164. UPSTREAM COLOR (2013)

“We are conscious of an animal in us, which awakens in proportion as our higher nature slumbers. It is reptile and sensual, and perhaps cannot be wholly expelled; like the worms which, even in life and health, occupy our bodies.”–Henry David Thoreau, Walden

“We already know that weird things happen. So let’s just watch something happen, and let that be it. If a worm goes into Kris and then leaves her and then goes into a pig, and we see that there’s a connection and I execute it with music and cinematography and Amy’s performance, in such a way that conveys that transference of some deeply felt kind is taking place, that’s it.”–Shane Carruth on Upstream Color


FEATURING: , Shane Carruth, Andrew Sensenig, Thiago Martins

PLOT: Kris is poisoned by the Thief, who forces her to ingest a worm that sends her into a hypnotic trance, then empties her bank account. Waking up days later, and unable to cut the worm out from under her skin, she is drawn to a man (the Sampler) who surgically removes the organism and places it inside a pig. Suffering from hallucinations and delusions, Kirs then attempts to rebuild her shattered life with the assistance of Jeff, a financial analyst and recovering junkie.

Still from Upstream Color (2013)

  • After scoring an independent hit in 2004 with the time travel puzzler Primer, made for a mere $7,000, director Shane Carruth went silent for nine years. In that time he worked on developing a script entitled A Topiary that never went into production (he referred to that project as “the thing I basically wasted my whole life on”). Carruth tried to get Hollywood backing for the project, but couldn’t get anywhere because he demanded to have final cut and final say on every aspect of the film’s production—conditions that no Hollywood producer would ever agree to.
  • After finally abandoning A Topiary after seven years of attempted development, Carruth conceived and shot Upstream Color in about a year, announcing the project in October 2011 and debuting it at the Sundance Film Festival in January 2103.
  • Besides writing, directing and acting in the film, Carruth is also credited with the music, cinematography and editing. He also handled distribution of the movie himself.

INDELIBLE IMAGE: “I have to apologize. I was born with a disfigurement where my head is made of the same material as the sun,” says the Thief, and a quick shot suggests his statement is true. Of course, you can only glance at the sun for the briefest of moments, and the camera observes this caution, so you may spend the rest of the movie wondering if you saw what you thought you did, or if it was just a result of a hypnotic suggestion.

WHAT MAKES IT WEIRD: Upstream Color is the movie that asks the question, “what if there was a psychoactive parasitic worm that could create a psychic link to a person if you surgically removed it and implanted in a pig? What would that be like?” It then proceeds to answer the question.

Shane Carruth discussing Upstream Color for Sundance Film Festival’s “Meet the Artist” promo

COMMENTS: In his negative review of Upstream Color, The Guardian‘s Jeremy Kay prefaced his synopsis with, “here’s the plot, such as it is. It’s not going to spoil the movie.” Kay’s position—which is actually more oblique and difficult to figure out than Upstream Color‘s plot—seems to be that because the movie’s core story is difficult and at times ridiculous, it is “pretentious” and not worth bothering with. I have to disagree, and so I will warn you that this review is going to discuss some of Upstream Color‘s plot points—or, at least, detail its plot mechanisms—and reading them beforehand may negatively impact (if not completely spoil) your enjoyment of the movie.

Kay’s reaction, which is common among those who hated the movie, may be partly the result of the expectations raised by Shane Carruth’s success with his first film, Primer. This time-travel puzzle box was an intensely rational exercise in elaborate plotting, with multiple timelines dovetailing towards a solution point. With its sun-dappled landscapes, microscopic scenes, and impressionistic editing, Upstream Color appears at first blush to be more influenced by the fuzzy impressionism of a  than the rigor of a hardcore science fiction scenarist. To a large extent that is correct: Carruth is far looser here, far more concerned with mood and emotion, than he was in his debut film. But to imply Upstream Color‘s plot is arbitrary or meaningless is, I think, incorrect. Carruth is serious about the life cycle of a parasite conceit he uses here, and sussing out the weird but consistent rules he sets up in the movie provides a large part of its pleasure. The bizarre plot is not beside the point, but central to the film’s strategy. It creates a paradoxical cinematic dynamic: in one sense, Upstream Color is almost entirely about figuring out the internal logic behind its strange surface incidents, while, simultaneously, it’s a completely intuitive story about empathizing with Kris and Jeff without actually comprehending the source of their torment. Where Primer was a perfectly nerdy left-brained movie, Upstream Color flits back and forth along the equator that separates the logical and emotional hemispheres of the cerebrum.

Carruth chooses to describe the movie in his tagline as the story of a “man and woman… drawn together, entangled in the life cycle of an ageless organism.” Indeed, before we meet either of the main characters, we are introduced to this mysterious organism whose bizarre life cycle will structure their existence. A man, who we will later discover is the Thief, searches through a plant shop, looking for exotic orchids whose leaves produce a blue powder when scraped. When he identifies the proper plants, he digs into their soil to find a certain grub. Through trickery, the Thief introduces the worm into the digestive system of a human host (in this case, young professional Kris). Once inside a person, as long as it is starved, the parasite turns psychoactive, sapping its host’s will and making them susceptible to suggestion. The Thief uses the disorientation caused by the worm to convince his victims to willingly turn all their wealth over to him, then allows them to eat. Once the person feeds, they regain their free will, but the worm also becomes active, moving around visibly under their skin.

The next stage in the cycle is even stranger. Placing speakers face down on the ground, a man, known in the credits as the Sampler, plays deep rumbling tones that somehow draw the worm-infected host to him. Once the victim arrives, he surgically removes the parasite from her and implants it in the body of a pig. Based on the large herd at his thriving pig farm, we realize that he has been performing this procedure for quite some time. The human host then “wakes up” with no clear memory of the events that happened after they were infected. A rather unusual side effect of this procedure is the fact that the implanted pig now serves as a psychic bridge to the person who formerly housed the parasite; by staring into a pig’s eyes, the Sampler can observe (and possibly influence, although this isn’t quite clear) the life of its human counterpart.

Carruth does not detail the third stage of the worm’s life cycle as meticulously as the other two, but we deduce that, when a pig dies, its worm (or its  offspring) survives and passes into the soil. In Kris’ story, her pig gets pregnant. In an unusually callous move, out of unknown motivations, the Sampler places the litter of piglets in a bag and throws them into a creek. The corpses float downstream and nestle on a bank where white orchids grow. A shot shows what looks like blue dye engulfing yellow cilia on a biological slide; we then see a cloud escaping from the piglet carcass, filtering through the soil where the flowers grow. The exotic plant collectors then collect the orchids, which have turned from white to blue. We see shots of grubs crawling on the blossoms before they are potted. The implication is that the worm’s DNA has passed from mother pig to baby pig to flower. We understand that the Thief will buy the latest shipment of exotic plants, harvest the worms, and infect another victim.

The speculative biology behind this parasitism raises a host of questions. Although within the world of Upstream Color this flower-person-pig cycle is logically consistent, to an outsider this larval ecology makes little sense. Presumably, the worm’s effects in humans are a complete accident and not necessary to its survival as a species. After all, without a Thief to implant them in people, a Sampler to transfer them into pigs, and an exotic flower company to collect the orchids, this cycle could never happen. Also, the Thief and the Sampler are never seen together and don’t seem to be in cahoots. Presumably, the Thief discovered the hypnotic properties of the grub on his own, while the Sampler must have managed to figure out the worm’s capacity to forge a psychic link on his own. This system could never have evolved naturally.

But even putting aside this bizarre zoology, Upstream Color is full of bafflements. We can accept that many of these mysteries result from the lingering psychoactive effects that come from being infected by a psychoactive worm, and the complications involved when your psychic pig gets up to trouble in the barnyard (like getting herself pregnant without your consent). Kris imagines she hear a sound, simultaneously low and high in timbre, that’s driving her crazy; Jeff and Kris mix up their childhood memories and can’t untangle whose are whose. She falls into a trancelike fugue state where she repetitively fetches rocks from the bottom of a swimming pool. Match this crazy behavior to the manic editing that jumps from scene to scene without much in the way of establishing shots, it’s no wonder Kris has been put on psychotropic medication. And what to make of the Sampler’s other hobby (besides communing with psychic pigs) of composing music out of sounds he records, like rocks rolling down the insides of a drainpipe? Or the teenage boys who trail after the Thief, soak the worms in liquor, drink the resulting shots and do tai chi exercises? And why does the Thief force his hypnotized victims to copy out Henry David Thoreau’s “Walden” word by word, then make it into a paper chain which he will throw in the dumpster when he’s done with them? (Is he amused by the irony that he’s simplifying their life by force?)

With all of that, what may be hardest to get your head around about Upstream Color is that Carruth does not intend the story as a metaphor or symbol for something else. The movie is serious about its impossible premise. Naturally, any film with this much plot and this little explanation brings the exegetes out of the woodwork. You can find theories that the Sampler is God, or that the whole story is a metaphor for capitalism. Based on Carruth’s interviews, however, he’s not interested in such interpretations—he means to convey something very specific and literal, and he’s hostile to the “inkblot” school of interpretation that suggests viewers can see whatever they want to in his film. He is interested in an emotional arc about the way people build their identities, and rebuild themselves after a tragedy. By making his character’s emotional devastation result from something unreal, Carruth abstracts and isolates the human response to tragedy. Kris’ pain isn’t the result of addiction or abuse or mental illness or even infertility; it comes from being psychically raped and robbed by a man who infected her with a worm. Outside of Upstream Color, such trauma doesn’t exist. But the pain Kris conveys to us is real, and so is our empathy for her.


“…what eerie brilliance and unreadable strangeness it has, with woozy, dreamlike passages and Carruth’s own distinctive presence… Carruth absolutely inhabits his weird role in his weird movie…”–Philip French, The Guardian (contemporaneous)

“…imbued by the spirit of Terrence Malick and David Lynch… weird, but it’s worth the time.”–Joe Neumaier, New York Daily News (contemporaneous)

“…splendid, transcendent weirdness.”–Tom Long, The Detroit News (contemporaneous)

OFFICIAL SITEUpstream Color | erbp – Director Carruth’s personal site: contains merchandise links, stills, clips, news and reviews

IMDB LINK: Upstream Color (2013)


Upstream Color FAQ: Analysis and the Meaning of Shane Carruth’s FilmSlate‘s Forrest Wickman explains the plot of Upstream Color and provides insights into Carruth’s intentions for the film

How Shane Carruth’s Upstream Color Explains Your Dysfunctional Relationships – An informal but revealing interview with Carruth

‘Primer’s’ Shane Carruth in total control with ‘Upstream Color’L.A. Times profile of Carruth coinciding with Upstream Color‘s Sundance premier

Shane Carruth Will Have Another – Another Carruth interview, this one conducted by Grantland’s Zach Baron over the course of an evening barhopping in Manhattan

Upstream Color Explained (With Stick Puppets!) – Mach Kobayashi’s humorous (and accurate) video plot synopsis, utilizing stick puppets

LIST CANDIDATE: UPSTREAM COLOR – Alex Kittle’s original review of the theatrical release

DVD INFO: Shane Carruth’s self-distributed DVD (buy) comes with no extra features. A director’s commentary track might have sold additional copies, but it’s not in the cards—maybe in a special edition down the line, after the movie has had some time to soak into our consciousness? The movie can also be purchased in a DVD/Blu-ray combo pack (buy) (Blu-ray not sold separately), or streamed on demand (buy).

7 thoughts on “164. UPSTREAM COLOR (2013)”

  1. So so so glad to see this one making the list. I remember the original notice you guys had put up last year simply mentioning the film’s Sundance release and I was hooked instantly. I’ve since seen it several times and read pretty much everything I could find about it, including Carruth’s many brilliant and extensive interviews. I can definitely call it one of my favorite films period as it really spoke to me and had me thinking about life in some pretty new ways, basically based on the idea of being controlled by outside influences you’ll never really understand, which sounds basic, but when it comes to the level of your own perception of free will and feeling like you’ve made decisions that are your own, when in reality they are the result of something else entirely that you never even began to consider… yeeeeeeah man, god I love this film!

  2. “the teenage boys who… soak the worms in liquor … force his hypnotized victims to copy out Henry David Thoreau’s “Walden” word by word”

    1) It’s not liquor, it’s tea: “worm-tea,” I suppose. Whatever it is in the worms that creates the psychic link, is consumed by the boys, which allows them to do the tai chi-like exercise with, you’ll notice, their eyes shut. 2) The point isn’t anything to do with Walden specifically (if I recall correctly, the thief just takes the book off Kris’s shelf at random); it’s that he’s keeping the victim occupied with busywork that demands concentration. Whatever significance Walden has is strictly extradiegetic.

  3. Well, I have tried watching this movie twice now with no luck. I just found it to be dull. Perhaps I’m missing something..

  4. Not only the best film of 2013, this is the best SF film of many years, because it dares to do something new and not simply retread old ground. I found “Primer” tedious and so had to be coaxed into watching this. Boy, was I glad. It invents a whole ecology and lets us put together the pieces. There is obviously a lot of background that we, as viewers, don’t get full access to. That is so refreshing in today’s cinema of the spoon.

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