Thursday, June 04, 2009

The Set-Up (1949)

Robert Ryan as Battered Boxer of Principle in The Set-Up

Early in the gritty film noir boxing classic The Set-Up a close-up reveals tired, battered veteran boxer Ryan, his years of wear and tear visible in the generous layer of scar tissue over his eyes and his mashed left cauliflower ear.

Slated for one more battle, a 4-rounder following the main event at Paradise City Arena, he makes one more stab at optimism in the manner of a tired warrior seeking purpose after two decades in the boxing ring. The 35-year-old boxer, whose ravaged body possesses the wear of someone much older, tells his faithful wife Audrey Totter that he is “just one punch away” from an upset win over his 23-year-old opponent.

A victory will bring a chance for at least a semi-final or perhaps main event rematch against Hal Baylor, a young fighter who is being groomed for bigger things. The higher paying rematch will afford an opportunity to purchase the contract of a young middleweight who, according to Ryan, is the most promising prospect in that class since the great Harry Greb.

Audrey Totter, a woman of wisdom far beyond her years who has suffered many psychological scars amid her husband‘s punishment, has an answer.

“You were one punch away from being champion,” she tells him with melancholy low-keyed impact. “You’re always one punch away.”

That telling line from a script by Art Cohn, who also scripted the 1952 boxing movie Glory Alley starring Ralph Meeker, describes what Ring Magazine editor and longtime boxing expert Bert Sugar called the “search for the dream” that is the motivator for boxers seeking to overcome astronomical odds.

Compressed, Rapid Action

Robert Wise, who would eventually direct one of the biggest moneymakers in film history with The Sound of Music, began in the industry as a film editor and worked with Orson Welles in two of his greatest masterpieces, Citizen Kane and The Magnificent Ambersons.

The sharp synchronization involving Wise’s direction, Cohn’s script, and Oscar winner Milton Krasner’s camera work results in 72 swiftly paced minutes of drama. Cohn boils the dialogue down to a lean level, giving the cast, especially the two lead characters, the chance to internalize their performances as the camera generates probing close-ups.

Paradise City, the film’s venue, is a lot like the Atlantic City of the late forties. It is revealed that, in the twilight of his career, Ryan as Stoker Thompson had his last fight in Trenton and has been appearing in smaller fight clubs on the Eastern Seaboard.


Ryan receives a jolt when Audrey Totter as faithful wife Julie refuses to attend the fight. It is the first time during their marriage that this has occurred. After the fighter enters the ring he peers a long look at the empty seat in the fourth row. He periodically looks in that direction with the same result.

Distinctly Different Viewpoints

Ryan listens attentively, his emotions being drawn, as he examines two boxers of differing ages. James Edwards, a lithe, supple-muscled African American, is young and on the upswing. He oozes confidence as he awaits his appearance in the main event.

Edwards makes Ryan hearken back to his own youthful days when a bright future loomed. Edwards talks about a big fight in Philadelphia, after which he looks forward to fighting in New York’s historic Madison Square Garden and eventually a championship bout.

While Edwards evokes smiles, David Clarke generates worried concern. Cast as Gunboat Johnson, the veteran fighter’s face is so heavily scarred that he appears to have been systematically hacked by a razor blade.

Clarke repeatedly insists that he will follow the example of a former middleweight champion who lost 21 bouts, could not even get a fight at Paradise City Arena, yet ultimately won the title in a major upset.

Ryan’s expression becomes even more worrisome after Clarke is carried out of the ring following a vicious second round knockout. When he is asked to identify himself he begins spouting the name of the fighter he idolizes, the underdog who won the title.

The fate of David Clarke is to be swiftly driven by ambulance to the hospital. Ryan has little time to shake off the grim reality of what has happened before going into battle himself, but sees his spirits lift after Edwards wins and wishes him luck.

A Wife Relieved Amid Tragedy

As heavyweight boxer Ryan steps into the ring, he is unaware of a transaction made by his manager, George Tobias, and the manager of his opponent, a local mob gambler known as Little Boy.

Despite the fact that the promising local fighter that Little Boy, played by Alan Baxter, hopes to steer to the top is a heavy favorite over the presumably overmatched Ryan, as a gambler he seeks to hedge his bet. He bets that Stoker will lose.

Tobias is so convinced that Ryan has no chance that he does not mention the agreement at first. During the first two rounds Ryan takes a frightful beating. When the veteran survives, however, and remains determined to win, Tobias realizes he has a problem.

Hal Baylor, as Tiger Nelson, begins the bout oozing confidence. As it moves into Round 4, however, and Ryan, despite severe punishment and having his face battered to a bloody pulp, appears more determined than ever, Baylor begins reflecting the same concern as his manager.

Enough is enough as far as George Tobias is concerned. After earlier advising Ryan to be satisfied going “the distance,” he tells him finally about the agreement. Tobias is blunt about what the gangster will do if he fails to receive the benefit of his intended bargain.

A prideful and determined Ryan presses on, sensing a final moment of glory in a career that has been rushing steadily downhill.

After Ryan scores a knockout Baxter tells Tobias that he is unworried about the loss and that four victories later nobody will even remember it. He states bluntly that his displeasure is from failure to “get what he paid for.” Baxter tells Ryan that they will “talk it over” outside.

Ryan is unable to run away. Baxter supervises the beating meted out by his henchmen, including the fighter the veteran had just battled in what is assured to be his last fight. Baxter commands that Ryan’s right hand be broken. As Ryan is held, his career is finished when this result is achieved.

The staggering, badly bloodied Ryan makes it to the sidewalk outside the hotel where he has been staying with Totter. His wife beseeches onlookers to summon an ambulance.

Despite feeling saddened by the beating, the camera closes in on a wife showing relief for the first time, knowing that her husband, someone she feared would be killed in the ring, will never put on another pair of boxing gloves.

The Set-Up is strong and convincing drama from beginning to end. The close-ups reveal as the hard edges of a tough profession examined with scalpel precision.

The arena used for the film was the famous Hollywood Legion Stadium on El Centro near Hollywood and Gower. Not only did a constellation of great fighters appear there in its fabled history until it ceased operating and became a bowling alley in 1959; the regular Friday night bouts there drew a large contingent of movie faithful.

Al Jolson, a fight enthusiast who was once manager of Henry Armstrong, the only simultaneous three time champion in boxing history, was a regular, as were Clark Gable, Carole Lombard, George Burns, and many others.

The most colorful and memorable fight colony regular, however, was Lupe Velez, star of the “Mexican Spitfire” series. Velez, who had a well publicized romance with handsome Legion headliner Bert Colima, lived up to her Spitfire image by removing a shoe and slamming it on the canvas to urge more action.

Editor's note: Bill Hare is a writer who is currently working a new book about film noir. I highly recommend his earlier work, Early Film Noir: Greed, Lust and Murder Hollywood Style


  1. It's worth noting that the film occurs in real time; once in a while the camera cuts to a clock, and we see that the number of minutes which has elapsed is the same as the actual number of film minutes - the whole story is about 72 minutes in the life of a boxer.

  2. One of my favorite noirs, but the ending always seemed out of step with the tone of the rest of the film. Audrey Totter seems a little TOO satisfied that her man was beaten within an inch of his life and had his dreams stripped away. That's a true femme fatale.

    I'm a long-time reader, first-time poster and I figured I'd take this opportunity to shamelessly point to my new blog where I just riffed on this post.

  3. I had written earlier on the late great Robert Ryan, but I had almost forgotten about this movie until coming onto this superb site. THIS is Ryan's shining hour, as the broken down boxer who is looking for one final shot of redemption. It is one of the few films which has captured the bloodlust of the sport. Only "Champion" and "Raging Bull" have come close to matching it.
    The fact that it is filmed in real time makes it even more essential. Tragedy is an important part of film noir, but it would take a very heartless viewer not to be moved by Ryan's eventual fate. It is to Quentin Tarantino's credit that he used the plotline for "The Set Up" for his own "Pulp Fiction" opus.
    Maybe somebody will put together a box set of Robert Ryan classics featuring "Act Of Violence", "The Set Up", "Odds Against Tomorrow" and "Underworld USA". Maybe England's football team will win the World Cup.....

  4. Re the above, Ryan did NOT appear in "Underworld USA", it was Cliff Robertson who is sadly forgotten today. I meant to type "House Of Bamboo" which features Ryan as a truly cold blooded killer. Check out the classic scene where he shoots a man in a wooden bath tub,and listen to the eerie speech he delivers to the dead man....

  5. What a coincidence that this thread, namely Ryan's works, are being brought up right now! I'm a college senior taking a Baseball, Boxing, and Hollywood class and chose to do my boxing paper on "The Set-Up." I've been a long-time reader of this blog and could not agree more with the importance of the close-up in this film. If anyone is interested, I would love to bounce some ideas around with real noirists :). I was taught film noir from a photographic sense, first, so I can't help but mention this film's use of hard, restricted light.

  6. The picture was not shot at the Hollywood Legion Stadium, where I saw many matches in person and on local TV on Saturday nights in the 50s. It was shot at the Ocean Park Arena; the building is now a bowling alley on Pico Boulevard across from the Santa Monica Civic Auditorium.


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