For some psychotic reason my parents showed me '2001: A Space Odyssey' when I was around ten. Ever since, I've been chasing that dragon. I've been looking for someone to use the powerful tools of cinema to show me - not tell me - something important about the Universe and have me work to (almost) understand it.

There have been times that have come close - Godfrey Reggio's 'Koyaanisqatsi' probably closest, with 'Eraserhead' and 'Enter the Void' in there, too. I'll need to see Shane Carruth's 'Upstream Color' again, but it may belong on this short list. Almost everyone who watches 'Upstream Color' will come out of it saying "I need to see that again."

'Upstream Color' is told in a challenging way, one that requires the audience work a little bit. It is a strange narrative to begin with (more on that in a moment) and you are parachuted right in. It is cut with a furious tempo, letting juxtapositions speak for themselves. Very few scenes play "all the way out" and what you are left with are a collage of feelings and strands at a story your mind furiously tries to link together.

Why do this? To get you in the mindset of the main character, played by Amy Seimetz. She is the victim of a rather strange set of circumstances. Okay, here goes: there are these worms. If you get someone to ingest these worms you can mentally control them. A character known only as "Thief" in the credits takes over Seimetz's mind and coerces her into signing over her life savings.

After he leaves she is "called" to a dude in a field with huge audio speakers and sound equipment. (He puts speakers to the ground to fetch worms - just like in 'Dune!') In her trance-like state he performs surgery on her to get the worms out. He places them inside of a pig and puts some tissue from the pig into her. For the remainder of the film the "actions" of the pig work as a leitmotif, commenting, in a way, on the actions of the human characters.

'Upstream Color' now shifts from a horror/sci-fi to an unsettling relationship drama. In the second part of the film Seimetz meets up with a guy on a train (played by Shane Carruth). They aren't all that hot for one another, but they begin a relationship. We soon recognize that he is a "worm-surviver" too.

As their romance continues, we see how they each deal with their healing process. She has some fight in her - she confronted the bank and claimed never to make those signatures. He accepts what others told him, that he was an embezzler. The two have strange shared recollections from childhood, but each claim that it is their memory. They are in an uncomfortable daze and argue.

As the film progresses we begin to recognize patterns. Much like 'Close Encounters of the Third Kind' there are signifiers that we keep coming back to. The last section of the film has very little dialogue and only makes sense as abstract representation. I know this is very vague, but telling you that a woman keeps retrieving rocks from the bottom of a pool while reciting lines from 'Walden' isn't going to help you much. You kinda have to see it.

So what does this all mean? Well, the closest thing to a final reveal is understanding the cycle of how the worms get there (and how it involves blue flowers and water that has been marinating dead pig.) What you'll extrapolate from all this is somewhat up to you.

I had an intelligent conversation with someone who was convinced it was a film about pharmacology. He made a strong case. My take is broader - that is about a Deist God, one who maintains a cycle of existence, but is powerless to stop bad things. I greatly look forward to a time where we've all seen the film and have a frame of reference to talk it out over beers til the wee hours.

On a more surface lever, 'Upstream Color' is enjoyable just for its visual and tonal qualities. Carruth's original score is mesmerizing and all the nifty sound design stuff the God figure (in my interpretation) does is quite funky. 'Upstream Color' is disorienting and heavy, but it earns every bit of mental energy you'll put into it. There are very few filmmakers out there stepping up to the plate in this manner, and, at least on first viewing, I'm pretty sure he knocks it out of the park.


'Upstream Color' premiered at the 2013 Sundance Film Festival and hits select theaters on April 5.

Jordan Hoffman is a writer, critic and lapsed filmmaker living in New York City. His work can also be seen on, Badass Digest and

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