Shane Carruth and Amy Seimetz star in Carruth’s “Upstream Color.” Courtesy of erpb.

Upon initial glance, Shane Carruth’s “Upstream Color” may seem like the most formidably impenetrable head-scratcher in many a moon. Like any potent fever dream, the film plays directly on the emotions while leaving the rational mind in a delirious state of bewilderment. Yet I defy even the most frustrated audience member to leave the theater unmoved and unshaken by what is surely the most exhilaratingly ambitious cinematic achievement since Terrence Malick’s “The Tree of Life” (which, by the way, is effortlessly coherent when compared to this mind-bending opus).

Like his riveting 2004 Sundance prize winner, “Primer,” Carruth’s long-awaited sophomore feature effort bears the structure of a sci-fi thriller, but ultimately renders the details of its ever-twisting plot irrelevant. “Upstream Color” is not a mystery so much as it is an operatic allegory for the identities we create and inhabit in order to make sense of our mysterious surroundings. Like the greatest work of Lynch or Kubrick, it reawakens our awe of existence.

In this exclusive interview, writer/producer/director/cinematographer/co-editor/composer Carruth chats with Indie Outlook about his love of “Vertigo,” his collaboration with co-editor David Lowery and the dialogue that nearly was left in the film’s otherwise wordless final sequence.

Q: As a self-taught filmmaker, are there particular directors that have served as an inspiration?

A: There definitely are, but the second I’m feeling like I’m aping someone too closely, I will change it. I’m influenced by the same filmmakers that everyone else is. I know that I look to Soderbergh a lot. I know that P.T. Anderson is one of, if not the greatest living American director. Maybe even just THE greatest director. I’m inspired by all of his work. I also do the same typical cinephile French New Wave thing as everybody else [laughs].

Q: How did your degree in mathematics enhance your approach to filmmaking?

A: I got paid to do software engineering for a little bit, but I was pretty bad at that because I didn’t care enough. The one thing that I took from math besides my own taste—I like processes—was my confidence that no matter how abstract or counterintuitive a problem looks, there is a way to take it apart and reduce it to its component pieces. It actually makes me really naïve when I approach a big project that I want to undertake. I start clawing apart the pieces, instead of doing what I probably should do, which is go, “Nope, that’s a pretty big thing. I should find a bunch of money and solve it that way.” That may be a better solution [laughs].

Q: I’ve long considered Amy Seimetz to be one of the most versatile, undervalued actresses in modern cinema. What inspired you to cast her as your film’s heroine?

A: I’ve actually never seen a movie that she’s been in, though I did see the film that she wrote and directed, “Sun Don’t Shine.” I also saw a few minutes of her acting on YouTube. I saw just enough for me to know that she clearly has that part figured out. It was really the fact that she gets narrative so well. We had a couple of conversations on the phone and it just seemed like a pretty easy proposition.

Q: How important is it for the actors to have a literate understanding of each scene? Is it more important for them to connect with the emotions of the scenes and not get hung up on their meaning?

A: That’s a good question. I don’t know if I really know. I know that actors, at least in my small experience, are all different. Some of them need to know some things and others don’t. We have that miniature scene in the film with the husband and wife having the same conversation as he exits the house over and over again. The actors, Frank [Moseley and Carolyn King], hadn’t met before that day and I feel like they’re completely convincing in what they’re projecting for each other. It’s different every time.

Q: What made you decide to write the script and score simultaneously?

A: It started out of necessity or because of some insecurity when I’m writing a scene. There’s a version of [the music] that exists in my head, and if I can get it to be appropriate for the scene, it makes me understand that we can get to the emotional moment or experience that I’m imagining. If I know that I can craft this piece of music along with my camerawork and my lighting, then I can get really close to feeling like this scene will work and I can now build on it. So the choice was made to instill confidence, or at least that’s how it started out. Before long, I had a nearly complete score that, for me, reflects the film. At that point, the idea of hiring a composer just so they could be forced to mimic what I made didn’t seem to make any sense.

Q: The score sort of becomes an alternate form of dialogue in the film’s final third, as the dialogue fades and the music dominates. I was reminded of Bernard Herrmann’s score for “Vertigo,” just in terms of how it conveys the emotional turbulence felt by the characters.

A: Wow, that’s so nice to hear. I’m probably ripping that score off because I know I’ve listened to it enough. That’s actually a really great example. There’s a long, six-minute bit of music that takes us through the final act. Until it was written, I don’t know if I would’ve had the confidence necessary to have that sequence play out nonverbally, with match cuts being the only thing tenuously connecting each shot.

Q: “Upstream Color” and “Vertigo” seem to be kindred spirits, in that they both explore the ways in which we define ourselves in an inexplicable universe.

A: Absolutely. “Vertigo” is one of my favorite films. I’m realizing that I probably shouldn’t admit that because it’s such an easy connection to make.

Q: Why did you decide to co-edit the picture with a fellow filmmaker, David Lowery?

A: I wanted to edit concurrently while shooting and I managed to do that for maybe a month before I started slipping and losing sleep and I wasn’t able to keep up. I was getting further and further behind and needed to solve that somehow. I asked David to take a look at the raw footage. I didn’t really know his work but had heard other people’s opinions of him, and he just amazed me. I was shocked by how well he keyed into it and was following through on everything that the film needed to be.

I quickly became confident in him, and throughout the rest of the shoot, it became really collaborative. We spent a lot of time going back and forth about which narrative mode we were going to be in for each scene. I brought my storyboards for us to match, and I told him that if I came up with some different ideas, I’d have notes on them. And then he’d have some wonderful ideas that would change the way that I was thinking about it and how I was shooting. When we were done shooting, there were a few weeks where we were editing together. He’d be in one room and I’d be in the other, and we’d just be walking back and forth to see how things were progressing.

It’s so weird. We would watch scenes in the editing, and I would go, “Oh, I’m so glad that cut matches that cut, what a happy accident.” Then I’d look back at the script and realize that it explicitly made that connection already. I had forgotten that I was following the script as I was shooting it. I was following my own instructions. I don’t know how things happen. I’m just an old man [laughs].

Q: Was the last third as wordless in the script as it was in the final cut?

A: Unfortunately, like everything else, this is going to be a nuanced answer. It was leaning towards being wordless mainly because so much of what happens in the film is not talked about, so we for sure were not going to start talking about it in the last third. All of the connections are nonverbal, and the characters have the inability to speak to or about how they’re being effected. They can simply experience the emotion or mania or repulsion or attraction, but they can’t point to why it’s happening. So it was always important to not talk about it [in the script].

The dialogue was definitely getting more and more sparse toward the end, and by the time we were in editing, the only dialogue that could’ve existed was in the very, very end. [Spoiler Alert] There was a scene that took place after the people had gotten their pigs back and were at a new farm that they had begun to paint yellow. All the characters talked about in this scene was ways to make the pigs more comfortable. They’d invited a veterinarian and were peppering her with all sorts of questions about diet and temperature and how they like to sleep.

It was a purposefully dry bit of dialogue about the care and feed of these pigs, and the veterinarian started to suspect that something was wrong with these people. They were treating the pigs better than one would treat pets. But that’s all it was meant to be, so when we realized that the final third was completely wordless except for this scene, it became an easy decision for us to get rid of it entirely. We weren’t going to break the spell and wanted to play out with our coda.

Q: Was your decision to self-distribute the film an attempt to prevent it from getting pigeonholed? 

A: Yeah it is. That’s definitely part of it. The positive aspects of self-distribution are that I get to craft the trailers and pick the key art that I think is telegraphing what’s on the film’s mind. It’s not only preparing the audience for what to expect so that we don’t do a bait and switch, it’s also introducing some contextualization and information in the same way that the cover of a book or the texture of the paper or the font in some way informs the framing of the work.

“Upstream Color” will have its Chicago premiere at the Music Box Theatre on April 12th with Carruth in attendance. For tickets to the Music Box’s opening night double bill of “Primer” and “Upstream Color,” click here.