Interview: Leigh Whannell, Director of Sci-Fi Action Film Upgrade

The Australian-born Leigh Whannell is one of the most successful writers of horror/genre films currently working. He wrote the first three Saw films, all four Insidious movies (he even directed the third one), and wrote a handful of one-off film, including Dead Silence, the ridiculously funny Cooties, The Mule, and his second directing effort, the insanely bloody sci-fi actioner Upgrade, which hits theaters this Friday. Whannell often pulls double duty by playing a supporting character, including his most recognizable role as Specs, one of the ghost hunters of the Insidious franchise.

Borrowing heavily from the hyper-violence of Paul Verhoeven and the body horror of David Cronenberg, Upgrade is set in the very near future, in which technology has taken over almost all elements of our lives, although our lead character, Grey Trace (Logan Marshall-Green from The Invitation, Prometheus, and Spider-Man: Homecoming), has managed to live comfortably without much help from the machines. But after a suspicious car accident leaves him paralyzed from the neck down, he allows a chip implant called STEM to be placed along his spine that gives him the ability to walk again, as well as kick some major ass, even though he’s not in control half the time. The action sequences are brutal, funny and occasionally quite graphic, all the while STEM is speaking in a voice inside Grey’s head about as casually as a GPS giving you directions. Keeping his ability to walk a secret, Grey teams with a detective (Betty Gabriel, from Get Out and “Westworld”) to find out exactly what caused the car crash and who is behind a series of spectacular deaths around the city. Hint: it’s STEM!

Photo by Mark Sayles.

For the third time since 2004 (the first time for Saw; the second for Insidious), I sat down with Leigh Whannell in Chicago, this time to discuss the films and filmmakers that influenced Upgrade’s creation, the difference between writing a franchise movie versus starting a story from scratch, his feelings about our relationship with technology, and so much more. Enjoy…

Leigh Whannell started by saying,  “This is my third time in Chicago. They bring me in for all the good ones—the first Saw, the first  Insidious…”

Well, this could certainly be the first of many. Technology isn’t going away because of what happens in this story.

Exactly. I’m way too superstitious to think about sequels, and you get that question a lot: “You left the door open. What’s the sequel going to be about?” And I’m like, “No.”

I wouldn’t ask you that, but I might wonder whether you’d thought about it or joked on the set about what might happen in a sequel.

Those jokes definitely come up. But by not allowing myself to think about the sequel, when the thought comes in my mind, I can push it away and not anger the movie gods. My feeling is that as soon as I start really planning the sequel, the movie gods will be like “Oh, you think so? Guess what? Your film’s going to shit the bed!” [laughs]

From what dark corner of your mind did this story spring forth? It almost feels like a couple different ideas that you brought together. I don’t mean that it feels stitched together, but there are elements about technology, something like a superhero movie, etc.

I have a tendency to put everything but the kitchen sink in the movie. If you look at the first Saw movie, it’s got this game element and a serial killer who talks through a puppet. When I was working with James [Wan, who directed Saw and the first two Insidious films], we would just go for it. I think that is something that unconsciously comes out in what I write. But if I really examine it and give you an answer that I haven’t talked about with anyone else, I had written another film called X-Ray that never got made, which was this noir-ish thriller, with the revenge element of this guy’s wife being murdered. It never got off the ground, so I started thinking about other scripts to write, and I carried that with me.

And I remember having this idea about this master thief and I thought, “Wouldn’t it be interesting if the police were trying to catch him and no one can, and he’s got this briefcase that he takes around with him. He finally gets arrested and goes to jail, and it turns out that the briefcase is the thief. Like in the case was this computer, and the human was just a meat puppet. The computer would talk to this human—“Two to the left, three to the right”—and it was the master thief, but it needed hands. So the dude is languishing in jail while HAL is sitting over there going “Who’s my next human?”

I swear I haven’t told this to anyone before, hand to God, this is the story idea I had, and as I thought about it wondered “Okay, where can this go?” I remembered sitting in my backyard and I morphed the ideas. “What if the computer is in the guy, and he’s quadriplegic?” It’s funny how these ideas roll downhill into something else. Maybe that’s what you’re seeing.

I love the distinct visual style you give his movements when he’s, for lack of a better word, possessed. It almost looks like you’ve attached the camera to his body because it moves with him; it looks very choreographed. Tell me about the different look you designed when he’s in STEM mode.

That was something that I always wanted to do. In the script, in the action description, I’d actually written “Note: when Grey fights, it’s very strange and stilted.” It’s that abstract thing that a writer can write, and all of the sudden, based on that one sentence, 20 production people have a migraine because they have to figure out what “strange and stilted” means. When we got in to pre-production, I sat down with the stunt team and the DP and said, “How are we going to depict ‘strange and stilted’?”

When you’re making a film with fight scenes, you know that you’re the latest in a long tradition of fight scenes, going back to the earliest movies. So what are you going to add to the conversation? Are you just going to go for standard fight scenes and not add anything? I was keen to do something, but the trick is, we didn’t have a lot of money. It’s easier to add something to the conversation when you have a lot of resources—time and money. Then you can do The Matrix. I would say The Matrix is one of the more recent movies that really added something to the fight scene conversation. So I wondered what our theme would be. The stunt team was killing itself trying to work out this very clipped, robotic style of fighting.

Then at the 11th hour, Stefan [Duscio, the cinematographer] said, “I did this music video last year where we actually locked the camera onto the actor.” What you’re talking about is that effect where it feels like the Requiem for a Dream thing where the rig is attached to the actor. This is like a remote version of that. You actually take an iPhone and strap it under the actor’s clothes, and the camera lens locks to the phone. So wherever the phone moves, it sits in a housing like motion control, and the Steadicam operator would hold this camera housing, and the camera would sit in a swivel, and wherever Logan moved, it would go. It’s all in-camera; it’s not done in post. I’m so glad Stefan said that, because as soon as he showed me the music video he’d done, I knew it was the final piece of the puzzle. “I think all of these steps we’ve taken—Logan’s training, the stunt team’s fighting style, this camera trick—will add up to what I’m trying to achieve.”

But a huge part of selling the effect, in addition to the camerawork, is Logan’s reaction to having his body taken over. There’s a baffled look on his face while he taking down all of these bad guys. It brilliant the way he handles that.

The first time I ever spoke to Logan on the phone, that was one of the things I said to him: “I want your head doing something different than your body.” It’s the ultimate game of this [he attempts to rub his head and pat his stomach at the same time]. But he’s the type of actor…I mean, he went to Juilliard; he’s what some derisively term “a serious actor.” He loves to throw himself into a challenge. I can imagine him loving a movie like 127 Hours. He would love that. So I told him I needed him to do this, and he later told me that he really wanted to do this movie because when I said that, he realized there was a high chance of him looking stupid, which is always what he runs toward. The fear of looking stupid on film and getting it right was a big engine for him to practice, practice, practice. People really respond to his performance; it’s almost like a Buster Keaton-like performance. There’s definitely a Farrelly Brothers version of this movie out there. “Stop hitting yourself!” So we wanted to take one pinch of funny and sprinkle it in there, and it’s amazing that just that little bit gets people roaring. They love that he’s like “What’s happening?”

Logan was in one of my favorite movies from a couple of years ago, The Invitation.

Isn’t it the best? It’s brilliant. Seriously, I saw The Invitation at the Overlook Film Festival in 2014, I believe. It was one of those rare movies where you go in knowing absolutely nothing, not even an actor. It’s so rare for me to see a film like that, and I loved it. And as we were casting this, I couldn’t stop thinking about him because if you think about The Invitation, his character is carrying so much weight. And I was hoping he would be perfect for our film. He’s great at the physical stuff and he can do the emotional stuff.

When you venture into the world of science fiction—as opposed to your usual horror—you get to do a bit of world building, which you do here. And I know this is a Blumhouse film, so you didn’t get a lot of money to work with. But what is your secret to making a micro-budget film look like you spent money on it?

Thanks for saying that. It’s a difficult game of Tetris. You have to put more thought into the building blocks. At one stage, it became this game of “You take this; give me this one back.” You’re trading with the producers. “Alright, I’ll lose that car crash but you have to give me this fight scene.” If you know the film really well, you should be able to look at it and know what you can afford to make smaller and what can be made bigger. That’s basically how we did it. We shot the film in Australia, in Melbourne, which is where I’m from. Melbourne actually has a Chicago feel to it. In Australia, it’s the most noir-ish city—lots of Victorian grey buildings, with futuristic architecture mashed in with it. By shooting there, we got some money from the Australian government, we got a tax rebate, so we were incrementally able to push the budget a little further.

The other advantage is that the crews in Australia are world class. The Steadicam operator on this film worked on Fury Road. What’s interesting is that the top technicians—the gaffers and the grips—they do these big movies that come to Australia, like Superman Returns orThe Matrix, but those movies aren’t always shooting. So between those jobs, they do $3 million indie films. You’re sitting there on the set of your indie film, and the gaffers last movie was a Scorsese film. I have to give a lot of credit to the crew and what they were able to achieve, what they could give me.

And even though this is primarily a sci-fi film, you being you, can’t help throwing yourself into the blood and guts. It’s not a horror movie, but it does have some pretty horrific things in it.

[laughs] “Oh, this is happening.” One of the interesting things about writing a film or trying to make a film is knowing what it is. I’m not going to name names, but I was acting in a horror film once, and I went up to the director, and he was shooting a scene where someone was being killed, and I said, “Are you going to get a big close-up of the neck wound?” And he said, “Calm down, Mr. Saw.” [laughs] “This is classier than that.” And all I could think of was “Mate, the class ship has sailed.” Knowing what your movie is is a valuable thing, and when I wrote Upgrade, I thought “This is going to be a go-for-broke, violent sci-fi movie like the ones I grew up with in the ’80s.

Before the advent of CG, you had practical effects stretched to their limit. If you think about the first TerminatorRoboCop, Scanners, The Thing, The Fly, these are science-fiction films. There was a kind of violent, grimy feel to them. Some of that had to do with the fact that they didn’t have CGI to fill the cinematic wow-factor gap. So the way that you fill it is, like in RoboCop, I just remember that giant robot shooting that guy to pieces. Those were the films I was looking at, and I wanted to go for it. At this budget, you have to shout to be heard, and I wanted to slam my fist on the table: “We’re here! We’re doing it!”

I wrote in my notes Verhoeven with the violent sci-fi and Cronenberg’s body horror. And like with Verhoeven’s best work, you also get a social commentary. And your commentary here is about technology. You show us how it makes things easier, but there are also opportunities for misuse and malfunction.

It can be great. And I have to say, you nailed the Venn diagram of this movie—Cronenberg and Verhoeven were two big inspirations. My feelings on technology is that it’s something that is created by humans; it doesn’t create itself. It’s not part of nature, and human beings are often the architects of our own destruction. We’ll split the atom, and before we know it, a nuclear bomb is going off.

It’s remarkable how little forethought we give any advancement. We fall in love with the chase for discovery.

I always think about that Patton Oswalt routine where he says, “We made cancer airborne and contagious! You’re welcome; we’re science. Lotta coulda; not a lot of shoulda.” We do that, don’t we? Medical technology is going to be a beautiful thing in the coming decades. You’re probably going to have nanobots swimming through our bloodstream, eating cancer sells. Tech being a part of our bodies could be a wonderful thing when it cures diseases and makes cancer a thing of the past. But that doesn’t mean we take our hands off the wheel, so to speak. What I’m concerned about is how much control we give over to computers. What’s the end of the automation river. When cars do the driving for us and we live in smart homes that order our food for us, at what point do we become the Wall-E people? They’re just developing and developing, without thinking about what the end game of automation is. It’ll have to be humans who step back from that. That’s the part I’m cynical about, while also being hopeful about what wonderful things tech will do for us. I hope the film lands in that area and looks at the good and the ba

Grey is that guy. He’s all about getting his hands dirty and rebuilding classic cars.

Right, he’s impotent in this world. He’s being made irrelevant. His skills aren’t required, so Grey is like a metaphor for that human wondering “What do I do? If a computer drives me to work and does my work and does the buying and cooking at home, what’s my role in this?” Humans seem very interested in letting things do things for us. That’s always considered a great invention—“You don’t have to do that any more.” So what’s my function?

His name Grey Trace sounds like it means something. Does it? Because I’ve been racking my brain trying to figure that out.

[laughs] It doesn’t. Coming up with names in movies is interesting, because once you come up with the name, you’re stuck with it for the life of the movie, forever. Sometimes I’ll try to come up with a name that means something, but it’s almost like my comic book influence is coming out. I can imagine that being the lead character in a graphic novel: Grey Trace. It’s like Lois Lane—it would never exist in real life, but somehow it’s right for this world. There are other names in the film, like Eron, which is an unsubtle reference to Elon. It’s an interesting process, names, because I’ll walk around for weeks with a notepad crossing names off a list. Somehow you arrive there.

Do you get more of a thrill starting from scratch on a story and creating something completely new, or do you like the parameters of having characters you’re written before, so you don’t have to invent new backstories, etc.?

It’s much more exciting creating from scratch, but it’s also scarier. The problem with writing original films, especially on spec, which is what I do, is that you’re taking a gamble that “If this film doesn’t get made, did I just waste six months or a year of my life?” An unproduced screenplay is a tree falling in the forest with no one around to hear it. It might as well have not ever happened. That’s the glass-half-empty view of it. The glass half full is that every script makes you a better writer, so it wasn’t a waste.

Sequels are a business. We’re living in this time of cinematic universes. Nobody even talks about franchises anymore; that’s not good enough. Now it’s a universe, and that’s great. Make a universe, go for it. I’m not against it or above it. But I think that anything after the original film is business, even if you love it and enjoy the making of it. But somebody did a calculation and said, “We should do another one of these.” And I’ve been part of that, but I find it far more exciting to be a part of an original.

There’s a scene here where Grey goes into the rundown building, which we assume is some sort of drug den, but it turns out to be filled with people with VR goggles on and they’re addicted to the virtual world. This film premiered at SXSW, where Ready Player One also debuted and also features messages about the downside of the virtual world. Did you freak out a little when you heard that was an element of Spielberg’s latest film?

[laughs] Not really. If my whole movie was about VR, yes, I would have been “Oh, man.” It’s funny, when I wrote the first draft of this script over five years ago, nobody was doing that much in this space, but over the last few years, I’ve watched “Westworld,” “Black Mirror,” Blade Runner 2049, all of this stuff is now in the zeitgeist. So that gave me hives during production. I haven’t actually seen Ready Player One yet and I’m keen to, and you know if I’m willing to watch it, I’m probably not scared of it.

I wanted to ask about the STEM voice. I saw Upgrade a day or two after I saw this new 2001 print that’s being released, and I couldn’t help but think of HAL.

I didn’t want to go too much toward HAL. I wanted to go for Alexa or Siri if they suddenly decided they hated you. Whenever I’m driving, you know that car navigation voice? It’s amazing what human perception can do, because whenever you miss your turnoff, I swear I hear passive-aggression when it says “Turn the car around.” “Don’t get shitty with me!” And it’s totally not there, but I hear it. So that’s what I was going for.

Good talking to you again. Best of luck with this.

Thanks, man. Great to see you.

Watch for Steve Prokopy’s review of Upgrade this week. 

Steve Prokopy
Steve Prokopy

Steve Prokopy is chief film critic for the Chicago-based arts outlet
Third Coast Review. For nearly 20 years, he was the Chicago editor for
Ain’t It Cool News, where he contributed film reviews and
filmmaker/actor interviews under the name “Capone.” Currently, he’s a
frequent contributor at /Film ( and Backstory Magazine.
He is also the public relations director for Chicago's independently
owned Music Box Theatre, and holds the position of Vice President for
the Chicago Film Critics Association. In addition, he is a programmer
for the Chicago Critics Film Festival, which has been one of the
city's most anticipated festivals since 2013.