An “over the hill” (35 y.o.) boxer Bill “Stoker” Thompson (Robert Ryan) insists he can still win, though his wife, Julie (Audrey Totter), pleads w/ him to quit (before he sustains a serious injury). His manager, Tiny (George Tobias), is so confident that he will lose, he takes money for a “dive” from a gambler, Little Boy (Alan Baxter), w/o telling Stoker. Tension builds as Stoker hopes to “take” 23 y.o. newcomer, Tiger Nelson (Hal Fieberling), unaware of what will happen to him if he wins.
Stoker: Yeah, top spot. And I’m just one punch away.
Julie: I remember the first time you told me that. You were just one punch away from the title shot then. Don’t you see, Bill, you’ll always be just one punch away.
This movie is based on a poem published in 1928 by Joseph Moncure March, who gave up his job as the 1st managing editor of The New Yorker to focus on writing. He went to Hollywood for a dozen years and worked as a screenwriter. In 1948, he volunteered to work on this film, BUT was turned down! Moncure March was angered that his Black boxer (Pansy Jones) was changed into a white character for The Set-Up. In the original poem, Pansy is depicted as a bigamist. The main reason for the change of race was b/c RKO had no Black leading men on contract. James Edwards (who plays Luther Hawkins), could’ve fit the bill, BUT the studio decided that he wasn’t well-known enough to carry a movie. Director Robert Wise suggested Canada Lee (who’d played a boxer in Body and Soul); RKO didn’t think that would work either.
While he was a student at Dartmouth, Ryan was an undefeated boxing champion- V cool! Former boxing pro, John Indrisano, choreographed the match and is credited onscreen for “fighting sequences.” Fieberling was also an expert boxer. Martin Scorsese is a big fan of the film; he was so impressed by the boxing that he had to deliberately avoid copying Wise’s camera moves when it came to Raging Bull (1980). Wise (who’d begun his illustrious career as an editor) used 3 cameras to capture the boxing scenes: one capable of seeing the entire ring, one focused on the fighters, and a handheld for quick shots and close-ups. This was Wise’s 9th film for RKO; after this, his contract obligations were complete and could work freelance.
Wise credited screenwriter Art Cohn (a former sportswriter) w/ much of the film’s realism. Cohn knew the boxing world; many of the script’s colorful supporting characters came from his own experiences. After attending several matches, Wise added other characters himself; he hung out in dressing rooms before and after fights. Scorsese (who 1st saw this film as a college student) considers it as an allegory for the chaos of life, populated by characters who are flat-out of luck.
The events occur in real-time (over the tight running time of 73 mins); this is unusual for a Hollywood movie. Ryan plays a good/straight-talking guy; you can’t see the acting (as he inhabits the role). I esp. liked the early scenes w/ Ryan and Totter; they make a believable married couple going through a rough patch. All the supporting characters have something to contribute; some of the boxers are jaded (after experiencing disappointment), while others remain hopeful. The crowd can be bloodthirsty, entertained by the (potentially dangerous) fighting.
It’s really a happy ending, in a truthful way. And maybe there’s a hope to that, a hope for the weaker ones in the world.
 I love Robert Ryan films. Whether playing a scum bag or a hero, his gritty and realistic performances have always impressed me.
 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 fight is realistic and tense throughout, I was genuinely unsure how it would go.
 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.
 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.
-Excerpts from IMDb reviews