#24: The Set-Up (Robert Wise, 1949)

Released: March 29, 1949

Director: Robert Wise; Screenplay: Art Cohn based on a poem by Joseph Moncure March; Cinematography: Milton R. Krasner; Music: C. Bakaleinikoff; Producer: Richard Goldstone; Studio: RKO Radio Pictures

Cast: Robert Ryan (Bill “Stoker” Thompson), Audrey Totter (Julie Thompson), George Tobias (Tiny), Alan Baxter (Little Boy), Wallace Ford (Gus), Percy Helton (Red), Hal Baylor (“Tiger” Nelson), Darryl Hickman (Shanley), Kenny O’Morrison (Moore), James Edwards (Luther Hawkins), David Clarke (Gunboat Johnson), Phillip Pine (Tony Souza), Edwin Max (Dann)

- “I’m just one punch away…”

A film noir based on a… poem? This tidbit of trivia was news to me and something that I learned only when typing out the short credits section that opens each post in the countdown. I realize that this observation adds very little to the actual entry, but I found it fascinating nonetheless and thought I’d bring it to everyone’s attention. Surely it is the only noir to be based on a poem? There’s a trivia question for someone reading this. Is there another film noir that is adapted from or based on a poem? I am unaware of another example.

Now, back to more pertinent things… when Body and Soul checked in at #34 in the countdown, I said that I only knew of two other boxing films that topped that Robert Rossen gem – Martin Scorsese’s Raging Bull and Robert Wise’s The Set-Up. I still place Scorsese’s 1980 release at the top, but The Set-Up sits not too far behind it. But they are masterpieces for entirely different reasons. Where Raging Bull is extensive, stretching out to cover the rise and fall of virtually Jake LaMotta’s entire career, The Set-Up has a much more narrow scope. It shows a little over an hour in the life of an over-the-hill heavyweight, but its succinctness is a key component of what makes it great. Telling a complete, fulfilling story in just 72-minutes is a task that very few could successfully pull off. The Set-Up manages to do it because everything about it is as tight as a dead-heat – direction, photography, script, acting. Everything.


The story is an incredibly simple one. Stoker Thompson (Robert Ryan) is a boxer in the twilight of his career. He was once an up-and-coming prospect, but now in his mid-thirties he is nothing but a name opponent for young fighters. Everyone but Stoker recognizes this fact – his wife begs him to quit working as the equivalent of a human punching bag, while his manager Tiny (George Tobias) gives him fights and then accepts bribes as if Stoker is taking a dive rather than simply losing because he is past his prime. In Stoker’s mind, he is only one punch away from being back in title contention. So he continues fighting, in hopes that he will muster one more great performance that will land him a final payday to retire on. On this night, though, he runs into trouble when Tiny again accepts a payoff from feared gangster Little Boy (Alan Baxter) for Stoker to drop his fight against Tiger Nelson (Hal Baylor). But rather than let Stoker in on the fix, Tiny is so sure that Stoker will lose anyway that he pockets the entire payoff for himself and never lets his fighter know. So when Stoker endures all the punishment that Nelson can hand out and then begins to win the fight, the rest of his night – and possibly life – are put in jeopardy.

Sorry to repeat myself, but I am still amazed at how air-tight this movie is. The movie unfolds in real time – as evidenced by the opening and closing shots of a clock – so there is not screen time to fill in gaps in Stoker’s story or allow background for any of the characters. Even so, nearly everyone that is encountered in the film feels like a fully-developed personality, as Wise and the actors are very quickly able to make them come alive. After just a single conversation we know what makes Stoker tick. Tiny comes across as the sleazy manager that one would expect in the fight game of the 1940s. By spending time in the shared dressing rooms of the stadium, Wise introduces the different personalities of the fighters of the era. These are actually my favorite scenes in the film. Some of the fighters are delusional, like Stoker, dreaming of being “just one punch away.” We meet a baby-faced amateur who is scared stiff to be making his pro debut. One contemplative pug reads a Bible as he waits for his fight, prompting a cornerman to joke about him “making book on the hereafter.” And we also see the inherent danger of the sport, as one overmatched fighter is dragged back to the dressing room in dreadful shape. The audience only sees these characters for brief bursts, but everything is made to count, and we learn enough about them to care. It is a testament to the strength of Art Cohn’s screenplay that this holds true for every character in the film.


Robert Wise and cinematographer Milton Krasner probably deserve some credit for this element as well, but I’ll give them props in how they magnificently flesh out the feel of a fight town. Paradise City at night comes alive, with everyone bustling to and from the stadium as the night’s fights are beginning. Krasner manages to evoke both a smalltown and menacing feel to the city streets – he makes great use of shadows, light and dark contrasts, and unceasingly flashing lights. Everything happens at night and Wise and Krasner make sure that this fact is never forgotten. The crane shot that starts the film is textbook moviemaking. And the fight scenes are intense and dramatic. The brilliance of the work of Wise and Krasner cannot be overstated. This is one of the best look films of the decade, which thankfully has a wonderful DVD release form Warner Brothers so that it can really be taken in and appreciated.

I don’t want to give the actors short shrift, but I have to keep this to a reasonable length in comparison to the other essays! Robert Ryan really does turn in an outstanding performance. Where he normally played brooding characters in noirs, here his Stoker is a much more likable hero and Ryan is equally as adept. Still, no matter how good the performances, I remain transfixed by the taut technical components of the entire film. Some might dispute this claim (I know Sam loves West Side Story!), but I think that The Set-Up tops anything that Robert Wise ever directed. It is noir, sports, and drama at the highest level. I'll close with some beautiful shots from the gut-wrenching conclusion.

#66: Clash by Night (Fritz Lang, 1952)

Released: June 18, 1952

Director: Fritz Lang; Screenplay: Alfred Hayes based on the play by Clifford Odets; Cinematography: Nicholas Musuraca; Music: Roy Webb; Producers: Jerry Wald and Norman Krasna; Studio: RKO

Cast: Barbara Stanwyck (Mae Doyle D’Amato), Paul Douglas (Jerry D’Amato), Robert Ryan (Earl Pfeiffer), Marilyn Monroe (Peggy), Keith Andes (Joe Doyle), Silvio Minciotti (Papa D’Amato), J. Carrol Naish (Uncle Vince),

- “Listen to me, blondie. The woman I marry, she don't take me on a wait and see basis. I ain't a dress she's bringin' home from the store to see if it fits and if it don't, back it goes. In my book marriage is a two-way proposition - you're just as much responsible as I am. So, that little eye is gonna roam... if what you think is Joe's alright until somethin' better comes along... honey, you better take another streetcar.”

A fitting film for Valentine's Day, no? (If you could see my face now, you would see a sly grin...)

At any rate, I have the same reaction to Fritz Lang’s Clash by Night almost every time I watch it. I tend to come away from each viewing with a positive memory of the film, meaning that each time I re-watch it I go in with the idea that it is undoubtedly among the best American films Lang ever made. Then, about midway through, I start to wonder what kind of fumes I’ve been sniffing, as I start to question how I could be placing this in company with Scarlet Street and The Big Heat. And then, with about 30 minutes to go in the film, I do yet another about-face and return to my original position that Clash by Night really is outstanding work from a master. Its placement in the countdown should make clear that my ultimate judgment comes down closer to masterwork than middling, but I stop a bit short of classifying it as top-flight Lang. As strong as that final half hour is, I have to admit to finding myself wandering at times through the middle.

But… Wow, what a potent conclusion, like a runaway train that you’re watching steaming straight for the end of the tracks. It might not actually go completely over that edge, but it comes distressingly close.


This is yet another noir based on a play, this time with the source material being written by the great Clifford Odets, who himself would write a few classic Hollywood screenplays. The storyline is deceptively simple: Mae Doyle (Barbara Stanwyck) returns to her hometown fishing village after a failed marriage in the big city, staying with her brother Joe (Keith Andes) and his fiancée Peggy (Marilyn Monroe). World weary and cynical, Mae surprisingly falls for naïve fishing boat owner Jerry D’Amato (Paul Douglas). The two are married, have a child, and appear to living the ideal small town life. But that façade is shattered when Mae shockingly becomes involved in an affair with Jerry’s longtime friend – and sometimes patronizing companion – Earl (Robert Ryan). Having been a softy his entire life, akin to a big lovable teddy bear, Jerry suddenly snaps when he learns of the affair. Fearing he might due something awful, such as kill Earl, he opts instead to leave with his child.

The themes and implications of the film have been written about by far more astute analysts and scholars than me. For a great analysis, I’ll go ahead and direct people to a review from Tony D’Ambra at FilmsNoir.net. Tony is spot on in his reading of the themes, particularly regarding the finale. Clash by Night is, most of all, about redemption, particularly for Mae. Again, check out Tony’s review, as any further analysis by me would mirror the thoughts that he has already penned.


Instead, I just have some general observations that came to me while watching this for the third or fourth time (I’m not sure which). First, it validated the theory I put forth in the entry for On Dangerous Ground, where I wondered if maybe my lukewarm feelings toward Robert Ryan are more a reflection of the characters he played than antipathy toward him as an actor. Earl Pfeiffer is a movie character that I genuinely hate. Even before the affair is revealed, he’s the kind of guy that comes off as absolutely insufferable – always complaining, throwing out backhanded compliments with a smug smile on his face. I know that there are noir villains who do much worse things than him – the usual murders and whatnot that populate noir – but I can’t think of a single one I dislike more than Earl Pfeiffer. Second, that short monologue that is at the beginning of this article is one of great slices of dialog I’ve yet come across. It’s delivered by Joe Doyle (Keith Andes) to Peggy (Marilyn Monroe) right after Mae has left to run off with Earl. Perfectly written, perfectly delivered, it makes an otherwise routine performance from Keith Andes stick out to me. Third, and finally, if anyone needed any further proof that Marilyn Monroe could act, I think that her supporting, albeit minor, performance here should do the job.

The bona fides of Lang and cinematographer Nicholas Musuraca are known by everyone reading this, so there really is little need go into detail on their work. I will just acknowledge that they capture the feel of a small fishing town quite well, particularly in the opening sequences of the film. You really get the sense that everything in the town centers on fishing, canning, and everything that goes with it, contributing a unique atmosphere.

#77: On Dangerous Ground (Nicholas Ray, 1952)

Released: February 12, 1952

Director: Nicholas Ray; Screenplay: A.I. Bezzerides and Nicholas Ray based on the novel Mad With Much Heart by Gerald Butler; Cinematography: George E. Diskant; Music: Bernard Hermann, Paul Sawtell (uncredited); Producer: John Houseman; Studio: RKO

Cast: Ida Lupino (Mary Malden), Robert Ryan (Jim Wilson), Ward Bond (Walter Brent), Charles Kemper (Pop Daly), Anthony Ross (Pete Santos), Ed Begley (Capt. Brawley), Ian Wolfe (Sheriff Carey), Sumner Williams (Danny Malden), Gus Schilling (Lucky), Frank Ferguson (Willows), Cleo Moore (Myrna Bowers), Olive Carey (Mrs. Brent), Richard Irving (Bernie Tucker), Patricia Prest (Julie Brent)

- "You get so you don't trust anybody..."

OK, if the placement of Stray Dog failed to produce dismay, perhaps this one will? (BIG GRIN, particularly toward Sam, who I know is a champion of this one)

This Nicholas Ray film is an interesting entry in the countdown for me. When I originally sat down and made a tentative Top 100, trying to roughly map out the films that I would include, On Dangerous Ground was a borderline selection. Depending on how some recently acquired movies went over, there was at least the possibility that it would not even make the countdown at all. It was one that I knew that I needed to revisit, as it had been some time since my only viewing. The result should be pretty obvious, as it is here in the countdown and is nowhere near being borderline. It still likely remains much lower than a lot of readers will rank it, but in re-watching it I realized that it truly is another outstanding movie from Nick Ray.

Even more importantly for me as a noir fan, watching it for a second time made me realize something about my own appreciation of a particular actor – Robert Ryan. Earlier in the countdown, I had mentioned that I’ve never considered myself a big fan of Ryan’s. I still wouldn’t cite him as a personal favorite. But I did have an epiphany of sorts while watching him as hardened, bitter cop Jim Wilson. I realized that perhaps this is precisely the type of reaction that a lot of his roles are meant to elicit. While Ryan is usually the nominal hero of his films, he tends to play characters that are not very pleasant. So it would only be natural that Ryan and his characters do not have the same sort of restrained cool of Bogart or the casualness of Mitchum. Maybe his performances are actually so good that my leeriness of his characters is actually high praise? I’m still not completely certain where I come down in answering this question, but it’s an interesting thought that came to me about midway through this film.


Ryan’s Jim Wilson is an embittered officer who has been reprimanded by the department on a number of occasions for excessive use of force. After yet another incident of beating a confession out of a prisoner, his superiors decide to get him out of the city to assist on a murder investigation in a nearby rural town. It is a striking change of scenery, as the early parts of the film have a gritty, realistic feel of patrolmen on the beat, cruising the crime-ridden streets of the big city. Wilson is then sent to a snow-covered countryside, hunting a killer that could be roaming any of the nearby farms. Wilson goes on the hunt, alongside the shotgun carrying father of the slain girl (Ward Bond), and eventually follows the killer’s trail to a house inhabited only the blind Mary Malden (Ida Lupino). Mary is the killer’s sister, and after first trying to cover for her brother, she slowly begins to give up key details. Falling for the beautiful lady, Wilson becomes torn between ruthlessly hunting down the killer, as he normally would, and protecting the interests of Mary.

This is a gloomy, lonely film the entire way through. Even in the early scenes, when the camaraderie displayed by the three cops working together is obvious, Wilson makes sure to keep his friends at arm’s length. The second half gives the comparison between the loneliness of Wilson, brought on by psychological pressures, with the loneliness felt by Mary due to her physical ailments. While Mary doesn't display the bitterness always shown by Wilson, it is still obvious that she too is restless about the situation she finds herself in – fending for herself on a remote farm, trying to manage a mentally unstable brother. Ward Bond gives an admirable performance as well, but the chemistry between Ryan and Lupino that works best.


Well, that works best as far as acting goes. The greatest achievement of the film is actually Bernard Hermann’s score. Many consider it his greatest work. I don’t go that far, as he has other classics to his credit, but he provides stirring music throughout.

After singing its praises during this write-up, why then is this one ranked at #77 and not much higher? I can’t exactly put my finger on it. It just lacked a small something to enter the category of “great” for me. I still am somewhat given pause by Wilson’s abrupt change of personality upon meeting Mary, without any real progression toward his new, understanding way of thinking. But it’s a far better film that I originally judged it and reinforces my admiration for Nicholas Ray.

#96: House of Bamboo (Samuel Fuller, 1955)

Released: July 1, 1955

Director: Samuel Fuller; Screenplay: Harry Kleiner and Samuel Fuller; Cinematography: Joseph MacDonald; Music: Leigh Harline; Producer: Buddy Adler; Studio: 20th Century Fox

Cast: Robert Ryan (Sandy Dawson), Robert Stack (Eddie Kenner/Spanier), Shirley Yamaguchi (Mariko), Cameron Mitchell (Griff), Brad Dexter (Capt. Hanson), Sessue Hayakawa (Inspector Kito), DeForest Kelley (Charlie), Biff Elliot (Webber), Sandro Giglio (Ceram)

I know, I was shocked too when I found out that Robert Stack did something other than creep out young kids with his chilling narration and startling persona on Unsolved Mysteries…

I’m kidding of course, as his greatest fame is undoubtedly as Eliot Ness in The Untouchables. But to those of my generation, he will almost always be identified as that scary guy who hosted Unsolved Mysteries. Here, though, he is paired with a director that is perfectly suited for an actor that can capably exude a tough guy persona. Stack is not only capable, but shines as this type of character, playing Eddie Kenner as a tough guy that feels very authentic. In many noir and gangster pictures of this era, the macho tough guys come across as caricatures or imitations of past celluloid hoods. Stack as Kenner, on the other hand, feels real, as does Robert Ryan for that matter, lending the key dynamic of the film a sincerity that elevates the film. Aside from the visuals, this is what sticks with me most from House of Bamboo – the genuinely brutal nature of principal characters. It doesn’t feel like fictionally created bravado, but rather the callousness that would be necessary to truly dominate a criminal empire.


This is a loose remake of 1948’s The Street With No Name, another classic-era film noir that (drum roll please…) I’ll go ahead and reveal will also be seen in this countdown. So I obviously enjoy the original a bit more. Still, it has to be acknowledged that the theme of an ex-con being used by the police to infiltrate a gang is not exclusive to The Street With No Name. The connection between the two is made even stronger, though, by the fact that both screenplays were written by Harry Kleiner, so there is no denying the direct inspiration and influence of the 1948 film. Fortunately, this remake is distinctive enough to stand on its own, due to both its production and its unique setting.

The most obvious change is the fact that Fuller’s film is shot in color and CinemaScope, which in the minds of some traditionalists goes against the true nature of noir. And while I’ll concede that I like to see the stark blacks and whites of the classic era, I disagree. In fact, the cinematography in this film is outstanding. It is also aided by being one of the first movies shot in postwar Tokyo. The nature of the locales has an exotic flavor, highlighting unknown entities like pachinko parlors, Buddha statues, the unique houses and buildings frequented by the various characters. Even though everything is shot in color, these Tokyo streets and parlors retain the gritty feel of underworlds across the globe. The outdoor scenes are beautiful as well, particularly the opening train robbery sequence in which Fuller and cinematographer Joseph MacDonald make full use of CinemaScope to highlight the wide open scenery of the Japanese countryside. The image of the train moving across an overpass, with the towering Mount Fuji in the background, is exquisite stuff.


It aspires to be something more than a simple cat-and-mouse crime story, but what holds it back slightly is the fact that it never elevates to that level. There seems to be a statement being made concerning the clash of the American and Japanese cultures, but the Japanese female lead tended to drag the story. It works best as the brutal crime film it truly is, allowing Fuller to craft that tough guy characters that he loved to work with.

#99: Act of Violence (Fred Zinnemann, 1948)

Released: December 21, 1948

Director: Fred Zinnemann; Screenplay: Robert L. Richards based on a story by Collier Young; Cinematography: Robert Surtees; Music: Bronislau Kaper; Producer: William H. Wright; Studio: MGM

Cast: Van Heflin (Frank R. Enley), Robert Ryan (Joe Parkson), Janet Leigh (Edith Enley), Mary Astor (Pat), Phyllis Thaxter (Ann Sturges), Berry Kroeger (Johnny), Taylor Holmes (Gavery), Harry Antrim (Fred Finney), Connie Gilchrist (Martha Finney), Will Wright (Boat Owner)

- "You'd better check with your husband... I don't think he'd like that."

Here is another movie early in this countdown that I rate a bit lower than most other observers, but still an outstanding noir, coming from a director not normally associated with this type of film. It is an obvious precursor to classics like Cape Fear, and for the first thirty minutes or so it is every bit the equal of the later Mitchum-led film. Ultimately, it fails to maintain the tension created in the opening third, but the entire way through it is a feast for the eyes and a textbook in noir cinematography.

Possibly the high point of the entire film comes in the opening, wordless sequence. Cinematographer Robert Surtees employs the traditional darkness and shadows of the noir world to film a man limping past a nearby harbor. The camera follows him as he enters an apartment, methodically retrieves a revolver and picks up a suitcase. He then proceeds to a bus depot and hops a Greyhound for Los Angeles. The man, we come to learn, is Joe Parkson (Robert Ryan), a World War II veteran who survived years in a Nazi POW camp. He is trekking cross-country in order to confront a former WWII comrade who was housed in the camp with him. Joe is convinced that Frank Enley (Van Heflin) was the cause for the massacre of a number of inmates as they tried to escape from the camp. Joe was only wounded in the shootout, but the experience leaves him determined to get even with Enley. So he begins to stalk him like a lion does its prey, terrorizing Enley and his young wife Edith (Janet Leigh). His late-nights visits terrorize the couple, to the point that Enley has to physically retreat from his own home. After years of trying to bury his traitorous act, Enley is clueless as to how to respond to the reappearance of his former pal.


The lead performances are solid enough. I have to be honest that Robert Ryan has never been a personal favorite of mine, so if a movie depends upon him exclusively to carry a film, it’s probably going to fall short for me. Van Heflin fits the role of the ideal husband and businessman craftily hiding a dark secret. But the true stars remain Zinnemann and director of photography Robert Surtees – and in all honesty, I’m going to focus on Surtees, a man whose name should be more well-known than it is. Those that don’t immediately recognize his name will certainly be familiar with his credits – King Solomon’s Mines, Ben-Hur, Mutiny on the Bounty, The Graduate, The Last Picture Show, and The Sting just to name a few. What is the best cinematography that he produced in his career? That’s a highly debatable topic, but I would argue that The Last Picture Show is the only one that might outdo his work in Act of Violence. Surtees and Zinnemann combine to produce some of the most iconic shots in all of film noir. Just look at the screencap below, of Enley running out of a tunnel as if being pursued by some inescapable horror. That, to me, is a perfect summation of this entire style and era of films.


For me, the story at times falters, and there were certain episodes that had me scratching my head. For instance, I understand Enley’s need to just get away from the situation when Joe suddenly appears, but just running off by himself and leaving his wife to fend for herself seemed… bizarre. Little things like that, which probably did not bother others, but that stick with me. Stylistically, though, Act of Violence is top-flight noir, worth viewing if for no other reason than to marvel at the aforementioned opening sequence and the well-paced finale in which Frank makes peace with his past.