PARK CITY - Seeing the insane line outside the Eccles Theater today, I couldn't help but wonder how many of those people knew what sort of movie they were getting into when they sat down for Shane Carruth's "Upstream Color" this morning.  Based on the conversations I overheard on the bus afterwards, I'd wager the film caught a lot of those people by surprise, and little wonder.  Dense, beautiful, hypnotic, and almost willfully opaque, "Upstream Color" is a great movie, but it is not an inviting one.  Carruth expects you to do a certain amount of the work for yourself, and for some viewers, there is no more frustrating kind of film than that.

Personally, I see plenty of movies every year where every little detail is spelled out in such an obvious manner that I don't mind when I see someone change it up.  Carruth's movie starts strange, gets very dark, then takes a left-turn into one of the most damaged movie romances I can remember before finally lifting off into about a half-hour long finale with no dialogue whatsoever.  It is completely different in aesthetics and narrative approach than Carruth's previous film, "Primer," but like that film, it seems to have no real interest in conventional narrative.

"Primer" was a largely intellectual exercise and an invigorating one at that.  Carruth used these waves of language between the main characters to finally give us movie engineers who actually sounded like brilliant engineers.  There's no easy way into that movie, and it feels like that's by design.  "Upstream Color" seems to be almost entirely about tracing an emotional arc through a larger story where the plot remains obscured somewhat while the emotions all take center stage.  It is an upsetting film at times, and there is a quality to some of it that almost feels like one of those dreams that isn't quite a nightmare but that still lingers, upsetting you and making you feel off-balance as you start your day.

First thing I want to praise: the performance Amy Seimetz gives. The only movie that even vaguely resembles this in terms of an emotional arc would be Julianne Moore in "Safe," but that film was more about watching this slow and total breakdown of a woman, while this is about living your life after the inexplicable has occurred and finding some strength in whatever it is that happens to you in life.  Seimetz is onscreen for pretty much the entire film, start to finish, and she has to play such a wild, difficult, painful emotional journey that somehow avoids the sort of histrionics that are possible in a role like this.  Carruth uses a whole lot of close-ups in this film, keeping us right in there next to Kris (Seimetz) as she is attacked one night, abducted, and then… transformed.  Most of the film takes place after her eventual return to "normal" life, and Kris comes back so broken by the experience that she has no energy to fight.  She has to just keep her head down, keep moving forward somehow, get whatever job she can get, live whatever way she can.  By staying so close, it's like Carruth is constantly peer into Kris, studying her, watching to see what fall-out there is from what we see done to her, and Seimetz is a master of the tiny gesture.  It's not easy to play a character who is disconnected in the way Kris is while still giving the audience enough access to her inner life, and Seimetz manages to keep showing us the Kris who's hiding somewhere in there, the person she was who now spends her life behind this stranger's eyes.  It's heartbreaking, as fine a performance as I'm likely to see in 2013.

Carruth stars opposite her as Jeff, a man who she falls into a strained relationship with as she tries to rebuild her life, and it quickly becomes apparent that whatever happened to Kris also happened to him, and their attraction to one another is on an almost chemical level.  They recognize something in one another that allows them to finally share this creeping horror with someone else, someone who can hold on to them when things get disconnected again.  The whole middle of the film is about the two of them building something together, some hard-to-define partnership that is all about need and desire and impulse and memory, and Carruth is very good as Jeff.  He and Seimetz really connect as performers, and so it's easy to let yourself go in this sustained expression of emotional tug-of-war, so easy to just get lost in the dynamics of the scenes even more than what's actually being said.  Much of the dialogue feels improvised, captured, and used almost as just one element of the sound mix instead of as the main thing, and that's because the film is speaking an emotional language from start to finish that is very immediate.  Special mention has to be made of David Lowery, also here at the fest this year with "Ain't Them Bodies Saints," which he directed, and "Pit Stop," which he wrote.  He's Carruth's co-editor here, and much of this film's power comes from the specific rhythms and nature of the edit.  It is expertly crafted, and I think Carruth's matured by light years as a visual storyteller with this film.

The final third of the film brings everything together, but if that sounds like you're going to get The Architect explaining the world to Neo, don't worry.  The film stays true to its perspective until the final frame, but while we may not get every answer we'd like, the characters seem to get what they need.  Or at least, they know how to get there now.  There is some resolution, some hard-fought peace, but not for everyone in the film.  This is all a cycle, a machine that we are caught in, and just because Kris and Jeff take a step outside and see it for what it is, that doesn't mean anything changes.  Recognizing the cycle does not stop the cycle.  At the end of "Upstream Color," maybe Jeff and Kris can build a life.  Maybe they can move on.  Maybe just finding each other was what they needed to start healing.

This is a movie that we're going to want to discuss, that we're going to want to revisit to start really piecing together some of the wonderful things Carruth has done here.  It is a strong, mature work that signifies a Carruth who is ready to really kick off his body of work.  Not every audience will be thrilled by the ambiguity or the anxious tone of much of the movie, but I think it is a tremendous return by a gifted filmmaker, and one of the real highlights of this year's Sundance Film Festival.

"Upstream Color" will be self-distributed by Carruth early in 2013, and we'll make sure to let you know when and where you can see it.

A respected critic and commentator for fifteen years, Drew McWeeny helped create the online film community as "Moriarty" at Ain't It Cool News, and now proudly leads two budding Film Nerds in their ongoing movie education.