Retro Review: “Upstream Color” | The film that made me want to make films (even though, sadly, I do not)

Eric Warren
Pantheon of Film
Published in
6 min readJan 22, 2024

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Copyright Upstream Color

By the time I get to Phoenix…

Seriously. I recently had a wonderful experience during the Christmas Holiday. In Phoenix, of all places. The city that, no offense, could be thought of as a giant suburb.

Two things happened. One, I saw a wonderful Jazz concert at the city’s only Jazz club, The Nash. During that concert the angelic trumpeter, Dr. Jesse McGuire had two young people come up on stage and jam with him. Young.people.playing.jazz. Competantly. That is enough to restore your Faith in Humanity.

Prior to that, though, I had a thoroughly life-affirming conversation with my second cousin. About film. This young man, who also is a musician and collects vinyl (be-still my beating heart) is already, in his twenties, something of an authority. Or at least afficionado. He asked me to give him some recommendations about films to watch.

Softball much?

OK. Asking me about film recommendations is like handing me the mic and saying “you have as much time as you want”. I literally went off, and he was, I think, taking notes. What was my top recommendation of favorite film? Maybe not of all time but pretty well up there?

Shane Carruth’s remarkable, weird, maddening and stunningly beautiful “Upstream Color”. If you haven’t seen this film, and you love film, please please please find it somewhere and watch it. It is truly amazing.

“Whatever is counter, original, spare strange…”

The Jesuit poet Gerard Manly Hopkins wrote a lovely poem about flawed perfection called ‘Pied Beauty’, which starts with the line “Glory be to God for dappled things.” Its central thesis is that imperfections in things are signs of the Creator’s mark. Evidence of the Perfection of His Design.

I first saw “Upstream Color” on Amazon Prime Video several years ago, while I was in a hotel room in San Diego. On my laptop. It freaking blew.my.mind. And, BTW, affected me so much I almost changed my life and became a film-maker. What I did do was buy Blu-ray copies of the film and give them to my Family Members at Christmas that year. And, make them watch it. Only one or two made it through to the end.

Why?

“Upstream Color” is beautiful, flawed, mind-blowing, impenetrable. All those things, and more. And a practically perfect piece of film-making. Its Creator (Director, cameraman, Composer, writer, and co-star), Shane Carruth really left it on the field with this one. His first (and only other) film, “Primer” is also sensational, and is widely considered to be one of the best Time Travel films ever made.

If Coppola nearly killed himself making his masterpiece, “Apocalypse Now”, if Guillermo Del Toro did the same with the remarkable (and maddening) “Pan’s Labyrinth”, then Carruth, I think, mainly went bankrupt making “Upstream Color”.

Sadly, I have recently learned that Carruth several years ago got into a nasty Twitter fight with his “Upstream Color” co-star, Amy Seimetz, who has publicly accused Carruth of physical abuse. I haven’t looked into this any more than in reading a Web article about “Primer” and Sundance. So, take my passion for the film for what it is, even if the film-maker may (or may not) leave something to be desired as a Human

And now, back to our Film Review

“Upstream Color” is like a dream that you wake up from, and try so hard, but fail to remember. Even more maddeningly, you try to divine its meaning, but since you can’t remember the details (and Dreams don’t have straightforward meanings, anyway) that is impossible.

But you are enchanted by the fact you dreamt it. Similarly, watching this film, you think, along the way, the you understand what is going on. But really, you do not. My best precis of the plot is that an (perhaps Alien) organism is going through a life-cycle that involves Orchids, worms/larvae, Humans, Pigs and water.

Huh? yeah, I told you it was hard to understand.

Interspersed with this “Indie SciFi” plot is a gorgeous love story, a rather pedestrian (in a good way) drama of Dallas residents trying to “make it”, and a host of interesting characters that either are, or are not, involved in the Alien Life Form life-cycle.

The visual (and auditory) language of film

I had to re-watch “Upstream Color” the other day to make sure I hadn’t imagined (or dreamed) how good it was. And also so I wouldn’t look like a fool to my clever second cousin. I did so on my recently new 4K TV, playing the Blu Ray disc on a PS4 which, I think, might have done some upscaling. In any case, the somewhat cinematic experience simply underscored for me that I was right, right, a thousand times right.

“Color” starts off weird, gets really weird (and almost kicks the viewer out) but then ends very strongly. What I noticed, this time, was that Carruth uses the visual and auditory language(s) of film to pretty much tell the entire story of “Upstream Color”. The viewer learns nearly nothing based on what the characters say, and is simply presented with a series of Terrence Malick-worthy images that show, rather than tell, the strange narrative. These are complemented by the remarkable music which, again, Carruth created himself for the film.

There are certain scenes, as in Malick's “The Tree of Life”, where visual imagery and sound/music work together so superbly I felt like I was watching someone else’s dream. In fact, at one point one of the (maybe) Nefarious Characters who is supporting the Alien Organism’s reproductive cycle is recording sounds, Foley-style, in and around Dallas, and the combination of dream-like Cinematography and Music, and the sounds that this strange person is recording, blend together perfectly.

Tell Me a Story

OK, I will try to summarize the plot. A group of people in Dallas are working to harvest Orchids from a river, in order to obtain the larvae of some insect, presumably. This larvae is placed into capsules, then fed to humans (with or without their consent) which then causes them to enter into a trance-like state where they are subject to a kind of post-hypnotic suggestion from a Dianetics-like Proctor, involving glasses of water, reading and then transcribing Thoreau’s “Walden”, and, nefariously, signing over their life’s savings to the Proctor.

Eventually, the Humans end up in a strange farm, where they have a blood transfusion with a pig, who then has babies, who are then thrown off a bridge into the River, decompose, something from their decomposing flesh is sucked into the roots of the Orchids, and the cycle begins anew.

The actual story is broken down into three segments: segment one, where this weird plot is set up; segment two, where our two main characters (Carruth’s and Seimetz’s) meet and fall in love; and segment three where, having realized they are both victims of the Alien Organism Conspiracy, desperately try to break out of the Cycle.

Sorry, but yes, it is just weird

Did I say the plot of “Upstream Color” was almost uninteligble? Or, at least, didn’t follow a very rational through-line? Did I also say, if you, like me, are a fan of fabulous camera work, editing and music, that it doesn’t mattter? The point, after all, here, is the Visual and Auditory Language of Film telling a story. Brilliantly.

One of the things about this film I appreciate as much, or more, than anything is how Carruth takes a city that most people would not say is beautiful — Dallas — and makes it gorgoeous. The Indie SciFi film-maker Jamin Wyans performed a similar kind of cinematic alchemy with Denver in his films “Ink” and “Frame”. I would argue that Denver is at least beautiful because it is framed by the spectacualar Rocky Mountains. Dallas, which I have visited many, many times is doesn’t even have that. It is a decent city, with an OK downtown, but mostly it is a giant Suburb.

For a film-maker to make me forget that is quite an accomplishment. Despite Carruth’s personal issues (which may be significant) he created, in “Upstream Color” one of the most remarkable, and original, films ever made by an American.

Available for streaming in HD on AppleTV and, weirdly, from the Microsoft Store. In SD (?) on other platforms. You might be able to buy the Blu-ray even if it is a used copy. It is worth it, IMHO.

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Eric Warren
Pantheon of Film

“I’ve grown lean from eating only the past” — Jenny Xie