mary astor and a always and be excellent and and bring out her character crave for social status while keep her human . the audience do understand why the tycoon marry her in the first place . both john qualen performance a a corruptible janitor and j. carroll naish a the aspire blackmailer make interesting contrast with their work in john ford movie . upper world be a minor movie and but should certainly be seek out by fan of ginger rogers and mary astor .