Upstream was made in the same close-knit, familial way Carruth made Primer. He had his mom act in the film, used his own house as a set, had everyone move in to work on it with him. David Lowery, who edited the film with Carruth, told me he and Carruth would make late-night runs to 7-Eleven, buy cotton candy, use the sugar to keep them going. "Shane has this very austere demeanor that you would expect to be upheld at all times," Lowery says. But they spent much of the time cracking jokes, going on long jags without sleep. "In those wee hours, he's a hysterical guy."
The idea was to finish the film in time for Sundance. Last time, Carruth had gone to Park City with the faint hope that someone might distribute his movie. This time, he went there knowing that he was doing it all himself — he taught himself how it worked, the same way he'd taught himself everything else relating to making movies. "I started investigating distribution, and it just became clear to me early on that, look, this is complicated, but this is not more complicated than producing a film, so why the hell are we handing this off to people that we don't know for sure are going to get it?" He decided to use Sundance the way any other distributor would — as a launchpad for Upstream Color, a coming-out party, same as all the other films that go to Park City with distribution deals already in place, which these days is half of them.
Before they went — before they even started shooting — Carruth gave his cast and crew a pep talk. "This is the most punk movie you're going to come across," he told them. "And it doesn't look like it because it's all dressed up in sweaters and collars and, like, you know, emotional experiences. But I swear to you: This is the most punk experience that you're going to have on any film."