Upstream Color

“I have to apologize,” a man tells the woman he’s kidnapped and drugged in the early moments of Upstream Color. “I was born with a disfigurement where my head is made of the same material as the sun.” She looks away, his face too bright to see, and she listens to him explain the importance of water. The necessity and nutrition and taste of water.

The man’s head is so bright that it fills the room. So bright that there are no shadows on the walls. The woman closes her eyes and discovers an insatiable thirst. If she doesn’t drink water right now, she’ll die.

Her name is Kris (Amy Seimetz). She works for an ad agency. She’s in a position of power and esteem. This morning, she hand-picked a world-renowned artist for an upcoming campaign. Now, just before the sun sets, she can think of nothing but how thirsty she is, how bright the room is, and how important Thoreau’s Walden is.

The man tells her to copy Walden word-for-word onto hundreds of sheets of paper. He tells her to link them together into an endless paper chain.

She doesn’t ask why she has to do this. She isn’t scared. She does as she’s told. The chain gets longer and longer.


The man walks into the house one morning and tells Kris that her mother has been taken by men who want money. He asks her how much money she has. She tells him she’s got equity in her house. She’ll use that money to free her mother.

A year after she’s been set free, Kris has been left without a job or a home. She’s had to rebuild her life completely, and she doesn’t remember why.

She meets a man named Jeff (Carruth) on the train. He’s wealthy and interesting. He lives in hotels. They fall in love.

They tell each other stories about their childhoods. They both grew up in Vermont. They almost drowned in the same pool at the same age. On the same day.

They have the same parents. The same friends. The same memories. Sometimes, without even noticing, their minds synch completely, and they don’t know why.

Shane Carruth’s follow-up to the critically acclaimed (and universally confusing) Primer, a time-travel movie with more timelines than characters, is another head-scratcher that demands multiple viewings and complete attention for its entire runtime.

You’ve read what happens in the first act, but don’t worry about spoilers. That was a fraction of what’s happening in those early minutes, and even then, I’m only partially right about how things go down. Like Primer before it, Upstream Color is a complete, logical story with its pages rearranged. It’s a chronological Rubik’s cube of ideas and images and sounds, and the algorithm to solve it isn’t given to you until the second time you’ve seen it. Or the third. Or ever.

The most basic of plot descriptions is as follows: a small group has discovered a worm that allows for total mind control. These worms are fed through pigs. The mind control is enabled through synchronicity.

Like Walden before it, Upstream Color believes that all things are connected. Not just because they’re on the same planet, or because they’re all alive, but because we’re all experiencing the same life at the same speed. The life of a pig, or a worm, or a man, or a woman, or a plant growing deep in the roots of a tree, are all the same organism. All sharing a communal consciousness.

Somewhere down the road, this group has managed to tap into our collective unconscious. We’re all the same, but we don’t know how to connect.

Few filmmakers are willing to take the kinds of risks that Carruth takes with his productions. As Woody Allen said of his movies thirty years ago, “I don’t believe I’m smarter than my audience. Often, they’re smarter.” Carruth knows how to challenge his audience as an equal, not an authority. The movie swirls its ideas together into a cocktail that is confusing, sure, but also enticing. Carruth doesn’t believe he’s smarter than us. He believes that we’ll meet him halfway. That’s the difference between sheer pretention and thematic depth.

A film like The Matrix Reloaded tells its audience how smart it is by being intentionally cryptic. Upstream Color gives its viewers the keys to its secrets and asks them to pay attention for themselves. It doesn’t intend to teach us things about the universe we never knew before–it shows us things we’ve seen under a microscope and asks us if we agree. That’s the sign of a truly intelligent film.

Upstream Color is about a lot of things all at once, and audiences are going to have a very hard time following the movie as a narrative. Like Inland Empire or Waking Life or Tree of Life before it, Upstream Color is a movie about its plot, but not necessarily for its plot. We have characters and heroes and villains and stakes that are steadily raised throughout the production, but these are always secondary compared to the ideas Carruth expresses through his images.

Like his work on Primer, Carruth has again taken on as many duties as possible for his new film. He acts as writer, director, producer, composer, actor, camera operator, and editor for the film, making this totally and completely  his vision. And what a vision it is.


The movie uses sights and sounds in a way we don’t often see in high-concept science fiction films. It has more in common with Tarkovsky’s Solaris than even Carruth’s previous film, lingering on beautiful images and using fugues instead of developing its story in a conventional way.

It’s the work of a master filmmaker. Confident, concise, powerful, strange, and infinitely complicated. Carruth’s film is a series of emotions and reactions. Scenes that wouldn’t feel out of place in last week’s To the Wonder. The only difference is that Upstream Color is constantly trying to understand its own themes and ideas about life and memory and consciousness and fear. It’s a Terrence Malick film without the voice-over or the philosophizing, focused instead on the very nature of its characters’ minds. Not understanding their thoughts, but how they think at all.

Upstream Color is playing in select cities now, and it deserves your complete attention.

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  • Dorothy

    I cannot wait to see this. I doubt I’ll understand it. I didn’t get Primer and it didn’t get me. But for some reason I really really really want to see Upstream Color. You can force your story’s shape….