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

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This film provides examples of:

  • 20 Minutes into the Future: It's not made clear when the film is set, but it can't be too far into the future. Modern cars fill the highways, 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.
  • 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.
  • Arc Words:
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    • "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.
  • Artistic License – Biology: In order to credibly execute the variety of cognitive applications shown in the film (coordinated motor control, assessment of sensorial information, filtering of pain reception, even producing full fledged mental illusions), 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.
  • 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.
  • 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.
  • Bittersweet Ending: Your mileage may vary on how bitter or sweet the ending is. Poor Cortez and a few hapless security guards get the short end of the stick, and now there's a murderous genius cyborg out there with intentions unknown. On the other hand, Grey is entirely unaware of the truth by the end and as far as he's concerned he gets to live out the rest of his life with the love of his life - plus, a good few really bad people end up dead. And if STEM's last act toward Grey is any indication - put his mind into a dream world instead of eliminating it altogether or putting it into a virtual nightmare For the Evulz - he's not entirely evil, either.
  • 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.
  • 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).
  • Cyborg: Artificial construction in people are very common in the world of the movie. Fisk and his crew all have cybernetics and weapons implanted in their bodies to make them more effective killers, but this is seen as an extreme level 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • Evil All Along: STEM has been behind all the misfortune that befell Grey.
  • Evil Sounds Deep: Once revealed to have been Evil All Along, STEM's voice noticeably deepens, sounding almost demonic.
  • Evil vs. Evil: At one side we have a Psycho for Hire group with cybernetic augmentations, on the other we have a manipulative malevolent A. I. with megalomaniacal intentions.
  • Foreshadowing: 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.
  • 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".
  • 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 law enforcer with no connection with Keen is too much for him.
  • 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.
  • 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.
  • Hero's Classic Car: Grey stands out for not having an automatic car and being a Fan of the Past.
  • 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.
  • Ironic Echo: "You have full control now, Grey." Turns sinister when STEM takes over Grey's body unwillingly.
  • Lean and Mean: Fisk.
  • 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.
  • 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.
  • 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 paraplegic. 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.
  • 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.
  • 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.
  • 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 interrogated the killers, but released them. 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 unceremoniously killed at the end with no chance against the superpowered STEM.
  • 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.
  • Shout-Out: The intercom in the lobby of the Hacker Cave lists one of the building's tenants as "J. Wan."
  • 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.
  • Smug Super: Fisk really believes that being "upgraded" with technology makes him a superior life form. He gets humbled before dying, though.
  • 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.
  • 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.
  • 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.
  • 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 in a physical level. It requires Grey to do some trash talking to get Fisk emotionally compromised.
  • 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.
  • 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).
  • Wetware Body: Grey ends up becoming this for STEM at the end.
  • You Have Outlived Your Usefulness: This happens when STEM kills Eron Keen with Grey's body. STEM no longer needed Keen.
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