Shane Carruth’s first film, Primer (2004), featured a time travel scenario involving accumulatively bewildering plot complexity: multiple timelines and precariously divergent protagonists. It contained no special effects of note and made fantastically resourceful use of a micro budget, its ambition far outstripping its means. Complex and thematically bold, it promised, should such innovation be deservedly backed, an intriguing sequence of future efforts.

Upstream Color (2013), the nine-years-later follow up, is an enormous advance on Primer and, simply put, confirms Carruth as a unique visionary. The complexity level is not really an issue: the film is denser emotionally than it is confoundingly labyrinthine, as Primer was to some. But it’s certainly no film to yield to easy explanation.

Upstream Color

We’re once again in the sci-fi realm to an extent, but trying to quantify exactly what Upstream Color is is part of its strength. Were it simpler to unpick it wouldn’t be as thought-provoking, but let’s be honest: it’s so open to multiple interpretations that you can pretty much theorize and extrapolate ad infinitum. I’ve got my take on it, which I will tentatively suggest later; first I’ll summarize what’s an undeniably unconventional plot.

We open with a man testing some plants, scraping at orchid leaves which produce a bluish resin, delving into the soil to procure worms that he collects for further interrogation. A small number ultimately survive. We have no idea, yet, what purpose they’re going to serve.

Two young boys who have been observing the man (relationship to each other: indistinct) and who have been exposed to the worms find that they have the ability to perceive each other’s acts and mimic them: there’s some kind of psychic bond in place now, a suggestibility and impersonative properties (one sightlessly re-enacts the gestures of another). Their identities, perhaps, have become entwined.

Cut to: Kris (Amy Seimertz), a young woman who is watched by the same man at a bar and who is tazered and forcibly fed one of these parasites. She is then hypnotized and manipulated as the man coerces her to withdraw sizable amounts of money, redeem on his behalf equity in her house, and hand over a rare coin collection. She is led into a strange series of rituals involving drinking a finger of water (“You will find each drink more refreshing than the next”), copying large tracts of Walden, and tying the resultant pieces of paper into chains.

Kris eventually notices the worm burrowing under her skin and grimly tries to extract it, but help of a very strange kind soon emerges. A man, listed in the credits as “The Sampler” sets up heavy-duty speakers in the middle of a field and blasts out an insistently harsh “infrasonic” signal, which Kris, for whatever reason, heeds, eventually turning up, unsure of what is happening, susceptible once again to the influence of an outsider for mysterious ends. He performs a bizarre operation during which he spools out the worm from Kris and transfers it to a pig.

This is all carried out with the kind of brusque efficiency of a man long familiar with such deeply irregular acts: the pig is taken back to a farm on which many other pigs snuffle around and Kris’s ordeal, for now, is over.

We then cut to a point in the near future and Kris seems anomic and recovering. Enter Jeff, played by director Carruth, a similarly low-key, inconspicuous presence, and they are gradually drawn together for reasons neither can, initially, quite attribute. This unconscious magnetism forges an embryonic relationship that stutters for a while as Kris is wary and still suffering the painful aftereffects of her horrific ordeal, but there is very much the sense here that neither of the halves can really control their coming together: it’s inevitable, and awkwardness and reluctance are slowly eroded.

We eventually return to the farmer/Sampler, often carrying a keyboard around, attempting to replicate particular sounds as he hears them, observing people as he wanders the city, quietly gleaning information. He appears to be testing potential subjects and looking for something recognizable about them; he also seems to remain unnoticed at all times, and would appear to be able to slip in and out of the explicit consciousness of those around him, a ghost, as it were, measuring the world’s occupants. We see him at one point sat in a room remotely recording the ambient noises Kris and Jeff make whilst they’re at work.

(A key expositional sequence involving The Sampler: we see him following one particular couple, the female half of which has clearly undergone some kind of trauma (she’s possibly a former parasite host) and whom he closely watches, at first during her hospitalization as her partner looks on, and later as they try to continue their obviously strained relationship. We see a recurrence of one specific exchange during which she’s imploring her boyfriend/husband as to her capacity to “change,” as he initially spurns and eventually accedes to her convictions. What is The Sampler doing here? Researching post-parasite-host behaviour patterns?)

Rejoining the Kris/Jeff relationship, we see them becoming ever closer, at which point a certain number of revelations arise. Kris recognizes scars on Jeff identical to her own and now understands further their unspoken mutual magnetism. This induces Jeff to admit to financial disasters regarding his employers during what we can only assume is a similarly hypnotized state as that which Kris underwent. Kris is also, at this point, led to believe that she may be pregnant: during tests for this, Jeff seems to experience some of her pain as their “mirroring” reverberates.

The Sampler, meanwhile, discovers that the host of Kris’s worm has given birth to piglets. He drowns the piglets; as they decompose they release a blue cloud that blooms into the water and binds into the roots of nearby orchid plants. Their murder triggers uncontrollable violent impulses in both Kris and Jeff, who are clearly emotionally connected with the animals and who quickly become paranoid and barricade themselves, armed, in his bathroom.

Their sense of endangerment and vulnerability isn’t the only side-effect of this “cycle” being re-enacted; they are now highly susceptible to sound (as we, throughout, are to Carruth’s fabulous score). Kris, who had been instructed to copy Walden word for word into a copybook for no explicit reason, starts uttering portions from the book; Jeff recognizes both the text and the reason she has it down by rote, and the sounds of her rendition of Thoreau instigates his seeking out a series of ambient CDs (“Quinoa Recordings”), created by The Sampler. He sends copies of Walden to other former parasite carriers as a means of indirectly alerting them of their common plight.

Their exposure to the Quinoa Recordings lead Kris and Jeff in stages into the same conscious state inhabited by The Sampler and his pig farm, where they gun him down.

The final scene — beyond the discovery by the hypnotist/thief that his source of manipulation, the blue orchid, is no more — shows the assembled former worm surrogates reunited with their subsequent pig counterparts, as Kris, cradling the pig which hosted her parasite, finally seems at peace.


That all sounds exceedingly odd, I concede, but Carruth’s sense of internal logic not only carries it all off but creates a sense of wrenching emotional turmoil, all the more affecting for its circuitous, intellect-eluding unfathomability. It sounds bizarre: it doesn’t feel that way.

Carruth is a true auteur and does pretty much everything here: sound, camera, writing, acting, direction. It’s surely only with such a level of dominion over the material that we end up with something so wonderfully singular. It’s an unfettered vision, a sensibility completely uncompromised. We can only hope Carruth retains the opportunity to hold such sway.

Upstream Color worked on this viewer, to employ a perhaps over-ripe equation, like one of the parasitical worms worked on the characters in the film. It’s a film that imbues you with pervasions of its inherent, abstract sense, augers into your mind and flourishes in a very strange, melancholy way, akin to Tarkovsky, and Lynch’s Eraserhead in particular, (or perhaps Hal Hartley by way of Bela Tarr might be apt?). It’s a deeply somber, one-of-a-kind experience, often upsetting in abstract but unequivocal ways.

Amongst the myriad themes I might propose here (and I counted over a dozen possible readings (not even touching on Walden and what its involvement might entail, or the simpler evolutionary or drug-abuse metaphors that seem too easy for a film containing such dense riches as this) all of which would be futile and possibly deleterious of a film that simply needs to be experienced), one is: faith in abstractions may make you susceptible and suggestible, but, whilst the stakes are higher, so are the rewards. All I can encourage you to do is: submit to the strangeness.

Thematically, Upstream Color is so narratively peculiar that there’s plenty of mileage in multiple interpretations. There are no winners and losers here in any remotely traditional sense, and it’s hard to know what the characters actually want. I don’t get the impression that Carruth particularly rates people as individuals: he can only view them as successfully operating in a mutually-sustaining unit.

Language, also, seems insufficient, a poor part of the human communicational armory. The powerful moments in Upstream Color are visual, aural and basically via all senses other than verbal, which everyone here seems ill at ease with and encumbered by. The conversations between Kris and Jeff aren’t just anomic revisions of the same conversations heard and reheard and reused, perhaps — they’re necessarily bereft. (The potential relevance of this factor is compounded by the scene already highlighted involving the couple closely observed by The Sampler: their exchanges are insufficient and constantly faltering. Language doesn’t help them; there is something wrong way beyond relationship baggage, otherwise why are we observing them? They’re there, I’d argue, as emphasis.) They only really communicate with one another verbally via their shared inculcation of Thoreau. The powerful moments of communicable recognition they share are all non-verbal: and these are instinctively understood.

I think that, following their mutual ordeal, they cannot cope with what their shared experience has done to them and they become the deficient aspects of each other, two halves of an irreparable whole. Relationships in most conventional films tend to have couples redeeming each other’s weaknesses or at least ameliorating them. What if in this case they’re so broken that they simply mirror one another instead, too ruined to fulfill any such expectations? What has become part of the pig is their human turmoil, inaccessible to the pig and therefore easily subsumed by it, an incompatible human property no longer potent. Their reunion, then, brings about the three split parts of a singularity re-established, less corrosive. (There is an image of a cell being separated into three parts before finally becoming one and then being consumed to leave nothing. Individuals as inherently self-destructive? The imposition of communal order as vital for survival?)

Carruth maybe looks at us as too far mentally removed from what we are, in denial of it. Our identities are flimsier and more suggestible than we’re prepared to concede. We’re beings beholden to hundreds of thousands of years of evolved modifications and impulses, part of a process we don’t understand. We are also, because we are less and less tethered to a mutual sense of purpose, more prone to the kind of mental ruptures and transferences that the protagonists of Upstream Color are subjected to. The gulf between our personas and our realities is ever wider: we have assumed an irreconcilable position. The world we’ve built is precarious. These were some of the thoughts the film evoked for me.

I don’t make such suggestions lightly. I know how mistaken that all might be, and that my attempts at gesturing at such intentions might be viewed with mirth by the director or anyone reading this review. But the film is so carefully made, so completely realized and so affecting that one can only conclude some measure of this kind of magnitude is built into the film, however tangentially.

Along similar speculative lines, I also couldn’t shake a certain sense in the film that The Sampler was an appropriation, a communally warped personification of a God figure, fabricated by a deeply damaged collective of individuals trying to wrest meaning from the devastating repercussions of their mystifying fugue traumas. He’s a means of representing the numinous in an approachable way. How many times have you heard someone suggest something along the lines of: “The quickest way to God is through music”? That became a bit of a pre-occupation for me. Here was a symbol of curious creation, confused by human behavior, ambivalent about them and their properties. They have thrown away whatever they once had: he is possibly trying to help them in abstract ways (through sound primarily) but is inadvertently, due to his intervention, effecting a cycle of nightmarish proportions. Looked at thus, it’s a bleak piece of work — but it ends hopefully as the cycle is broken.

I have no idea whether or not any of this is the case and I have no real desire to know. Apprehending and understanding a film or any piece of art is not the same as being able to extrapolate from it. I’d just view the endlessly fascinating elements coalescing here as a great invitation to find your own version of Upstream Color: just don’t worry about it making a great deal of linear sense.

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By |2014-04-21T11:55:36-04:00April 9th, 2014|Categories: Shane Carruth|8 Comments


  1. Trevor Berrett April 9, 2014 at 2:22 pm

    Please note that this piece is by Lee Monks, who volunteered to contribute to the site from time to time — welcome Lee!

    I’ll take this moment to thank others who got in touch. There are several new contributors I hope to introduce you to in the next few weeks/months, etc.

    Now, back to the film.

  2. Trevor Berrett April 9, 2014 at 2:25 pm

    Lee, when you mentioned this piece, I asked if you saw any comparisons with Kieslowski’s Blue. That was purely based on the trailer I saw (not having seen this film yet), which suggested a meandering story with a lot of visual blue. I see that that’s about where comparisons end! This sounds completely bizarre and I need to seek it out now.

  3. Lee Monks April 9, 2014 at 3:03 pm

    Great to contribute, Trevor, I just hope that all makes some kind of sense!

    I think the trailer, now you mention it, suggests something a little more propulsive than is the case. The film does, though, bear a certain resemblance to Kieslowski, and I wish I’d said as much! I think Tarkovsky is the closest comparison I can think of. Early Cronenberg as well, circa Videodrome.

  4. Max Cairnduff April 16, 2014 at 3:11 pm

    Great piece Lee. Sorry I’m just getting round to reading it. I’m quite excited about this film, Primer was genuinely interesting (which isn’t that common) and this sounds like a step up.

    Not surprised to see comparisons to Tarkovsky and early Cronenberg.

    Have you seen Under the Skin? I haven’t yet, but it’s also plainly in the category of radical and challenging SF.

  5. Lee Monks April 17, 2014 at 7:45 am

    Thanks Max. I think you’d like it, and I urge you to find out! It’s completely unique, really. In a very good way.

    Under the Skin: I have and I’ll be posting my thoughts on that pretty soon…(I think it’s fair to say you’d like that also…).

  6. Betsy Pelz April 19, 2014 at 9:21 am

    Terrific review, Lee. Really interesting.

    After reading your review I found a trailer for the “Upstream Color” online, and even that tiny clip revealed that the music/sound is very compelling. Reminded me of Philip Glass.

    That this movie is a one-man show is astounding. He did all of the business end – he was producer, money raiser/money runner, and he did the distribution himself, meaning that while he could have sold the movie when it appeared at Sundance, he didn’t. And he did all of the creative end – he wrote, directed, acted, filmed and scored (and co-edited). And this is a man who didn’t do film or music school! This is a man who, according to one interview, majored in math!

    Mastering both the camera and mastering the musical composition seems incredible to me, both fields being so technically demanding. So I want to see this movie, despite the fact that it resists easy logic or linearity.

    In a WSJ interview Carruth said, “I want it to feel more like an album you put on and listen to … and want to listen to again and internalize, instead of something at the end of it you have to sum up and you think you know everything about it and there’s nothing left to think about.”

    Your review surely echoed that, but at the same time, you gave us enough of a personal take to make it interesting!

    Before even seeing it, I can’t resist making a connection between this movie and the auteur’s personal life.

    Carruth, after making a wild success with his first appearance with “Primer”, apparently tried for several years to work with Hollywood in making a second movie – a movie that he did not finish.

    In recent interviews, he alludes to the importance of having complete control of a project, and the fact that big investors want to have a lot of input into a movie.

    So he gave up that second project and produced “Upstream Color” solo. For me there’s a already a connection between Hollywood’s attempt to control Carruth’s creative process and to the way Kris is completely controlled by the worm. It’s as if one of the themes Carruth is using the movie to express is our need for autonomy and how little autonomy we can (choose to) have.

    I hope you will comment or correct me (!) on whether or how autonomy (and creativity) are useful threads to watch for in this movie.

    So glad to have you on board! This was a great introduction.

  7. Lee Monks April 19, 2014 at 2:31 pm

    Betsy, great stuff, and thanks for your thoughts on this, which, appended to my piece, make it a whole lot more interesting!

    Carruth is a real hero, to do all that now, when there’s really less scope than ever to do something as interesting as this. Have a look at Soderbergh’s thoughts on the film if you get chance: he underlines that sentiment.

    Philip Glass is a great shout, and another artist the soundtrack reminded me of is Mogwai, who did great work on The Return not so long ago. David Lynch’s work on Inland Empire is also worth mentioning I think. The audio elements of Upstream Color are as vital as any other.

    On autonomy: absolutely. I think I mention something about suggestibility somewhere, and that’s a huge factor. We’re susceptible to numerous forces we can’t possibly understand in any obvious or conscious sense…a decent enough corollary for what happens to the viewer watching Upstream Color. I think it’s a film about balances and being out of control, to an extent, as a necessary risk vital in order to live any kind of fulfilled life. The two main protagonists here learn, I think, to accept a certain element of susceptibility and it frees them. That’s just my take on it all. I urge you to watch it, Betsy, and let me know what you think.

  8. Lee Monks April 19, 2014 at 2:51 pm

    You also made a point there about the film potentially echoing the struggles for an auteur, the issues involved as built into the narrative, and it’s an intriguing idea. I’d love to think that Carruth subconsciously or consciously had such things in mind here, it would add yet another fascinating layer.

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