Since its premiere at Sundance in January, critics and audiences have been speaking to the experience of watching Upstream Color as a mystifying emotional and psychological journey, both confounding and transcendent, leaving you breathless as the end credits roll. However, the first time I saw Shane Carruth’s sophomore film, the credits never rolled. There was a strange technological malfunction within fifteen minutes of the end, and for the rest of the night I was forced to carry this massive feeling around with me, this crescendo of emotion cut short. Whatever unconscious stimuli I was being exposed to filled me with an incredible sense of feeling and desire—but why or for what I couldn’t recognize. All I knew is when I walked out of the theater, I felt what can only be described as how Richard Brautigan once described the sun: like a huge 50-cent piece that someone had poured kerosene on and then lit with a match and said, “Here, hold this while I go get a newspaper,” and put the coin in my hand, but never came back. And of course, the next day I was able to see the film in its entirety, and since have seen it multiple times—each one better than the last.

But for Carruth—the writer, actor, director, editor, composer, and distributor—who stunned audiences back in 2004 with his time traveling debut, Primer, and then disappeared from our radar until now, his absence was worth the wait. As the tale of “a man and woman who are drawn together, entangled in the life cycle of an ageless organism,” in which, “identity becomes an illusion as they struggle to assemble the loose fragments of wrecked lives,” Carruth plays the lead role of Jeff opposite Kris, played by the brilliant Amy Seimetz. And with Upstream Color, Carruth has created a tactile film in which the sounds and textures engulf you in its layered and complex narrative that’s as much about the interdependence and madness of love as it is about our inescapable connection to nature and the world around us. There’s a poeticism to the film despite its rich sense of structure and science that allows it to possess a spiritual quality that hits the heart more so than the mind.

Upstream Color is a fractured story about broken people, shattering your notion of love’s conventions and what draws one person to another. It forces you to let go and immerse yourself in their world and the story Carruth has created in a way that you rarely feel compelled to with most contemporary cinema. You sink into the story and allow it to ripple over you with its subtle yet absolute approach, and although it may fall into the realm of the metaphysical, it remains emotionally tangible. And I will freely admit that this is not simply one of my favorite films of the year thus far, but perhaps one of the most incredible films I have ever seen. There are few things I cherish more than the physical act of watching a film, and the experience of sitting down for two hours and allowing myself to be overcome. From Upstream Color‘s first moment, something clicks inside of me and I’m hooked, mesmerized and embedded into the roots of its world.

What was the inception of this story? Why was this something you wanted to express?
I was interested in personal narratives and identity and how they come to be and what can be done once they’re set. I got really curious about whether your environment or behavior dictates how you see yourself, or whether it’s the other way around. I meet a lot of people who have this sense of what you deserve from the world and what the world deserves from you and how you believe it’s all meant to go to what’s fair—political or belief systems or what else—it seems like once those are set, those now dictate, and there isn’t any more critical thought or puzzling apart things. So I wanted to strip that away from people and have them rebuild it based on not enough information. So that was the way into the story, and the more I started playing with it, it really seemed like such an emotional experience to have your identify toyed with and not really know which way is up. And once it went down that path I really fell into the idea and wanted to push it everywhere I could—especially in non-verbal ways because it seems like that’s what we need to be exploring.

One of the things I loved about the film was the structure and how it morphed throughout. It began in a very conventional way with dialogue to drive the story forward and as it went on everything became stripped away and it was just emotion and sound. I thought that non-verbal world it fell into where it was just music and action was so much more powerful than any dialogue could have given you. Did you plan that as you went along?
I knew that it was flipping over. I think of it in thirds, where the first third is pretty straightforward—as much as this movie is going to get, as far as setting up the plot structure and how everything works in this world—and the second is the personal relationship between Kris and Jeff and how that’s not quite going correctly because of this unknown quantity and that would become much more subjective, and then that segues into the last third which the entire thing flips over and we’re just in a completely subtextual world where all we’re doing is following through on the momentum that’s built that way. So I knew that the dialogue was reducing and I knew that we were getting to a point where nothing was being said except for lines from Walden being quoted back at each other—they’re not even talking anymore. But there was one last bit of conversation in the script near the end that I got rid of completely. It would have added a little texture, but I think what you gain by not having it far outweighs that, and it just seemed like the way it needed to go. Okay, we’re going to disappear into the ether and music and roll credits and we’re done.

It also relates to how you experience it as a viewer. In the beginning you’re trying to follow this story, and then you’re becoming invested in their relationship, and by the end, it’s as if you’re not even thinking, you’re just totally in it—which is an interesting thing, to totally fall into something, to not care if you’re understanding everything, but simply committing to the feeling. With something this tone-heavy, how did you translate that from script to screen?
I know it changed a bit getting near production and being in production. I wrote a bunch of music while I was writing the script and I think I threw half of it away in the process of coming to understand what it was actually going to feel like when we saw these events take place. Things that would be explained by maybe more plot-heavy elements, like maybe there was some kind of unspoken sinuous connection between Kris and Jeff, but that was all stripped out by playing with sound and making something more subjective. And that meant the music needed to feed that. Things did change a bit, but I just wanted there to be a really strong architecture as far as the story goes, that it would hopefully be something that even if you took it away from the movie and retold the story it would be like a myth or a fable. And once the structure is solid enough, we can explore it lyrically and play with it and swim through it. So maybe you have the freedom to play with tones that way.

And it’s so experiential. I could tell someone every plot point and every detail, but it means nothing unless you’ve seen it and felt it for yourself.
That’s great to hear. I don’t think of it as a movie you have to see more than once to understand, but I hope it’s a movie that people will want to see more than once, like the way you would put on an album and have more than just a first experience. People are always asking me how it’s supposed to work, and I only have my hopes. Was it different for you seeing it multiple times?

The first time I was just really engaged in the sound and feeling from it. The next time I was trying to analyze it much more, and then the other times I just unconsciously picked up on so many small things, little editing and narrative tricks that enhance the understanding and allow you to let go and just feel it. With films that I really do love, I tend to not want to watch them again because I’m afraid some of that initial amazing feeling will fade, but that didn’t seem to happen with this.
Well, that’s wonderful.

I love the Primer soundtrack but this was a lot more intricate and all-encompassing. And it was more than just the score. The acoustics and the sound of everything—the faucet, or the ice in the cup—the smallest things sounded beautiful. How did you craft how you wanted the film to be heard?
All I know for a fact is that it’s important. I don’t know of another movie where it’s so important.

Even in the slightest moments, say, when you walk into the print shop to see Kris and the music is swelling. It’s not some big moment, it’s just there, and it elevates the scene to a point of significance.
Absolutely. The music is really important because there is so much not being said. I typically use music to subvert, but in this instance it seemed like there’s a fine line between what they’re supposed to feel and telling them what the characters feel, so I always want to lean toward the more intimate character stuff.

Film composers say that the real power comes when you begin scoring from the characters’ point of view, and using them as an emotional conduit for the sound of a scene.
Exactly. At the very end, that’s a really interesting choice for the music because it’s telling you that she’s found something good, some solace, some ending that’s positive. But I think the text of it is horrible and really melancholy. I think there was probably a version of it in my head where the music would be matched with that, explaining that this is not what it looks like, this is not pleasant, it’s wrong in some way. When we got into production and it became clear what things would feel like, it just seemed like, well, we’ll take this moment, and the story will be known, but the cinematography and the music and the way Amy performs it, we’ll let that play positive. It will be from her perspective as if she’s having a moment of resolution.

The sound is also just everything—from the plot that there’s a guy who is sampling sound and sampling emotion, but also onceWalden becomes the rough material that we pick from for imagery. It didn’t even happen that way, it happened the other way around where we’re dealing with light and sound and beasts and soil and worms and tactile stuff, and you find that stuff in Waldenand you want it to mirror back. So everything’s important. The sound is important, but it’s also important from a photographic point of view to be able to have enough control over the lenses to where, if I throw a light behind Amy or whoever and then come around and let the light into the lens and let it do its thing at a very open aperture. I need that because that’s the one thing on the screen that’s telling us that there’s something off about this, there’s some presence we can’t talk about yet.

This kind of mutual psychosis between people is one of my favorite themes to explore, and although it may be a natural thing that occurs when people fall in love, it takes time. But for Kris and Jeff, this was an instantaneous connection between them beyond their control. The way they speak to each other at first, he’s very terse and straight and it’s never very romantic, it just happens as if they’ve been this way forever and they’re dealing with it. There’s no slow fall into it.
There are a couple things going on. From a plot perspective, you’re looking at two people who are thrown together because their pigs are somewhere in the world being thrown together, and so this tether is making them behave in ways that don’t quite make sense at the front of their minds. So it’s almost like they’re having their faces pushed into it, and this is the way it’s supposed to go. But it doesn’t seem to be working. That’s the way I thought about it, like in a romantic comedy this is Hugh Grant and Sandra Bullock or whoever, this is the part where they would be flirting and somebody would drop a book and pick it up and it goes well, and in this, this was like the event where it’s never going to go well. There’s nothing organic about this, the strings are being pulled somewhere else. So playing with that is both fun and part of the exploration. But also, I don’t know what could be more romantic than people who have been broken to their lowest point, the romantic promise that exists when you’re just destroyed.

And this love is all there is to cling to.
Yeah, that’s intoxicating. Like The Hustler, one of my favorite movies. It took me a while to realize that I don’t really care about the pool playing, I care about these two alcoholic broken people that are very holed up.

And how long were you writing this for?
Not very long. I had accumulated a lot of the story elements over a year or so and then I sort of hit a moment where I just knew. I sort of understood the emotional implications of exploring this topic and I started falling into it. I think it was two or three months from that point to having something where I said we’re going to shoot this soon.

You two had a great, very complex chemistry together. I always told myself that if I were to write a film it would be about two strangers who fall in love and realize they have these shared memories.
Wow. There’s something about that that I still haven’t quite solved. I mean, I know why it’s in there for the plot, but there’s something else going on, that concept.

In that montage that’s focused on the memories and the starlings, we see a different side to both of the characters. They’re more free and loose and a bit stripped of fear.
I know, it’s weird. A movie like this gives you some freedom, like especially like in the middle third when you’re like—alright we already did the worm stuff now we’re going to see the repercussions of it, you get to be subjective and everything about it changes. The way it’s shot, the handheld camera work, the acting, it’s fun to be able to do that. When you have a story about people’s subjective narratives, it’s like you get to do whatever you like, whatever fits the moment, however they would have seen it.

You weren’t always a filmmaker. This is something you taught yourself, but you’ve also taught yourself to be an actor and an editor and composer and now a distributor. Is it a matter of making sure you have total artistic control over everything and that it’s cohesive?
I wish there was another way to say it but yeah. I’m hoping there’s something that happens when all of the pieces are coming from the same place.

If one person writes a film, another person edits it, a director puts their vision on it, and someone scores it from how they see it, that makes it one thing. But to have it all come from one source is powerful.
That’s the hope. Even if it’s not technically as good as works from bigger collaborations, maybe there’s an earnestness to it. As an audience member I plug into things that are singular because I know that if I do the work of trying to figure out why did that happen, why did that character do that, why did that work like this, I know that there isn’t potentially an answer that isn’t going to be like a groupthink answer, or that it’s random, everything will have been purposeful, you can count on that. From a creating perspective, I just like to know that nothing is happening by chance. If something’s in there, it’s for a reason. If our poster is the two of us fully clothed in the bathtub, I like knowing that there’s a reason for it. We could have done something to make this look more commercial. There’s guns in this movie, there’s pigs and worms and gore, there’s all sorts of stuff. There are ways to sell this.

But that’s the core of the movie, this connection between them.
Exactly, it’s like a gate, in a way. It’s like, if this is something that’s interesting to you, then this is for you. If not, we’re probably not going to live up to any genre expectations.

I went into the movie completely blind. It wasn’t too long after you’d finished it and there wasn’t a trailer or poster. I think I may have read that two sentence description while waiting for the lights to go down. I’m pleased it happened that way.
That is the best way. Catching something at like two in the morning that you didn’t expect.

How do you find acting in films you direct? Did you ever think you’d be acting?
No, it just happened. I could definitely find an actor, but it becomes a function of a bunch of things. It’s one less thing you have to worry about. When you’re shooting something at this level, the fewer logistical things you have to solve, the better. So to know that there’s always going to be an actor there, that’s not a bad thing. I don’t have a lot of experience working with actors, so if I’m in it, I get more information about how things are working in a way that’s really difficult to communicate. And I would be lying if I said I didn’t enjoy the playing out of the story. It’s just really fun.

There was so much time between Primer and Upstream Color. I know you were working on other things, but do you think there was something that changed in you between then and now? Because the feel of Primer and Upstream Color is so completely different. That sense of architecture is still there, but this is so much more about feeling intermingled with that.
I think they’re very far removed from each other. But the big thing I was trying to get made, A Topiary, I spent a lot of time on it, I was really invested in it and I really had my heart broken by—not being rejected or getting a no—but just spinning my wheels for so long and not getting anything going. I spent so much time on it and there’s just so much that’s been done as far as shot lists and effects tests and music that in a way, I feel like I did make the movie. I just can’t show it to anybody, I don’t have a way to show it. And that would have been maybe a bridge between the two films, maybe it would make a little bit more organic sense because it’s pretty sweeping and emotional as well—not what Upstream Color is, but it would have been a midpoint.

Are you concerned about what the audience thinks? How do you expect people to react to this film?
The people it’s for are going to eventually understand that it exists and they’ll key into it. And I think that there are people who don’t quite know that they’re into this—I didn’t always like the type of films that I like, I came to understand that they had a different goal in mind and something else going on and I really enjoy that. So I know it’s a good work and I don’t think it’s so obtuse and crazy that no one will ever respond to. It’s tough because when you write something you can write it and put it in the corner of your room and no one will ever see it, and it almost may have never existed, or you can go to the other side and make something that everybody loves and you can make a billion dollars but maybe it doesn’t matter in ten years and will just go away. So I think this is a really earnest effort to do something that has a chance of being important or relevant for a while.

And you edited the film with David Lowery, how did that process go? Did you two have a lot of interaction?
I had this idea in my head that I would be editing concurrently while shooting. And that sort of worked for a little while but I was not sleeping and it was a round-the-clock thing and I was falling further and further behind. So I had some of it put together, at least enough to show how it was supposed to unfold, and he saved my life basically. He came in and took a look at what I had and we had a conversation about how different parts of the film are meant to feel and unfold and then I would show him my really gross storyboards I keep on the side of the script. Basically he went to work and he instilled so much confidence and had no ego whatsoever and just blew me away. Very quickly I got to the point where I just trusted him and his sensibilities. There’s such an honesty with him and I felt like I could be honest. One of the most valuable things I have in the world with David is I know that he can do this or I could do this—we could each spend a significant amount of time working on an edit, show it to the other, and it’s comfortable enough for them to go, I appreciate that but it’s not going to work and the other person goes, okay great and he knows I respect him and I think he respects me. That’s so valuable.

Does writing come naturally to you, or do you have to really work at pulling forth a story?
I feel like I’m on the cusp of something different now. There’s what I used to do and there’s what I’m doing now. I’m writing something that’s further going down this path.

You’ve said that you developed a language with this film and you want to keep exploring it.
I do. I just feel there’s emotional language. It just comes back to this really simple idea of having this architecture and being able to explore it lyrically. But it’s really cemented, so that’s what this next thing is. Now when I write, there’s something weird going on, and I don’t know how to explain it, but there are these images coming up and those bits of music coming up and they’re somehow connected. It doesn’t feel like I’m writing a story sometimes, it feels like there is story that exists and I’m chipping away everything that it isn’t, and then it’s just sort of there. But I don’t know exactly what that is anymore because I don’t want to pretend like I’m some whimsical guy throwing paint at the wall or whatever, that doesn’t feel like what it is but it doesn’t feel like this extremely calculated thing once you’re done with the architecture.

Do you write music as you write the script?
Yup. It’s fun. I don’t know how to play an instrument, but there are lots of cool tools to use.

Why did you choose to distribute the film yourself? Was that another way to not have to ask permission and keep the reins?
It was complicated how that choice came about. Things are different now than they used to be. The sheer fact that most people experience films at home in some way, it’s like that is something that’s not the most expensive thing in the world to do. So the idea of getting paired up with a distributor, it’s becoming harder and harder to hand something over to them and feel like, well they’re the only ones who have the resources to do this and there’s more pieces of the puzzle that are difficult. Booking theaters is not easy, but it’s possible.

And finally, why do you do this? What is it that you love about cinema that drives you?
I love narrative and how it exists and why it exists and how it’s meant to be used. You can come up with a paragraph full of some truth, something that’s universal, some exploration, and it can be really informative, but it’s likely to not be that interesting. But you can spin a story, you can tell a narrative, and you can infuse it with this stuff, and if you’ve done your job right, you haven’t just captured somebody’s attention long enough to take them on this journey, you’ve also figured out something about the exploration through the act of the story because that’s what we key into. So I love narrative and I think that film is the height of narrative, and I don’t know what 100 years from now looks like, but from right now, to be able to communicate non-verbally but still explore, I don’t know what would be better than that. That’s what I love about it. It’s like you’re feeding right into the main line of how we experience things.

-BlackBook