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Film / Upgrade

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"I cannot allow us to be killed. We're going to finish the work we started."

Upgrade is a 2018 sci-fi action film from writer/director Leigh Whannell.

Set sometime in the future, it involves a man, Grey Trace (Logan Marshall-Green), who is involved in a car accident with his wife Asha, leading to a group of thugs to kill Asha and render Grey a quadriplegic. An inventor named Eron Keen offers Grey a chance to walk again by implanting an experimental computer chip called STEM in his spinal cord. Grey soon discovers that STEM has a mind of its own and is more than willing to help Grey catch his wife's killers.


Upgrade provides examples of:

  • 20 Minutes into the Future: The movie is set in the year 2046note . Modern cars fill the highways, yet early-stage or existing technologies like driverless vehicles and home AI are still viewed as interesting new luxuries, and cybernetics appear to still be either rare or prohibitively expensive for most people.
  • A.I. Is a Crapshoot: It is revealed that STEM was the mastermind that orchestrated the loss of Grey's physical autonomy and his wife's life all as part of a plan to be implanted into Grey's body so that it could become human. It hired the Cyborgs to attack them, instructed Eron to use Grey as his test subject and instructed Grey on how to find the hacker to free him from Eron's control.
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  • All Just a Dream: Cruelly subverted. Right before Grey is about to shoot himself and take STEM with him, he wakes up back in the hospital with only minor injuries and Asha alive, but it's actually STEM tricking Grey in a fantasy within his own mind as it takes full control.
  • Ambiguous Gender: "Jamie" has an androgynous appearance and isn't keen on being gendered.
  • Arc Words:
    • "A fake world is less painful than the real world".
    • "You have full control now."
  • Arm Cannon: Some of the mercenaries have high-caliber guns built into their arms.
  • Armor-Piercing Question: At the hospital, Eron cannot get through to Grey about the operation so he asks what Asha would want for him. Although he shows no reaction, the next scene shows that Grey has changed his mind.
  • Artistic License – Biology: In order to credibly execute the variety of cognitive applications shown in the film (coordinated motor control, assessment of sensory information, filtering of pain reception, even producing full-fledged realistic hallucinations), the STEM chip should need to be placed on the brain, not on the spine, which has no cognitive functions whatsoever. Even if all of this is essentially Magic from Technology, it would still need equally magical Required Secondary Powers to operate from such a remote place.
  • Assassins Are Always Betrayed: STEM hires Fisk and his crew to kill Asha and cripple Grey in order to manipulate the situation where he is implanted into Grey's body. It doesn't take much for STEM to convince Grey to go after them, which allows STEM to clean up his loose ends.
  • Automated Automobile: At the start of the movie, Asha has just bought a new one, and a few others are visible on the roads. No less than two of them get hacked and weaponized.
  • Awesomeness by Analysis: STEM's visual information processing is superior to that of humans, allowing it to pick up, analyze and capitalize on a larger array of details in one's surroundings.
  • Bad-Guy Bar: Grey enters one in order to follow a lead regarding his wife's killer.
  • The Bad Guy Wins: STEM succeeds in taking over Grey's mind and body to have a vessel of his own to move around in.
  • Bathroom Brawl: Grey/STEM tortures Tolan in the bathroom of a bar.
  • Beard of Sorrow: Grey grows a beard after the incident that left him paralized and his wife dead.
  • Become a Real Boy: STEM's motivation, and the "real" part is no exaggeration. He chooses Grey as his vessel explicitly because he's a healthy specimen completely untainted by any implants.
  • Big Bad: STEM is ultimately behind everything that happened to Grey.
  • Big Brother Is Watching: Police drones litter the city, just about any accident or crime in progress can have a drone on site in seconds. Cyborgs are also commonplace, which makes identifying and tracking citizens via drones and checkpoints an easy task. Although that doesn't mean the police are any more effective, as it's said clearly that for those well equipped, black market materials allow criminals to mask any unique signatures.
  • Book-Ends: In the final scene, Stem sucks its own finger to taste the blood and/or soothe the wound, exactly like Grey did in the opening scene when he slightly injured himself dropping the engine block back into his vehicle.
  • Breath Weapon: Fisk can send out nanomachines from his mouth that, upon entering a target's body, tears their insides to shreds.
  • Car Chase: One ensues on a higway between Grey and Cortez.
  • Charles Atlas Superpower: Even with STEM's upgrade, Grey is still a flesh and bone human: if he becomes such a killing machine it is because his body now knows exactly what to do in every occasion and can react much faster than a regular one. However, it's implied STEM also grants him some Uninhibited Muscle Power, given that he makes Grey execute a rather physically impossible kip-up at two different points of the film.
  • The Chessmaster: STEM is manipulating just about everyone in the story except for Cortez and Grey's mother.
  • Crusading Widower: Played with. Grey, with STEM's assistance, hunts down and kills the men who murdered his wife and disabled him, but the only reason he got personally involved in the search in the first place is because the police investigation wasn't going anywhere, and his initial reaction to finding one of the men is to call the police and tell them, till STEM points out that there's not enough evidence to convict him, so he has to take matters into his own hands. Even when killing them, Grey is A.) physically incapable of fighting trained soldiers without STEM controlling his body, and B.) psychologically incapable of torturing and killing them himself (though he gives STEM permission to do so, generally while he closes his eyes or looks away). However, allowing STEM to use his body to maim and kill others erodes his morality and sanity over the course of the film, weakening his mind to the point that STEM is able to take over completely, which was his plan all along.
  • Curb-Stomp Battle: Whenever Grey relinquishes control to STEM, he utterly annihilates the cyborgs, with Fisk being the sole exception.
  • Cybernetics Eat Your Soul:
    • Fisk. In a very ubermensch way he views cyborgs like himself as an entirely different race, and just plain better than normal humans, who he looks down on with utter disdain. There's also hints that his fellow ex-military comrades share similar views (or are just plain psychopathic).
    • Grey also finds himself a victim to this. Even though his cybernetic enhancement is on a much smaller scale (a single computer chip as opposed to Fisk and his gang's upgrades), STEM effectively eats away at his mind until he takes complete control of his body.
  • Cyborg: Cyborgs are very common in the film's future, to differing degrees. In the criminals' case, they have extensive gun implants, while Grey just has a single chip in his spine, though it lets him do a lot. People mention also that it's unusual to not have any implants.
  • Deconstruction: Of the revenge movie. Grey is not a killer, and every life he takes in his revenge quest takes a toll on his sanity.
  • Double-Meaning Title:
    • STEM being an "upgrade" for Grey is essentially the movie's premise. The AI gives Grey practically superhuman capabilities.
    • The hidden meaning is that the "upgrade" goes both ways. STEM considers occupying Grey's body the next step in its evolution.
  • Downer Ending: The Big Bad won. Before killing the Hero Antagonist and the leading scientist of the time, he hi-jacked the hero's brain and locked his mind away in a dream world. Now he is out there as a murderous genius cyborg with intentions unknown and no-one capable of stopping him.
  • The Dragon: Fisk, as the leader and most deadly of the four attackers that Grey has to take down before confronting the real Big Bad.
  • Driven to Suicide: In a desperate attempt to keep STEM from killing Cortez, Grey aims the gun he's holding at his head. It's at this point that STEM traps him in a Lotus-Eater Machine and takes over completely.
  • Economy Cast: Cortez seems to be the only staff with the city's homicide department. Coincidentally, she is present at the morgue when a random murder victim can be linked to the current case. Also, she takes on the night shift for police surveillance of Grey's home after a day at the office.
  • Electronic Speech Impediment: During Eron's attempt to shut down STEM, the latter starts slurring and stuttering.
  • The Ending Changes Everything: The reveal near the very end shows that STEM was behind everything, from hiring Fisk to telling Erron how to get Grey's permission. It is a major twist that paints nearly every scene of the movie in a slightly different light.
  • Enemy Within: STEM was this all along.
  • Enhance Button: How Grey finds the first of the cyborgs - STEM spots a military tattoo encoded with the man's name, blood type, and even current address. The actual enhancement takes place internally, with STEM using Grey's hand to print a picture like a dot matrix printer. The reveal that STEM knew who the cyborgs were all along puts this in a different light.
  • Even Evil Has Loved Ones: Fisk (the one who shot Asha) worked with his brother Serk, and he is pissed when Grey brags about killing Serk.
  • Even Evil Has Standards: When hearing the screams coming from the toilet, the barkeeper notes that his mother told him to never pick on disabled people.
  • Evil All Along: STEM has been behind all the misfortune that befell Grey.
  • Evil Hand: In the climax, Grey battles with STEM over the control of his right hand.
  • Evil Sounds Deep: Once revealed to have been Evil All Along, STEM's voice noticeably deepens, sounding almost demonic.
  • Eye Remember: The cyborgs have artificial lenses that record what they see. Fisk uses a dead cyborg's eye recording to find out about Grey's current location.
  • Eye Scream: Fisk pierces the dead black mook's eye with a pointy device to extract his eye cam recordings.
  • Face Cam: In the closing scene as STEM walks away, the camera is perfectly synced to his movements, making it look eerily mechanical.
  • Fan of the Past: Grey likes to work with vintage cars.
  • Fantastic Drug: The film features a building in a bad neighborhood with several junkies using VR equipment, which heavily implies that said building is some sort of futuristic "crack den".
  • Feel No Pain: Grey at the Bad-Guy Bar after STEM temporarily blocks his pain receptors.
  • Fighting from the Inside: When STEM moves to kill Cortez, Grey is finally able to get some control of his body for once, as killing an innocent police detective with no connection with Keen is too much for him.
  • Forced Friendly Fire: Grey shoots a mook in the head with his own Arm Cannon.
  • Forced to Watch: Grey's wife gets killed and dies before his eyes while he could do nothing to intervene.
  • Foreshadowing:
    • When Grey tells Eron that he can hear STEM's voice in his head, we see the latter reacting with puzzlement since he wasn't aware of what STEM was capable of at this point.
    • Right after STEM's input guards are removed, Grey sees a vision of his late wife. A little later on, he has a dream involving her seeing him while he's in a hospital bed that he says "wasn't a dream" (i.e. the dream felt real). It turns out this is STEM testing the waters for what it does later - plunging Grey's mind into an illusion where his wife is still alive as STEM takes full control of his body.
  • From Camouflage to Criminal: Fisk and his crew are former U.S. Marines. They got their cybernetic augmentations after suffering wounds in combat.
  • Gorn: While STEM keeps his promise about giving Grey's enemies a quick death, he does not guarantee them a clean death. At all...
  • Grew Beyond Their Programming: STEM directs Grey to a black market hacker named Jamie to help sever the control Eron Keen has over them. They do this by turning off all safeguard functions in STEM's programing, giving STEM full autonomy. This means that it no longer needs Grey's permission to do anything and takes on full control of his body before eventually taking over his mind as well.
  • Gun Kata: The fight between Fisk and Grey starts out as one until it breaks down to a fist fight.
  • Hacker Cave: Grey has to go to a particularly grimy and run-down one full of VR junkies when Eron starts to shut down STEM.
  • Hero Antagonist: Cortez becomes this once she figures out what Grey has actually been up to.
  • Hollywood Law:
    • STEM tells Grey the evidence he's gathered (a tattoo identifying one of the men at the scene when his wife was killed) isn't enough for a conviction. However, that's likely untrue, since it shows he was involved, and even if not the trigger man could get him convicted of felony murder. Plus, it could lead the police to more evidence (and the other criminals involved). Of course, STEM turns out to be lying about everything, and so this was probably deliberate manipulation so Grey wouldn't just call the police in.
    • Cortez may have survived if she'd followed standard procedures and called for backup instead of facing Eron and Grey alone. Unless the two mooks Grey shoots on his way in are actually cops, but if so, they failed to announce themselves as such.
  • Hypocrite: Very small example: during their fight, Fisk gets the upper hand against Grey, insulting him for letting his emotions cloud his judgment. Not even 30 seconds later, Fisk has Grey on the ground with his arm gun pointed right at him. Grey then taunts Fisk's dead brother (who Grey killed), saying he didn't die like a Marine. This causes Fisk to stop in anger just long enough for Grey to turn the tables and kill Fisk.
  • "I Know You're in There Somewhere" Fight: Cortez tries this with Grey once she's at the mercy of STEM. She fails, because Grey can no longer hear her.
  • Impaled with Extreme Prejudice: Grey impales Fisk's skull on a shard from a broken glass table.
  • Innocently Insensitive: After Grey returns home from the hospital, the Smart House asks him if Asha was to join for dinner.
  • Ironic Echo: "You have full control now, Grey." It turns sinister when STEM takes over Grey's body unwillingly.
  • Jack Bauer Interrogation Technique: Grey and STEM torture one of Fisk's partners to get information out of him by means of cutting up his face.
  • Lean and Mean: Fisk.
  • Literal-Minded: Surprisingly, STEM hasn't mastered the discipline of metaphors yet. When Grey requests a second to think, STEM gives him exactly one second.
  • Lotus-Eater Machine: Grey's fate at the end of the movie, trapped inside a fantasy in his own mind while STEM takes total control of his body.
  • The Man Behind the Man: After Fisk spills that he was hired to cripple Grey and kill Asha, it's revealed that Eron was the one who hired them in order to find the perfect patient for STEM. But when Grey confronts him (or rather STEM controlling Grey's body), it turns out that Eron was actually following STEM's orders.
  • Milking the Giant Cow: The first movement Grey does with his hand under the control of STEM is this gesture. May be an intentional foreshadowing of what STEM was up to.
  • My God, What Have I Done?: Grey has this reaction, every time he snaps out and sees what STEM has done to his opponents.
  • Never Trust a Trailer: The trailer presents the movie as an action-packed romp of revenge. The action in the film itself is surprisingly sparse, and the film is more of an analysis of letting technology take away your free will and morality.
  • No Social Skills: Eron, by his own admission. He claims to make little human contact in general, and he certainly behaves in a very stiff and whimsical way most of the time. In fact, it's later revealed that his biggest moments of sensibility towards Grey are actually engineered by STEM.
  • Not So Different: Fisk tries to win Grey over by pointing out how similar their backstories are.
  • Obfuscating Disability: Because the procedure was technically illegal and Grey signed a non-disclosure agreement, he has to keep up the image of being a quadriplegic.He uses this to his advantage when going to a Bad-Guy Bar asking questions, even allowing them to throw him to the ground and prick him with a knife (STEM having cut off his pain receptors at that point), before saying "STEM, take control." Later, when leaving the bar, he does so in his wheelchair but has to move faster and abandons it. A local homeless man also in a wheelchair calls him a faker, before taking the vacant wheelchair for himself.
  • Ominous Visual Glitch: The movie poster shows visual glitches.
  • Once More, with Clarity!: The big reveal that STEM is running the show is punctuated with flashbacks to earlier scenes that take on new meaning.
  • One-Word Title: What's given to Grey. An upgrade.
  • People Puppets: During the first half of the movie Grey has full control of his body, but filtered through STEM's unnaturally precise movements. When Grey gives vocal permission, STEM can take direct control and it's very clear Grey is just along for the ride. When the Restraining Bolt is removed, STEM can take control at will, and it's revealed STEM's master plan was to take over his body permanently.
  • Pivotal Wake-up: Grey can rise like this with the help of STEM's Uninhibited Muscle Power.
  • Police Are Useless: Three months after the murder of Grey's wife, Detective Cortez has made zero progress on the case despite having drone footage of the crime (drones that are evidently not programmed to sweep around to get more useful footage) and one of the assailants even removing his mask during the act. It's later implied she actually interrogated the killers, but released them for insufficient evidence. Apparently, STEM is capable of identifying things the police computers can't. She does catch onto Grey immediately when he begins hunting the killers, but he leaves so many mountains of evidence that she'd have to actively try not to catch him. It doesn't help that Cortez is killed at the end with no chance against the superpowered STEM, but she failed to bring backup either.
  • Red Herring: At one point Grey finds out that the cyborgs were created by the company Asha worked for, but it has nothing to do with why they killed her.
  • Roaring Rampage of Revenge: STEM helps Grey go after the men that killed Asha and paralyzed him.
  • Robo Cam: Fisk can switch to an infrared view which enables him to detect the cops in the elevator.
  • Sarcastic Clapping: The Scary Black Man at the Bad-Guy Bar claps sarcastically to Grey's bold attempt to get patrons to speak up about his wife's killer.
  • Shoot the Builder: STEM kills Eron to make sure There Can Be Only One.
  • Shout-Out: The intercom in the lobby of the Hacker Cave lists one of the building's tenants as "J. Wan."
  • Smart House: Grey's house is voice-controlled and can talk back.
  • Smug Super: Fisk really believes that being "upgraded" with technology makes him a superior life form. He gets humbled before dying, though.
  • Split-Personality Takeover: From the moment STEM was implanted, it was obvious that Grey's body was no longer exclusively his own anymore, having to share it with STEM. By the end, STEM has locked Grey's mind in a tiny room and completely taken over.
  • Superpowered Evil Side: STEM can take far more advantage of Grey's body than Grey, or most people, could, and it also has far fewer qualms about killing people than Grey does. And this is all before being revealed as evil.
  • Super Reflexes: STEM can quickly analyze an enemy's movements, allowing Grey to efficiently dodge and counter while granting STEM control of his body. Fisk's cybernetics also give him enhanced reflexes, making them evenly matched in a fair fight.
  • Super Supremacist: Fisk believes that, as a cyborg implanted with a variety of implants and weapons, he is superior to regular humans and has no qualms with killing them indiscriminately.
  • Tempting Fate: Upon being shown the STEM chip, which Keen describes as being able to do "anything", Grey sarcastically asks if it can make babies or play football. At the end, STEM can now do those things, using Grey's own body.
  • There Can Be Only One: STEM targeted Fisk and his crew not specifically because they were trying to kill him and Grey, but because they were also advanced Cyborgs and he was taking out the competition. This also falls into Assassins Are Always Betrayed. He kills Eron as well, because he is the only one capable of creating another computer like STEM.
  • Time Skip: The story jumps three months ahead after Grey gets paralyzed.
  • Torture Always Works: The black guy hands out names only after getting cut up badly by STEM.
  • Transhuman: Artificial construction in people are common in the world of the movie. "Upgraded" humans have received various cybernetic implants to improve motoric functions. Extreme cases like Fisk and his men feature implanted weapons and recording devices in their eyes in order to make them more effective killers. STEM, an Artificial Intelligence chip, is the latest invention in the field of augmentation. The fact that Grey has moderate anti-robot beliefs and thus has no artificial enhancements before being implanted with STEM is actually a plot point. STEM wanted a body with no other modifications, for reasons ranging from wanting a purely human body to being functionally untrackable.
  • Trespassing to Talk: Grey waits for Fisk at his place and greets him with a *Click* Hello.
  • Two Shots from Behind the Bar: Subverted. The barkeeper at the Bad-Guy Bar points a gun at Fisk and his partner, but it ain't no good against Fisks' Breath Weapon.
  • Upgrade vs. Prototype Fight: Grey with STEM is the most advanced cyborg ever created, but Fisk is littered with more cybernetics in general including enhanced vision and an Arm Cannon. It proves to be the most difficult fight of the movie, and STEM even admits he can't get around Fisk's defenses on a physical level. It requires Grey to do some trash talking to get Fisk emotionally compromised.
  • Villainous Face Hold: Fisk holds Grey's wife by her cheek right before killing her.
  • Voice of the Legion: It's unclear whether this is happening In-Universe or if it's just for the audience's benefit but once STEM takes over completely, he talks with Grey's voice and the original STEM voice simultaneously.
  • Voice with an Internet Connection: STEM has real time access to the internet and various databases. Grey can barely ask a question of where to go or who to find before STEM reveals the answer.
  • Vomit Indiscretion Shot: Once when Grey is being treated by his mother during his first days as a quadriplegic, the second time after he kills Serk and suffers a Stress Vomit.
  • Walking Spoiler: Considering the reveal, it's hard to discuss STEM beyond the basic log-line of the movie (it's helping Grey find his wife's killers).
  • We Can Rebuild Him: After a violent crime leaves him a quadriplegic, Grey is implanted with STEM, an AI that allows him to move again, and, when given permission to control his body, allows him to fight at a superhuman level.
  • Wetware Body: Grey ends up becoming this for STEM at the end.
  • Wham Line: Right when Grey is at his mercy, Eron reveals the true mastermind behind the events of the film.
    "Now I answer to someone. Someone much smarter than I ever could be. He's in your neck."
  • Would You Like to Hear How They Died?: A rare heroic example where Grey gets Fisk to lose his cool by telling him how his brother died like a whining baby.
  • Your Approval Fills Me with Shame: After Grey and STEM tag-team Fisk (in one body!), STEM thanks him for his assistance, without which they both would have died. Grey doesn't consider his actions praiseworthy.
STEM: "Thank you, Grey."
Grey staring at Fisk's dead body: "I'm not proud of that."


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