Upgrade (Leigh Whannell, 2018)

Grey Trace is a simple mechanic in a technologically advanced world. He asks his wife, Asha, who is an employee for a tech company, to help him return a refurbished car to his client, Eron Keen. Eron is a renowned tech innovator, and when the two of them visit him, he unveils his latest creation: STEM – a multipurpose chip with nearly unlimited potential. On the way home, Grey and Asha’s self-driving car malfunctions and crashes. Four men accost the couple, killing Asha and shooting Grey through the neck, severing his spinal cord. Left quadriplegic and in the care of his mother, Pamela, Grey sinks into a depression. Aron visits Grey shortly thereafter, promising that STEM may allow him to walk again.


Upon its release in 2018, Upgrade was read as a combination of The Six Million Dollar Man and Death Wish. The former’s influence on this film is obvious just when parsing its premise. The basic idea is that Grey Trace, like Steve Austin before him, had suffered a debilitating injury and is subsequently rebuilt better, stronger, and faster than he was before. The only initial catch to this proposition is that Grey has to pretend to be paralyzed as per a non-disclosure agreement.

The “Death Wish” half of the comparison becomes relevant once the plot begins in earnest. Shortly after the chip is implanted into his spine, Grey hears a mysterious voice. It is not a hallucination; the voice belongs to STEM itself. The chip has an artificial intelligence who offers an interesting proposal to Grey: it can bring the murderers to justice. To help him, STEM quickly identifies one of the assailants: one Serk Brantner.

What follows could only be described as Death Wish if the protagonist somehow managed to be every bit as along for the ride as the audience. It is a relatively common action-film trope for an unassuming protagonist thrust into a perilous situation suddenly proving themselves a proficient fighter. It doesn’t matter if their typical profession wouldn’t necessitate one to hone one’s boxing or martial arts skills; even a desk clerk can turn into Bruce Lee if the plot demands it be so. Even if it doesn’t make sense at all, audiences generally accept this as an acceptable deviation from realty for the sake of drama and tension.

With Upgrade, writer-director Leigh Whannell resolves this disconnect in a rather imaginative way. Grey breaks into Serk’s home in his attempts to find incriminating evidence. However, Serk catches Grey in the act. At that moment, STEM asks for permission to take over Grey’s body. When he does so, the AI proceeds to brutally kill Serk with Grey’s hands. The reason it works is because the AI manages to calculate the precise movements required to overpower the criminal effortlessly.

So, while this film was frequently compared to The Six Million Dollar Man and Death Wish, I found it brought to mind the classic 2000 cyberpunk video game Deus Ex as well. Body modifications are a reoccurring subject in cyberpunk features, but those that feature in Upgrade bring to mind Deus Ex due to their comparative simplicity. Much like how JC Denton’s outward appearance lacked the extensive mechanization of his predecessors, it can take the viewer a few seconds to realize the extent of the characters’ augmentations. One of the criminals can fire shotgun blasts from his palm whereas Grey himself has but a single chip that nonetheless allows him to be an effective fighter thanks to its AI.

Upgrade was also praised for its dark sense of humor. That is definitely one of the stronger aspects of the film. The initial dynamic between Grey and STEM leads to many humorous moments – particularly when the latter kills Serk. Being a civilian with no combat experience, Grey naturally vomits when STEM uses his own body to kill the criminal. STEM then helpfully detects said vomit so Grey can clean it up and avoid implicating himself. It’s also amusing when, during his second major fight, Grey refers to STEM as a ninja to the latter’s indignation.

More than anything, what I enjoyed about Upgrade was the intrigue and how careful Grey needed to be in order for him to get his revenge. For a film only one-hundred minutes in length, it has a surprisingly high number of moving parts. Detective Cortez, the one assigned to Asha’s murder case, is keeping a close eye on Grey’s activities. She is unaware of STEM, meaning Grey must act paralyzed when in sight of her or one of her many drone cameras. On top of that, Eron, tracking STEM’s movements, forces Grey to stop his investigation. Grey ignores the demand and is eventually forced to race against the clock as Eron attempts to shut down STEM remotely, losing more and more motion as time goes on. It’s easily one of the tensest scenes in the film knowing that Grey will be completely helpless if he doesn’t make it in time.

With a creative premise, a hefty amount of black comedy, and a surprising amount of thought put into the world building, Upgrade successfully provides the complete package for the first two acts. And then, in one of the most surreal turn of events to ever occur in any of my theatergoing experiences, I watched all of that goodwill quickly evaporate in the third act as though it never was. In fact, I speak no hyperbole when I say Upgrade has one of the worst, most misbegotten final acts of any competently made film in the entire history of cinema.

Things begin to take a turn for the worse after the hacker prevents Eron from shutting down STEM. After Grey is forced to reveal STEM’s existence to Pamela, he decides to abandon his journey for revenge. STEM explains to Grey that Fisk, the criminal responsible for paralyzing him, will hunt down and kill them. STEM then takes the choice out of Grey’s hands when it reveals the hack wound up giving it the ability to assume control without his express permission.

To make matters worse, when the two of them hunt down Fisk, he reveals he was hired to paralyze Grey. Further evidence in Fisk’s phone suggests Eron orchestrated the events of this film. However, when Grey confronts Eron it turns out that he too had been manipulated. The true mastermind is none other than STEM itself. STEM had dominated all aspects of Eron’s life – including his company’s business plan. The AI is obsessed with becoming human, and needed a helpless body to take over in order to realize its goal. It then kills Eron, for he is the only one capable of creating another STEM to oppose it.

Cortez arrives on the scene shortly thereafter. Grey tries to fight for control over his body, attempting to kill himself in order to save Cortez. For a moment, it seems as though he succeeded. Unfortunately, this is a fake-out. Grey’s mind has been completely broken by STEM, and he is now in a perpetual dreamlike state where he can be with his deceased wife. In the real world, STEM is permanently in control of Grey’s body, allowing it to kill Cortez and bask in its victory.

The extent to which the final act of this film fails is so profound, it’s difficult to know where to begin. The most immediate problem with the ending itself is just how obnoxious it manages to be. It’s clear that Mr. Whannell wanted to pull the rug out from under his audience for the sake of cheaply blindsiding them. What is particularly ironic about all of this is that it would have been less predictable, given the trends at the time, if it turned out STEM was entirely on the level. From there, the two could’ve learned from each other, causing STEM to become more human while Grey learned to let go of his aversion to technology. Instead, things are taken to the dumbest conclusion possible, making STEM come across as a villainous Mary Sue whose plans work perfectly despite the litany of things that could’ve gone wrong with them.

Not coincidentally, 2018 was right around when certain moviegoers were becoming weary of directors attempting to subvert expectations. Obviously, there is nothing wrong with being subversive in of itself. The problem with filmmakers’ subversive tendencies in the 2010s is that they tended to rely on them as a crutch. Subversions typically work the best when they’re used as a means to an end rather than the end itself. After all, if you run down a list of clichés and reverse all of them, you’re still, in a roundabout way, conforming to a style guide.

Fewer films provide a perfect example of what, exactly, I mean than Upgrade. By 2018, a very disturbing trend of anti-intellectualism had permeated Western science fiction. Whereas science-fiction writers in the 1980s often looked to science as a frontier yet to be explored, their 2010s counterparts treated it with the same kind of fear of the unknown one would expect from an unapologetic xenophobe. The exact reasoning behind these tenancies is somewhat difficult to pin down, but a common goal with science-fiction writers at the time was to weave cautionary tales about humankind’s dependance on technology. While these sentiments were well-intentioned, the writers themselves generally didn’t have the nuance or, in extreme cases, desire, to pull it off without being exceedingly heavy-handed. As such, in a typical acclaimed 2010s science-fiction piece, you could count on ambitious, intelligent characters to be secretly – or not-so-secretly – evil. If a Luddite showed up, there was a one-to-one chance they would be the single most moral person in the narrative. It got to the point where even works outside of science fiction tended to make the smartest character in the narrative the most immoral.

The reason this bears mentioning is because these are all things of which Upgrade itself is extremely guilty. Grey is a certifiable technophobe, yet the setting’s advanced technology is eventually forced upon him. The more he uses this technology, the less human he becomes thanks to STEM’s interference. In the end, humankind is wrong for turning to technology to improve themselves, which is why Eron, for all intents and purposes, is divinely punished for breaking the taboo against creating life when STEM turns against him. Then, of course, there’s STEM itself. After all, this heavily romanticized take on science-fiction would not be complete without an AI who is practically Satan himself. Therefore, STEM is exactly that.

While the final act of Upgrade causes the film to fail on a philosophical level, by not providing a satisfying payoff, it makes what would have been minor flaws far more noticeable. I found that the film is shockingly behind the times in how it treats Asha’s character in particular. The 2010s saw a new wave of feminism objecting to the depiction of women in fiction. Filmmakers, despite their romantic tendencies, fancied themselves an enlightened group. It was therefore jarring to see Asha killed off as soon as possible for the sake of giving Grey a motivation to get involved in the plot. To be fair, it wasn’t a trope that had completely died off by then, but given the presence of a character whose gender is ambiguous, it’s clear there are opposing forces at work.

I also have to say that while critics praised the humor, it ultimately clashed horribly with how the film ends. There is something to be said for having a consistent tone, and it is incredibly self-defeating for characters to crack jokes throughout the second act only for the film to end in on such a dour note. Obviously, it’s not impossible to pull off a mixture of comedy and tragedy; Terry Gilliam made it work in one of his most famous films. However, the key difference is that the comedy and tragedy were in sync with each other. Upgrade doesn’t do this – the jokes are on par with what you would find in the Marvel Cinematic Universe, yet its ending is something out of a Franz Kafka story. These are two styles that simply do not mix.

It’s also worth noting that Mr. Gilliam’s film did have a fake-out similar to that of Upgrade, but it was far more effective because it presented its audience with a scenario too good to be true. Had the audience been blindsided under those circumstances, it was their fault for not paying close enough attention. There’s nothing particularly skillful about getting your audience to go along with a plausible premise only for you laugh in their face for being gullible enough to believe it. Then again, there’s also nothing particularly skillful about blindly going along with the anti-intellectual, overly romanticized trends in science-fiction either, so perhaps this project really was doomed from the word go.


Upgrade is, in the absolute worst sense, a product of its time. Like many acclaimed works of science-fiction in the 2010s, it was far more interested in warning its audience of the dangers of technology than telling an actual story. Things are the way they are for the sake of getting the message across – diegesis be damned. While these pieces were arguably noble in their intent, they came at the expense of perpetuating an extremely persistent trend of anti-intellectualism that was nigh-inescapable in both cinema and critical discourse at the time. The film may have been lauded at the time, but I will never see it as anything other than further proof as to just how far science fiction had fallen since its cinematic golden age.

One may think, being a cautionary tale, Upgrade at least has value as an applicable parable akin to what one would find in an episode of The Twilight Zone, but I find it’s fairly worthless for that as well. While the filmmakers’ desire to spin cautionary tales is, admittedly, nothing new, pioneers still approached science with a degree of fascination. The reason this isn’t observable in the 2010s is because that wave of science-fiction writers had clearly thrown in the towel. They weren’t interested in improving the status quo; they were simply angry and wanted everyone to know it. Just like its contemporaries, Upgrade takes what could’ve been an interesting analysis of the impact technology has on humankind and reduces it to an insipid strawman argument.

While I do commend Mr. Whannell for making a visually impressive film on such a small budget of three-million dollars, I still find that, in spite of its legitimately great ideas and attempts at humor, I can’t recommend it in any capacity. It is, at the end of the day, a deeply anti-intellectual film enabled by a complacent critical circle heavily favoring romanticism over enlightenment – a bad combination if there ever was one. The film may have been named Upgrade, but, just like its contemporaries, it was, in reality, a downgrade for science fiction as a whole.

Adjusted Score: 3/10

5 thoughts on “Upgrade (Leigh Whannell, 2018)

  1. I don’t really understand why sci-fi films took this almost Luddite turn. Maybe there are some historical reasons for it. I get the value of a cautionary tale and everything, but the story shouldn’t be trite and should make sense to pull that off convincingly.

    As negative as I can be, it annoys me when I feel a creator is putting together a tragic ending just to express the kind of anti-intellectual ideas you bring up here, or a nihilistic concept that just makes me think “okay, so why should we even bother trying to improve ourselves according to this?” I can think of a few games that do a much better job dealing with these themes, presenting futures in which AI and humans coexist in a way that makes sense and feels pretty natural.

    To be fair, I’m definitely biased on the subject of technology and its potential for human advancement. I’m all about improvements in AR and VR and think they can have positive effects on society, and though I do think AI may cause some massive crises with its impact on labor, I think these are problems we can deal with as long as we don’t trip over ourselves.(considering the last four years here, I have major doubts about that, but that’s another issue.) I know I might be out there on some of these issues, much more than most people. But this kind of take on the matter, where the big message is “don’t meddle in God’s domain”, is just played out now and certainly way too simplistic.

    Liked by 2 people

    • I can really only speculate as to why that is, but I wouldn’t be surprised if it’s one of those “older generations don’t understand what the kids are into” deals given how old-headed it comes across as. Then again, this film was made by a Gen-Xer (i.e. someone who grew up during sci-fi’s cinematic golden age) so maybe it’s something else. There could also be a little bit of tribalism going on here with filmmakers overwhelmingly favoring emotions over reason. To someone who only thinks with their hearts, anyone capable of thinking with their brains may as well be a soulless automaton. It may even be related to why gamers and their medium get stigmatized in the media; the idea of a bunch of people embracing technology and making art out of it is a foreign concept to many people. And sure, there is a vocal minority of gamers who live up to the negative stereotypes, but I don’t think they would’ve caught on as well as they did if it didn’t take advantage of pre-existing insecurities.

      I have to admit that I’m not a big fan of downer endings in general. Granted, Citizen Kane, Memento, and Scarface certainly don’t end well and those are some of my all-time favorites. The difference between those films and Upgrade is that those downer endings had plenty of internal build-up. Not with Upgrade; it had plenty of interesting ways to go with its premise and it went with the absolute dumbest one possible. Otherwise, I think bittersweet endings tend to be a good compromise between tragedy and hope or alternatively, a happy ending but making the characters earn every bit they get.

      And I can’t really say I’m completely unbiased given my own background, but I can’t really look at the invention of prosthetics or scientists proposing devices that allow the blind to see and thinking “yeah, we could use less science in our lives”. All I can say is that Whannell better prey that when we finally do invent a true AI that we *don’t* get along with them like a house on fire or else his film is going to age horribly. In such a scenario, it’s going to be remembered in a similar way The Birth of a Nation is now. History has demonstrated that it’s not wise to put all of one’s eggs in one basket – particularly not if it’s the one that disfavors progress.

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  2. It sounded like a really interesting movie, up until that third act twist. And even with that twist, you could use all the elements you describe to make for a decent, if somewhat typical of cyberpunk, ending. Sounds like it’s need a lot more through-thought and better execution than you can see here, however.

    And cyberpunk stories nearly always have some degree of technology bringing hidden downsides to match their open benefits, as well as anyone who could possibly be considered “The Man” being secretly evil. And it’s ok to have some of that, exploring societal vulnerabilities in a technologically advancing world and themes of control are things that kind of define the genre. But you’d think there’d be more room for variation than is usually explored there. Another Deus Ex, Human Revolution, struck me as being really surprisingly innovative because the corporation and CEO your were working under were completely on the up and up. I haven’t been through all that many, but I can’t recall a cyberpunk story I’ve had that had a satisfying ending, in large part because you just know these things going in and they rarely really change.

    Liked by 2 people

    • Oh, it was. In fact, I was completely hooked for the first two acts because Upgrade seemed to be going places few other cyberpunk works went. And then the ending completely blew whatever potential it had. Some people have an aversion to genre films. I don’t, but I can absolutely understand why people would because with genres, there tends to be a style guide for them, which Upgrade unabashedly conforms to. It’s another one of those cases in which the conclusion is reached simply because that’s what’s expected out of the genre and not because of any diegetic reason.

      I didn’t really go that route in the review proper, but by falling too in line with the genre, Upgrade’s twists are stock and predictable. Considering how most cyberpunk works go, it actually would’ve been more subversive to have the AI be completely benevolent (if initially amoral). As it stands, it just feels as thought it’s exploring themes the exact same way as its predecessors only in a far less interesting fashion. I still say it’s pretty indistinguishable from the anti-science I get from most 2010s science-fiction – even classic cyberpunk at least had their creators use their imaginations, which is not something I get from Upgrade. It’s just jarring seeing these tropes played so unimaginatively when works like Ghost in the Shell managed to explore them with far more nuance – more than two decades earlier, no less.

      And considering you bringing up Deus Ex: Human Revolution, I think it just ties into the general problem with films in the 2010s in that they only seem impressive if you completely ignore what other mediums accomplished in the past few decades. Having the corporation and the CEO being completely on the level is something that allowed that game to stand out from its contemporaries in the best way possible. And even in the original Deus Ex, which was far more cynical than Human Revolution and fell more in line with classic cyberpunk themes, it still didn’t go as far as completely condemning scientific progress; if anything, one could argue it was more against capitalism than the technology it brings. Really, the closest it gets would be the Dark Age ending, which could be read as a Luddite appeal, but even then, it’s more of a commentary of just how horrible the Deus Ex world is than the inherent evil of technology – that ushering in a technological dark age could be considered an *improvement* to the status quo.

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