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  • Alternative Character Interpretation:
    • The reason why STEM didn't outright destroy Grey's mind or left him trapped in a nightmare. Was it just kindness or is this an example of Can't Kill You, Still Need You? Even after being able to take Grey's body over completely without permission, STEM still needs his help several times: for all its advanced AI capabilities, there are some subtleties of the human mind STEM can't replicate so it might just be keeping Grey's mind around and healthy in case it needs Grey again.
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    • How trustworthy is Keen? As mentioned below in Ass Pull, he seems like he has full control over STEM the entire time despite his claim that STEM was the one who ordered the hit and manipulated him into gaining control of Grey. Keen even manages to shut down STEM momentarily and he has clearly Vessel at his command. Was there a chance he might've grown so impressed by STEM that he willingly took part in his schemes to see the extent of his power and influence? Or maybe he himself went after Grey for being out-of-touch and distasteful of the technologically advanced society around him?
  • Ass Pull: Since we are introduced to the STEM chip, Keen is clearly proud and protective of it, even looking a bit enamoured with his own creation, and nothing implies he's not in full control of the situation at first: he has the power to shut STEM off from distance in a way that the latter cannot block by itself, can summon Vessel security staff to his help, and only starts visibly breaking down when he realizes he has lost his internet connection to STEM, none of which would make sense if the chip was his master all along as he claims. This makes sense only if we interpret that there was much more happening between Keen and STEM, and that the former is lying or exaggerating out of distress when he claims the latter took over Vessel years ago. Otherwise, the final twist seems at least partially out of touch with Keen's previous actions and the events of the rest of the film.
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  • Awesome Music: Jed Palmer's progressive electronic score is a frequently praised aspect of the film, but the score's apex is commonly regarded to be "A Better Place", which plays over the ending, with many stating that his music cue more or less made the scene.
  • Cliché Storm: The film uses a ton of cyberpunk cliches played more or less straight, though it is acknowledged it does it with a lot of grace and filmic substance.
  • Complete Monster: STEM is a hyperintelligent, sociopathic A.I. that develops a desire to evolve beyond its programming and inhabit a human body. Hiring a group of cyborgs to viciously murder Grey Trace's wife and paralyze Grey himself, STEM then has itself implanted into Grey's body to grant him full mobility again, before using his body to torture, maim, and murder every one of the cyborgs STEM hired to eliminate loose ends. Ultimately turning on its own creator Eron Keen, STEM executes the man as well as his security detail, before gunning down Detective Cortez. In the end, STEM succeeds in its plan to take over Grey's body, plunging the man into a virtual reality while using his body for whatever STEM wishes.
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  • Cult Classic: Seems to be becoming one; while it went mostly under the radar in 2018, the few people who did see it seriously like it.
  • Fandom Rivalry: Fans of this movie often don't seem to like Venom (2018) very much for having near-identical premises, the fact Logan Marshall-Green was constantly seen as a discount Tom Hardy, and for gaining much more attention than this film despite essentially being a more comedic, toned down version of this film.
  • Fanfic Fuel: Thanks to the open nature of the ending, this was bound to happen. Grey will eventually start waking up on his own and wrestle control with STEM, or STEM will have to wake him up for when it needs a human mind again.
  • He Really Can Act: After being dismissed as a Tom Hardy knockoff, Logan Marshall-Green really impressed audiences and critics with a performance that shows great physicality, emotional range and even comedic timing. He also sounds genuinely chilling as STEM!Grey.
  • Hilarious in Hindsight:
  • Magnificent Bastard: In its scheme to evolve and become a human, STEM orchestrates the entirety of the plot. Having Grey Trace paralyzed after ordering the murder of his wife, STEM manipulates the man into allowing himself to be implanted with STEM, granting his mobility back, but allowing STEM partial control of his body. Playing the role of partner and helper to Grey, STEM assists him in finding the men who murdered his wife, STEM ensuring each man is executed so as to tie up loose ends, and even tricks Grey into destroying the sole part of STEM preventing it from total autonomy and control over Grey's body. STEM ultimately murders everyone who knows of its existence, plunging Grey's mind into a never-ending dream and taking control of his body to use for its own purposes. STEM is cold, eerily polite, and murderous in its endeavors, showing a natural talent for manipulation and strategy, yet also the capacity and willingness to step back and allow others to overcome the few problems STEM itself admits it cannot.
  • Most Wonderful Sound: The electronic hum that plays when STEM takes full control of Grey's body, a sign that someone's about to get their ass kicked.
  • Narm: In the Spanish dub, although Claudio Serrano is a master voice actor, his performance as the pre-STEM Grey sounds oddly blurry and slow-minded, as if the character was meant to be an alcoholic or have an Ambiguous Disorder that STEM fixed or compensated. While this could be interpreted positively as another interesting layer being added to the film, it makes his first scenes sound incredibly awkward, especially given that there's no contextual reason given to the Spanish viewers about why would he talk like that.
  • Nightmare Fuel:
    • Serk's death. Imagine the infamous "Let's put a smile on that face" scene but without a Gory Discretion Shot. And then had said gore amped Up to Eleven.
    • Then there's also the torture Grey inflicts on Tolan. Unlike Serk, there is a Gory Discretion Shot this time...which unfortunately means the loud screaming and messy squishing sounds can only make viewers imagine what horrible things Grey (or rather STEM) did to him.
    • The ending. STEM gains full control of Grey’s body, kills Keen and Cortez, and traps Grey in a Lotus-Eater Machine deep within his mind. All topped off by the chilling way STEM describes what it's done:
      STEM!Grey: Grey's not here anymore. He's in a better place: in his mind, where he wants to be. I've taken over now. A fake world is a lot less painful than the real one. All I needed was for his mind to break, and he broke it.
    • Before all of that, there's Keen talking to Grey only to hear STEM talking to him, forcing him to turn his back on Grey. Right when he turns back to face him, in what practically plays out as a Jump Scare, STEM (having recovered and now taking control of Grey's body) is standing right in front of him with murderous intent.
  • Signature Scene:
    • The first fight scene after Grey has STEM implanted and is chasing his wife's killers - which ends with him giving his victim a Glasgow Grin with a kitchen knife - is a scene many movie goers loved.
    • The ending also is well-liked and stuck with a lot of people.
  • Spiritual Adaptation:
    • Being a cyberpunk story about a guy disabled but endowed with an almost omnipotent technological replacement who uses it to seek revenge against those who caused his disability, this film is the nearest to a movie adaptation of Goku: Midnight Eye (whose own live action adaptation has been fifteen years in Development Hell).
    • The movie is also considered by comic book fans to be the closest they will ever get to a Truer to the Text movie adaptation of Venom. The Nostalgia Critic concurred at the end of his review of Venom (2018), telling everyone to go see Upgrade instead.
  • Squick: Unsurprising considering this film was brought to us by one of the creators of the Saw franchise:
  • Tear Jerker:
    • Asha's death. Everything about it is incredibly heartbreaking. Not only does it occur after multiple Heartwarming Moments showing how happy she and Grey are together, Grey could only watch as the life slowly drained out of her, unable to move his arms and legs.
    • The ending could also count. Sure, Grey will be able to spend the rest of his life thinking he and his wife are still safe and happy, but what would happen if he was somehow ever snapped back to reality by STEM? And most importantly, will he ever return to reality?
  • Uncanny Valley: Invoked. Whenever STEM activates, Grey's movements become far more machine-like: quick, rigid, efficient, and far more precise than a human's, with little to no extra motion.
  • What an Idiot!:
    • Before their fight, Fisk warns Grey not to let his emotions get the best of him. Then he immediately lets his own emotions get the best of him when Grey taunts him with the death of his brother Serk. And just like that, he’s quickly finished off.
    • Keen, for not putting immediately a few bullets through Grey-STEM at the moment he had it downed and in gunpoint. For extra points, Keen not only wastes minutes with talk instead, giving his enemy time to recover, but he even turns his back to him while angsting, rather than doing finally what he had been trying to do half of the film. As a result, Keen is killed and STEM is left free.
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