Upstream Color (2013) : Movie Plot Ending Explained

After almost 9 years since Primer, Shane Carruth returned with his next film, Upstream Color. Once again, Shane played multiple roles in the creation of this film – producer (one of), director, writer, actor (one of), music director, cinematographer and editor (one of). The film was made with a tiny budget of $50,000, wow, talk about being efficient. The story is not a convoluted one like Primer, which was based on time travel. That said, it’s not very straightforward either. It does talk about some unreal patterns and could get hard to understand at times. Do give it a watch if you haven’t already. Here’s the plot analysis and the ending of Upstream Color explained; spoilers ahead.

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Plot Explanation

One thing we know about this plot is that unlike movies like Colossal or Take Shelter, there is no metaphorical approach to the storytelling. In the sense, the events we see happening in the film are, for the most part, actually happening. This film has a famous triangle that Shane Carruth calls the worm-pig-orchid life cycle.


Let’s for a moment imagine that there was a complex parasite that could survive by cell multiplication forever. This parasite has somehow found itself in certain worms. Because of a few people, who we’ll get to in a bit, these worms find themselves inside humans, then pigs. Eventually, they find themselves on the banks of a river inside the bodies of these dead pigs. As the pigs decompose, the parasite enters the soil and affects the plants and worms in that soil. The orchids that grow there get a blue colouration as a result.

Now, the parasite doesn’t really care where it resides. But in this movie, the consequence of their existence is utilized at the various stages by different sets of people. The story of Upstream Color follows the people who are victims and beneficiaries of this parasite. It is also good to note at this point that these people benefiting from the parasite are not really connected to each other. At each stage, one group benefits from the parasite, and contribute to the existence of the circle of events.

The Beneficiaries

The Thief

Over time, somehow, he has figured that when a specific worm is ingested, the person who ingests this worm goes into a trance. After that, anything spoken to this person becomes a word of truth to them. They can be told to do just about anything. The thief gets his stock of worms from a group of flower sellers. He picks the plants that have blue colour orchids because these special worms live in the soil of the plant. The flower sellers have no clue why the thief is buying these flowers from them. According to them, he’s just like any of other flower-buying customers. The thief tests out the effects on a bunch of kids who help him create the drug. These are the initial sequences of the film where the two kids are doing some coordinated hand gestures. They are in a trance. The Thief benefits by getting his victims to hand him over all the money they own.

The Sampler

Now, this dude is a music composer of sorts. He goes around sampling sounds from various locations and composes based on them. It’s not shown how but he comes to realize that when he plays certain sounds into the ground (worm charming), he ends up attracting a human who has a large worm inside of them. Further, he figures that by transferring the worm into another animal, say a pig, he’s somehow able to experience the emotions and sounds of the person who initially had the worm. He is able to tap into this person by being around the pig. A telepathic link is formed between the pig and the person. The Sampler is able to tap into this. Over time, he has a pig farm which contains a whole bunch of pigs connected to their respective humans. The Sampler taps into the emotions and locations of these various people (without their knowledge) and uses them (and the sounds around them) as inspiration to compose. He produces under the label of Quinoa Valley Rec. Co. The Sampler benefits by making money off this recording company. When the pigs die, or in the event of piglets being born, the Sampler bags them and dumps them into a river.

The Flower Sellers

A mother and daughter duo who happen to stumble upon a place by a river bank which has blue orchids growing. They collect these orchids, pot them and sell them. Because it’s an exquisite blue, people pay a higher price for these flowers. The Flower Sellers are the ones who don’t really harm anyone to gain profits.

The Victims


She is a single woman who has a regular corporate life. The Thief tries to sell his drugs under the pretext of molly or some similar drug outside of a club. No one happens to buy from him so he takes matters into his own hands. He gets his taser out of his trunk. Kris is unfortunate to be passing by him. He tasers her and pumps the drug into her. Once the parasite is in her, she almost immediately is put into a trance. After that, the Thief takes her away and instructs her to drive to her home.

Once they are home, he tells her to make a pitcher of iced water. He tells her that his head is made of the same material as the sun and that it makes it impossible for her to look at his face. This way she never sees the face of the Thief. He goes on to tell her that the iced water is somehow special. That when she drinks it, she feels revived and full of energy. That it is better than anything she’s ever tasted. He also says that there are two approaching armies, hunger and fatigue, but a great wall keeps them at bay. This ensures that she doesn’t feel tired or hungry and drinks only water. He makes Kris stay up all night and write down each page from the book Walden. She is instructed to create a paper chain from each of these transcribed pages. The paper chain is indicative of the how seemingly unconnected individuals are somehow eventually linked. There are two reasons he makes her do this mundane work. First, to keep her tired and distracted so as to keep his mind-control working. Second, while he sleeps at night he needs her to keep doing something rather endless so that he can continue where he’s left off the next morning.

He then proceeds to tell Kris that her mother has been taken hostage and they want money for her freedom. Kris says she owns a part of the house and she can get $36,000 from it. While she gets her house documents, we are shown a quick glimpse of a gun which will be used at the end of the film. He makes Kris withdraw small quantities each day and give him the money. He makes her repeat every conversation she’s had in the bank to ensure that everything is going according to his plan.

Days pass by, once he has all of Kris’ money, he tells her that the wall that keeps away fatigue and hunger has now crumbled. The Thief leaves after clearing up the paper links. Kris’s hunger hits her, she empties the contents of her fridge into her stomach. After this, fatigue hits her. She sleeps for what appears to be days. The worm inside her begins to grow in all directions. The stretching of her limbs is the result of this. Once she gets up, she realizes that there is something moving inside her. She tries to cut herself to get it out but is unsuccessful.

The Sampler is doing his routine of playing the sounds into the ground. Because of this, Kris is drawn towards him. The worm inside her draws her towards the sounds he’s playing. The Sampler has set up everything for his victim. He uses his tried and tested apparatus to transfer the worm into a pig. After that, Kris is free to go and the Sampler tags the pig as “Kris” and adds it to his farm. He will now use this pig over years to connect to Kris’ emotions and sounds around her to compose. Kris is retained in his place for a period of time before he releases her. As rightly mentioned by Jan Vána in the comments below, we are shown Kris walking, in a trance, in her own house with other people inside. This is a visual indication of the reverse connection that Kris is sensing with her pig and, in turn, to the other pigs on the farm which are connected to several other people. She’s still in a trance, and there is no one actually at her home.

Kris is finally out of the trance and finds herself on the highway. When she goes home she sees that her house is in a mess with stains of her blood. She decides to call 911 but is unable to remember what has transpired there. She goes to work and realizes that she has been missing for a long while and as a result, is terminated. She then notices that she has no funds in her account and everything she owns is gone. The bank shows her footage of her coming in to sign cheques. Devastated, she goes into a shell and lives her life lost and confused. She joins a company that does printing and signage.


Early on, in the film, we are shown a quick glimpse of Jeff running. This is to perhaps show us that right before the time Kris has been victimized, Jeff too had been a victim of the Thief. While what happens to Jeff is not shown, he later narrates it in the film. Jeff is a broker at a firm. After being put in the trance by the Thief, Jeff is made to siphon funds and move it from one account to another till he can pull it out. After that, the Thief leaves Jeff and moves on to his next victim. The Sampler then happens to draw Jeff to him and does his routine of the worm transference to a new pig and adds it to his farm. Jeff wakes up in a hotel room not knowing why he did what he did.

When the firm finds out what Jeff’s done, they fire him. But because he knows Greg, who’s the head of the firm, they cover for him and ensure that he’s not arrested. Now Jeff does interdepartmental reports for them. He doesn’t have an office, he works in common spaces. Greg pays him in cash to keep him off their books. Jeff’s wife leaves him as she can’t deal with what he’s done and the whole thing gets attributed to substance abuse.

The cycle continues

A year passes. The Thief continues thieving. The Sampler continues sampling and adding more pigs to his farm. When pigs die or give birth, he dumps the unnecessary ones in a river. They end up on the bank and decompose. This leads to blue orchids. The flower sellers harvest and sell these. The Thief buys the plants. The cycle has been going on.

splicing memories

Kris and Jeff

Kris’ pig and Jeff’s pig end up mating on the farm. Let’s be clear about this. The pigs mate first. They are connected to Kris and Jeff telepathically. This leads to Jeff and Kris to have an inexplicable attraction to each other. While they are very awkward about it, they end up exchanging numbers. Kris tries to tell Jeff that he can call her if he ever has printing or signage requirements. Jeff says that he will call her, but he will never need signage ever in his life. She agrees. Now we aren’t actually shown the number of times Kris and Jeff have met, but they aren’t exchanging their numbers in their very first meeting.

They go out on a date finally. After that, she doesn’t answer his calls. Jeff meets her on the train again and convinces Kris to pick up his calls. She agrees. They start meeting more often and continue to connect. Jeff doesn’t tell Kris about his past and the stealing yet. They awkwardly get closer. Kris tells Jeff about her medication. Jeff only tells her he was divorced.

Stones and Candy

Over the year Jeff and Kris have each developed a repeating habit. Jeff picks up blue coloured candy, and Kris dives to a pool bottom and surfaces rocks. These repeating actions appear to be ways in which they are coping with their respective trauma.

Sampler, hard at work

The Sampler seems to be trying to compose using the Kris-pig and Jeff-pig but because they are mating he is unable to connect to each one individually. He tries reaching out to the various other people via the pigs in the farm. What we need to understand here is that he’s not physically traveling to any of those places. The visuals are just to show that the Sampler is able to feel, hear, and see things by the people associated with the pigs in his farm. He toggles from one person to another, collects sounds and emotions. He puts them together into his compositions.

asthma couple

We are shown a couple who seem to be having some issues in their relationship. We are shown repeating scenes that involve dialogues like “Just want to say that I hope today is better”, “I made a list of the things I want to try harder at”, “I love you”. Now, this couple clearly has something going on which they are struggling to work at. The guy is the one who has a pig connecting the Sampler to him. the wife faints and is being taken in an ambulance and we hear the guy saying that she did suffer from asthma. Based on what they were going through she probably missed out on her medications, doesn’t really matter. As the man sits in the hospital, the Sampler is drawing from his thoughts. Again, as Jan Vána has mentioned in the comments below, the Samper is observing the man play the morning’s events with his wife again and again in his head altering it because of his guilt and regret. The Sampler is witnessing these events to draw out his compositions. Observe that the clothes on the couple remain the same, but the conversation slightly changes. This is how the man is playing it out in his head and the Sampler is feeding on it.

Confused memories

Because of the nature of Kris’ and Jeff’s connection, their memories begin to splice with each other’s. We see a sequence where Kris ends up in Jeff’s office and she’s lost. Jeff is able to sense where she is and guide her back out. They also have conversations about their childhood memories and both of them claim that memory to be theirs.


Jeff tells Kris about how he stole money in the past. He also tells her that he can’t understand why he did it. He brushes it off to be related to drug abuse. Kris doesn’t correlate his experience with hers at this point. Jeff and Kris get intimate and one day when she wakes up, she notices a scar on his foot similar to hers. This is the location from which the worm was extracted. The Kris-pig, by now, has become pregnant. Now, it’s important to know that Kris is not pregnant, only her pig is. But because her connection to the pig she feels she is. She heads to a doc to confirm this. The doctor not only tells her that she’s not pregnant but the physical trauma that Kris’ body has been through makes it impossible for her to conceive a child. The doctor doesn’t know anything about the worm, she concludes it to be a past occurrence of cancer.

worm markings


Kris is heartbroken. As she walks down the street, Jeff finds her and asks her what is wrong. Kris is overcome with a need to go looking for something. She is unable to say what or why, but the connection to her pregnant pig has created her need to find it. But at this point, she doesn’t know anything about a pig or the farm or the Sampler. All she has is an inexplicable feeling. She tells Jeff that they need to get a car. Jeff says that he wants to get married to her and agrees to get that car.

That high-pitched sound

They get a car, and I presume they also get married and go around wandering, searching. But they are unable to find anything, they don’t even know what they are searching for. Their memories continue to splice further. We are shown a bunch of conversations they have in a repeated format. Just like the asthma couple, this could be the Sampler playing out their conversations from various angles to take what he needs. One night, Kris begins to hear a high-pitched noise and asks Jeff to help her find the source. After a couple of days of not being able to sleep, she finally gets Jeff to dig for the source of the noise. Jeff is only able to find a pipe with a weird flowing sound. But he says that it is a low-pitched noise. What’s happening is that Kris is able to hear what the Kris-pig and the Sampler are hearing. Which is why only she is able to hear the sound and not Jeff.

Piglets and the bathtub

A few months pass, piglets are born to Kris-pig and Jeff-pig. The Sampler has no need for them. He locks up Kris-pig and Jeff-pig and bags the piglets. He throws the bag into the river. The piglets die and float away. Because of their connection, Jeff reacts violently by punching a coworker and throws his work papers just like the Sampler does. Kris begins to cry inconsolably. Also, Jeff and Kris get into a state of panic and hide in their bathroom inside their bathtub. They are feeling the fear and anger that their respective pigs are feeling.

Blue orchids

The piglets float away and reach the banks and decompose. This causes the soil to produce blue orchids. We are shown the mother and daughter duo who pick out these orchids to sell. As you can see, they don’t have anything to do with the Thief or the Sampler. They are harmlessly collecting flowers and selling them. But by doing this they are completing the circle of events.

Ending Explained

The death of the piglets triggers something in Kris. She goes swimming and does her usual rock picking from the pool bottom. But she’s in a dissociated state where she’s not acknowledging even Jeff. All she’s doing is reciting lines from Walden, unknowingly. Jeff quickly notes down the words that are coming out of her mouth. Once Kris snaps out of it, she reads what Jeff has written. A quick referencing of the lines leads Kris to find the book. Now Jeff and Kris both verify that she is able to recite the book word for word. I believe this might have partially triggered Jeff’s memory of the book too. The Thief seems to have used the same book on all of his victims.

Kris finally reaches a stage where she now sees a yellow orchid inside the swimming pool. I believe this orchid is not really there. It’s symbolic of how she’s able to connect to everything the Sampler is able to see and feel. Her agony of the loss of the piglets is so intense that she’s now made a reverse connection to the Sampler. Jeff and Kris go looking again, but this time Kris has an idea what she’s looking for. She’s able to get a vague sense of the area they need to go to. They land upon a location which has a mailbox in the name of Quinoa Valley Rec. Co. This is the Sampler’s company. They head to a music store and purchase CDs produced by this company. On listening to it, they both have their connection to the Sampler amplified.

We are shown a scene where Jeff, Kris, and the Sampler sit in a white room with a table and bunch of chairs. Now, this room doesn’t really exist. It is a mental space where the Sampler is able to see Jeff and Kris. Initially, the Sampler looks at Jeff and Kris not knowing what is going on. Right after, Kris looks directly at the Sampler. This is to show that Kris is now completely able to see the Sampler just as he is able to see her. He moves his gaze away from her in fear because such a thing has never happened to him. Kris is able to physically locate him. She has planned for this and has taken her gun with her. She shoots and kills the Sampler because being connected to him and the pigs is her single source of agony. In the mental space, the Sampler falls to the floor holding his chest, thanks to the bullet. Kris has gone upstream to locate and end the source of her pain.

Jeff and Kris retrieve all the records of the people who are linked to the pigs on the farm. They begin writing out to them and sending them a copy of Walden. Eventually, all the victims get together and revamp the farm and ensure all the pigs are taken care of. After all, they are all still connected to their respective pigs. Each of these victims has a gaping, inexplicable hole in their lives that has ruined them. Each of them has had to create an answer and embrace that new version of themselves. Finding the farm gives them closure for at least one part of their misery. Killing the Sampler breaks the circle of events. No more Sampler means no more dead pigs in the river. No more dead pigs mean no more blue orchids. No more blue orchids mean no more worms for the Thief.

Was the Sampler truly the bad guy who deserved the bullet? Perhaps not a bullet may be, but he was indirectly causing agony to all the people through their pigs. Perhaps, the one who did deserve the bullet was the Thief, but since there was no telepathic link to him, he gets away. The story is not about vengeance, but acceptance and finding the ability to move forward. The film ends.

Do let me know what you think. Drop in a comment in case I got something wrong or missed out stuff.