Shane Carruth created an uncompromising mind-bender with his first movie, Primer. But with his second film, Upstream Color, he's done something harder and weirder. Upstream Color uses striking images and sounds to unmoor you from reality, even as it tells a powerful, emotional journey. No spoilers below...

The meme you're going to hear a lot about Upstream Color is that it's confusing, or that it's impenetrable. But that's not true at all. Upstream Color is actually way less confusing, on a first watch, than Primer. There were a few bits here and there where you might not be sure, at first, what's going on, but Carruth leads you forward with a sureness and lightness of touch that shows a lot of growth as a film-maker.

Bits of Upstream Color are upsetting, bits of it require some concentration on the part of the viewer, but if you trust that Carruth is actually telling a story and not just fucking around, you'll be rewarded. Carruth takes the old "show don't tell" maxim to its ultimate extreme — nothing is explained, but absolutely everything is demonstrated, to the point where the mechanism of the story is actually quite clear-cut.

It's hard to summarize Upstream Color without giving away too much — if you want to know a lot, read our exclusive interview with Carruth, where he explains pretty much the whole shebang. But suffice to say that it's a character-based story about a couple, played by Amy Seimetz and Carruth himself, who have been damaged psychologically as a result of an experience that neither of them understands.


It's easy to see why people think Upstream Color is confusing or impenetrable at first glance — the movie is full of wordless sequences where you see orchids, or pigs, or a close-up of Seimetz's feet, and what's being conveyed is as much an altered state of consciousness as anything else. Sometimes, the screen is washed out with blinding light, and sometimes you get a startlingly clear, bright image of something that's hard to identify. And there are some bits that are unapologetically goofy or wacky, like the "pig farmer" who goes around making electronic music out of found sounds, for no particular reason.


But Upstream Color is way less of a puzzle than Primer was — it's much more about burrowing inside your head with the weird lovely pictures, and making you identify with two characters who are fatally dysfunctional. Also, where Primer was a film about technology, with lots of sequences of the main characters geeking out about their invention, Upstream Color is about biology, and the ways in which it shapes us beyond our understanding.

And like I said, it's a pretty character-based story, in which the central axis is the damaged romance between Kris (Seimetz) and Jeff (Carruth), who are so dysfunctional together, it's cringe-making. A lot of the credit for Upstream's watchability belongs to Seimetz, who takes what could have been a tiresome Girl Interrupted riff and turns it into something both vulnerable and brave.


You'll probably want to watch Upstream more than once — but not so much to figure out what the heck is going on, more just to let some of the stark, weird imagery sink in. Of course, there are parts of the movie that might be too uncomfortable or depressing to sit through a second or third time — especially the opening half hour, in which we see how Seimetz becomes such a terrible mess.

If you're viewing Upstream Color as science fiction, you'll see it as being in sort of the tradition of Invasion of the Body Snatchers or Adaptation. It also put us in mind of some of Octavia Butler's novels about people being transformed into something not entirely human. It's very much a story about weird biology, and the notion of an external influence that creates connections between people and other creatures that are counter to our usual view of the natural order.


To some extent, the characters in this film are victims or pawns, but Carruth explores the ways in which we claim agency when we have none — rather than admit that you've been victimized, you choose to claim responsibility for things that weren't actually your fault. Carruth manages to explore some big, sweeping ideas while keeping his story small and personal — and yet, it leads to a fairly big conclusion, in which the characters do seem to confront the root of their situation. ("Seem" being probably the operative word.)

We all say we want movies that don't talk down to the audience, and Carruth already proved he can do that with Primer. With Upstream Color, he goes one better: he creates a story that's as much visceral as cerebral, that challenges you on the level of not just intellect, but instinct as well. This is the first real masterpiece of the year, and it's a film that anybody who cares about good storytelling should see.


Upstream Color opens today in New York, before expanding to other cities later this month.