A rich man (Warren William) starts an affair with a showgirl (Ginger Rogers), and when the girl's manager (J. Carrol Naish), finds out, he decides to blackmail him.

A rich railroad tycoon (Warren William), bored with his marriage (his wife (Mary Astor) has no time for him --- she's too busy giving parties and sailing on yachts) starts seeing a showgirl (Ginger Rogers). This are going OK until the girl's manager/boyfriend (J. Carrol Naish), seeing his chance to make some big money, decides to blackmail him.—John Oswalt <[email protected]>

Wealthy railroad magnate Alex Stream (Warren William) has little time for himself, although he is devoted to his wife Hettie (Mary Astor) and son Tommy (Dickie Moore). Hettie, however, gives first priority to her society friends, a group that Alex can't tolerate. When Alex rescues drowning showgirl Lilly Linder (Ginger Rogers), he finds her cheerful ways so appealing that he relaxes long enough to eat the meal that she cooks him. One day when Hettie forgets her wedding anniversary and makes other plans, Alex, on impulse, asks Lilly to join him for dinner. From then on, Alex spends a lot of time with Lilly. Lilly's boyfriend, Lou Colima (J. Carrol Naish), tries to talk her into blackmailing Alex, and when she refuses because she genuinely cares for him, Lou steals Alex's letters to her. When Lou confronts him, Alex believes that Lilly was involved in the scheme from the start. He tries to grab the letters back from Lou, who shoots at him, hitting Lilly, who has thrown herself in front of Alex. Alex shoots Lou in self-defense, then tries to make it look like a murder-suicide. Alex thinks that he has escaped untouched, but Moran (Sidney Toler), a policeman who was demoted for giving a parking ticket to Alex, has seen his car parked outside the apartment and is convinced that he is the actual murderer. No one believes Moran until he manages to prove that Alex's fingerprints are on the gun. Alex is tried and acquitted. Afterward, Alex is reconciled with Hettie and the couple sails for London.

Upperworld (1934) is a romantic melodrama about a railroad tycoon (Warren William) neglected by his society wife (Mary Astor). He turns to burlesque showgirl Ginger Rogers for companionship, but when her sleazy boyfriend/manager J. Carrol Naish tries to blackmail the tycoon, the romance ends tragically.