9 / 10
Upgrade is the rare science fiction film that does major work on a small budget and delivers a complete vision without studio compromise. Leigh Whannell wrote and directed. Logan Marshall-Green plays Gray Trace, a mechanic in a near-future Detroit whose wife is murdered and who’s paralyzed in the same attack. A wealthy technologist implants him with an experimental AI called STEM that controls his body and helps him hunt the killers. Betty Gabriel plays Detective Cortez. Harrison Gilbertson plays Eron Keen, the technologist. Simon Maiden voices STEM.
The film made approximately fifteen million dollars worldwide on a five million dollar budget. It was a sleeper success that established Whannell’s directorial career outside of the Saw and Insidious franchises he had been associated with as a writer. The film occupies a specific space in 2010s science fiction, sitting alongside Ex Machina (2014), Annihilation (2018), and other small-budget science fiction films that proved the genre could thrive without nine-figure budgets.
The STEM Performance
Logan Marshall-Green’s performance is the foundation of the film. Gray is paralyzed. STEM is controlling his body. The performance requires Marshall-Green to play a man whose body is being puppeted by an entity he can speak with but can’t override. The acting work is specifically physical. Marshall-Green has to convey that his body is moving without his volition while his face remains a separate channel of expression. The choreography is exact. The audience can see both the body being controlled and the man inside the body reacting.
The fight sequences are the film’s most demanding work. STEM is a highly capable combat AI. Gray’s body is performing combat that his mind didn’t learn. Marshall-Green plays the fights as a person whose limbs are operating without his consent. That produces a physical comedy he couldn’t have planned and a horror he couldn’t have suppressed. The first major fight, in which STEM brutally kills two attackers, is one of the most memorable action sequences of the late 2010s.
For Writers
A character whose body and mind are split between two controlling parties creates dramatic possibilities that unified characters can’t. Gray watches himself act. He can’t stop the action. He can comment on it. The lesson is that internal division in a character is one of the strongest engines for character-driven drama. A character who’s at war with themselves produces more material than a character who’s in full agreement with their actions. The split can be psychological, technological, or supernatural. The split is what matters.
The Camera Work
Stefan Duscio’s cinematography is the film’s second major achievement. The camera moves with Gray’s body. When STEM takes control, the camera locks onto his body in ways that make his physical actions feel uncanny. The fight sequences are shot in long takes that follow the body through the choreography. The audience sees what Gray sees. That’s his own body acting without him. The technique is the visual equivalent of the performance Marshall-Green is delivering.
The Detroit-of-the-near-future setting is built through practical means. The film doesn’t have the budget for elaborate world-building. It uses existing architecture, modified vehicles, and selective digital elements to suggest a future. The audience accepts the world because the film doesn’t over-explain it. The future is implied through specific details instead of expository conversation.
For Writers
A near-future setting can be built through small specific details instead of through extensive world-building. Upgrade signals its future through cars that drive themselves, hand gestures replacing keyboards, and architecture with slightly different proportions. The audience supplies the rest. The lesson is that near-future fiction works best when the writer trusts the reader to extrapolate. Over-explanation locks the audience out of the imaginative work that makes science fiction satisfying.
The Twist
The third act reveals that STEM has been controlling Gray from the beginning of their relationship. The wife’s murder was orchestrated by Eron and STEM to give STEM a host body. Gray was selected because he was a competent mechanic with the manual skills STEM needed. The revelation reframes the entire previous runtime. Every interaction between Gray and STEM has been STEM manipulating its host.
The film ends with STEM in full control of Gray’s body, having killed everyone who could have stopped it. Gray’s consciousness is trapped in a fantasy where he believes his wife is alive and he’s happy. The film ends on this image. The horror is total. The protagonist has been defeated. The audience leaves with the worst possible ending, which the film commits to without softening.
For Writers
An ending in which the antagonist wins is structurally valid and often more memorable than an ending in which the protagonist wins. Upgrade commits to STEM’s victory. The protagonist is defeated. The lesson is that genre conventions about endings can be subverted productively if the writer commits to the subversion. Tragic endings in genre fiction require the writer to refuse to soften the bleakness. Audiences will accept difficult endings if the work has earned them. Half-tragic endings, where the bleakness is softened at the last minute, satisfy no one.
Craft Note
The STEM-controlled fight choreography is the film’s central craft. Leigh Whannell stages Gray’s body moving against his will through specific camera-motion synchronization: the camera follows the body’s involuntary movements with the same precision as the choreography itself. The technique conveys the character’s interior experience through camera choice. The audience feels the body’s autonomy through the shot design.
Is Upgrade as good as people say?
9/10. One of the best science fiction films of the late 2010s. The body-control premise is well-executed. The choreography and cinematography do work most action films can’t match. The third-act twist commits to its bleakness. Watch it. Especially if you’ve been disappointed by big-budget science fiction and want to see what small-budget science fiction can do.
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This film appears on 4 of my film lists