Carruth has crafted one of the weirdest love stories ever told.

Some of you may remember seeing, or hearing about, a small science fiction film called Primer. It is generally regarded as the most authentic time travel movie ever made as well as one of those mind-bender audiovisual puzzles you have to see a couple of times to solve. Upstream Color is only Shane Carruth’s (writer, director, producer, actor, composer, wunderkind) second film, but he’s by now established a style of tight control, impressionism, and disregard for accessible, traditional plot development. His narratives are loose, ambiguous, and preoccupied by small disparate moments that are evocative over informative but nonetheless work together to form a clear, cohesive narrative should one be paying the requisite amount of attention.

Carruth’s work is utterly worth paying attention to. The guy is a genius, nothing short of it, and this second film has twice (or beyond) the stature, confidence, and profundity of his first offering. Unlike the more clinical, subdued Primer, Carruth’s second film focuses less on the science of science fiction and more on the intimate effects of a bizarre speculative scenario. Rather than the colder, more mechanical sciences of engineering, physics, or computers, the science of Upstream Color’s fiction is earthy and biological.

Upstream Color shows a range that is way beyond “weird, small science fiction”. It’s an elegant, beautiful film with an uplifting, moving conclusion that is constructed carefully, slowly, and precisely by its textured, impressionist narrative progression. Its poignancy doesn’t come from the sudden realization and appreciation for its structural genius (though it has this quality), but from the way it generates clear emotional theme from seemingly ambiguous events. By the time the film ends, you may not be sure about the chain of events that lead from x to y, but you’ll be sure about the weight of what happens to its characters and moved by their resolve to liberate themselves from a fate that was inflicted upon them by exploitative forces beyond their own understanding.

I had to see this movie twice before I felt like I could review it and I’m glad I did. Like Primer, it’s one of those films that’s rewarding the more you pay attention and the more times you watch it. So far this year, it’s the frontrunner #1 candidate for my eventual Top 15 list. One thing I should note, though, is that the Blu Ray disc has audio sync issues with certain player/TV settings. I managed to figure out how to fix the issue, but people should know about it before they go buying the disc.



This is the kind of movie you use as an example of why showing over telling can often work so damn well.

Part of Carruth’s strategy in Upstream Color is to show you a lot of stuff without necessarily telling you what it all means. That is, there’s pretty much no exposition but that doesn’t mean  there isn’t information or contextualization. The flow of images and scenes provide both. There’s a certain type of viewer for whom this is ultimately the most rewarding viewing experience and others for whom it’s exceedingly frustrating. The frustrated viewer will dismiss Upstream Color as pretentious, vague, and meaningless (or puffed up on its own self-indulgent sense of meaning). The frustrated viewer can be counter-dismissed as outside the target audience of a film like this one, but that doesn’t quite go far enough for me. The frustrated viewer is simply in the wrong. In our relativism with regard to the having and holding of opinions, my saying so may seem arrogant and possibly narrow-minded. The thing is, I don’t think someone who lacks the willingness or attention span to extract meaning from what Upstream Color is telling by showing is much worth my polite consideration. A populist attitude about art foists the blame on the artist for when their work fails to connect to the audience. That is just nonsense on its face, and yet a common attitude for intellectually defensive consumers. Upstream Color is, in no uncertain terms, one of those movies where sometimes “you just didn’t get it” is a reasonable defense.

Presumably, one could summarize Upstream Color by saying that it’s a movie about a strange grub-like creature with which it is possible to create telepathic connections between people, animals, and possibly other lifeforms (like plants). We see many people exploiting the worm, and the closed ecological cycle to which it belongs, in radically different ways. The film opens with the character credited as the Thief (Thiago Martins) throwing away a colorful paper chain. Some kids are hovering around him on bicycles. Soon, we see that the Thief cultivates a small flesh-toned caterpillar from pots of blue flowers. These creatures are sorted and placed inside pills or mixed into drinks by being set on a filter. The effects of ingesting the drink seem to be some sort of synchronicity (tandem movement), which we see the kids use as a sort of trippy drug. Meanwhile, the Thief’s pills are ingested orally which carries the worm inside of bodies.


The blue flower, a color not normally found in nature, is an early hint that there’s something special about it.

The Thief goes to bars and tries to pick up women, offering them the mysterious drug. It’s creepy and he’s not very convincing so the strategy fails. Not overly discouraged, the Thief resorts to desperate measures and uses a stungun on a young woman named Kris (Amy Seimetz) who we have seen is some kind of film editor. The Thief forces her to ingest the worm which puts her into a disoriented, pliable state.

What follows is a series of short, bizarre scenes where Kris seems completely vulnerable to the Thief’s verbal suggestion, as if she is hypnotized. In short order, he convinces her of several unreal ideas (the ground can’t support her wait, his face is made of the same stuff as the sun so she can’t look at it, an ordinary jar of ice water is the best thing she’s ever tasted, etc) which weaken her will and distract her from the perverse exploitation he is inflicting on her. The Thief soon strips her of all her assets, leaving her alone with the worm that has now entered a new life-stage and is big and long enough to tunnel its way throughout her entire body.

Part of the reason this sequence is so weird is that we’re not sure how the suggestion effects work. I’d argue that the mechanics are unimportant and that the neurological effects of the worm, and whatever enzymes it secretes from its body, are already set up by the previous way we’ve seen it used. Besides, the film is far more focused on the exploitative nature of what the Thief is doing. Not just exploiting Kris (and his other victims) but whatever accident of ecology/biology that generated the worms in the first place. Exploitation of human beings is more immediate, but the film is also exploring the exploitation of nature and ecology. That the worms seem to be naturally occurring may mean that Upstream Color isn’t a proper science fiction film but that hardly matters either. I would likely argue for the “bio/ecological science fiction” I indicated at the beginning of the review.


The violation leaves Kris shattered as a person.

After the Thief leaves her, Kris’s hypnosis ends and she realizes there’s a worm inside her. She tries to cut it out, unsuccessfully, and then becomes drawn to a sound she hears rumbling in the earth. In a field somewhere, a solitary man points big speakers at the dirt and plays the sound. This man is called, in the credits, Sampler (Andrew Sensenig). Eventually, Kris appears. He gives her a drink, possibly loaded with sedatives, and gets to work removing her worm and transplanting it into a pig. He keeps detailed records of what he’s doing and of her. He tags the pig’s ear with her name.

By this point, the average viewer is going to be going “ques qua fuck?” and rightfully so. But it’s important to point out that Upstream Color is obviously building to something with all this, and it is providing incremental bits of information that function as clues more than plot points.

Sometime later, Kris has gotten a shitty printing job at a signage store and she meets Jeff (Shane Carruth). They start a bizarre little courtship where Jeff addresses her and his attraction for her assertively, almost aggressively. She remains guarded and closed off. It turns out that they’ve both been victims of the Thief (though neither is aware of it), and both been subject to the worm removal process. They’ve also both come up with a rational explanation for the missing time and erratic behavior that accompanied their victimization. Kris has decided that she’s had some kind of mental breakdown and now takes medications for OCD and possibly other issues. Jeff takes a lot longer to fully explain himself to her and it’s not until he does that she warms up to him. His explanation is that he was a drug addict, which led to divorce and a sort of employment limbo.

This courtship feels tense and awkward at first and it’s an interesting counterpoint to the brief moment we catch of Kris’s pig being greeted by a bigger, browner pig. This is Jeff’s pig. Realizing this provides insight into the weirdly instinctual mannerisms involved, especially from Jeff. He’s behaving how we imagine an animal to behave. Not brutish, but certainly more informal and earnest than is generally recognizable in a modern relationship.


The Sampler keeps all the pigs. He, too, exploits the connections the worm creates.

While Jeff and Kris get to know each other and begin to fall in love, the Sampler is seen to derive some sort of voyeuristic telepathic connection from the worm-infested pigs. Throughout the film, we see bits where Jeff and Kris’s behavior is inter-cut with stuff that is happening to the pigs. In addition, the Sampler seems to be able to watch the lives of the people attached to these pigs, simply by touching them. Does he have a worm inside him? We never find out how, but we do get plenty of insight into why.

All these pig-people seem lonely, haunted, and detached in much the same way as Kris and Jeff do. Some are plagued with psychological issues that feel like depression and anxiety. Eventually, their relationship eases the psychological burden of what was done to them but there’s always something odd about it, which they are both dimly aware of. Eventually, they begin to tell stories that are presumably from one of their memories and then have arguments about whose memory it really is. This is one of the ways we understand the almost nonverbal connection they share as a result of the worm and the pigs, as if they are branches of the same tree. Interconnectivity is a major theme of the film in general.

Once Kris opens up to Jeff, there’s a warmth and realism to their romance that, in spite of its bizarre tone and origins, registers as a thousand times more effective than the romances featured in just about all movies. Something in the body language, perhaps, but whatever the case it’s utterly believable and wholly idiosyncratic at the same time. Maybe it’s the idiosyncrasy that creates the authenticity. I think most relationships are idiosyncratic, after all.


The insistence and urgency of their romance also feels authentic, though we know it’s the result of a weird cross-species psychic connection.

Though at first we might think that Jeff is a bit deaf to Kris’s mental state, we also see him become more and more agitated as the Sampler interferes with their pigs. He notices that two of his pigs are buddied up and this seems to disturb him. Kris tells Jeff that she thinks she is pregnant but the doctors find only the damage done to her insides by the tunneling worm (a whole new level of violation). As they muck about in her body, we see Jeff in pain and holding his abdomen which reaffirms that the connection runs deeper than an animalistic one derived from the pigs. On some level, Jeff and Kris are baseline simpatico and this informs not only that semi-nonverbal communication we see them sharing, but also the way he reacts to her shakier and shakier state of mind. It’s when we see that Kris’s pig is pregnant that we begin to understand more of the connection they share with the animals.

The Sampler interferes again, separating the pigs and throwing their litter of piglets into a stream near his property. All of this effects Kris and Jeff in a vague, horrifying barrage of emotions including rage, aggression, fear, and profound sorrow. Though he’s less engaged with his own feelings (he’s the one asking “what” and “why” while Kris seems more in tune with whatever is going on), Jeff joins Kris in her reactivity because he also feels it. Just differently. It’s in the unquestioned support and the way Jeff joins Kris so utterly that the heart fucking melts even while you’re afraid for them because their confusion and agitation is so affecting and well executed in the context of the film.


Their love is almost totally without ego.

After a while, their pain eases. We return to the pigs, though, which have died and decomposed in the stream. Some chemical reaction happens and bluish fluid oozes up out of their bodies and into the soil and plants growing from the stream. Among them are orchids that we’ve previously seen collected by the same gardeners who sell the plants that the Thief searches for grubs. It’s possible that all these moving parts of the cycle are in collusion, but the film doesn’t say either way. Is the Sampler aware of the Thief? Probably. Is he directly involved with what the Thief does? I doubt it, and we’re never told for sure. There are some clues that he isn’t. Same with the mother and daughter who harvest the orchids and the blue flowers that we see are generated by some osmosis from what was excreted by the piglets. It seems like one of them would have told the Thief about the end of the cycle, when the flowers are no longer blue (at the every end of the film) and the worms disappear. But the thief is surprised and dismayed by their absence.

The last third of the film is comprised of Kris and Jeff figuring everything out. As the full picture of the cycle becomes clear, including why Jeff and Kris can feel the deaths of the piglets without fully understanding what they’re feeling. It all comes back to the connection created by the worm. Most of their work is accomplished without dialogue. There’s only the weird music Carruth created to inform his weird movie. Three pieces play over the last scenes of the film, all of which complimenting what we see much more than dialogue ever could. The music in this film is like a signature, another piece of the range Carruth has as a filmmaker as well as the thorough authorial stamp he places on his work. By the time it’s all over, you’re left with the impression that there’s definitely a lot that can be done through emphasizing showing over telling. Perhaps spoon-feeding information to the audience to justify the movement of the plot is a strategy that is over-relied on. Even complex movies like Upstream Color can come together into a compelling, cohesive picture just by showing it intelligently.


My favorite moment in the film.

The impressionism of the film is in full swing during the climax. The completion of the cycle back into the plants of the gardeners is what finally allows Kris to trace it to the Sampler and the pigs, which is also what breaks it. Though she’s who we begin the movie with, by this point Kris becomes a hero as well as a protagonist. But she’s not necessarily an uncontroversial hero. She’s the one who leads them to the Sampler, by retracing all the steps and pulls and engaging with her mysterious feelings, and she’s the one who finishes what he began as the unwitting architect of his own demise. By killing those piglets, he recreates some version of whatever cycle initially put that blue (the film codes anything to do with the worm and its psychic effects with the color blue) magic back into the biosphere. When she and Jeff lure the Sampler into their head-space (depicted as one of the empty rooms in the office building where Jeff works), she looks up directly at him and is aware of him. She’s trapped him, waited for him to appear and then used her heightened awareness to find him out.

And then she kills him.

Whether or not what the Sampler actually does in the film is deserving of this vengeance, it may be worthwhile to ponder whether or not his death is even about that. He’s the most interesting character in the film, after all, so let’s talk about him for a while.


There’s nothing especially triumphant about this.

Certainly his murder of the piglets is probably the clearest reason Kris would have to kill him, but it’s also about liberating her (and the other pig-people) from the cycle he was a participant in and perpetrator of. It’s also a rejection of the cycle of exploitation, both of human beings and the (not really separate) natural world. His voyeurism and exploitation are bad enough, but he also keeps Kris, Jeff, and all the others that the Thief victimized in the dark completely for his own reasons. He samples their lives, their experiences, like he samples the sounds of rocks, electrical equipment, and so on. Yet there’s a small amount of sorrow that should be reserved for him. Like with the sounds, which he tries to form into music and seems to not be wholly successful at (though he has a bunch of albums out, which gives some clue to who he is), it is possible that he’s trying to create some sort of harmony out of the lives he touches, some sort of greater meaning for himself. This obviously doesn’t exonerate him, but it makes him more than just a kind of rapist (which he is). We should pity him because his search for meaning is about control and exploitation, rather than about connection and intimacy. The film rejects the Sampler and embraces Kris and Jeff and the community they form with the other pig-people (and also the pigs, let’s not forget them).

The search for meaning, especially in nature, is a big part of the subtext of Upstream Color. It goes hand in hand with the persistent idea that interconnectivity is meaning in itself. But maybe the ego or some other flaw in our nature makes us miss this, favoring more exotic or esoteric types of meaning than that which is obvious.

Whilst robbing people blind, the Thief forces them to memorize Walden and Civil Disobedience by Henry David Thoreau. The book also winds up being one of the keys with which Kris and Jeff unlock the mystery of what happened to them. There are several reviews out there that examine the presence of Thoreau in this film, including the exciting idea that Carruth presents a Thoreauvian thesis that counterpoints the Emersonian ideals that commonly show up in the films of Terence Malick. The fact that Upstream Color looks a little like Malick is actually kind of hard to miss, and the idea that it’s Carruth’s answer to the worshipful awe that Malick infuses his films with is an interesting and appealing one. Carruth seems more interested in the repulsive elements in nature, the low down processes and disgusting orchestra of the chemical. Sunlight filtering through trees is less germane to Carruth’s purposes than is the decomposing body of a baby pig or vascular intimacy of a worm tunneling through a woman’s body.

I don’t really know my Thoreau (or Emerson, really) so it’s hard for me to comment on what exactly it has to do with Upstream Color. I’m sort of certain, though, that reading Walden would probably yield significant insight on the themes of the film. But this isn’t to say that the film is inaccessible without that prior knowledge. If it were, I’d be less willing to defend its approach to storytelling the way I did earlier. I mean, I will go as far as conceding that one shouldn’t have to read a book in order to functionally understand a movie. That said, I appreciate the notion that reading a book might help me form a more nuanced understanding or provide a more detailed context for a work. Upstream Color is very much worth that type of effort.


If I remember correctly, Thoreau did spend some time thinking about pigs in particular.

I’ve focused heavily on Upstream Color as a love story that heavily rejects exploitation and violation while embracing empathy, interconnection, and human intimacy. There’s plenty of analysis out there that focuses on Thoreau or on anti-religious elements in the film. Upstream Color seems open to all these threads of thought. Certainly there’s a sense in which the existential relationship between the unseen watcher and the watched appears like certain conceptions of an ambivalent, impersonal god. There’s also the symbolism of the worm (because it creates conformity and exploitation), the rejection of a certain type of meaning-seeking, etc. I’m sure others will watch this movie and have very different ideas about it than I did, which is partly why so much of this review mixes summary with analysis. It’s certainly the kind of movie you want to talk about for hours.

Upstream Color is a towering film and this nicely juxtaposes its intimacy and humility. Rewarding on repeat viewings, moving and resonant in every frame, this is a film that people discover on their own and cherish afterward. It’s got that something special. I mean, even if nothing else you might come away from this movie with an increased level of affection for pigs. They’re treated in a sort of banally terrible way by the Sampler. Simply as animals. But they’re more than that, and perhaps not just these pigs. Perhaps pigs, in general, are exploited. Perhaps all of nature is. And perhaps nature is dangerous and poorly understood and without inherent meaning besides that it’s nature, it’s connection, and we’re part of it.

Deriving meaning through forming connections is what humans do, though. In the sense that it embraces that concept fully, Upstream Color is an existential masterpiece.


It would be understandable if you never eat pork again after seeing this film.