Upperworld is a 1934 American pre-Code drama film directed by Roy Del Ruth and starring Warren William as a wealthy married railroad tycoon whose friendship with a showgirl, played by Ginger Rogers, leads to blackmail and murder.

[1] Upperworld is one of the last films released before the strict enforcement of the Hollywood Production Code by Joseph I. Breen, which began on July 1, 1934.

While he is devoted to his wife, Hettie and son, Tommy, she is too busy playing attending and throwing society functions to pay much attention to her husband.

On the way to his appointments, his car is stopped for speeding by Officer Moran, an incorruptible law-and-order beat cop.

The next day, he makes dinner reservations at an expensive restaurant and special arrangements for a cake for his and Hattie's 14th wedding anniversary.

The next morning, he wakes up and finds that his wife has made arrangements to send Tommy to a sleep-away summer camp 200 miles away.

In the meantime, Lilly's manager and boyfriend, Louie Colima is encouraging her to have an affair with Alex so the two of them can blackmail him.

In the meantime, Louie tells Lilly that it is time to blackmail Alex and breaks open her bedroom door and slaps her to the ground when she refuses to give him the letters.

Unbeknownst to Alex, Moran, now walking the beat, saw his car parked illegally in front of Lilly's building and watched him drive away.

Several reporters show up with a fingerprint technician at Alex's house where he is having a large party to announce his acquisition of another railroad company.

The technician has compared the fingerprints while waiting in the hallway and when they match, the policemen who accompanied them arrest him for murder.

When the press crashes through the door asking him for a statement, Alex tells the assembled company that he is being arrested and charged with murder.