Set-Up, The (1949): Robert Wise’s Film Noir Boxing Drama, Starring Robert Ryan in Top Form

Robert Wise directed The Set-Up, a gripping, tautly constructed film noir boxing drama, starring Robert Ryan in his most fully realized screen roles.

Grade: B+ (**** out of *****)

The Set-Up

Theatrical release poster

The screenplay was adapted by Art Cohn from a 1928 poem, written by Joseph Moncure March.

Grade: B+ (**** out of *****)

Ryan plays Bill “Stoker” Thompson, a has-been boxer of 35, about to take on an opponent at the Paradise City Arena. Though aging and washed up, Stoker still believes that he’s “just one punch away” from earning a big lump of money that will enable him to open his own tavern and retire.

His wife Julie (Audrey Totter), fearing this fight might be his last, wants him to forfeit the match. Tiny (George Tobias), Stoker’s manager, sure about his loss, takes money for a “dive” from a mobster; he’s so certain of Stoker’s failure that he does not inform the boxer of the set-up.

Stoker and Julie are in their room at the Hotel Cozy, debating whether he should fight. Stoker claims the $500 prize would allow them to buy a cigar stand or invest in another boxer, Tony Martinez, and start a new life. When Julie claims that she cares more about his well-being than money, Stoker responds: “If you’re a fighter, you gotta fight.”

After Stoker departs for the arena, Julie continues to struggle with her fear and desire to support him, roaming the streets around the site.

At the beginning of the fourth round, against the younger and favored Tiger Nelson (Hal Fieberling), Stoker learns about the fix.  Though told that gangster Little Boy (Alan Baxter) is behind the set-up, he refuses to give up the fight.

Stoker wins the support of blood-thirsty fans who had at first rooted against him and ends up defeating his opponent. Outside, he is beaten by Little Boy, Danny, Tiger Nelson, and Tiny, who damages Stoker’s hand with a brick.

In the last scene, Julie meets Stoker as he staggers out of the alley and collapses into her arms. “I won tonight,” he tells her. “Yes,” she answers. “You won tonight. We both won tonight.”

Narrative Structure (Real Time)

The narrative was given a real-time frame, with viewers being informed about the precise passage of time throughout the tale:

  • 9:05 pm: The opening sequence features a clock in the town’s square.
  • 9:11 pm: An alarm clock wakes Stoker.
  • 9:17 pm: Stoker leaves for the fight.
  • 9:35 pm: Julie paces with indecision, takes her ticket to the event, and leaves their room. .
  • 10:10 pm: Having returned to the room, Julie is in the kitchen, while Stoker is beaten in an alley across the street.
  • 10:16 pm: long shot of the clock and town square at the closing sequence.

Zinnemann and his team would use a similar narrative structure in their 1952 Western, Hight Noon.

The screen adaptation made some significant changes to the original text. The protagonist’s name was changed from Pansy Jones to Stoker Thompson, his race was changed from black to white, instead of being a bigamist, he became married, and his beating and subsequent death on a subway track was turned into an alley assault and a fatally shattered hand.

The Set-Up was the last and best film that Wise made for RKO.

Robert Ryan, drawing on his boxing experience at Dartmouth College, where he was heavyweight champion for four years, renders a compelling performance as the quiet, inarticulate but conscientious guy, determined to stick by the rules and maintain his self-respect and dignity at all costs.

He is contrasted with a bunch of seedy and greedy opportunists, who could not care less about the fighters, and with the viewers, who form a mass of uneducated and animalistic spectators, thirsty for violence and living vicariously through the boxers.

Scorsese has credited the realism of the boxing sequences as a source of influence on his 1980 sports biopic, Raging Bull, for which Robert De Niro earned a Best Actor Oscar Award.


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


Directed by Robert Wise
Produced by Richard Goldstone
Screenplay by Art Cohn, based on The Set-Up by Joseph Moncure March
Music by C. Bakaleinikoff
Cinematography Milton R. Krasner
Edited by Roland Gross
Distributed by RKO Radio Pictures

Release date: March 29, 1949

Running time: 72 minutes