Underworld, U.S.A.Underworld, U.S.A. (1961 USA)

Prod Co: Globe Enterprises/Columbia Prod, Dir, Scr: Samuel Fuller Phot: Hal Mohr Ed: Jerome Thoms Art Dir: Robert Peterson Mus: Harry Sukman

Cast: Cliff Robertson, Beatrice Kay, Larry Gates, Dolores Dorn, Richard Rust, Robert Emhardt

There’ll always be people like us […] as long as we don’t have any records on paper, as long as we run National Projects with legitimate business operations and pay our taxes on legitimate income and donate to charities and run church bazaars, we’ll win the war. We always have.

– Earl Connors (Robert Emhardt), the “Big Boss” in Underworld U.S.A.

Underworld, U.S.A.is arguably Fuller’s most efficient, brutal and unsentimental film, and its reputation has only grown with the passing years. The idea of organised crime as a business was a novelty when Fuller made the film, but as the events of the past half-century have made manifestly clear, this is precisely how the underworld operates, hiding in plain sight under a cloak of false respectability, in this case doing business as the “National Projects” company. Shot swiftly and cheaply, and initially dismissed by the director as “only a quickie” (1), Underworld, U.S.A. offers a compelling vision of American society in collapse, even as it basked in the apparent glow of the post-war boom, and the first years of the Kennedy administration, supposedly an era of unbridled optimism.

For Fuller, life was never that easy. Look underneath the surface of American society, and you’ll find corruption, violence and death, all wrapped up in a neat little package, headed by the corpulent corporate figurehead of Earl Connors, a heavy so overweight that his continual presence, clad in an immaculate white robe next to the syndicate’s swimming pool, is a sick joke in and of itself. As Fuller noted,

that’s why I picked the swimming pool location. I wanted that hollow, clean atmosphere […] I had this crime organization hold their meetings there, rather than in a pompous office or the pool hall or the dingy little room where gangsters usually hang out. I wanted to get that contrast to what they’re talking about; it’s so vile and low. (2)

Stuffing one candy bar after another into his mouth, Connors is described in the film by his impotent nemesis, FBI agent John Driscoll (Larry Gates), as “shrewd, warm, charitable… an animal”, which is precisely what Connors is. But naturally, as the “brains” of National Projects, Connors leaves the real dirty work to his henchmen: Gela (Paul Dubov), who runs narcotics; Gunther (Gerald Milton), labour rackets; and Smith (Allan Gruener), prostitution. And, of course, the grossly out of shape Connors has an enforcer, Gus Cottahee (Richard Rust), a faithful hired hand who will do anything his boss desires. The men who make up National Projects, however, have made one fatal mistake; as up-and-coming hoods, they killed a man in the course of everyday business. Now, 20 years later, the murdered man’s son, Tolly Devlin (Cliff Robertson, in one of most memorable roles), tracks down and eliminates the ruling members of Connors’ organisation one by one, using the syndicate itself as his instrument of murderous revenge, by sewing seeds of fear and paranoia in the ever-watchful mind of Connors, until only Connors himself is left.

Fuller made the film at a watershed moment in his personal life; in his memoirs, A Third Face: My Tale of Writing, Fighting, and Filmmaking, Fuller notes that his mother, Rebecca Fuller, who had been his “greatest supporter”, died in Spring 1959 at the age of 85 (3). At the same time, Fuller was going through a divorce from his then-wife Martha Downes, during which Fuller simply walked away from their failing relationship, leaving her the huge house they’d lived in and all his money, taking only his typewriter and a desk that once belonged to the famed American writer Mark Twain. But on the positive side, or so it seemed, it was also at this time that Warner Bros. offered Fuller a chance to direct his pet project, The Big Red One, based on his own combat experiences in World War II, as a multi-million dollar picture he would write, produce and direct, with one string attached; John Wayne was locked in for the leading role.

Fuller was suspicious of the casting of Wayne in the lead, but for a while managed to convince himself that this wouldn’t really harm the picture, until director Richard Brooks and writer Dalton Trumbo talked him out of it. They argued with Fuller that “Wayne would succeed in shrinking my story from a dark struggle for survival and sanity into a patriotic adventure movie” (4), and Fuller saw that they were right. Predictably, when Fuller told Jack Warner he wouldn’t proceed with Wayne, the deal fell apart (The Big Red One would eventually be made, of course, in 1980, with Lee Marvin in the title role). Thus, as 1960 dawned, Fuller had lost his mother, his wife, and a chance to make his first big-budget film since the mid-1950s, and was casting about for a new project.

As luck would have it, producer Ray Stark, then working for Columbia, had bought the rights to a violent piece of news reportage by Joseph Dineen in The Saturday Evening Post entitled Underworld, U.S.A. Fuller was hooked, and wrote several draft scripts, all of which the studio rejected. According to the director, Columbia said that Fuller’s first script “gave the impression that crime paid. I replied that it did.” (5) After numerous rebuffs, which included rejected plotlines of prostitutes going on strike for better working conditions, and/or heroin addicts going through “cold turkey” withdrawal in clinical detail, Fuller came up with an acceptable plot-line, “the story of a guy who wants to avenge his father” (6), and then used this as the springboard for the film.

Taking a cue from Alexandre Dumas’ The Count of Monte Cristo and Jean Genet’s writings on daily criminal life in modern Paris, Fuller created Tolly Devlin as a worthless, violent, repellent creep, obsessed with only one thing; killing the men who murdered his father. The film was a modest project for Columbia, with a short shooting schedule, and raw black-and-white cinematography by the gifted Hal Mohr. In the role of Tolly Devlin, Fuller chose the young Cliff Robertson, a former newspaper reporter, who brought just the right amount of sullen menace to the part; he is balanced, to some degree, by Beatrice Kay as Sandy, Tolly’s surrogate mother, and his girlfriend, Cuddles (Dolores Dorn), whom he treats with shabby contempt. While it is tempting to see something of Fuller’s own mother in the character of Sandy, always urging him on when everyone else is ready to write him off, both Sandy and Cuddles are marginal presences in the film.

For as Tolly plays the various members of National Projects off against one another in a deadly game of “kill me first”, his only real opposition comes from Gus, the mob’s enforcer, who is a solid professional ready to kill anyone, even a little girl, to do his boss’s bidding. But as V. F. Perkins astutely noted, Gus, who dons dark shades before each “hit”, is simply a working stiff, devoid of personal involvement; it is Tolly who is the real psychopath of the film (7). And yet, Fuller seems to argue, it takes a psychotic personality devoid of even a shred of humanity to bring down an operation so venal, so utterly rotten that only inhuman force can destroy it; Tolly is the avenging angel for not only his father, but for society as well. The government man, Driscoll, never really questions Tolly’s tactics or motives; if this is what it takes, then so be it.

As Fuller put it, “Tolly is the one who is eaten up inside, who can’t sleep at night for thinking about what he has to do… the guy is not trying to be a hero, he is doing something for personal reasons. Not business, not moral, not political, he just has to do it.” (8) Tolly is the perfect person, as Fuller notes, to bring down an outfit that operates “mechanically, almost like robots, like computer systems. I don’t doubt today that crime is governed by computers. If I were to make that picture today, I’d show nothing but twenty machines. No people, just the machines.” (9) Underworld, U.S.A. presents a mechanised, dispassionate world in which all is profit and loss, and humanity has no currency. But being Fuller, of course, he does so in a violently passionate manner, with blasting music, aggressively dolly work, and stark, high contrast black-and-white compositions that literally explode from the screen. Only violence helps where violence rules, Fuller is telling us, and Underworld, U.S.A. shows us that we don’t have far to look to find the source of the problem (10).


  1. Jean-Louis Noames, “Interview: Samuel Fuller Talking to Jean-Louis Noames”, Samuel Fuller, ed. David Will and Peter Wollen, Edinburgh Film Festival, Edinburgh, 1969, p. 114.
  2. Eric Sherman and Martin Rubin, “Interview with Samuel Fuller”, The Director’s Event: Interviews with Five American Film-Makers, Atheneum, New York, 1970, p. 159.
  3. Samuel Fuller, with Christa Lang Fuller and Jerome Henry Rudes, A Third Face: My Tale of Writing, Fighting, and Filmmaking, Knopf, New York, 2002, p. 382.
  4. Fuller, p. 383.
  5. Noames, p. 114.
  6. Noames, p. 114.
  7. V. F. Perkins, “Underworld U.S.A.”, Samuel Fuller, p. 74.
  8. Robert Porfirio and James Ursini (eds.), “Interview with Samuel Fuller”, Film Noir Reader 3: Interviews with Filmmakers of the Classic Noir Period, Limelight, New York, 2002, pp. 46-47.
  9. Sherman and Rubin, p. 161.
  10. The following works were also consulted in the preparation and writing of this article: Ian and Elisabeth Cameron, The Heavies, Praeger, New York, 1967; Ian and Elisabeth Cameron, Dames, Praeger, New York, 1969; Lisa Dombrowski, The Films of Samuel Fuller: If You Die, I’ll Kill You!, Wesleyan University Press, Middletown, CT, 2008; Tag Gallagher, “Why Sam Fuller?”, Senses of Cinema no. 50, 2009; Nicholas Garnham, Samuel Fuller, Viking Press, New York, 1971; Phil Hardy, Samuel Fuller, Praeger, New York, 1970; Colin McArthur, Underworld U.S.A., BFI, London, 1972; Geoffrey McNab, “Sam Fuller: Dark Knight”, The Independent 15 October 2007; David N. Meyer, A Girl and A Gun: The Complete Guide to Film Noir on Video, Avon, New York, 1998; Eddie Muller, Dark City: The Lost World of Film Noir, St. Martin’s/Griffin, New York, 1998; Gerald Peary, “Sam Fuller – Cigars and Cinema with Sam Fuller” 4 September 1980; Lee Server, Sam Fuller: Film Is a Battleground, McFarland, Jefferson, N.C., 1994; Alain Silver and Elizabeth Ward, Film Noir: An Encyclopedic Reference to the American Style, 3rd ed., Woodstock, New York, 1992; Grant Tracey, “The Narrative Tabloid of Samuel Fuller”, Images no. 1, 2004.

About The Author

Wheeler Winston Dixon is the James Ryan Professor Emeritus of Film Studies at the University of Nebraska, Lincoln, and, with Gwendolyn Audrey Foster, editor of the book series Quick Takes: Movies and Popular Culture for Rutgers University Press, which has to date published more than twenty volumes on various cultural topics. He is the author of more than thirty books on film history, theory, and criticism, as well as more than 100 articles in various academic journals. He is also an active experimental filmmaker, whose works are in the permanent collection of The Museum of Modern Art. His recent video work is collected in the UCLA Film and Television Archive. He has also taught at The New School, Rutgers University, and the University of Amsterdam. His recent books include Synthetic Cinema: The 21st Century Movie Machine (2019), The Films of Terence Fisher: Hammer Horror and Beyond (2017), Black & White Cinema: A Short History (2015); Streaming: Movies, Media, and Instant Access (2013); Death of the Moguls: The End of Classical Hollywood (2012); 21st Century Hollywood: Movies in the Era of Transformation (2011, co-authored with Gwendolyn Audrey Foster); and Film Noir and the Cinema of Paranoia (2009). Dixon’s second, expanded edition of his classic book A History of Horror (2010) was published in 2023. Dixon's book A Short History of Film (2008, co-authored with Gwendolyn Audrey Foster) was reprinted six times through 2012. A second, revised edition was published in 2013; a third, revised edition was published in 2018; and a fourth revised edition with a great deal of new material will be published in early 2025. The book is a required text in universities throughout the world. As an experimental filmmaker, his works have been screened at The Museum of Modern Art, The Whitney Museum of American Art, Anthology Film Archives, Filmhuis Cavia (Amsterdam), Studio 44 (Stockholm), La lumière collective (Montréal), The BWA Katowice Museum (Poland), The Microscope Gallery, The National Film Theatre (UK), The Jewish Museum, The Millennium Film Workshop, The San Francisco Cinématheque, LA Filmforum (Los Angeles), The New Arts Lab, The Exploding Cinema (London), The Collective for Living Cinema, The Kitchen, The Filmmakers Cinématheque, Film Forum, The Amos Eno Gallery, Sla 307 Art Space, The Gallery of Modern Art, The Rice Museum, The Oberhausen Film Festival, Undercurrent, Experimental Response Cinema and other venues. In addition, Dixon’s films have been screened at numerous film festivals throughout the world, including presentations in London, New York, Toronto, Paris, Berlin, Monterrey (Mexico), Urbino (Italy), Tehran (Iran), Naples (Italy), Athens (Greece), Bosnia and Herzegovina, Rybinski (Russia), Palermo (Italy), Madrid (Spain), Rio de Janeiro (Brazil), Australia, Qatar, Amsterdam, Vienna, Moscow, Milan, Switzerland, Croatia, Stockholm (Sweden), Havana (Cuba) and elsewhere.

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