Flixclusive Interview: Shane Carruth (Upstream Color)


Shane Carruth had a cult hit on his hands with Primer back in 2004. His second film, Upstream Color, is more ambitious, more enigmatic, and much more emotionally charged. It was met with raves as well as confusion at the Sundance Film Festival, SXSW, and New Directors/New Films. The movie comes out this Friday in New York, and opens next Friday in LA, Chicago, Denver, Washington DC, and other major cities across the country. For a full list of cities, theaters, and release dates, click here.

I had a chance to sit down and talk with Carruth last week following the first New Directors/New Films screening of Upstream Color. He was really thoughtful throughout our conversation. What surprised me is that right up front he acknowledged the divisiveness of the movie, but it seems natural given the creature he’s made: an existential love story about people whose identities are destroyed and the attempt they make to rebuild their lives together.

I didn’t want to ask Carruth to systematically decode symbols and themes since he’s probably gotten that a lot and will continue to field those questions in the coming weeks. I was more interested in his broadstrokes about the film so most of the particulars could be left alone. This actually did two things: one, it revealed in some ways that Upstream Color is an outgrowth of Carruth’s larger and evolving concerns as a storyteller; and two, it made me realize I had a pretty good understanding of the film’s major concerns the first time around.

[Editor’s note: Some of the questions and answers have been altered in order to prevent spoilers.]

How did the screening go last night?

I’m feeling pretty fortunate. I mean, look, the film has a different ambition. Whether it’s a good version of that ambition or a bad version, that’s not for me to decide. But I think when something is a bit different, it’s necessarily going to be divisive because there are people who are going to key into what it’s trying to do immediately, and they’ll judge it based on that merit, and there’s going to be people that feel it’s not going to quite meet their expectations because they weren’t lined up properly. And that probably is not going to go well sometimes.

I always expected that there would be some level of divisiveness, but to be honest, I really think it’s been, given that, pretty positive.

I’ll say this: I’ve seen it twice — at a press screening last night and at SXSW — and Upstream Color is going to be in my top five films of the year. It blew me the hell away. [Editor’s note: I’ve now seen it three times.]

That’s so wonderful. That’s so wonderful to hear.

It really was like the first time I saw Eraserhead or the first time I saw The Prisoner–

The old TV show The Prisoner?



You like the show too?

Oh yes!

Hell yeah! It’s a great show!

Yeah, that’s– That’s– You know what? I just thought of that. I did this list of influences and I should have put that. Yeah, I love that show.

I guess that kind of keys into one thing in the movie: I noticed issues of control, even asserting self-control. Could you speak to how that played into your creation of the movie?

Well, yeah. I mean… I can tell you where the story started. It’s an exploration of identity and personal narrative. I knew that I wanted a story where that was going to be stripped away; I was going to a central character or characters and they were somehow going to have everything that they knew about themselves go away, and they would have to regrow that based on whatever they had around themselves.

So that was the core, and the machinery for how to get them there was this sort of weird life cycle that was created around them. And I needed to satisfy certain criteria to be balanced in a way in my head, and I guess we can get into all that. But the bottom line is she [Editor’s note: Kris, played by Amy Seimetz] had to be put through a process of some kind to have it stripped away. That’s where the control comes from.

So much of the film is about these central characters being affected at a distance by things they can’t speak to or even speak about. I guess that’s where anything about control would come from: they will be pushed around, they will have to be pushed around, because there isn’t any other way to explore this idea. I mean maybe because we all have a feeling of being pushed around.

The film feels intensely autobiographical, if not in actual lived events then at least emotionally. Did you find that seeping in as you were crafting the film?

I mean, it must be only because it started as this thought experiment — what if you were to strip away a person’s ethical beliefs, or political beliefs — and it got bigger, and bigger, and bigger to a point of stripping everything that they are; everything, the way that they view themselves and what they deserve, how they view the world and their relationships, and the emotionality of that. Taking all of that away and leaving a person vacant seems so horrific and so emotional.

I couldn’t point to any kind of personal experience I’ve had. I mean, who knows: I could probably make something up or connect some dots, but it’d be armchair psychology or something like that, I’m sure.


But I know that I key into that, and I don’t know if I’m alone in that.

Did you go into the movie knowing sort of what the score would sound like? You scored Upstream Color yourself like you did with Primer.

Well, I wrote it while I was writing the script.


But it’s weird because it comes out of necessity for me. If I’ve got something playing out in my head, I need to have some level of confidence that we’re going to be able to execute that. I know visually what I’m capable of with cinematography, I know what I’m capable of with writing; if I can create a piece of music that accompanies this and mix all those things together, I can sort of know, “Great, we can get to this moment. So now let’s build on that.” So it started off as a confidence-building tool to know that we can do this, and then after a while, it becomes a part of the language; and then the writing is reacting to the music, and the cinematography is reacting to both, and it becomes so integrated in my head that I could–

It would have been a failed idea to try to enlist somebody else to write music, because all I would have done is say, “Make it like that. Make it more like that.” It just would have been frustrating. So at that level, I’m two steps into the room and now I’m just committed — now I’m in that room.

I ended up having to change the music at the end as we got closer and closer to the production.. I threw out about half of it because I had made a mistake of… Well… The easiest way is to say it’s a mistake. I think the reality is that once the visual language became more and more honed, that spoke to something about the script and that spoke to the music. And the bottom line is that I had music that was trying to frame the audience’s experience and not convey the emotional experience of the characters; and when so much of this film is non-verbal, I needed every tool in the arsenal to convey their experience. I needed to throw out anything that was too artificial or orchestrated and only use things that would suggest where she was in that moment.

How did you key into what music was character based and what was, I guess, manipulative to the audience? Was it something intuitive?

Well, I don’t know, I think that’s what I’m saying. I think I wrote some music in error that was manipulative. I guess I feel like you can do one of two things with music. I wouldn’t put this judgment on anybody else, but for me personally and where I am now, I only understand music in one of two ways: one is conveying the experience of a character that’s on screen in a subjective way; and two is subverting that. I’m very interested in using music to telegraph something that is actually fighting, 180 degrees, with what’s on screen, or the text of what’s happening. The film has a resolution where everything is playing one way; everything about the cinematography, the performance, the music, the setting, all of that is saying one thing.


But I think if people spend any more time with this and look at it bluntly, the text of what is happening is not that at all. [Editor’s note: At this point he discussed the end of the film. While I’m not including what Carruth said here, I’ll go into it in some general detail in an analysis of Upstream Color that will go up Friday night.] That was a long way to get to music, but yeah. [laughs]

[laughs] Can you talk about working with Amy on this? Did she contribute anything to the script, or was the script locked and she was adding to it in her performance?

Yeah, it’s really tough because it’s something between the two, because the script is the script. I mean, it is the story. What she brought to it… The authenticity she brought meant that you can sort of lay off all the other tools and step back a bit. When she’s nailing every scene that she’s in, I can step back from the other ways to convey information. I’m trying to balance things out. I don’t want to overdo it, I don’t want to underdo it. So in that sense, she does change it.

I mean, the thing is I know there’s a thousand things that changed because of her being involved, but it’s so difficult to come up with an actual anecdote. Someone like her, who’s so good at what she does…

Well, two things. She gets narrative so well that it eliminates a lot of [actor-director] conversation that we would have to have. Because she just gets it. From day one. We had conversations, she read the script, and it was just easy — she got what we were doing and how lyrical it would be.

The other thing is that her performance is so bulletproof as an actress that it gives me a lot of confidence. There’s isn’t a lot of improvisation in the film, but when we get to that part in the film, there’s that three-minute sequence of shared memories.


This is domestic bliss. This should be the end, but it isn’t, and we need to take this idea — shared memories, this inability to know where one person ends and the other begins — and I want to take it, in a very quickly paced way, I want to take it from something that’s light and fun and maybe even a little bit romantic to something that’s infuriating and agitating. “Where am I if you’re here with me? Where are we separate? Where can I be my own [person]?” I wanted all of that, and she got that.

Once we knew what the conversations would sound like and what they would be about, it was easy to go with her and say, “We’re at this location now. We know we want to play through our emotional spectrum, what’s most fitting for this moment?” She definitely informs that. By that time we had known each other a bit better, it didn’t even seem like anything. It seemed liked, “Yeah, of course this is the way we’re going to do it. Let’s just go figure it out” She was very integral to that.

That entire sequence, like the rest of the film, is edited in a way that’s disorienting but has an emotional tether. When I saw the movie at South By, I was like, “I don’t know what’s happening, but I feel what’s going on here.” The second time, “I’m still seeing shapes and clouds, so I still don’t know completely, but I’m getting it more and more.” Could you talk about the editing and how you got that off-kilter sort of feel?

Well, I mean, it had to be approached before editing, really. The conversations I would have with [editor] David Lowery… I mean, I knew what it needed to be, he knew what it needed to be, Amy knew what it needed to be, Bongani [Mlambo] who was operating the camera knew what it needed to be. David was very ingenious in the way that he made the decisions to put certain scenes up against each other, but that was truly collaborative [and something] that could only result when the filmmakers have so well internalized the story and intent. I think that if anybody was off-page or if we weren’t on the same page…

At that point I had reached such a level of confidence with everyone involved that we could start to make decisions that were a little bit more lyrical or improvisational but know full well that these choices are going to feed into the theme in a unified way; we’re not just doing this for fun, it’s because we know this piece of music so well that we can take a minute or two to go down a different avenue and do different variations on a theme and it will still be informative of the bigger whole.

What question are you getting asked the most about the film?

The number one question I’ve gotten is “Where did the idea come from for the story?” It’s very strange, because it’s such a good, earnest question, and I’m glad to be asked it. It’s the one I’ve answered the most and I find myself hating my answers and my words, simply because I’ve said them so much. But I’m lucky to be answering them.

You do a lot of stuff on your own — writing, directing, cinematography, score. Same with Primer. What prompted you to take this DIY approach to filmmaking?

I have just religious fervor when it comes to narrative and what it’s for and how it’s meant to be used. I don’t know — it’s like there’s two ways to go here. I can talk about why it’s not a studio thing, but I think we all sort of know that. [laughs]


Or I could talk about why I’m sort of a control freak who has my hands in everything. And that’s sort of like I said about doing the music early on. That times 20 is how it end up working. I get consumed with little ideas and I want to see if they can be executed, and then before long I’ve stepped so far into that department that it’s difficult to hand it off to somebody else. And then when money is an issue, more times than not it seems like, “Well, why don’t I just spend another couple days and just solve this myself instead of trying to spend those same days trying to find the right person and frustrate them to death about trying to make them do the thing that I want them to?”

It’s not a perfect solution. The script that I’m finishing now that I hope to be shooting very soon, we have to raise some money. We have to replace sleepless nights and stress with money. Seriously.


That’s what needs to happen now. I’m committed to being a control freak now: I’m doing music, I am going to do cinematography, I’m writing, I’m directing. Those things I’m not going to give up. But what I do need is to be able to hire a camera department, you know. So that when shots are set up, these things are magically happening: rigs being assembled, lights being set up according to schematics. I just need to learn to delegate better.

Is this next film you’re talking about A Topiary or is it another project?

It’s called The Modern Ocean. It’s set against shipping routes all over the world. It’s basically, at its core, a truly tragic romance, but it’s in a world full of pirates and privateers, and ships at war at sea.

Awesome! [a beat] That makes me think about something interesting about Upstream Color. There’s all this news and scooping on the internet about stuff but you were able to keep things sort of low key on this film. Is that part of being an insular production and non-studio thing?

Yeah, but it was also– It was purposeful. Here’s the thing. I know I’m nobody from nowhere basically, but I was trying to do that project called A Topiary, and in the midst of it, the script got out online. Friends were emailing me reviews that people had done of a script that wasn’t even the script. It was like this big, long production document that was like 240 pages, I think. That’s not the script, that’s the bible for production, and it was being reviewed as if that was the story! I don’t care that much, but I had some anxiety from that–


And didn’t really want that out there. So when I came to this story, “Okay, we don’t have to go to California for this. Everything’s going to happen right here, so there’s certainly no reason why we have to begin with the anxiety or stress of people online deciding what it is.” So if there is a way to keep them quiet, that’s what we’re going to do.

It’s like a wonderful problem to have. It’s wonderful that you have to be secretive to keep things off the internet! I mean, most people would kill for that.

It means that people are paying attention, which is the best thing. [laughs]

Exactly, exactly. I feel very fortunate that’s even the case, even on that small level.

It’s hard to me to want to center in on the movie and just ask you, “What does x-thing mean?” because I’d hate to do that to you.


But since they play a big role in the story, how did you decide on using pigs?

It’s one of these things where it’s got five different answers. It started with physiology being so similar between pigs and us, and there’s already so many diseases that can be transferred between the two. Then there’s so many instances of pigs in literature, whether it’s Jesus casting demons into a herd of pigs, or whether it’s Orwell’s Animal Farm, or a bunch of other things. They’re sort of these weird little beasts that are stand in for us sometimes, and I think it’s maybe because we have an aesthetic beauty to us and the way that we are and the way that we move, while they are disgusting.

Yeah, they are… swine.

Exactly. So for them to be stand-ins for us, there’s some real subversion and irony to that that I think people have keyed into in literature, so this carries that forward.

But there’s also the practical sense of it. I’ve got this guy. I want to see him shopping around for an emotional experience in this sort of meditative state. So these beasts that do nothing but sit there and eat all day seemed to fit the bill in a way that if they were snakes or monkeys or insects, maybe it wouldn’t be so useful. These are discrete little animals, so they satisfied the bill, I guess.

Inevitably there are going to be many interpretations of Upstream Color and there’s never going to be a definitive one. How do you feel about creating a work that is going to be interpreted endlessly?

You know what? I think… I hope… The conversation is on track for a consensus to center around, roughly, one broad interpretation. I think that’s already happening and I think the same thing happened with Primer, although they’re completely different and they both have completely different things on their mind. The meaning has coalesced, and I think it will on this too.

If I’ve done my job right, and I think this is born out a little bit in some of the reviews, there’s only one way to view this that satisfies all of the potential questions. I think it’s happening. I think it’s becoming known that this is an exploration of personal narrative, and unfortunately I’ve said that out loud, so I hope I’m not tainting that conversation.


But I think that’s being communicated.

It makes sense too, because while watching Upstream Color the second time, I really keyed into some lines. Kris says “It’s not my fault when things go wrong,” and then Jeff says back, “It is.”

And that implies that the negative is true: that when things go right, it’s also Kris that’s responsible.It seemed like one of the entry points to understanding what the movie was kind of getting at.

Yeah, I think so. There’s a lot of… [stuff like that]. I hope it all…

So, we’ll see.

What’s been the best part an the toughest part about self-distributing Upstream Color so far?

The best part is that I feel so great about everything that’s out there. The trailers, the poster, everything that people can know about it, are earnestly serving the film; they are properly contextualizing it, and it really is an extension of storytelling. I feel really wonderful about that, and I always want to be able to do that. It’s such a gift.

I’ll just say I love that the press notes for Upstream Color have the cast and crew, a synopsis, and that’s that. It is what it is. [Editor’s note: Usually press notes come with a director’s statement and lots of other material about the filmmaking process, the themes of the film, and so on.]

That’s right, that’s right. Yeah! And, you know, the poster could have been pigs and worms and stuff. And nope. It’s, it’s–

More intimate. But that is the core of the movie.

Exactly. Exactly. And so that’s the thing: the choice to not necessarily make every last dollar become every last person in a seat. It’s to be honest. It’s like, “Look, this is what’s on the film’s mind. If this is something that’s compelling for you, maybe the film will be as well. But if not, let’s talk in a few years, maybe.”


Yeah, so that’s the best part. And the worst… It is exhausting. It’s a lot of work, and it’s a scrappy little campaign, so things are busy a lot. It’s just work.

Hubert Vigilla
Brooklyn-based fiction writer, film critic, and long-time editor and contributor for Flixist. A booster of all things passionate and idiosyncratic.