Primer and Upstream Color writer/director/star Shane Carruth is an exceedingly generous interview subject. You might expect the creator of two very thoughtful pieces of genre film to be aloof or overly cerebral. But in conversation he has a tendency to react with exclamations like “wow” and “that’s so great” followed by thoughtful and digressive answers.

Maybe it’s just that I spoke to Carruth partway through Sundance, after Upstream Color had been shown only a couple of times, and he was still processing audience reactions. The film is not a typical narrative, and while it is also not outrageously obscure or difficult to puzzle out, I can imagine that Carruth might have been concerned about how audiences would respond to the picture. The chance to positively converse with people about something you’ve crafted in a bubble must be a source of great relief, even oh exultation. Every “wow!” seemed to be like a moment where Carruth realized that his experimental narrative worked, rather than one where he was impressed by the question.

Be warned that the conversation that follows is full of spoilers for Upstream Color. I sought, originally, to talk about the film in a way that wouldn’t give things away, but that intention dissipated with Carruth’s very first answer. There’s no way to talk about this film without really getting into the details of it. Fortunately, even when talking about the details of the plot, there’s a lot of room for interpretation with respect to meaning — Upstream Color is a film that will provoke many different readings.

/Film: Could you talk about the film’s title? What’s the origin of the phrase ‘Upstream Color’?

Shane Carruth: Well, so much of the story is about being effective at a distance. The main thrust of it is the breaking down and building up of a personal identity and where that comes from, but when we get into the next… the “closer to text” layer, which would be… you know, we’ve got central characters that are being affected by things they are not aware of, things they can’t speak to or name.

Then we’ve got our three points on the triangle of the sampler, and the thief, and the orchid harvesters. None of them know about each other either, they are just fulfilling their role, and what they are doing is continuing to… travel. The pigs decay, the spore shoots out of the blue material that gets into the orchid in the nursery… the thief harvests that and gets the worm. It’s all just a big swarm and the idea that none of them know that the others are there, that everything seems to be coming from upstream, that was the idea; that even though it’s a circle, from any one person’s perspective it just seems to come down and so I thought that was appropriate and sonically interesting enough.

The word I keep returning to in order to encapsulate the film is “resonance.” There’s the sampler, the relationship between sound and image, and the resonance between the two characters as they meet… Is that a word that you would use?

I think so… yeah. We are constantly talking about things that are intangible and echoing a bit. I mean there’s a duplicate for everything that’s happening in this story. Every time one character experiences something, another will eventually as well. So yeah, I think that’s a decent word. I know… I don’t know. I might need some more context.

For context, I’d start with our first look at Jeff, and early visions of Kris, in that both characters are running. Does that imply a direct link between them even at that early stage?

Yeah. The hope is that after you’ve seen it and know that “Okay, these two are both affected individuals. The idea is that he would have been first, like he is in a form of… He’s in a broken state when we first see him. Then we’ve got the kids that are linked and then so it just felt appropriate to show the next two characters linked as well and whether that’s an inevitability or whether that’s a cosmic now thing, it just seemed like “Let’s suggest that and then when we get to pairing these people up, it’s just one more note that can be played.”

Okay. I was going to ask this later on, but something you just said sparks it: did you ever consider a nonviolent resolution to the conflict between Kris and the Sampler?

Wow. No, I didn’t. He always had to go. He always had to get… There was a version of it where it wasn’t Kris that did it, it was somebody else. The idea is that it has to be a mistake. It has to be, because that sampler… You know, we’ve got the thief, who is just malicious and using this trick to steal money. We’ve got the orchid harvester with these women who are doing nothing but leading a relatively sober, passive, peaceful existence harvesting flowers. They are completely benign and in between them is this Sampler, who is cultivating a garden of emotions to sample. What I thought was really interesting is the question of whether he’s culpable at all for this, for his involvement in this. Because he’s not necessarily doing harm, but he is gaining from it.

He’s profiting from the observation of those in pain and [who] have been affected. So to me that was a really interesting story, and he has to be killed at the end. Because it’s Heart of Darkness, it’s going up river to get the culprit, going up river to get the guy who is trying to take hold and it needs to be a mistake, because I feel like that…

Which part is a mistake?

The mistake that “he’s the guy.” I feel like in Kris’s mind, she’s found the person that’s been responsible for “all of my inability to know what’s happened. It’s that guy and I don’t know what he did, but it was that guy and we are going to get him.”

It has to be at some level a comedy of errors, because unfortunately I can’t do a movie or a film or a story where a character suddenly knows everything and that’s how we resolve it. Because that undoes the subtext of not being able to know what’s affecting you. I mean if you were to know exactly what it is that’s…

Let me back up a second. One of the whole points of having this story where people can’t quite name the thing that’s affecting them — in our story it’s done with these sort of mythical elements — but in reality I think everybody has that, at some level. I think that’s why we have so many diverse belief systems to explain things that are hard to explain, and motivations that don’t quite make sense and all of these things. Anyways, so that’s how we get there… I’ve lost my train of thought.

You were talking about Kris’s “mistake” in taking action against the Sampler.

They have to stay unknowing. They have to stay… It’s not something they could ever put their fingers on, because if they were to find out, then it’s like I or the movie is saying that you will eventually just know everything. Ultimately [Kris and Jeff] would almost have replaced [the Sampler] if that’s the case, if they know everything… They are moving up the ladder in a way by doing that.

You mentioned culpability. The reason I ask about the potential of a nonviolent resolution is that I wonder about a moral culpability on Kris’s part, because she does kill a person who is not responsible for her pain. I’m not looking for moral judgment, but implicitly it seems like there’s a fracture there.

Yeah, well I think that’s the thing. To be honest, that’s almost completely in line with what I’m saying, because it’s like there are no characters in the story that actually know anything about anybody else and that’s central. So for her to know he’s the bad guy, get the bad guy, that’s one story, but it’s almost like it has to be a case where she gets the guy and is wrong about it. So… I’m trying to think how a nonviolent thing would happen. I feel like the violence stems from how low she’s been brought and how severe this is and in her mind this punishment is proper for what’s been done to her and what’s been done to her pigs, her piglets, even though she can’t quite get to that understanding, at least not at that moment.


There the idea of resonance comes back to me again, through their reaction to the coupling of the pigs, the separation and destruction of the litter. I wonder if there has ever been an affected human couple that has come together before.

See, that’s something. Wow, I can’t believe that. That’s so great. That’s one of those things that’s absolutely in there, but I have to admit I didn’t expect that… Anyways, that doesn’t matter. Yes, our story almost only takes place… [pauses]. Okay, I’m going to say it anyways. This story almost only takes place because Kris and Jeff run into each other. They come into proximity to each other. Every other person who is connected to a pig in the corral or whatever is just going about their lives and they seem to be droning on and not doing well… not that they aren’t doing well, it’s just that they are in a trance most of the time seemingly, not knowing “Why I seem to be affected by things.”

So we’ve got these two people and they meet and then to me the question is “Are they responsible for their pigs getting into a mating or family relationship or is it the other way around?” It seems to be a back and forth thing where there’s an attraction, but there’s also a real tension between Kris and Jeff as to “Why can’t we make this thing work? Why do you have an issue with me and then the second you don’t, I have an issue with you?”

It just seems full of tension, so I think once this whole thing is displayed out on the table, this is a special incident, like the cycle ends basically because Kris and Jeff came into contact, had a family. That led to one thing that led to the piglets being drowned, that led to a break with Kris’s psyche, that led to a revelation through these Walden quotes and this exercise in the pool. Yeah, but that’s what’s so amazing, that you would… I thought “Well you would have to step back and step back to get to that moment,” but here we are talking about it week one.

Is there a factor in Kris that makes her special? She seems very tuned, and able to follow things back to the source. She’s in a creative field; is that aspect of her personality something that makes her better tuned to respond?

I didn’t think of it that way. I sort of just wanted a job where she seemed like a cog in the machine. I never really thought of it as a special thing about her. What was special was meant to be this relationship, that this was… Not that if you are in a relationship that you can… it’s not trying to say that, this is the random occurrence that ended the cycle, that you have this couple in this relationship and parents of these piglets and the horror of feeling like your children have been taken away from you when you don’t even have children.

And whatever that is, having that panic without having anything to point to to explain it and leading to her psychic break basically that just puts her in that state in the pool. Wow, I’m doing too much exposition, but yeah this is all the stuff to play with, yeah.

I keep thinking how much influence the sampler has. I say this because his work seems reflected in the score. For example, when Kris and Jeff are getting together the music — the halting, hitching piano line — sounded like somebody is trying to create something. That led to thoughts of the Sampler, and the idea of a diegetic thing going on where the score is actually in the mind of the character.

Well, I didn’t intend that. I think you’re talking about where there’s a simple piano score?


That was actually meant to be… It should play out. It should be like… The notes are romantic enough. We should be able to tinkle along and reflect some feelings, but it’s played stilted. It’s like it can’t quite get… What’s amazing, or not amazing, but…

Anyways, I had a random accident where I had that piece of music, and I had another piece of music that I wrote about a week and a half later, and I accidentally played them both at the same time. I did want to do that sort of thing. I wanted to combine bits of music, but I was going to put them in the same key when I did it. What I realized is I hadn’t put them in the same key yet, but when they meshed together, they were working sort of in concert and so that became a third piece of music that plays once they are in a domestic situation and they have shared memories, but it’s a combination of the music that’s played when they are first meeting and the music that is played when they are both haunted when they are alone at night and she’s in the pool and he is picking M&M’s out of a bowl. So there was a lot of… I think I just went on and on. I don’t know what I’m talking about anymore. (Laughs)

In the “heist” first act, there’s interesting stuff about the capacity of the human brain. Kris precisely recites a recent conversation while being “controlled,” suggesting a certain mind-body split. Do you have particular interest in that subject?

I’m trying to think if it’s just things that I think are clever or if they were meant to have meaning. I mean there were certain things that are… you know, transcribing a book page by page and then creating a longer and longer chain of these transcriptions when we are telling a story about your personal narrative being rewritten, that’s almost so on the nose that it’s embarrassing. But that’s definitely in there.

I think the rest of it, if I was being completely honest, it’s probably just me being clever with what you would do if you had control, like full control of somebody and you would just tell them “You’re not thirsty and you’re not tired” or “You can’t go to sleep and you can’t eat, because these walls are in the way” and just telling them that and that’s the end of it. In her reciting what she had heard from the bank, I guess I just imagined when she gets back in the car and he’s like “Okay, go ahead and recite word for word what it is you heard” and that’s what she is doing.

It’s a display of control.


Is the Thief’s control over her ultimately the other side of the pure relationship she has with Jeff?

Huh, I don’t know. I don’t know if that’s… I could probably spin that, but I think…

It’s something I hadn’t thought about until just now as you were talking.

It’s weird, because it has been a while since I wrote it. So much of that beginning is… I think of it in terms of setting up this rigid plot or this architecture so that we can spend the next third of the movie seeing the repercussions of that relationship in a more subjective way. [The middle act is] having hopefully a more of an emotional experience, and then the third [act] would almost be like this is not heaven, but an elevated experience where we start to lose dialog except for lines from Walden. We lose any kind of exposition and we only get into motivation, will, and pretty much subtext on the screen and almost nothing else. So to go back, I think the beginning third is almost like a straight, as much as this movie is ever going to be, a straight thriller.

It’s a heist movie, in a way.

Yeah, exactly.

Have you studied Gnosticism at all?


A core concept that might apply to the Sampler is the depiction of a false god who is manipulating power wrongly, but not necessarily maliciously.

No, I mean I guess that’s the thing… Well… Somebody asked me if it was about the pharmaceutical industry and I had to admit that “Well, no it’s not. It wasn’t meant to be.” It’s more about how it can feel like we are being affected by things off screen or far away that we can’t quite know about or understand and they said “Well yeah, but with people taking these drugs they don’t quite know if they are affecting them or not” and I was like “I guess that’s true, then.” In a very specific case… I mean I was going for something a bit more universal that tries to encompass all of the things that we use to explain other things, whether it’s more religions or political systems or whatever else. But yeah, I guess anything that we can’t be sure about would fall into that category.

(This is the point where I’m going to cut out a bit of in-between conversation that isn’t relevant to anything, but which led into a general query about the influence of religious belief systems on the story.)

I mean it’s definitely influenced, because I think we all are. I guess you could tell a version of this story that would be like It’s a Wonderful Life where you’ve got the angels that are looking down and talking about him and then they send one. In that way you’ve got human characters that are affected at a distance from some heavenly place. You could do a version of this story that is like that I guess.

To me, the important bit about setting up the myth of it is that it can’t point to anything that’s established, so then it can encompass all of the different ways that we’ve developed and to think about that stuff. So I guess the answer is that the ambition of the film is to be universal and not to speak about any one religion or even religion itself instead of… I feel like we’ve got tons of religions that we don’t even call religions, you know?

Whether you are liberal or conservative, people seem to know the talking points for whatever the issue of the day is. Very rarely does it seem like these are opinions that people are coming up with themselves, it’s like they watched the right cable news channel and now they know what they are supposed to think and they repeat that. And that goes to the sciences and everything. Everybody has got their own high school football team they cheer for basically. That’s what it feels like.

I’m curious about the process of cutting the film and how you worked with David Lowery. I see a real confidence in the way the film is presented, because somebody else might have put it together differently to push things towards the audience.

David saved my life, basically. I had this weird notion that I would be cutting in the midst of doing everything as far as directing and the rest of it. I was making some progress, but every day I was falling further and further behind. I was sleeping like ninety minutes a night and I was just a mess. I was desperate to have somebody come in and David was willing to do it. So I gave him all the materials and he took a look at what I had assembled and matched it tonally like perfectly after having some… and I think this is the important part, having a lot of conversations about “What are we trying to do right now? What is this thing? How does this work?” So we talked and talked and talked.

I’m amazed that the guy can edit a movie as beautiful as Ain’t Them Bodies Saints, but that is so far away from this movie. Then you look at everything else he does too, like Sun Don’t Shine. I was at the Maryland Film Festival and the guy had edited like four movies there. It’s crazy. And he matches whatever they need to be, he’s appropriate to it and then he goes and does Ain’t Them Bodies Saints and has his own singular vision of what he’s doing. It’s amazing.

He’s a genius and I can’t believe how lucky I was to be able to rest on him. So once I got very confident that… I mean he’s just without ego on this thing. He’s perfectly brilliant, but will still abide what’s been set up without ego. Once we had that working camaraderie where I came to trust him, then he’s brining ideas to the table and it really was a very collaborative effort. It was really great, because when we stopped shooting I was able to move into editing mode a lot better and so there was a period of a few weeks where we were in the same house, but doing a back and forth, like he would be on that part, I would be on this part… I’ve never had that before, somebody that you can just have a conversation with. It’s great.

I know that if I do an edit or I’ve got an idea of something… I don’t know if he wants me to talk about this. We’ve had some conversations on Ain’t Them Bodies Saints and wherever he would be, he’d send me an edit and I’d have some ideas, but nine times out of ten he knows exactly what he’s doing, but I’d have an idea or so and we would bounce emails back and forth and once I felt like I had permission, I felt like I could take a crack at it myself and take a small segment and send it back to him. The greatest thing about being able to work with David is I know that if I try something and it’s not part of what he wants, he can just say that. “I’m sorry, that’s not part of what I want.” It doesn’t hurt at all, because I know that it’s not like “Oh, he just doesn’t get how great this is.” He’s got a vision and I feel like I can do the same with him, like he can go and spend an hour pursuing an idea and it doesn’t quite work for what we are doing and I have complete comorbidity to go “We’re going to go this way” and it’s like “great. Delete the edit. No big deal.” I hope that doesn’t sound weird, but yeah.

No, that sounds collaborative.

There’s an openness to it.

It sounds like there’s a rapport there, and you’re able to understand each other’s approaches. Did the film change significantly in that process?

Well there was definitely some progress or a transition that happened when we did start shooting, but I don’t know if I want to play that up too much, because I think that’s just standard stuff, like you imagine how a scene works and then you see it work with the music and with a camera language it comes to be and then suddenly you know something more than you did before. You know that “wait, that line of dialog is redundant, we know that from just looking at it.” So in that way, that also effects the edit, but I don’t know… I’m not sure and I’d be hard pressed to point to exactly what changed. Yeah, I don’t know. I feel like if I start talking about it, it would take an hour for any of what I said to make sense.

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