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Upgrade (2018)
12/07/2026 • 6:20

Upgrade (2018) didn’t arrive with huge marketing, big stars, or blockbuster expectations — but it stuck.

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Transcript note: This transcript is based on the original working script. It may contain production notes, draft wording, spelling mistakes or other material that differs from the finished video - these scripts were meant to be spoken, not read.

Upgrade isn’t a big film.

There is no huge budget or any major stars in it.

No real marketing push for it either, and yet - it stuck anyway.

Because - something interesting happened.

People keep recommending it.

Again and again, and… again.

Let's take a look and see what makes Upgrade… Cult, Actually.

[intro]

Upgrade follows a chap known as Grey Trace and we find ourselves in a future that’s just close enough to be uncomfortable as his story unfolds.

It was written and directed by Leigh Whannel - And - if you’re a fan of modern horror you’ve probably come across him in some way before if you’ve seen Saw or Insidious

You’ll know what he’s capable of - The man knows how to make you feel a solid film on a shoestring budget.

Grey Trace is a man who doesn’t trust technology - But - he lives in a world that’s been built around it.

Self driving cars, smart homes and automation everywhere

Well - He avoids it the best he can, spending his time fixing old timey mechanical cars

Anything that leans heavily into working with his hands, really.

All he wants really - is to be left alone - I can relate.

But - Sure enough - The world can’t just leave the man in peace and - soon enough - he’s dragged into the technological world kicking and screaming.

We meet Grey as he’s finishing off working on a car for a client

He’s needs to drive it back to its owner - Eron Keen, a big name in the world of technology.

And to get home, he has to beg a lift from his wife, Asha -

He convinces her by using the idea that Eron lives in a nice house she’d love to see

and true enough she’s excited when she gets there.

When they arrive, Asha realises she knows Eron from his work -

She’s in a similar field and knows of his company.

They get chatting and Eron ends up inviting them to see some new tech he’s been working on privately, and he introduces her to a new chip he’s been developing - which he calls, STEM.

It’s not long before Greys bored and heard enough - they makes their excuses, and they leave

On the drive home, something goes wrong with Ashas automatic car.

It takes them into a rough part of town and - somehow - manages to crash.

As the pair lie in the wreckage afterwards - a car pulls up - At first it looks like they’re trying to help

But

One thing leads to another, his wife is shot and he ends up lying on the floor paralysed as he watches her die.

Which - Overall - Is pretty rubbish.

For a while after that - things are looking bleak for our Grey for a while -

But then

Hope arrives - in the form of Eron.

He offers to implant Grey with his STEM chip which will give him control of his body again.

Grey reluctantly agrees to the procedure - and - it works -

As promised, he gets control back.

And - Like any other good movie Husband - who’d been left powerless against an attack on his wife - he sets about seeking revenge.

He gets hold of some footage of the night his world changed

as he’s reliving the nightmare in video format - A thought comes to him.

Or - A voice in his head - More accurately.

Turns out - STEM has a voice.

It’s a subtle voice, at first - He helps Grey notice a few things in the footage he hadn’t seen.

STEM then offers up the idea he can take control of Grey, like a puppeteer - Which gives Grey unnatural abilities.

They’re sharing the body.

But - It’s something much more interesting than it first appears to be.

As we see STEM take over Grey more and more - You begin to see little - Cracks

At first, it feels like a partnership - But slowly, that balance shifts.

Suggestions turn into instructions.

Instructions turn into decisions.

And eventually -Grey isn’t really making choices anymore.

The film doesn’t stop to explain this.

It just lets it happen.

Quietly.

And that’s what makes it land.

It becomes less and less obvious who is actually in control here.

He didn’t trust technology… and the film doesn’t exactly argue with him.

Grey can’t see it because he’s getting exactly what he wants.

He doesn’t question it - He’s just along for the ride - Literally.

Actually - One of the reasons Upgrade has gained such a strong cult reputation is the way it handles action.

Instead of traditional choreography, the film uses a strange visual trick.

While STEM is in control of Grey’s body, the camera locks onto him.

Literally, they had a special setup to follow and track him specifically for the fight scenes

It helps give us a slightly uncanny valley effect -

Grey's body looks like it moves more like a machine than man.

It’s mechanical, almost robotic.

And it makes the violence feel… wrong.

In a good way.

And that violence itself is another reason the film sticks in people’s memory if we’re being honest here.

Upgrade doesn’t hold back here in any way.

It’s brutal - Not in the sense of constant gore, but in the way the fights play out.

They’re fast and efficient - And never end well for anyone on the other side of it.

Because the film understands exactly how far to push it.

Obviously - Those aren’t the only reasons though, cool movements and satisfying violence have driven more popular films than this.

No - Upgrades secret is the idea that resides in its core.

The technology.

STEM is capable of improving Grey. Helping him.

It makes him stronger, faster and smarter.

And it lets him make the assumption we all do.

That we’re the ones in charge.

But.

What happens if we’re wrong?

What happens if that thing that improves you, doesn’t need YOU anymore…?

I’ll dance around spoiling the film - But I will say that Upgrade commits to answering the question a lot of Hollywood films simply wouldn’t.

No punches are pulled in this fight though - STEM remains as effective a machine as ever, right till the end.

And it’s that ending that keeps people recommending this one - To this very day.

It didn’t storm the box office, despite good reviews.

Anyone who does watch it, tends to like it.

And it’s just the right amount of uncomfortable for it to linger.

It was the marketing that let this one down - It never got the push it needed to take it mainstream.

I don’t know why.

So, instead - Upgrade found itself on the slow path.

Streaming services, late night TV and the old classic path to Cult Town - Word of mouth.

And that’s where it finds itself today.

It’s not forgotten - It’s fans don’t let that happen - But it’s never been called a blockbuster.

You occasionally see little glimpses of it in the press, there’s been talk of a TV show version of some kind

But as of the time of this video - It’s not happened yet.

Oen thing I’m sure of though?

Aas long as people keep quietly recommending it, it’ll keep going.

Which - I guess - Is how many cult films survive.

And it really is one of those films you find yourself telling people about because you feel like you’ve discovered a secret.

You see it on a streaming menu at 1 AM, give it a go, and then spend the next week telling your mates they’re idiots for missing it.

Anyways.

I’ve been Paul and Upgrade is Cult, Actually.

If you’ve liked this video then do me a favour and drop me a like to let me know.

Subscribe as well if you want while you’re there.

Or, don’t - I’ll be here when you get back either way.

But - Hopefully - I shall see you on the next Rewind all the same.

Thanks for watching.

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