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The Set-Up is directed by Robert Wise and stars Robert Ryan & Audrey Totter. The screenplay was adapted by Art Cohn from a 1928 poem written by Joseph Moncure March. The story (played out in real time) sees Ryan as Stoker Thompson, a 35 year old nearly washed up boxer still trundling around the circuit believing he's still got what it takes to become a champ. In spite of pleas from his fretful wife, Julie (Totter), Stoker gets in the ring with Tiger Nelson (Hal Baylor), a man 12 years younger. Unbeknownst to Stoker, though, his manager Tiny (George Tobias) has struck a deal with underworld gangster Little Boy (Alan Baxter on prime sweaty and icy form) for him to take a dive and let Nelson win.

What first struck me the most watching this was just how vile everyone apart from the boxers are. The fighters are actually the only ones with honesty and integrity running through their veins. These guys are the ones with the self respect being a chief issue for them, they are fighting not just for glory, but for a basic human trait. The first half of the film puts us in the boxers changing room as the fighters wait to go out into the ring. Here we see the number of noble pugilists stripped back to reveal either their fears or their blind beliefs - while they in turn wait to see who comes back victorious or defeated. As they chat amongst themselves the atmosphere is palpable and Wise excellently uses cutaways to the excitable and blood thirsty crowd. The impact is to that of a gladiatorial arena and shows the sport to be seedy yet utterly beguiling at the same time.

Then it's on to Stoker's fight where Ryan is terrific (he actually boxed for College for 4 years). Thompson is a character so stand up, yet driven by foolish pride, it puts Stallone's Rocky Balboa firmly in the shade, his whole "just one punch away" mantra is truly wonderful and heartfelt and leads to one of those endings that are frustratingly brilliant in its bittersweet closure. The whole fight with Nelson has a beautiful fluidity about it (former pro boxer John Indrisano choreographed it), with Milton R. Krasner's photography keeping it grim and humanistic - both in the ring and out on the darkly lit L.A. streets as Totter's conflicted wife ponders a potential battering for her stoic husband.

Boosted up by a towering performance from Ryan, and dripping with a film noir sense of desolation, The Set-Up is a simple but powerful boxing gem. A film that gets down to the nitty-gritty of the fighters and the seedy people that surround them. 9/10

The Set-Up (1949)

This might be the best boxing movie ever made. It's kind of the opposite of "Rocky," of course (this one is about the small points, and not about becoming champion). But it's also the opposite of the two other classics that come to mind: "Raging Bull" and "Body and Soul."

Director Robert Wise made sure that everything here felt authentic and gritty--almost too authentic and gritty. You marvel at all the types in the crowds, inside and outside the ring. You notice the small rooms, the ordinary props, the lack of glamour. If you aren't afraid of the word mise-en-scene, this has created it perfectly. It's transporting.

And moving. Robert Ryan in the lead pulls out some of his best, subtle reactions. He's sometimes prone to strained expressions that may not always fit his character, but here he is thoughtful and determined and showing signs of being the old wise man in the crowd as the younger boxers act cocky or scared.

Then there's the plot drawn out of the title. It's a good thing this doesn't dominate the movie, at least not until the end, because the real plot has to do with a man coming to grips with the end of his career. And with a woman who loves him truly. It's great stuff.

Bill "Stoker" Thompson is 34, not old perhaps but in the world of boxing that makes him an old man. Despite the protestations of his wife Julie, Stoker still believes that one more punch, one more fight will see him making it into the marquee fights and the big time rather than being on the support bill. As he waits in the dressing room full of similar hopefuls (some his age and tired, others just starting and full of big dreams) his trainer is busy making the fix with the opposition – for Stoker to go down like a $10 ho and not last the distance. However, Stoker isn't told as his manager assumes that Stoker losing is a given and that the "fix" is unnecessary and easy money for them all; however with Stoker feeling this is "the one", it may not be that simple.

Although Rocky is the one that most people will throw at you when you ask them to name a great boxing movie, The Set-Up is much, much more interesting as its aspirations are empty, its sights never getting much beyond the gutter and the men merely small players in a game that never plans for them to win. The narrative is essentially about Stoker entering a fight not aware that he has already been bought to lose but the actual film is much better than this limited plot suggests. For much of the first third we are treated to an intimate look at the small time boxers – whether it be the punch-drunk old timers or the youngster who believe that they will only be doing this level for one or two fights before hitting it big. This is the reality – as much as we love to see the Rocky tale of the underdog getting his day in reality the underdogs of life generally remain just that – underdogs. In this section of the film this is very well painted and, although the characters are not deep enough to be people they are definitely well enough written to be interesting and engaging.

The other two thirds of the film are concerned with the fight and the aftermath, with the fight taking up the majority of the second half of the film. The fight is realistic and tense throughout, I was genuinely unsure how it would go. The aftermath is short and punchy (sorry!) and is effectively dark and gritty for it. The end result is a film that is dark, low key and gripping throughout; it exists in the gutter, in the small time where all our characters seem destined to remain regardless of heart or talent. The cast deliver well, particularly the lead role from former college boxer Ryan. He is really in touch with his character and delivers convincingly in his dialogue, his boxing and his mannerisms; while in the dressing room his facial responses to other boxers show thoughts within his head and conflicting emotions that his experience and age allow him. He is the dominant figure of the film and his is a great performance. Totter is a little less refined but her emotional delivery works well in both of her main scenes with Ryan – although her wandering the streets could perhaps have been trimmed a little bit. The support cast are less well written but do still play their parts well enough but it is Ryan's film and worth seeing for him alone.

Luckily he is not the only reason to see it as the film is engaging, well written, dark, gritty, tense and very enjoyable. The lower number of votes (and potentially therefore, younger viewers) is a tragic state of affairs considering the class on display in this short punchy product and I for one will be answering "The Set-Up" when asked to name a great boxing movie.

This is an awfully hard and brutal movie, produced at the end of the brief, rather high end Dore Schary regime at RKO (1946-48), just prior to Howard Hughes' purchase of the studio, which led to the company's slow, agonizing decline that forced it, or rather its new owners, to close it down ten years later. It's the story of an aging boxer, over the hill but still harboring a measure of optimism, really a sort of pride. In this tragic role Robert Ryan is superb. Tough, compassionate, deeply ethical, realistic, and yet with just enough of the dreamer in him to keep him emotionally afloat, Stoker Thompson represents the best qualities of the so-called common man. In an earlier, more heroic age, he might have been a knight; but alas we do not live in such a time, thus his personal qualities go unnoticed by all but his wife. In this role, Audrey Totter is almost as good as Ryan. Some of her scenes are unforgettable, as when she tears up the ticket to her husband's fight and throws it over the bridge into the steam of an oncoming train; or when she watches a bunch of silly teenagers "play" at boxing with a couple of performing puppets, which at first amuses her, then horrify her when she realizes her own and her husband's fate in this little "play" scene.

The film is a masterpiece of design and composition. Director Robert Wise never made a better picture than this. The movie, like High Noon, plays out in real time, and as a result has an air of urgency to it. Adapted from a poem by Joseph Moncure March, which tells essentially the same story, but with the main character a black man, Wise and scenarist Art Cohn take considerable liberties here that purists' might not care for. In the poem the setting is New York, while in the movie it's a tank town called Paradise City, a far cry from New York even if it's in fact less than a hundred miles away, upstate, or in New Jersey or Pennsylvania. The film never makes this clear. Here and there hints are dropped that the setting might be California. It doesn't matter. The Paradise City boxing arena is a place for young guys on their way up and old guys on their way down. It's a million miles from Madison Square Garden, and that's all that counts.

The film's settings are beautifully realized; and Milton Krasner's photography is no less brilliant. The central street, all blinking lights, and yet shadowy and black in odd places, is a perfect visual metaphor for the action of the film; while seldom have the denizens of a small city looked more menacing. Men in garish ties and fedoras jostle each other on the sidewalk as they pass by. They are a hard, apathetic breed, and hungry for sensation. Inside the arena we see humanity at its least admirable, as there is an undercurrent of sadism in even the most innocuous-seeming fight fans, such as a blind man ("go for his eyes!). We sense that these people come not so much to see a favorite boxer win as a hapless boxer lose.

In the center of all this is Stoker, a man with character surrounded by people who couldn't care less. As his handlers, a porcine, toothpick-chewing Percy Helton, and a thick-witted George Tobias, are superb. In a somewhat smaller role, Edwin Max, in pinstripe suit, with pencil-line mustache's, and what look like three soggy Salada tea bags under each eye, is visually perfect as a small-time something, not even hood, just a guy who runs around and does things for the big guy, played by Alan Baxter, a sort of anti-Stoker, a man without qualities who goes to great lengths to show that he has class and principles, when in fact he has neither. The man is a monster, and he doesn't even have guts. When Stoker punches him in the face he lets his goons do the dirty work.

The interior lives of the two main characters in this film suggest an affinity with the humanistic stoicism Hemingway, while the surface is closer to Weegee and Walker Evans. Overall, though, the movie is pure RKO; its courage-in-the-face-of-adversity theme suggests, almost uncannily, this odd man out among the major studios' history and future, and the best qualities of those who worked there.

If your taste runs to happy endings and beautiful people than stay away from The Set-Up. But if gritty and realistic drama is your taste you can't do better than this noir classic about the world of boxing. The Set-Up anticipated Rod Serling's Requiem For a Heavyweight by a decade as it deals with the same issues about a boxer at the end of his career.

Anthony Quinn might very well have seen Robert Ryan in The Set-Up when he played Mountain Rivera in Requiem For A Heavyweight. Rod Serling must have seen it as well. Both films deal with a boxer at the end of his career, but who has a lot of pride. Manager George Tobias and trainer Percy Helton get an offer from gambler Alan Baxter who is backing an up and coming heavyweight contender Hal Baylor. Ryan is just another step up the ladder, a ladder when Ryan was younger he was climbing. Tobias and Helton agree to take a dive, but no one can broach the subject to Ryan.

Which sets it all up for the final match and the aftermath where Ryan betrayed by all hangs in on nerve and pride alone. What happens afterward is for you to view, but don't expect the same kind of resolution that Requiem For A Heavyweight gave.

A really big surprise here are George Tobias and Percy Helton who normally play comic parts are quite serious here as a pair of fight game characters. The performances are so atypical of the work you've come to expect from both.

Ryan's amateur boxing career no doubt stood him in good stead for this role. He makes a rugged looking boxer who's been through the ring wars over and over again. That helps him in this latest encounter.

The sets are gritty and realistic, in fact I've never seen an urban area done so well until Otto Preminger's The Man With The Golden Arm debuted six years later. Preminger also might have been influenced by The Set-Up when he made his classic.

Although unnoticed at first, The Set-Up has slowly built a reputation as one of the great noir films out of RKO and one of the best boxing films ever made. For myself it certainly influenced a lot of people.

I love Robert Ryan films. Whether playing a scum bag or a hero, his gritty and realistic performances have always impressed me. One of his better films is this boxing flick. Ryan is an old washed-up boxer who is expected to take a dive. Through much of the film, you really don't know what he will do--throw the fight or try to salvage some of his dignity. And, I gotta say that the boxing scenes are brutal and realistic--it really HURTS to watch the fight. If you like the films THE HARDER THEY FALL or REQUIEM TO A HEAVYWEIGHT, then is this movie for you! In fact, try watching all three to get a look at the less glamorous and seedy side of boxing.

Robert Wise was one of Hollywood's most versatile and talented directors, but amidst all the classic films he made, this one was purportedly his personal favourite. It's easy to see why. Seedy, gritty, and stark, it's about as subtle as a hard right to the jaw. Ryan - one of the most underrated actors in American cinema - delivers a superb performance as Stoker, an aging boxer looking to salvage his dignity if not his career. It's a moral choice that could cost him his friends, his marriage and his future. Among the many interesting facets of the film is the use of other boxers on the night's ticket to reflect and reveal aspects of Stoker's own character - the loss of his youthful dreams, the fear of pain and permanent damage. Wise reserves such subtle devices for Stoker alone - every other character is rather one-dimensional, though this came across to me as a conscious choice to better fit the story into the 'real time' format, and to keep us focused solely on Stoker's story. The camera work and visuals are as stark and as potent as the story, carefully chosen to reflect the emotional beats of the story. Overall, an archetypal example of film noir not to be missed. Don't consider yourself a true film buff until you've seen this movie!

Tense Noir picture dealing with boxing corruption and personal integrity . The movie takes place in real time concerning a big fight winds up to real tragedy , which turns out to be one of the best boxing movies of all time . Starred by Bill 'Stoker' Thompson (Robert Ryan in the title role playing one of his earliest characters as main star and he was a boxing champion while a student at college) as the has-been fighter as well as fiercely independent . He is an upright boxer who refuses to disregard his principles as he insists he can still win an important bout , though his beloved wife Julie (Joan Blondell was originally considered for the part of Thompson's wife before the part went to Audrey Totter as victimized spouse) pleads with him to quit . But his coach Tiny (George Tobias) is so confident he will lose , he takes money for a "set up" from gambler Little Boy (Alan Baxter) without bothering to tell Stoker . Suspense builds as Stoker hopes to win Tiger Nelson (Hal Baylor) , unaware of what will happen to him if he carries out .

Deeply stirring as well as claustrophobic movie based on an interesting screenplay , it is a noir drama about boxing world with a honorable starring well personified by Robert Ryan and well drawn roles . Based upon a narrative poem published in 1928 by Joseph Moncure March, who gave up his job as the first managing editor of "The New Yorker" to devote himself to writing. One of the first films to be shot using the device of real time , in fact the film lasts the same length as the deeds it depicts. Other notable examples of this narrative device are High Noon (1952) and Nick of time (1995). Very good acting by Robert Ryan as an over-the-hill boxer , role who marked his illustrious career . Producers said they were willing to cast a black actor as the lead character , as it was originally written, but since there were no African-American leading actors in Hollywood at the time, he was obligated to switch the character to a white man . Main starring is supported by Hollywood's finest character actors such as George Tobias , Alan Baxter , Daryl Hickman and Wallace Ford , John Ford's brother. The violent boxing images shocked audiences of the 40s and still retains quite power nowadays. It's a grueling boxing tale with tough realism full of face-blistering, punch, knocks until ¨Raging Bull¨ surpassed it years later . In fact , Martin Scorsese is a big fan of the film and was so impressed by the boxing sequences that he had to deliberately avoid copying any of Robert Wise's camera tricks when it came his turn to make a boxing movie, Raging bull (1980). This results to be one of two boxing movies released in 1949 which are now considered seminal examples of the genre , the other films being Mark Robson's The champion (1949) and The harder they fall also directed by Robson . Dark cinematography in black and white plenty of of lights and shades by Milton R. Krasner . Atmospheric and appropriate production design by RKO's classic designer Albert D'Agostino.

The motion picture was compellingly directed by Robert Wise and the shoot took twenty days . With this ¨The Set up¨, his ninth for RKO, Robert Wise fulfilled his contract with the studio and was able to go off and freelance for other studios . As he was a successful director of all kind genres as musical as ¨West side story¨, ¨The sound of music¨ , Sci-fi as ¨The day the earth stood still¨, ¨Star Trek : the motion picture ¨, ¨The Andromeda strain¨ , Terror as ¨The body snatchers¨ , ¨ Curse of the cat people¨, ¨Audrey Rose¨ , ¨The haunting¨ , Western as ¨Blood on the moon¨, ¨Tribute to a bad man¨, Epic or colossal as ¨Elen of Troy¨ and wartime as ¨The desert rats¨, ¨Run silent , run deep¨ , ¨Hinderburg¨ , ¨The sand pebbles¨ and this his best film : ¨The set up¨. Rating : Better than average . Worthwhile watching .

Fight scenes-wise, this was "Rocky" almost 30 years before there ever was a "Rocky." It was the same kind of unrelenting (and unrealistic in that no matter how bad the beating the good guy was getting, the good guy couldn't lose) boxing action that Sylvester Stallone likes so much.

But, don't get me wrong, I liked this film. It was good stuff. 'Rocky" was drama, romance while this was film-noir.....and solid film-noir, too.

Robert Ryan, playing a 35-year-old aging rank fighter, gives it his all against an up-and-coming kid, not knowing that he supposed to take a dive. He finally finds this out (his manager didn't tell him) and by then, he was not going give up trying against his opponent.

There are so many punches thrown in this four-round bout it will make your head swim. The best part of this film, to me, was the cinematography, which was outstanding. Kudos to director Robert Wise for the photography. There are a lot of nice facial closeups in here, all of which look sharp on the recent DVD transfer.

Humor is thrown into this film-noir as we see a variety of boxing fans, from the bloodthirsty woman to a fat man always eating to another guy acting out the action while in his ringside seat. They provide some much- needed respite from the grim story. Ryan, as he usually was, is interesting to watch. The ending of the film is a tough one and, I found tough to watch at times.

Note: the film was done in "real time" - a 72-minute period in the life of the boxer Ryan portrays.

ROBERT WISE 1914-2005 The clock reads 9:05 in the p.m. And the nighttime streets are teeming. The entrance to the athletic club is especially busy. It's fight night. Crammed into a small, tawdry locker room, the young hopefuls and old dreamers who comprise the boxers prepare to do battle. Each fighter feels it's his night to win. Each fighter is certain that he is "one punch away" from the big time, perhaps even a chance at a championship. Off in a corner, one fighter, the aging Stoker Thompson, clings to his illusions with heartbreaking desperation.

By the time the viewer reaches that early scene in Robert Wise's shattering THE SET-UP, one is already immersed in Stoker's bleak existence. Milton Krasner's sinuous camera opens the film with a graceful crane shot, smoothly setting the film's tone by quickly establishing a sense of place and people. Almost as quickly, Art Cohn's screenplay begins to pepper you with sharp, terse dialog. Scenes unfold with alacrity, extending just long enough to deepen the drama of Stoker's physical and psychological struggle. The resulting emotional turmoil is fairly excruciating.

The film's atmosphere is enveloped in a rank crudeness commingled with an unsubtle irony that jumps out at the viewer: a backwater, honky tonk town called Paradise City; a fleabag flophouse dubbed Hotel Cozy; glaring neon letters flashing over the nightmarish streets: "Dreamland". Meanwhile, inside the boxing arena, circling the ringside, waits the paying public, an especially vicious cross-section of humanity, shouting to the rafters for bloody mayhem. Yet the cruelest twist is meted out to the too old Stoker, still striving to reach his battered aspirations while nearly everyone in his world, including his suffering and profoundly sensible wife, works against him.

As director Robert Wise mentions in his commentary on the DVD, 1949 produced two powerhouse films with boxing serving as a framework for the story. But while Mark Robson's terrific CHAMPION (starring Kirk Douglas in the role that made him a star) gives its central character the full biographical treatment over a long period of time (with plenty of drama and melodrama to go with it), the "real time" compression of THE SET-UP captures a brief, agonizing moment. The anguish Wise draws from Robert Ryan and Audrey Totter is remarkable, as are the performances of the other actors. Krasner's cinematography is equal to the best of that period (Alton, Howe, Robert KrasKER of THE THIRD MAN fame, Musuraca, Roe; interestingly there are shots in THE SET-UP and CHAMPION that are, except for the actors, nearly identical in composition and lighting). "I can't fight no more," Stoker moans at the end, an utterance that certifies his professional demise but also signals his chance at a new and hopefully better life.

The filmography of Robert Wise, who died on September 14th at 91 years, is well-established and known widely by film buffs the world over including the many who submit their comments to this website. However, exceptional work is always worthy of another look. Like Howard Hawks, Wise had great critical and commercial success in a variety of genres including westerns and crime films. Winning Academy Awards for two big musicals, WEST SIDE STORY (1961) and THE SOUND OF MUSIC (1965), he was also adept at horror: THE BODY SNATCHER (1945); THE HAUNTING (1963); science fiction: the peerless THE DAY THE EARTH STOOD STILL (1951); THE ANDROMEDA STRAIN (1970); and dramas laced with social commentary: I WANT TO LIVE (1958) with its focus on capital punishment, and ODDS AGAINST TOMORROW (1959) which married a crime caper plot to a biting study on the effects of racism. His career in film was charmed from the start as he edited CITIZEN KANE and THE MAGNIFICENT AMBERSONS for Orson Welles (AMBERSONS had no small controversy when Wise "saved" the film after Welles was barred from the final cut). In all, Robert Wise directed thirty-nine features, many of them memorable, with some becoming indisputable classics.

Robert Wise directed this interesting boxing drama that stars Robert Ryan as Stoker Thompson, a veteran boxer who is up for one more big fight, though his wife Julie(played by Audrey Totter) wants him to quit. What Stoker doesn't know is that his manager(played by George Tobias) has bet against him in the bout, but hasn't bothered to tell him, so convinced is he that his fighter is washed-up, but Stoker doesn't quit so easily, though that won't sit well with a mobster(played by Alan Baxter) who has also bet against him... Well-directed drama plays out effectively in real-time, with fine performances and believable story.

More than a movie, this is an urban nightmare with an atmosphere thick enough to drown in. It's a vision of some never, never land of unending shadows, cheap neons, and snaking lines. Delirious pleasure seekers crowd "Dreamland" and the "Fun Arcade" or slip into the burger joint for a greasy slab, while overhead a band blares out a feverish tune. Soon the delirium spreads out into the dark as far as far as the eye can see. And through it all, weaves the camera, in and out, as though we too are trapped in the urban inferno.

Except the real pleasure-seekers crowd around a cone of shrunken light. Beneath the bulb, endless rounds of sweaty hopefuls beat out their brains for a few bucks and the roar of blood-lust delight. There's the fat guy stuffing his mouth with each hammer blow, the timid housewife shrieking along in ecstatic release, and the office guy shadow-boxing with the boss's kisser. And in the snake pit's center, there's an old guy, beaten and bloodied, trying to salvage some dignity before he checks out for the last time. Likely, he's the only one who cares. Yeah, it's a great little movie, maybe the best ever on boxing-- with an iconic Robert Ryan, an over-scrubbed Audrey Totter, and a reptilian Alan Baxter. Don't miss it.

Robert Ryan is a victim of "The Set-Up" in this 1949 film also starring Audrey Totter, George Tobias and Percy Helton. Ryan plays Stoker Thompson, a 35-year-old prize fighter who is still trying to make it. Totter is his wife, who wants him to quit before he's crippled and/or brain-damaged. In fact, she's not even sure she can watch him fight anymore, though he begs her to come to the arena. What he doesn't know is that his handlers have accepted money for him to take a fall. They don't bother telling him because they believe he's going to lose anyway.

Hollywood has long had a love affair with the fight business. It's easy to see why - it's a visual sport and one-on-one, and there's always a story to tell, either about a loser or an egomaniacal winner. "The Set-Up" is a fascinating film brilliantly directed by Robert Wise, with the boxing match done in real time. The action switches back and forth from the arena to Stoker's wife walking through the dark city trying to sort out her feelings and ultimately ripping up her ticket to the match. Meanwhile, Stoker keeps looking out the window at his apartment window - when he sees that the lights are off, he believes she's coming to the fight.

The fight itself is incredibly realistic and brutal, and the focus is on what can only be described as sadists sitting around the ring yelling, truly man at his most barbaric in Wise's approach. The entire experience - the fight and the audience reactions - is very uncomfortable. The match is difficult enough to watch, but the aftermath is worse for the tension factor alone. Interestingly, Wise lets us see the violence in the ring and let's us imagine some of the violence outside of it later.

For a time in his career, Robert Ryan had kind of a gentle giant thing going occasionally. A very prolific actor, he could be pathetic, as he is here, or take on a character with mental or emotional problems with ease. As his career continued, he played increasingly more angry and violent men. Toward the end of his career, however, he portrayed John the Baptist and Nolan in "The Man Without a Country." He's terrific here as a sad, desperate man going for the glory when he's just about washed up; he is in a business with no humanity, yet he sticks out because he is kind and reeks of goodness. Audrey Totter is very good as his wife, who loves him and wants more for him than being beaten up. Tobias and Helton give great performances as men whose souls left them a long time ago. The rest of the cast is equally good.

This film makes a profound impression on the viewer, and if you're not interested in fighting, you definitely won't be after this film. If you're a fan of the sport, you'll perhaps ask yourself why. No matter what, you won't be unaffected.

This film is a knockout on every level, a thrilling 75-minute character study told in real time by director Robert Wise. Wise pulls haunting performances from every member of a large cast, and makes telling use of cinematography, sets and sound (every street sign and pop tune seems to comment on the character's broken emotions). Along with "They Drive By Night" and "The Third Man" the same year, "The Set-Up" brought humanity to film noir. An overlooked classic.

This is a beautiful study in despair. The simple plot is moving. The boxing scenes are excellent. The dark photography is breathtaking. And it is superbly directed.

The director is one of the two mysteries involved in "The Set-Up." Robert Wise directed some of the most incisive, searing films noir in the history of movies. He seems to have had a true feel for the down and dirty. Yet he is best known for overblown, soulless musicals in the 1960s. OK, a man has to eat. But offhand, I can't think of a more dichotomous career.

The other, sadder puzzle is its star, Robert Ryan. He had a solid career as a working actor. Yet he is nearly forgotten today. Cary Grant never won an Academy Award and there are many others, who are often cited. But how could the award have been denied Ryan, one of the finest movie actors of the Twentieth Century?

I was surprised to see this movie rated so highly, but there ya go. A problem for me was that Robert Ryan was the only actor in the movie whose characterization I bought into. The other actors all seemed not only to be playing stock characters, but doing so in a style typical 1940's movie-acting. Even Audrey Totter, whom I like, seemed "actory." Ryan, however, was in a class by himself. He seemed to be playing without technique, as if all the events in the movie were all really happening to him.

AS to the fight sequence, while completely believable, it just went on too long for my taste. And it was not helped by reaction shots of various characters that were so numerous as to become repetitive.

I give a it a 7, but primarily for Robert Ryan.

A nearly perfect small B movie from director Robert Wise.

Robert Ryan beautifully plays an aging boxer aching for a win, whose manager has so little faith in his abilities that he hasn't even told him he agreed to a fixed fight, so certain is he that Ryan will go down without having to lay down. Audrey Totter is Ryan's wife, tired of a life spent in flea-bag hotels in forgotten American towns, worrying that each fight will be Ryan's last. Ryan couldn't be better, and he's become one of my favorite noir actors. Totter is a little less well served by the script, but she's fine for what she's asked to do (for a very different performance, see her as a deliciously evil femme fatale in "Tension" from 1950). The movie takes place in real time, and it provides a fascinating, almost documentary like look behind the scenes of the boxing world. We see the boxers preparing for their bouts, both the young ones who are just starting out on their careers and the old ones who are clinging to theirs' out of desperation. Ryan's boxing match is filmed in its entirety with fantastic editing adding to the excitement. The movie is completely lacking in sentimentality and has a marvelous authenticity to it that reminded me of some of the superb, gritty and naturalistic films that would become vogue in the 1970s. In many ways, "The Set-Up," for all its modest budget and ambitions, feels way ahead of its time.

A little known film, but one absolutely worth checking out.

Grade: A+

Aging small time boxer is coming to the end of his career and a deal is set up such that he will take a fall in his next fight. Ryan is determined to win.

One of, if not the, best boxing films with not a bum note in sight. Ryan, who was an amateur boxer, is excellent in the lead, but the strength of the first half is the atmosphere of the stadium and the surrounding streets where all life is taking place, the various audience members baying for blood and the changing rooms full of sweaty maybes and has beens preparing to go on. The supporting cast, particularly Audrey Totter who loves Ryan and fears so desperately for his him, are universally terrific throughout this section which leads into one of the best and wholly convincing boxing matches on film - very exciting - will he / won't he etc. Great film.

The Set-Up is a film about a boxer who might be at the end of his career and he gets caught up in a plot by a gangster to fix the fight. I really enjoyed the structure of the story because it takes a somewhat different twist on this familiar script. All it took was one change to the formula in order to make it click for me. The only real change was the fact that our lead actor goes into the fight not knowing about the fix at all. So it's not a morality tale where he must wrestle the entire time with what to do. Instead we get this level of tension waiting to see what will happen whether he wins or loses, because both could be disastrous. At certain points I couldn't figure out which outcome would be the most beneficial or satisfactory.

Robert Ryan did a great job in the lead role of The Set-Up. He was convincing as a determined fighter with a desire to prove something, and you could also feel his pain as he got beat up. However, where the actors looked like people who had taken a beating, the actual fight itself was terrible. I don't know if boxers just fought differently in the 1940s, or if it was staged poorly for the camera, but it didn't feel real. I couldn't believe the punches were connecting, and they rarely looked like they'd even cause a bruise if they did connect. Considering it's a short film and such a large part of it is the fight itself, that took some of the drama out of the movie for me. I cared about what would happen, but didn't get as involved in the fight as I'd like. Still I can say The Set-Up was a solid film that I enjoyed despite some of its shortcomings.