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. 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.

Roy Del Ruth was an American filmmaker.