Upside Down

Upside Down

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Upside Down (2012/2013)

Opened: 03/15/2013 Limited

Sunshine Cinema03/15/2013 - 03/28/201314 days
Arclight/Holly...03/15/2013 - 03/28/201314 days
The Landmark03/15/2013 - 03/21/20137 days
Kendall Square...03/15/2013 - 03/21/20137 days

Trailer: Click for trailer

Websites: Home, Facebook

Genre: French/Canadian Romantic Fantasy

Rated: PG-13 for some violence.

Two worlds. One future.


Kirsten Dunst (Spider-Man, Melancholia) and Jim Sturgess (Cloud Atlas, Across the Universe) star in Upside Down, an interplanetary dystopian romance about a young man's search for the long-lost girl of his dreams. Written and directed by award-winning filmmaker Juan Solanas and set in twinned worlds with opposite gravities, the film puts an eye-popping, original twist on the classic tale of forbidden love.

Lovers Adam (Sturgess) and Eden (Dunst) are separated not just by social class and a political system bent on keeping them apart, but also by a freak planetary condition: they live on twinned worlds with gravities that pull in opposite directions--he on the poverty-stricken planet below, she on the wealthy, exploitative world above. The planets are so close that their highest mountain peaks almost touch. That's where Adam and Eden first meet as children. And later, as teens, where he pulls her down to his world by a rope to cavort in dual-gravity bliss (visiting the other planet does not release a person from the gravitational pull of their native planet). But when interplanetary border-patrol agents attack them, Eden falls back to her world--apparently dead.

Ten years later, Adam learns that Eden is alive and working at TransWorld--a vast corporation whose towering headquarters is the only structure that connects the planets--and the only legal means of passing between them. In a desperate attempt to find her, Adam gets a job at TransWorld developing a revolutionary face-lift cream based on a secret, gravity-neutralizing ingredient that has been passed down for generations in his family. From his lower-world cubicle, he quickly sets about infiltrating the upper-world executive suites to reconnect with Eden.

And so begins a quest fraught with dangers and challenges--from having to woo Eden all over again because of the memory loss she suffered in the fall, to fleeing authorities through a topsy-turvy realm where up is sometimes down and down is sometimes up. Upside Down is a visually stunning romantic adventure that asks the question: what if love was stronger than gravity?

About the Production

Upside Down began as a single image seen in a dream by writer-director Juan Solanas.

"I saw this man on top of a mountain, looking up and seeing a woman on top of another mountain but upside down," Solanas recalls of that seminal moment. "It left a strong impression on me."

From that image, Solanas began teasing out a story line, and soon knew he had found his next movie project. Almost immediately, he started writing down his thoughts, with the image ultimately becoming the all-important meeting of two star-crossed lovers living on twinned worlds and separated by opposite gravities.

It's not the first time Solanas, a former photographer and the son of renowned Argentine film director Fernando Solanas, has created a full-blown film from a single image. He took the same path for his surreal and evocative short, The Man Without a Head, which won a raft of prizes around the world, including the Jury Prize at the 2003 Cannes Film Festival, and was nominated for the Palme D'Or for Best Short. His award-winning 2005 feature film, Northeast, had a similar origin.

"Deep down, I'm a photographer so I am totally visual," Solanas says. "It's probably the result of an unconscious process. Once the image calls me, I look and I understand the story that comes with it. It's been like that each time."

Solanas took his dream-inspired ideas for Upside Down to his longtime collaborator, producer Aton Soumache (Renaissance), who had worked with him on The Man Without a Head. Soumache recalls being blown away by the richness of what Solanas presented to him.

"The world that he created with these two opposite planets was so incredible," Soumache recalls. "We were so excited. We came up with thousands and thousands of ideas."

The men worked on the script for more than two years, blending elements of classic love stories like "Romeo and Juliet" with fantastic flights of imagination to create a poetic fairytale that's as original as it is arresting to the eye.

"Visually, I've never seen anything like this," says the film's female lead, Kirsten Dunst (Spider-Man, Melancholia). "There's this whole idea of these parallel universes that connect, and there's a political aspect to it, there's a romance, and there's a whole new era that's created at the end of this film, as well. It's got a lot of huge themes, but it's done in a very funny, quirky way."

The grand innovation of the concept is the twinned planets with their opposing gravitational fields. On the one hand, there is the impoverished, so-called "Down Below," where people live in simple clothes with no money and no electricity. On the other hand, so close that it all but hides the sky, is the wealthy "Up Top," which exploits the resources of the lower world but shares none of the benefits. Lovers Adam and Eden live on--and are separated by--these different worlds.

It's a conceit that's rich in metaphoric overtones that hint at more earthbound issues such as slavery, apartheid, environmental exploitation and interracial relationships, says the film's male lead, Jim Sturgess (Cloud Atlas, Across the Universe).

"In any good love story there are always obstacles that prevent the couple from being together," Sturgess says. "And in this case, gravity plays a huge part in that--the fact that these people don't even exist in the same gravitational pull. It's one of the biggest characters in the film really."

As excited as he was about Solanas' ideas, Soumache was initially unsure they could be made into a film. But Solanas, who is praised by cast and crew alike for his raw, creative energy, was insistent that it could be done if they could assemble an exceptionally talented crew. They did just that, recruiting A-list production designer Alex McDowell (Fight Club, Minority Report); visual effects supervisor Francois Dumoulin (Demonlover), who had also worked on The Man Without a Head; and cinematographer Pierre Gill (Outlander, The Art of War).

Soumache says having a production designer of McDowell's caliber was essential to the making of the film. "We really needed somebody who was able to create a unique world," the producer says. "There are not a lot of production designers who can do this kind of movie--maybe four or five in the world."

McDowell loved the script and, after Solanas flew from Montreal to meet him in Los Angeles, signed on to the project quickly.

"It was a highly seductive project so it actually went very fast," McDowell says. "I'm always drawn to films that have a real personal kind of interior world that is being built--one that has real meaning to the director. This was something that was absolutely built from a vision Juan had, and so that in itself was very interesting. And then, of course, the idea is quite fantastic."

McDowell says Solanas had spent a lot of time working out a "great interior logic" for the film. For example, the dual gravity is governed by three rules: First, all matter is pulled by the gravity of the world that it comes from, and not the other; second, an object's weight can be offset by matter from the opposite world (aka inverse matter); and third, after some time, matter in contact with inverse matter burns. Solanas had also gathered mountains of photographs and pictorial material to work from.

"It's an amazing design challenge to think about this idea of two worlds, somewhat parallel to our own, but with this proximity--and two gravities, and all the complexity that that involves," McDowell says. "And the political and social undertones were really interesting to me. There was a real sense that he had a vision and knew what he wanted from it."

Director of photography Pierre Gill, who signed onto the project after Solanas flew to meet him in Paris, also found the project irresistible.

"It's like a dream come true for any filmmaker," he says. "It's unique. It's very creative, very colorful, very amazing. When I went to Juan's apartment, the first thing he showed me was the book with the visual references. The artwork was outstanding."

As for Solanas himself, he quickly overcame any doubts that he would be up to the task of helming the multi-million-dollar project, which was a huge step up from his previous films. McDowell says he for one had complete confidence in Solanas' ability, given his filmmaking pedigree and previous careers as a photographer and 20 years as a cinematographer.

"Juan is a great visionary," McDowell says. "There's no question that everybody signed on to this film because he had this totally original idea and vision driving everything."

Populating Up Top and Down Below

The originality of Solanas' concept and script also proved to be a great asset in attracting acting talent to the project. In casting the roles of Adam and Eden--the lovers kept apart by dual gravity as well as ruthless interplanetary border guards--the filmmakers turned to Jim Sturgess and Kirsten Dunst.

"They work very well together," says Solanas. "They are beautiful on the screen."

Soumache says Dunst had just the right balance of characteristics for the role of Eden. "She had to be not just pretty, but also clever and with a poetry of fragility," the producer says. "Juan loves this kind of character who can be a hero and have this in-between personality. And Kirsten, she's both together."

For her part, Dunst says she was immediately drawn to the simplicity and lyricism of the story. And she was blown away by Solanas' talent as a director after seeing The Man Without a Head.

Dunst's character, Eden, is forced to live in the moment because of amnesia resulting from a fall, she explains. "There's a sadness to her because of that. She definitely feels like a fish out of water, which is why she's so unique and special in a way, and why these two end up changing the course of history together."

An odd footnote: Due to a quirk of dual gravity, Dunst's character at one point kisses her boyfriend upside down--just as, in the role of Mary Jane Watson, she kissed Tobey Maguire's Peter Parker in Spider-Man.) "I never thought in my career I'd do it twice," she quips.

For the role of Adam, Soumache says Sturgess personified the perfect balance of heroic strength and fragility.

"He's exactly what Juan wanted," the producer says. "He's romantic, he has some poetry in his eyes and there's something naive about him."

Sturgess says he was deeply intrigued by the script: "Instantly, I was taken aback by how bizarre the whole thing was. I knew that it was an exciting idea, but I really didn't know how it was going to play out. I really wanted to do a kind of special-effects movie, so when this came along, for me it was the perfect choice."

His meeting with Solanas--which started at a London hotel and migrated to a nearby pub--was the clincher.

"The minute I met Juan I knew I wanted to do it," Sturgess says. "He just leapt out of his seat and gave me this huge bear hug. He was just so excited about the project, and I could tell that it was a work of passion for him."

And Sturgess says he couldn't have asked for a better co-star than Dunst. "She's an amazing actress and a lot of fun. We were strapped up on these wires together for hours and hours at a time, so you needed to really get on with that person. Luckily, we became very good friends."

That friendship shows up on the screen, according to Dunst. "I think we have good chemistry probably because I really do care for him. I feel like we fell pretty easily into it with each other. And we're very much on the same page, rehearsal-wise, changing things to make it better always."

Bringing a little comic relief to the love story is the character of Bob Baruchowitz, a TransWorld employee from Up Top who befriends Adam and helps him in his quest to reunite with Eden. The filmmakers wanted an actor who could bring the right blend of quirkiness and empathy to the role, and they found it in veteran British comedic thespian Timothy Spall (the Harry Potter franchise, Sweeney Todd: The Demon Barber of Fleet Street).

"Tim brought a rich depth to this complex character," Soumache says. "He has that eccentric English quality and he has warmth. He fully understood the role and he is a great actor."

Spall says he was contemplating various other projects when he read Solanas' script. "Within the first 10 pages, it was completely obvious it was the most original of all the scripts I was reading and one of the most original scripts I've ever read," he recalls. "It's not based on a book or a television show or a ride or something else that already exists. It is a completely unique idea in itself. I read it very, very quickly in one sitting and absolutely loved it."

Spall describes his character as a corporate man: "But he's had enough of it--he doesn't particularly toe the party line. And eventually he gets the sack, having assured Adam that he's probably going to fly under the radar."

The actors have nothing but praise for their director--even though Solanas, who was born in Buenos Aires and later lived in Paris, isn't quite as comfortable speaking English as he is Spanish and French.

"His spirit is so great!" says Dunst. "He has that childlike quality about him that really attracts you right away. You could step out on set and be in a bad mood or whatever, and Juan would make you happy. It must be the Argentinean in him or something."

Sturgess concurs: "By his own admission, he's a complete extremist. It's been a tough shoot--very technical--and I know for him, too, it's been a lot of hard work and constantly having to think. But I don't think I would have got through it if it wasn't him at the reins. He is so much fun to be around."

Sturgess adds that there were also benefits to working with the writer-director who originated the story: "It's his world, it's his imagination and whatever is going on in his head is what we're trying to make. So if there's any question, he knows the answer."

The cast and crew witnessed how intimately Solanas was connected to the material when the time came to shoot the mountaintop meeting between Adam and Eden. Sturgess recalls: "We came into work one day and he said, 'You know, Jim, I'm feeling really emotional today because we're shooting the scene that is the dream I had which inspired this whole movie.' It was amazing to see."

Despite the passion Solanas and his actors felt for the project, Upside Down proved to be a very physically demanding production for almost all concerned.

"It's funny--when I read the script, it just looked like a whole lot of fun, and of course you don't really consider the work you have to put in to make that fun come off the screen," recalls Sturgess. "So what I thought was going to be a really exciting, all smiles and just a good time has been actually one of the hardest films I've had to make."

Yet it was also exhilarating, Sturgess says. In addition to the wire work, which at times proved exhausting, the actor says at one point he had to jump into a pool when it was snowing outside.

"It was freezing cold," he recalls. "I'm standing there, drenched, in a suit. I was standing on top of a 10-meter diving board, jumping in this water. But then I realized how much fun I was having because then I was thinking, 'Well, I wouldn't want to be anywhere else right now.'"

Building the Twin Worlds

For cast and crew alike, the very originality of the script was also what made it at times enormously challenging. To tackle the massive production design challenges, McDowell marshaled a core design team consisting of a supervising art director and two assistant art directors along with a half-dozen set designers, three illustrators and two full 3D digital artists working on the post-production end.

McDowell says his design process typically starts with research, then moves into conceptual artwork that simultaneously involves 3D modeling and painting, with the 3D models being adjusted and updated based on a plethora of photographic material.

For Upside Down, the design process involved two parallel tracks of activity that fed into each other and spanned the Atlantic: On one hand, Solanas worked with a Paris-based visual effects house called La Maison, blocking scenes, and moving cameras and actors around in virtual space based on the environment design McDowell's team was doing in Montreal. At the same time, Solanas' work in Paris fed into what McDowell's team was doing--for example, a new camera position might affect the design of a set.

"We would update the set based on every new bit of information we got from Juan," McDowell says. "That was a constant process throughout this film."

But all agree it was the dual gravity concept that presented the greatest challenge to the team. For most of the dual gravity scenes, McDowell explains, the two gravities had to be shot independently of one another, and then precisely stitched together.

"We would literally design a set, then cut it in half, and split it into sort of two halves of the egg, and put them side by side," he says.

Characters interacting in these scenes were shot separately in their respective half of "the egg" using green screen as background. At the core of this process, McDowell says, was extensive visualization work in which the team examined the environment in all gravities, followed by a pre-visualization phase in which sequences were blocked and storyboarded into those environments, and frames extracted, painted and analyzed. But even with all of this preparation, there were surprises on set that made the actual shooting of some scenes incredibly difficult and demanded considerable technical creativity.

"We developed technologies that have never been used before," says Solanas, who is not a fan of soulless digital effects. "We wanted the film to remain very human and analogue--so we also developed a technology just to be able to stay analogue."

One technology used to ensure that camera position, spaces and shot requirements remained in sync in both halves of the split sets was motion control ("MoCo" for short), whereby a "master" camera on a dolly on one set is linked to a robotically controlled "slave" camera on the other set.

"It was very cool because when I would operate the camera and pan right, the MoCo behind on the other set would go 'Vrooom,'" Gill says. "It's all very complex. It's all computerized."

But what McDowell calls the "revolutionary challenge" of the production was the issue of eye-line--the invisible line of sight that connects two people who are looking at each other.

"Historically in film there's been a lot of trickery with floors and ceilings and upside down orientation where the gravity's changing," says McDowell--cases in point ranging from Christopher Nolan's Inception in 2010 to the 1951 film Royal Wedding, in which Fred Astaire famously dances on the walls and ceiling of a gimbal-mounted room. "But I don't think we've often, if ever, had a dialogue scene between two people in two different gravities."

In such split-set scenes--and there are many in Upside Down--the filmmakers found it hugely challenging to get a believable, specific eye-line between two actors who were acting not only in different spaces and often at different times, but also in opposite gravities.

"The issue of going through a scene trying to find the right shots to get to a point where people were face to face was very, very, very, very complicated," Gill recalls. "It was mind-boggling."

Second-unit director and cinematographer Mario Janelle came up with a system that helped solve the issue. It consisted of a video camera filming an actor from high up on one set, while a synchronized device on the second set pointed a laser at a tarp positioned at the height of the first actor's head, thus giving the second actor a visual mark to look at.

"It's one thing doing green screen and looking at the person in their face with all this stuff going on behind you, but it's another thing really not having anyone to act back at you," says Sturgess of the eye-line issue, adding that he sometimes had to look at crosses on a wall or tennis balls suspended in the air. "You might have five different eye-lines for that one person as they move around the room. It can get pretty complicated."

Dual gravity presented other challenges for the actors, as well--such as scenes where the gravities overlap. "When you're acting, you're constantly having to think about which gravity you're in, what your clothes would be doing, all those things," says Sturgess. "I was constantly trying to work out what would happen if I was in the wrong gravity and I did this. Or if this object is from this world, what would it do? How would it move? Would it be flying back up into the air?"

Dunst had to deal with similar issues when her character ventured Down Below. "Whenever I went to Adam's world to visit him, my hair always had to be back, so it wouldn't be flying up. And I could never wear a skirt or a dress when I visited him, because it would be flying up. We had to be conscientious about that."

In some scenes, a condition of zero gravity occurs, as a result of the second law of dual gravity: the weight of an object from one world can be offset by the weight of matter from the opposite world (inverse matter). This created yet another challenge for the actors: flying.

Most of the "flying" in the film is done using wires and looks more like bounding in a weak-gravity environment like the moon. Take the scenes in which Adam and Eden are piggybacked together, their conflicting gravities neutralizing each other as they float down from Sage Mountain, where they first met, and frolic in the forest. It's an activity they've enjoyed since they were kids, but later in the film they use the same skill to flee authorities through a floating quarry--a visually stunning and vertigo-inducing sequence. Sturgess was new to the art of flying, so he arrived on set a month before shooting started to do wire training.

"He had to learn to fly," says stunt coordinator David McKeown (The Notebook, Inception). "First of all, he had to get used to heights, because we were going to be going from boulder to boulder, weaving in and out of trees. After the first day, he was jumping in and out of the trees. He was pretty much a natural."

Sturgess, who did as many of the stunts in the film as was feasible, says the flying was fun--although on at least one occasion it made him sick to his stomach. "It's so specific. If you push off with your foot just slightly too much, you'll go into a spin. So you really have to focus on your balance and your body."

After her roles in the Spider-Man films, Dunst was something of an old hand at wire work. The actress says her favorite scene in the film was the one where her character and Adam are piggybacking in the mountains and forests where they first met.

"I'm literally on his shoulders like a child," she says. "We're laughing together and floating through the air, and there's this beautiful snow in the forest and it looks so gorgeous. It's really sweet and fun."

Upside Down was shot in Montreal, a city the filmmakers say provided the best visual match for both worlds in the story. McDowell and Solanas spent a lot of time walking the city streets in search of details and corners that had the look they were going for and would drive the look of the film.

Naturally, Up Top had a very different look and feel from Down Below. To find parts of Montreal that could correspond with the affluent upper planet, the filmmakers looked for architecture that was modernist and classic from the period between the 1930s and the 1990s. A key location was Place Ville Marie, a 47-story office tower and plaza built in the 1960s that is arguably the city's most distinctive building. For the filmmakers, it established a look for the TransWorld tower and Up Top in general.

The look of Down Below, on the other hand, was driven more by the look of post-World War II Berlin and Havana in the 1970s, combined with the films of Andrei Tarkovsky. That is, a starker, somewhat abandoned cityscape that bears the scars of arrested historical and architectural development. The filmmakers found the look they wanted in Old Montreal and an abandoned factory they came across.

Lighting and the type of 35mm film used also distinguished the look of the two planets, according to Gill. "We wanted to have the upper world more edgy, contrast-y and a little bit more cold, and make the lower world more organic," says the cinematographer, who shot the lower world with Fuji film and the upper world with Kodak film. "Different film stocks already have a different feel. For Up Top, when we had sun, I would make sure the sun was very bright--overexposed and very hard. And for Down Below, I would try to keep it down, with lots of clouds."

Also central to the appearance of the worlds were key locations in the story, such as the surreally gorgeous, Baroque-style theater where Eden dances tango. For the design of the ballroom--described by Dunst as having a "romantic decrepit feeling" to it--the filmmakers drew on a theater in the Czech Republic that Solanas and the visual-effects team had identified. According to the backstory, the ballroom was once a Down Below theater, whose artfully patterned ceiling now serves as a dance floor for the Up Top elite, complete with ceiling moldings and a giant chandelier. McDowell says the set presented some unique structural challenges, particularly the giant chandelier, with its thousands of crystals, which had to hang upward instead of downward.

At times, their desire to remain true to the internal logic of the dual-gravity concept bordered on the obsessive. For example, McDowell says the team thought long and hard about such details as how to show the aging of structures like the tango ballroom, even including such minutiae as water stains on walls that ran upwards instead of downwards.

"In general, we tried to create a sort of age layer that was not too gravity-dependent," he says, "because if you really overthink it, the dust would all fall upwards and it would be clean--but we needed it to be dirty. So we had to think about some of those things."

Similarly, in the sprawling, homogenous office space that is Floor Zero of TransWorld, lighting the room from the ceiling became a challenge when the ceiling itself was a floor for the Up Top employees.

"We came up with a solution of building a light into the furniture," McDowell says. "But it just happened to also light the ceiling--or the floor above it. We really had to redesign what it meant to light a space like that."

The Sage Mountain set, in which tall peaks in both worlds almost touch, also had the design team scratching their heads. McDowell recalls spending a lot of time working on getting it right: "How far apart are these mountains and how do they behave in relation to one another in the two different gravities? How do the actors get from one summit to the other?"

In addition to working on the set in the virtual space and in 3D, the team built physical models at various scales--the largest of them filling the available stage space. McDowell, who is used to working with large studio budgets, says his crew did a remarkable job, taking castings of real rocks, creating plaster skins, and sculpting and painting beautiful, realistic, modeled mountain tops.

"Even on a constrained budget, we had these amazing craftsmen working with us to create realistic-looking sets," he says.

In fact, getting the most value for every dollar spent was yet another pervasive challenge throughout the independent production. In that regard, McDowell says, the ability to make decisions early and stick with them proved critical.

"What's challenging about working on a film like this is that you try to only build what is going to be in the film," he says. "Ideally, even with a compressed pre-production time, you spend more time on careful planning in order to not waste any time, money or real estate while you're shooting--because you need every single penny to make it to the screen."

A perfect example is Upside Down's final sequence, a breathtaking sweep of the two worlds that elevates the concept of dual gravity, suggesting that it need not be a premise for conflict between worlds, but rather an opportunity for greater harmony. And it's all because Adam and Eden had the conviction of their hearts and the courage to explore a force even more fundamental and unyielding than gravity itself--love.

Dunst says that's the true power of the film: "It's a movie that you can go to with your family and it'll be like a beautiful spectacle," she says. "Not in the sense of being in 3D or being overly dependent on special effects, but in a romantic, beautiful way that just sweeps you off your feet for a little while."