“If you have built castles in the air, your work need not be lost; that is where they should be. Now put the foundations under them.” Could this passage from Henry David Thoreau’s Walden be any more relevant to today’s independent filmmaker, who struggles to realize the dream of cinema while also, increasingly, having to build for himself or herself the distribution apparatus to support it?

Walden, a mixture of philosophy, satire, religious yearning and introspective self-help, appears prominently in writer/director Shane Carruth’s new Upstream Color. Early in the film Kris (Amy Seimetz), a VFX quality control technician and one of our two protagonists, is forced to study Thoreau’s 1854 book by a con artist who keeps her drugged while he liquidates her life savings. And by the film’s dizzying finale, lines from its conclusion — “The sun is but a morning star…” — are, in voiceover, the only words we hear. But when in the interview below I ask Carruth — a defiantly individual filmmaker who has developed his out-there features entirely away from both Hollywood and independent-film power centers — whether he realized any affinity with the Transcendentalist poet and philosopher, he pauses, just for a second, before shaking his head no. “I’ve always thought of Walden as a non-narrative narrative. It’s hard to connect to. When I think of a book that I would like somebody to read that would leave them in a comatose-type state or open to suggestion, I think of Walden.”

With a career consisting so far of just two features, Carruth has blazed a trail based on just such unexpected points of view. In 2004, he burst onto the scene with Primer, a picture about engineers grappling with the ethical implications of an accidental time travel discovery. The dialogue was dense, dubbed even by then-Sundance Director Geoff Gilmore as “borderline incomprehensible” in the festival’s catalog. The Dallas-based Carruth, a former software engineer, had worked on the film for years, teaching himself cinematography by shot listing the entire movie using tungsten slide film, shooting in his actual locations and developing stills over and over again until he figured out the correct exposures. Primer won the Sundance Grand Jury Prize, received a theatrical release and became something of a cult classic. And then … silence. There were rumors, a teaser website and screenplay leaks for a large-scale second feature, A Topiary. In 2011, Carruth was reported to be working on special effects for Rian Johnson’s Looper. (He did, but the scenes containing his work didn’t make the final cut.) But, mostly, Carruth seemed to be cultivating a Malick-like isolation that only served to grow his mystique further. “Shane Carruth, Phone Home,” I plaintively urged in a 2008 blog post.

But in 2012, there were signs of life in the Carruth universe. He popped up as an executive producer of Amy Seimetz’s SXSW-premiering Sun Don’t Shine. And there was word of a new movie … Still, seeing that film, Upstream Color, suddenly appear on the list of Sundance Dramatic Competition Films when it was released last November was a shock. There had been no online production diary, Kickstarter campaign, crew member tweets — all the new-era marketing tricks that, while getting the word out, conspire against the very notion of cinematic surprise.

When I arranged this cover story with the film’s publicist before Sundance, I assured her, “Don’t worry, we have a ‘no-spoiler’ policy when the film hasn’t been released yet.” She laughed. “There are no spoilers in this film!” Indeed, while revealing some of the film’s plot is necessary to discuss it, such literal descriptions only convey a fraction of a picture that, to continue the Transcendentalist riff, contains multitudes.

Here’s what I can tell you. The film is something of a romance between a man and a woman, each left shell-shocked by the wreckage of their past lives. Kris has lost her money, her memory and her job, while Jeff (played by Carruth himself) has found a once promising financial services career clouded by his own ethical misdeeds. They’re both at rock bottom, and their attempts to understand and move beyond their pasts are both haunting and heartbreaking.

The above, however, tells you nothing about the bug virus or the pig transfusions. Or the color-changing flowers or the mysterious character of The Sampler, surveying the countryside with his audio recording rig. And don’t ask me to explain the two kids on their bicycles, or the bickering couple that appears mid-film, or what really happened in that room near the end. In other words, anchored as it is by a strong characters and a compelling relationship story, Upstream Color is concerned with many other subjects — language and ideology, our ability to understand the natural world and the undiscovered mysteries that lie inside our own DNA — and Carruth confronts these subjects with an exciting conception of film narrative that’s unlike anyone else working in film today.

A film as original as Upstream Color doesn’t deserve the typical post-Sundance acquisition handicapping. It’s the film, not its potential distributors, that should be debated long into the night. Fortunately, Carruth is sparing us those Park City shuttle discussions by boldly using the Sundance world premiere as the first step in a marketing campaign that will culminate in the film’s theatrical release on April 5. “It’s not self-distribution, it’s distribution,” Carruth says below as he details his decision to build a team that will release the film across multiple platforms this spring.

I spoke to Carruth via Skype from Los Angeles, where he was putting the finishing touches on the movie and preparing for the festival.

The last time I interviewed you was at Sundance when you were there with Primer. We were sitting in the restaurant at the Yarrow, and my last question was about what you were going to do next. And you said, “I have a script that I’m finishing now. I don’t honestly know the whole business side of it yet, but I’m hoping to make another film. We’ll see if it goes well.” So, what happened after that conversation in 2004?

Well, I went to Hollywood, and the dream came true, and I directed Iron Man 2 and did a couple of Star Wars prequels.

And now it’s time for a small personal film.

Yeah, exactly. I’m trying to get back to my roots. [Laughs] No, what happened was that I worked on something I was very passionate about. And at the same time, I guess, I was honestly coming to learn something about myself. I was taking meetings out here in L.A., and this concept of being a hired director, hired writer — my suspicion was that I didn’t know how to do that and maybe wouldn’t be any good at it. It took a couple of years to prove that that’s probably true, that there’s not a lot of common ground between the way that I need [to make films] and the way that [the industry needs me to do it]. I guess it took a while to be so sure of that that I could close that door, basically, and just get back to work.

So, the number one thing that I have been spending time on between Primer and Upstream Color is a real passion project of mine called A Topiary. For whatever reason, I believed some of what I was being told, which was that I could potentially secure financing for a bigger film. A Topiary is basically [about] kids in control of very powerful, almost build-your-own-type creatures, although hopefully there’s a whole lot more to it than that. There’s a whole symmetry, a whole architecture to the way the premise even works. I spent at least two years writing it, perfecting it and designing the way that these things work. And then, I started getting into effects tests because I wasn’t very happy with the way that third-party effects integrate into production. I wanted to make sure I understood what the problem was before I went down that road. I tend to get obsessed, and I did.

And then, I started doing financing meetings. I think I wasted at least a year in those meetings. You know, you are greeted with enthusiasm and it’s always, “We’ve got half the money, we just have to get the other half.” Or, “We’re going to partner with this other company.” Or, “Let’s find out what the foreign pre-sale value is for X and X actor, and then we’ll attach them. And who else can we [cast]?” I’m not describing anything new, but it’s a system where nobody says no. Everyone is enthusiastic, but none of the money hits the account and people aren’t being hired. And for me, this is my life. This is my only job. For them, it’s one of several projects, so the urgency isn’t quite there.

Bottom line, I finally decided that if nobody was going to say no to me, then unfortunately I was just going to have to say no to that process myself and move on. And so, in early 2011, I had the idea for this project that became Upstream Color. I just became really enamored with how it worked. I wouldn’t have to ask permission. It wasn’t going to be easy, but I needed to make something, and this was in front of me and I could do it. So, I sort of rebelled and went and did this movie.

When we discussed Primer, you spoke about calculus and the invention of the transistor as inspirations for the story. So, what would those inspirations be this time for Upstream Color?

I’m from Dallas, which is a very conservative place. I come to L.A., which obviously isn’t, and I go to New York, which isn’t, for the most part. And so, I hear both sides of almost every topic. And more times than not, it seems like people, once they’ve aligned themselves to a thought, it’s no longer about objectively figuring out whether it logically adds up anymore. It’s more about getting the talking points from [other members of your] group. Anyway, that’s probably too deep into this, but it’s the idea of people forming identities based on the things they find around themselves, [rather] than critically getting to what they believe is true or not true. I find that really interesting.

What I wanted to do was have a story where I break some people apart and make them have to figure it out all over again — what it is that they are, how they see themselves and how they behave. They’re going to wake up — whatever “wake up” means — in a ruin of some kind, and they’re going to have to understand or explain to themselves what happened to them. That was sort of the kernel of it. I wanted to explore the concept of trying to recognize that you’re in a narrative, one that you may have made up yourself, or one that was [impressed] on you from an outside force. Thematically, this is everything in the film for me. And then you have a potential romance in the midst of it all, and I found that incredibly compelling. I think I had The Hustler on repeat last year for months. That’s where it comes from, the romantic possibility that exists when everything has been stripped away. I don’t know a better premise for a love story that that.

And then, I needed this mythical cycle to be happening around them. They’re not aware of it, because if they are, then that changes everything. Then they know that their story is affected by it. I wanted these mythical elements to be there, but that [the two central characters] not touch them. Once I knew that, then it’s like you get to play with these things. You’ve got a Thief, you’ve got a Sampler and you’ve got the Orchid Mother and Daughter as the three points of this continuing cycle’s triangle. The Thief is clearly a pretty negative force, for the most part. The Orchid Mother and Daughter don’t know what they’re doing. They’re just cogs in the machine. They’re completely benign. And then, you’ve got The Sampler, who is a complete unknown hanging in the middle, this character we can read into. Is he just observing, or is he gaining something from his observance? Is he saving people from this worm that is constricting and controlling them? Or, is he just using this device to grow his own fishbowl full of emotional experiences? I’m trying here not to talk about God; it’s like, that is what we’re talking about. There is an offscreen force that we attribute things to that we can’t explain. Anyways, that’s way too many words, but that’s where that story came from.

Wow. So tell me then, what about Walden? Where did those references come in? The book is so rich, and it obviously reflects so many elements of the film. But it occurs to me that it offers a natural metaphor relating to your perceived persona as an individualist, someone totally self-sufficient who is operating outside of Hollywood as well as the large centers of independent film.

Well, no, I never tried to put that part forward. I picked Walden because I needed some exercises for The Thief to be putting Kris through, to occupy her while he’s waiting for her checks to clear. [Laughs] I wanted her to be doing a bunch of things. I wanted her creating these [origami] paper chains — an activity that’s meaningless. And then, I wanted her transcribing this book. I’ve always thought of Walden as a non-narrative narrative. It’s hard to connect to. When I think of a book that I would like somebody to read that would leave them in a comatose-type state or open to suggestion, I think of Walden. And the more I realized that I’ve got a story that’s playing with universal elements and people trying to connect to something — [people who] know their lack of connection is somehow important, that they’re missing something there — then it’s like, great, I’ve got this whole bible full of vocabulary to play with that is ingrained in their heads in some way. I know that when they hear leaves rustling, we’re hearing about Walden. When I’ve got a character who’s claiming that his head is like the sun, I know I’ve got a visual vocabulary that’s going to keep doing that echo. Every time we see a character who’s under some sort of arrest, we see flares of light echoing behind them. It’s just sort of astonishing that there’s an analog for all of that language in the book.

Going back to our Primer interview, we talked about how, even if the audience isn’t quite sure what the characters are talking about, they get the sense that the characters know very much what they’re talking about. It strikes me that this film is very much the opposite. The characters are occluded, groping for meaning. Frankly, a lot of what you just told me I didn’t get on first viewing, but what did resonate very strongly was the sense of this film as a relationship story. It has the same beats as there would be in other, more conventional relationship stories, where characters have to confront their own pasts — insecurities, traumas, the detritus of previous relationships, their childhoods — in order to move forward and embrace the present. But here, those elements of their backstories are abstracted into these almost science-fiction plot points.

That’s so satisfying. Yeah, that’s exactly the way I thought of it. It’s funny, especially when these two characters, Jeff and Kris, meet, for the next 20 minutes it’s almost like this is a Sandra Bullock/Hugh Grant romantic comedy. Except in this story, the thing that’s drawing them [together] is offscreen and doesn’t make any real sense to either of them. It’s like a meet-cute gone really bad. [For them] it’s more or less, “We are going through the motions. We feel compelled to be in these scenes but don’t really want to be. We don’t want to exchange these words with each other because it’s not natural.” It’s like a compulsion.

How did your process this time differ than Primer? The shooting style seems very different, certainly.

There’s a lot going on that’s in transition. When we get into that house where Kris is being abducted and stolen from, those are locked down [shots]. We are focused in a very disciplined way, trying to emulate something that’s happening [in the scenes to Kris] — the idea of being locked up. And then, we traverse so many different styles, and I felt very free to do that because we’ve got a narrative about narratives. Near the end, it’s a world of complete subjectivity. I don’t know if anybody realizes this or not, but the last third of the movie doesn’t have any dialogue.

Except for the Walden quotes.

For 25 minutes nothing is being said on screen. There’s just quotes from Walden [in voiceover], music and a gunshot. We are almost looking at nothing but metaphor. It reaches a point of complete subjectivity. So, I thought the shooting style could run the gamut. We could be in whatever style we needed to be in because of the way that the characters viewed their narrative at that [point of the movie]. When we get to the shared memory sequence between Kris and Jeff, that’s shot very loosely, very vérité. It’s completely appropriate to that scene, even though it’s the exact opposite of where we were in the lockdowned part [in the beginning]. And it’s the exact opposite of how disciplined the shots are at the end, as well. So, it’s like [the cinematography] dips back and forth into all of these styles depending on what’s appropriate at that moment. And the most satisfying thing for me is I think that happens in a way that doesn’t draw a ton of attention to itself. It’s not like it ever feels like we went from color to black and white. Hopefully it just feels appropriate to whatever emotional strings we are playing with at that time.

What about the job of being your own cinematographer? You famously taught yourself how to shoot in order to d.p. Primer. How do you approach this position differently this time?

Yeah, well, you know, [the cinematography] is much more [accomplished]. Given the tools that I had, I gave it my all when it came to lighting and trying to understand our [visual] language. What was going to support our narrative and our subtext the best? Sometimes that meant I would put a practical light, or an impractical light, literally in the shot, out of focus, and it becomes this other presence that’s warming the room in some way. Or, it is an echo or reminder of the head or shoulder of a character. That became one of the tools and another was just being playful with nature, with daylight — not really worrying about perfectly even shots. We didn’t have to neutral density a bank of windows for this film. The windows go away because we’ve just got that layer of subjectivity. I guess I approached it with a lot more care this time, and I had a lot more experimentation behind me in the run up to production.

What kind of experimentation was that?

Experimentation with lenses and how to light and what to light. I mean, I basically learned through trial and error. This film has an impossibly narrow depth of field. Like, almost a stupid amount. I don’t think a bigger film would have been willing to do this. It’s pushed so thin that there are technical errors in the film as far as something being out of focus at the wrong moment. But, there is a handcraftedness to it that I would rather have. And if the wonderful isolation of that narrow depth of field means that I can throw lights out of focus and they become presences instead of appliances, then I’m okay with that. I’ll take it. The tactile nature of things can be really fun once you give up the perfectionism of “everything’s gotta be just so.” For whatever reason, I’m thinking about wrapping Christmas presents, and I want to wrap ’em in brown manila paper with twine. That sort of thing, yeah. [Laughs]

Did you shoot the film knowing it would have that kind of tumbling, jump-cut style in the editing?

Yes, absolutely. The edit was going on in tandem to shooting, so they were informing each other the entire time. That’s not to say that this was improvised in any way. There was a shot list, and we stayed relatively true to it when we could. But there were things about the setting or the environment we couldn’t control, and then, the edit would have to reflect that. And then, that would inform the next day of shooting as well.

How did David Lowery become involved as an editor with you?

About a month or so [into the shoot] I was losing sleep [editing at night], and I wasn’t able to keep up with what we were doing. A friend of a friend knew David, and I asked him if he would come on and help, and he did. And it was brilliant. He started editing in tandem [with the shoot] and following through with the language I was [creating]. But then, he was also bringing in his own ideas. I have not had that kind of experience before, [working with] somebody who has so little ego that he’s willing to fold into the process and then bring his own ideas. It was such a trusting situation. We worked in tandem from that point forward. And then, once production stopped, we worked for another month together.

Let’s talk about the relationship between your character and Amy’s. Were the emotional beats of that relationship defined scene-by-scene before the shooting? Or were you finding moments as you went along? I’m trying not to ask the improvisation question, but I am curious how precisely the emotional arcs were mapped beforehand.

Maybe the best way to talk about that is [to discuss] the reason I wanted Amy for this role, and that was because she’s a filmmaker. I saw her film Sun Don’t Shine, and I got about 10 minutes in, and some part of my brain knew already that [she was] what I needed. She understands narrative so well. We have spent enough time separately exploring how narrative and storytelling works that we could have a 60-second conversation that would accomplish whatever we needed it to. I’d say that’s probably most of the work right there, just being able to have that common language. And then, when we needed to have a longer conversation, we could do that, too, but it was not the most work to figure out how to get to the right emotional spot with this stuff. We were just sort of on the same page most of the time.

When did the decision to spearhead your own distribution occur? Was that before you made the film or after?

The germ of the idea was definitely before, but I think it remained sort of a plan B up until this summer. You know, I had a certain experience with Primer where I needed to get deliverables ready to distribute the thing. And so, then I was picking apart, well, what were they doing? Like, what were they spending the money on? It’s like, well, they hire an outside theater booker. They hire outside publicity. They hire outside this or that for key art. After a while you realize, well, if what they’re doing is hiring these outsourced utilities, what’s the difference between them doing it and me doing it? So, Joe Beyer, who’s my colleague in this in distribution, and I started taking it apart piece by piece; what does this cost and what is the work involved in doing that? [Self-distribution] is still an incredibly daunting situation, but I get to make all the decisions. There isn’t anybody telling me what my poster needs to look like. There’s nobody telling me what my trailer needs to look like or what I need to emphasize, which is actually something I was a little bit worried about if we were lucky enough to sell to a distributor. They could decide that the way to make the most money is to say that it’s a genre film with horrifying worms. And if people show up and don’t like it, well, we’ve already got their money. Or, they could acquire it at the festival and feel very passionate about it. And then eight months later, maybe they don’t, or maybe management has changed. And then, we find ourselves being distributed contractually but not with any spirit behind it. And so, I just became happy to do the work. I’m not afraid of doing the work. And that’s how plan B turned into plan A.

What are you concentrating on now?

Now I’m completely into this world of marketing. What we’re doing right until [our release date of] April 5th is storytelling. We are framing the story, contextualizing it for an audience in the hopes that they will want to watch it. Now I can’t imagine another way. I would never let somebody else make these decisions now after having done it. It’s just too much fun. It’s too satisfying.

What are some of the ways that you’ll be acclimating people to the story?

There’s a theatrical poster. I select my own stills, so the first images that show up online or in print will come to define the story. I’ve cut two teasers, and I’m cutting a trailer now. The first [teaser] was confounding — it explained the elements of the story but in a way that does not connect them. People understand that they’re going to get a narrative that has tension and some kind of otherworldly elements. The teaser that was released today has zero of those elements. There is nothing that anybody would consider genre at all in there. It’s simply the relationship, the heart of the thing, that romantic possibility that exists in the ruins of a life. When the trailer comes out right before [Sundance], that’s going to cement these two ideas and at the same time show that there is a real narrative here, a real story. It’s not meant to be a puzzle. It’s not meant to be something obtuse, that you admire while you’re detached. There’s really something on its mind, a real heart to it.

I know that that’s not much different than what anybody would do; it’s just that I get to know that [the marketing] is true to the story instead of just about making money. The sheer fact that we’re doing it to support our coming out at the festival, I think, is really exciting because we’re not going to be in theaters for another two-and-a-half months afterward. We’ve got some things planned in between to continue awareness, to continue to contextualize. And we’re going to compress the [festival] window. We’re not going to go to every festival in the world. We want to be released, and hopefully, I will be shooting another film soon after that.

What about VOD and all of that stuff? Is that factored in already?

Absolutely. Like anybody else, that’s where we’re going to meet our largest [audience]. But, I still believe in the idea of a theatrical run legitimizing a film. We premiere in New York April 5th. We intend to do 25 other markets, major markets, within the next couple of weeks. Three or four weeks after April 5 is when we go to cable VOD and other forms of digital. It’s not self-distribution, it’s distribution. We are doing a version of what any other real distributor would do.

What about other types of publicity and marketing? Will you be doing any form of transmedia, extending the story onto other platforms?

I’ll be adding elements. I pressed the score on vinyl. And we’re selling on the website versions of Walden — basically the copy seen in the film. We’re [publishing] the screenplay in the same sort of pocketbook-type style. It’s a little bit uncomfortable for me, honestly, dealing with the merchandise part of it, but at the same time, I do have to be a little scrappy when it comes to financing because I hope to make another film. And so, if people are willing to go along with these sorts of ideas — and they’re ideas that I think are interesting and not action figures — then I feel good about pursuing them. We’re going to be doing regional screenings between January and the opening, and we definitely want to promote those. There will be online clips and teasers that will support a specific theater that’s only playing the film for one night.

And what’s next, after the release?

After [A Topiary] I started getting into something else, a romance set in the world of commodity trading on the ocean. What I’m currently writing is more associated with that idea than anything else. I mean, it’s grown and turned into this whole other monster, but that’s what’s next for me.

There’s so much more I’d like to ask you about Upstream Color — explanations of moments or characters or narrative turns. But I also feel that that’s not the way one is meant to experience this film — decoding it in a literal, one-to-one way. You know?

It’s so good to hear you say that because that’s exactly how I feel. I’ve got anxiety about these upcoming Q&As because I’m worried that that’s what they’re going to turn into. I’ll have to find a way to talk about it without talking about it. I don’t know what the answer is, but talking about [literal meanings] seems like it can’t go well. It’s like telling somebody a joke and them asking you why it’s funny, and then you try to explain it. If they didn’t laugh, it’s not going to matter to them why it’s funny.

Well, let’s leave it at that then.

Okay.