Upperworld

Upperworld

Year: 1934

Runtime: 73 mins

Language: English

Director: Roy Del Ruth

CrimeDrama

After his wife suffers a tragic accident at work, a disillusioned railroad magnate begins an affair with a glamorous showgirl. Their romance seems pleasant until her manager discovers the liaison and begins extorting the wealthy man, threatening to ruin both their lives.

Warning: spoilers below!

Haven’t seen Upperworld yet? This summary contains major spoilers. Bookmark the page, watch the movie, and come back for the full breakdown. If you're ready, scroll on and relive the story!

Upperworld (1934) – Full Plot Summary & Ending Explained

Read the complete plot breakdown of Upperworld (1934), including all key story events, major twists, and the ending explained in detail. Discover what really happened—and what it all means.

Alexander Stream is a multimillionaire, Warren William, who is devoted to his wife Mary Astor Hettie Stream and their son Dickie Moore Tommy Stream. While he enjoys life aboard his yacht, a young woman, Lilly Linda Ginger Rogers is spotted drowning in the ocean. The crew pulls her aboard, and Stream lends her some of his clothes.

He gives her a ride home in his limousine, and she invites him inside to return the clothes. To thank him, she offers to make breakfast, and he ends up skipping all of his morning appointments to share the meal with her. On the way to his duties, his car is stopped for speeding by Officer Moran [Sidney Toler], an incorruptible beat cop. Stream uses his influence to get Moran demoted.

Back home, Hettie hosts a grand costume party, and she urges him to attend. He confesses that he misses spending time with her, but she insists that maintaining her social position is as vital to her as his career. He declines the party and instead plays with Tommy.

The next day, he schedules dinner at an upscale restaurant and makes special arrangements for a cake to mark their 14th wedding anniversary. When he calls to invite Hettie to the city, she says she already has plans. As his driver takes him away, he sees a photo of Lilly headlining a burlesque show and stops backstage to invite her to share the anniversary dinner. She realizes he invited her because his wife cannot come.

After an innocent dinner, Oscar, Andy Devine his driver, brings him home, and they agree to keep Lilly’s involvement a secret. The next morning, Hettie announces that Tommy will be sent to sleep-away camp 200 miles away to maintain appearances, and Stream resents the separation. She explains it’s necessary for their social standing.

When Tommy leaves, Hettie reveals she’ll be away for two weeks with friends of their circle. Alex schedules another ride with Lilly in his airplane. Meanwhile, Lilly’s manager and boyfriend, Lou Colima [J. Carrol Naish], urges her to have an affair with Alex so they can blackmail him. After a minor accident, Lilly and Alex share a kiss.

A few months later, Alex has installed Lilly in a luxury apartment and buys her a $12,000 diamond bracelet for her birthday. On the way to dinner, Hettie discovers the gift and assumes it’s for her. Lou Colima pushes Lilly toward blackmail, breaking open her bedroom door and slapping her when she refuses to hand over the letters. He grabs a gun Lilly had pointed at him and places it on a chair as he heads out. At the door, he confronts Alex and reveals that Lilly and he were plotting to extort him. Lilly, who is sincerely in love with Alex, is distressed by the turn of events. Alex demands the letters; in the ensuing struggle, Lou fires his gun at Alex but kills Lilly instead. With a jammed gun, Alex seizes the weapon Lou tossed aside and kills him. He stages the scene as a murder-suicide and erases any trace of his presence.

When he returns home, Hettie waits to tell him that she’s bringing Tommy home from military school and wants to spend more time together. Unbeknownst to Alex, Moran—now patrolling the streets—saw his car illegally parked outside Lilly’s building and suspects foul play. While the press frames the case as murder-suicide, Moran gathers clues and tries to secure Alex’s fingerprints, only to discover that the police have been compromised. He creates a scene, and the chief of detectives has him jailed. Reporters swarm the jail cell, shouting that Alex is involved.

Several reporters arrive with a fingerprint technician at Alex’s house, where he hosts a large party to celebrate the purchase of another railroad company. They demand his fingerprints to clear his name, and Alex reluctantly offers them. The technician’s comparison confirms the match with Lilly’s apartment, and the police arrest him for murder. In the midst of the crowd, Alex proclaims that he is being charged.

Waiting for the verdict, he is summoned to the judge’s chambers, where Hettie and Tommy appear. She tells him Europe is planned for the next day, and she hopes he can forgive the affair. He admits he was lonely and that while he cared for Lilly, he still loves Hettie and craved attention he wasn’t getting at home. He returns to the courtroom as the verdict is read.

The scene shifts to a ship, where Tommy speaks with Oscar about traveling to England, and Alex sits beside Hettie on the deck. He is acquitted, and the voyage becomes a second honeymoon as they vow to make time for each other and preserve their marriage.

Last Updated: October 09, 2025 at 11:21

Mobile App Preview

Coming soon on iOS and Android

The Plot Explained Mobile App

From blockbusters to hidden gems — dive into movie stories anytime, anywhere. Save your favorites, discover plots faster, and never miss a twist again.

Sign up to be the first to know when we launch. Your email stays private — always.

Unlock the Full Story of Upperworld

Don't stop at just watching — explore Upperworld in full detail. From the complete plot summary and scene-by-scene timeline to character breakdowns, thematic analysis, and a deep dive into the ending — every page helps you truly understand what Upperworld is all about. Plus, discover what's next after the movie.

Upperworld Timeline

Track the full timeline of Upperworld with every major event arranged chronologically. Perfect for decoding non-linear storytelling, flashbacks, or parallel narratives with a clear scene-by-scene breakdown.

Upperworld Timeline

Characters, Settings & Themes in Upperworld

Discover the characters, locations, and core themes that shape Upperworld. Get insights into symbolic elements, setting significance, and deeper narrative meaning — ideal for thematic analysis and movie breakdowns.

Characters, Settings & Themes in Upperworld

More About Upperworld

Visit What's After the Movie to explore more about Upperworld: box office results, cast and crew info, production details, post-credit scenes, and external links — all in one place for movie fans and researchers.

More About Upperworld

Similar Movies to Upperworld

Discover movies like Upperworld that share similar genres, themes, and storytelling elements. Whether you’re drawn to the atmosphere, character arcs, or plot structure, these curated recommendations will help you explore more films you’ll love.