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The ‘Upstream Color’ Cheat Sheet: 10 Things That Might Help You Understand Shane Carruth’s Beguiling Sci Fi Epic (SPOILERS)

The 'Upstream Color' Cheat Sheet: 10 Things That Might Help You Understand Shane Carruth's Beguiling Sci Fi Epic (SPOILERS)

You may not want to know anything about Shane Carruth’s “Upstream Color,” which opens in several theaters this week, because much of its appeal is derived from being thoroughly consumed by its mysteries. Unlike his cult hit “Primer,” Carruth’s intentionally cryptic tone poem of a movie constantly evades precise explanations. At the same time, its experimental, cosmic leanings are not devoid of plot. Those confused by the movie’s intricate design may not realize that “Upstream Color” is actually fairly simple on the level of narrative.

If you’re not a fan of spoilers, you may want to hold off on this brief guide until experiencing “Upstream Color” for yourself. But rather than provide all the answers, the items below are intended to break down some of the crucial story ingredients in the movie so that confusion over the details won’t obscure viewers’ engagement with its potent ideas. There’s no question that certain parts of “Upstream Color” are difficult to comprehend, but at least these ingredients should help clear up some of the foggier bits. Of course, some of them are open to interpretation. Readers are encouraged to offer their own theories in the comments.

Those gross bugs feed on consciousness. In the unsettling opening act, Kris (Amy Seimetz) is attacked in a parking lot and forced to ingest a parasitic bug that makes its way into her bloodstream. Once there, it multiplies and achieves two functions: absorbing her consciousness and making her highly susceptible to hypnotic suggestion. According to Carruth, the idea was partly inspired by real-life parasites that have been documented for their ability to control the behavior of other entities. “There are these parasites that burrow into the heads of wasps and ants and make them fly erratically or climb to the top of trees and throw themselves off in order to benefit from something else, maybe a fungus on the forest floor,” he told Indiewire. In this case, the bug is used to service the agenda of a mysterious figure identified only in the credits as The Thief. 

What’s The Thief’s deal? Although his background is never revealed, The Thief (Thiago Martins) has a pretty clear agenda: He wants to steal Kris’ money. Once the bug starts to take effect on Kris’ consciousness, The Thief uses a series of mind activities to lure Kris into a deep hypnotic state. At that point, he forces her to drive to the bank and withdraw all her money. (Why didn’t just go the traditional stick-up route is something up for debate.)

Why is Kris copying down “Walden”? Among the many beguiling ingredients of “Upstream Color” is the recurring presence of Henry David Thoreau’s “Walden; or, A Life in the Woods,” a book-length essay published in 1854 in which the author documents two years of his life living in a cabin. While under the spell of The Thief, Kris is forced to copy down the entire book by hand, probably as a means of keeping her mind busy while The Thief gets some rest (at least, that seems to be the most plausible explanation). But this case of hypnotic trickery also serves the underlying ideas. Towards the end of the film, as Kris begins to come to terms with what has happened to her, she repeats several verses from the book by memory. This indicates that her recollections of the kidnapping experience have started to return to her. 

The Sampler is basically a power freak. After The Thief has finished stealing Kris’ money, another ominous man whom the credits identify as The Sampler (Andrew Sensenig) kidnaps her and takes her to a remote medical trailer for a bizarre operation in which he removes the bug from her body and implants it into a piglets. Using highly expressionistic imagery, Carruth makes it clear that an element of Kris’ consciousness has been transferred to the animal (and via versa). But that’s not all: By virtue of obtaining possession of the bug, The Sampler is able to continue to impact Kris’ experience with her surroundings — not unlike what The Thief did. But The Sampler’s agenda is quite different. Rather than merely take advantage of her resources, he wants to continue to influence her consciousness, toying with her awareness by creating various sounds and sensations in his remote location that impact her waking life. In essence, he’s playing god.

How does Jeff figure into this? In the midst of all this confusion, Kris meets a workaholic named Jeff (Carruth) and eventually falls in love with him. Over time, it grows apparent that their bond is the result of a connection they can’t fully comprehend, but the implication is fairly obvious: Jeff is likely another victim of The Thief and The Sampler, suffering from money problems because he was robbed without realizing it, and suffering from mind problems because The Sampler is screwing with his head. On a basic plot level, the connection shared by Kris and Jeff implies that the bug experiment may have been larger than just the two of them; later scenes confirm this was indeed the case.

About those piglets. While not exactly characters in the movie, the piglets contain a representative power that culminates when The Sampler hurls several of them into a stream in the final, wordless act. According to PETA, “tens of thousands” of piglets are subjected to laboratory experiments each year. The Sampler uses them as vessels for his nefarious agenda, but as the plights of Kris and Jeff illustrate, the piglets endure as much turmoil as the people to whom they’re connected, a point that serves the movie’s weighty cycle-of-life conceits.

Orchids. Like the piglets, the orchids are eventually implanted with some aspect of the identities of the people originally subsumed by the bugs. When the pigletss are thrown into the river, the blue material that comes out of their bodies enters into plant roots, illustrating the resilience of both man and nature — two side of the same coin, Carruth appears to be saying.

Thus, the coins. While regaining her memories and awareness of the ordeal she was put through, Kris repeatedly grabs coins dropped into a poll by Jeff and brings them to the surface. These can be easily read as nuggets of wisdom that collectively form the rich ingredients of consciousness that “Upstream Color” celebrates in its elaborate audiovisual design. UPDATE: Commenters point out that Kris is actually rescuing rocks, not coins, although we stand by this interpretation of their figurative dimension.

Kris’ fluctuating emotions are a metaphor for maternal anxieties. Kris doesn’t realize she has been psychically linked with the piglets, but Carruth views this symbiotic connection as a parental bond. “Kris is on a path to basically get to a psychic break,” he told the science fiction site iO9. “She is dealing with the mania and hysteria of having her children be taken from her, without her ever being able to consciously know that she even has children.”

“Upstream Color” is about free will. By the end of the movie, Kris and Jeff both fight back against The Sampler and regain control over their world. The movie’s final scenes symbolize the celebratory feeling of taking control over one’s destiny.

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We are all cattle. Susceptible to prowess no matter our level of consciousness. For every theft there is a seed, planted, nurtured, and eventually comes full circle to alleviate the symptoms of the theft. Organic interpretation of the theoretical path destined for everyone in the world. Fate is uncontrollable.


Free will? Good guess. But thats obviously incidental. According to Carruth, it’s about ‘breaking cycles.’ Altho i interpreted more about cycles in nature in general, and how people can conform or conflict with them…

Mike Hawk

Sigh, leave it to the internet to come up with these wild and ridiculously deep speculations about the plotline.

The simple truth is the Thief discovered and engineered a mind control substance using the grub worms. Paired with a series of mundane actions he is able to keep someone in deep hypnosis. The Sampler is part of this process but for different reasons. He kills the piglets born from the infected host pigs, which in turn release a toxin into the water supply that the tree absorbs which the grubs use to obtain their unique abilities. This is clearly a partnership, since the Sampler is providing the ingredients to the Thief.

Kris realizes his role in this process and kills him to break the cycle. With no supplier the ingredients run dry and the special grubs become extinct. The Thief realizes something is wrong at the end when he can no longer find viable grubs.

The shared memories and instinct to follow sounds are just that, shared memories. They arent meant to illustrate some grande larger than life expose meant to expose the existential dilemma, they are just components of their DNA now bonded as a result of the parasite that once lived within them.


Frightening when you realise that there is actually a drug which is found in South America which has the very same effect as humans infected with the grub, it is called Scopolamine. It is also used to rob people while they are in a highly suggestive/hypnotic state. It is also known as Burundanga.


I think all the comments here are pretty interesting and touch on various aspects of the film, but I feel people are missing the importance of Walden and the larger, unified commentary the film is making. Granted, I just finished the movie, read nothing on it aside from this site and the comments above, and I went into the movie not knowing anything about it, but this seems to be a larger commentary on our society and, to a certain extent, capitalism at large (I qualify this because I do not think he is saying capitalism is evil, per se; it is more analogous to the criticisms of society found in Walden). Some explanation / support for my view (**MAJOR SPOILERS AHEAD** I recommend you come up with your own view before reading what follows):

The Thief really sets the stage for everything else. While he plays but a minor role in the beginning of the film, he is the reason for each victim. In the process of extracting all of the wealth from his victims, he leaves them broken and infected with the parasite. This is very much like corporations extracting the value from their workers and leaving them broken. Think of the tedious, pointless things the thief has Kris complete, only to throw out her work and leave with all her wealth. He makes her think she is working for the greatest pleasure on earth, where in fact it is just water (a basic human necessity…); such are the illusions of working in a capitalistic society. The thief also dehumanizes himself to Kris, telling her he is the sun, analogous to the facelessness, overbearing force of corporations, and also complicated by a religious, higher-power aspect (ties into the Sampler and other aspects, as well…)

Then there is the Sampler who is essentially taking advantage of the victims left in the Thief's wake. While he is not evil in his motives, he is the purveyor of 'salvation' to his victims, but really, the victims don't have control over it, and what he does is extract their souls and puts them in a pen (in the form of a pig–not a coincidence; the pig is a very smart animal and shares a lot of qualities with humans–but they're also more hopeless than apes/monkeys). He does have a rather god-like quality to him, not in the sense of being able to control his victims, but more in the sense that he is able to revel in being able to trap them, watch them (think of all the marketing companies watching us…), and commoditize them (the records he creates and sells…), and control their souls to a certain extent. Other aspects of the Sampler reveal a great deal of complexity to the message of the film (the piglets, for instance… a symbol of the cycle portrayed in the film, and our humanity, among other things), but in short, he is one who feeds on and continues the plight of the victims by feeding the parasites back into the system.

The third piece of the cycle is E+P Exotics (the florists that sell or produce the plants with the worms. Coincidence that E+P coincides with Exploration and Production (ie, oil and gas industry)? This is a very strong capitalistic symbol, and brings me back to the Thief and (there was a comment before about the boys at the beginning) his operations. The Thief is a faceless force to his victims (this is why he has them view him as the sun under hypnosis), but he really represents the masterminds of the capitalist system. He knows how to extract the most money out of it, and the kids represent the elite that will climb the ranks and take hold (you can think of this in light of the people in power today and the few, privileged kids that have the opportunity to climb to the top).

But what is critically important, as mentioned in one of the comments above, is that none of these forces (the thief, the sampler, E+P Exotics) coordinate together, they are just part of the system (much like forces at work in capitalism), and they all mutually depend on each other, and they each get what they want out of the system, leaving behind the victims in the process.

So, Walden, which I mentioned was probably the most important piece of the film. Walden is used ironically… with Kris copying the pages, folding them into rings, only to be tossed away into the garbage. The film seems to be saying that the Thief, the Sampler, E+P Florists, the poor penned up pigs–they are all in opposition to the themes and message Thoreau conveys through Walden. The irony is that Kris is able to hold on to these messages, picking up the pieces of stone from the pool (note the article said 'coins,' but this further completes the picture, as a monetary/materialistic symbol of coins has been replaced with broken concrete–a symbol of earth and man's ability to mold it and build from it). Through recalling Walden, Kris is able to use the garbled up sound recordings from the Sampler (the sampler takes sounds from nature and makes garbage out of it and sells it through his records…) to make sense of it all, find the Sampler, kill him, and reunite the victims with their souls, and renew the bond people have with nature/animals (again, all themes from Walden).

What's also interesting to think about is the Thief's relation to Walden. The fact that he uses the book can say something. And the finger tap when he pulls it out of his pocket for the first time and places it on the desk reveals his contemplation over the work. Perhaps he actually believes in Thoreau's view–after all, his work does involve quite close contact with nature (sifting through the dirt to find the worms, touching all the leaves, etc.), even if his relation to it is corrupt. But the thief's stoic demeanor complicates his character and the meaning… his head down against the car seat as he gives Kris instructions, his monotone voice–he takes no pleasure in any of it. He, in some sense, seems also to be a victim of the system, thumbing his [blackberry?] in that scene while Kris walks out of the Credit Union.. all very interesting.

This can probably be much more eloquently written and fleshed out, but I wanted to get the key elements in place. Hope this provides another interesting view to help you think about your own takeaways from the film. Reading through the comments definitely helped me see parts of movie in new ways, so it's great to read other people's interpretations.


First I thought the film was about tequila.


what i would like cleared up is 1, what was happening at the beggining when they were pouring water over the bugs and drinking it? i see how if the bug was in a human and took its conciousness then transfered it to pig how that would make a connection, but how would two boys drinking water poured over the bug have anything to do with anything???? also where do the bugs come from, the guys just in a garden looking for meal worms, this is ridiculous,

Steven Malone

Not sure if anyone else caught the duality of the Sampler and the Sampled. The name "Sampler" doesn't come from him sampling people, rather it comes from him sampling sounds. It is a play one words when Carruth titles the subjects as the "Sampled" in the end credits. Just as the Sampler collected sound samples to manipulate them for his pleasure, he too manipulates his subjects through the cognitive connection between the pigs and the post-infected people. To further the connection between the sample sounds and the sample people – Carruth shows the Sampler twice throwing things over the same bridge – the first time the sheet music, a product of his sound samples, and the other time the piglets, the products of the human/pig samples. Notice how he throws the music over with displeasure, as if he is not satisfied with the outcome of his efforts. He too was disappointed with the pregnancy between the two pigs – it was a sign of free – something he didn't want his subjects to have. Rightly so, because it was this free-willed relationship that ultimately caused his end.


OK, I've read a few interpretations of the film and they mostly make sense. But no one has addressed the aspect involving the empty office building in which Kris, Jeff, and The Sampler find themselves near the end of the film. If The Sampler is "fish-bowling" Kris and Jeff's experiences, then Kris and Jeff are still, in reality, living those experiences in the real world. So where does the empty office building come in? It seems to add an a certain Matrix-like quality to the film, where all the action is actually taking place in this warehouse/office-building, and the rest is all in the character's heads.

James McDonagh

With regard to the sampler, I read the interview where shane says he is merely an observer and not as much of an antagonist (though he undoubtedly becomes in kris' eyes) but I still feel that, although he is not inflicting the damage on purpose, he is still an antagonistic force within the narrative. in my opinion, the sampler is definitely the most enigmatic and most interesting element of the film.

Siddesh Sridhar

I certainly think that one of the many themes in the film, was criticism of organized religion and the effect of its indoctrination. I noticed the use of crosses as a visual motif more than once (Swimming pool and the tub scene). "Walden" might be a metaphor for The Bible…

Robert Burnett

I think the paragraph titled "The Sampler is basically a power freak" may be incorrect. I just saw it in D.C., and in the Q&A afterwards, Shane stated that he intended the Sampler to be essentially an observer. He transfers the parasites into the pigs so that he can have what Shane referred to as a "fishbowl of human emotions" (I think those were his exact words). But I don't know if it is his intent to actively manipulate the lives of the human beings through his treatment of the pigs.

That being said, I have only seen the movie once, and I have to go back and see it again. :)


I believe those were rocks being thrown into the pool and retrieved by Kris, not coins. They weren't uniform size or shape.


Isn't Jeff seen before he meets Kris, taking some of the larvae pills? He says he was a junkie, I thought the implication was that he was addicted to the stuff.

Obviously, I need to see this again.

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