Leigh Whannell on Directing ‘Upgrade’: Making Champagne with Beer Money


I got the opportunity to sit down with director Leigh Whannell to discuss his latest movie, Upgrade, starring Logan Marshall-Green. This is Whannell’s second movie as a director, after spending several years in the industry as an actor and writer (Saw, Saw II, Insidious). We talk about the transition from being an actor and writer to being a director and lessons he’s learned along the way. Whannell discusses how being involved in all aspects of making a film has really him helped become a better director when interacting with the actors as well the process of film making.

We also discuss the themes of Upgrade and what influenced him to make this film. Check it out.

You’ve been in the film industry for a while and have been a writer, actor and producer but this is only the second film you’ve directed. What was the biggest thing you learned from directing Insidious Chapter 3 that helped you with directing Upgrade?

WHANNELL: The biggest thing I learned from Insidious Chapter 3 is that directing a film is not as scary as I built it up to be. I’ve been writing films for a while and I knew a few film directors and I realized in hindsight that all they told me were the war stories. All they did was vent. No one tells you “I had a great day on set, everything went right.”

So when it was time for me to direct a film, I thought it was going to be like Apocalypse Now and I was going to have a gun to my head. But it wasn't like that. I’m almost afraid to admit this but, I had fun. I had fun directing insidious Chapter 3. Yes its stressful and that ticking clock is always there and time is always running out. You feel like you’re running to stay head of a boulder like Indiana Jones. But if you can keep ahead of the boulder, everything works out.

And that’s the biggest thing it took in. That this can be a fun process. And I wanted the crew to have fun too. I want everyone around me to be having a good time to and make sure it was a fun experience.

How long was the shoot for Upgrade?

WHANNELL: Upgrade was about a 32 day shoot. Not a long shoot. Some could say not long enough for a film with this scope and theme. But it’s amazing what you can do when you just have to make it work

Was there one or two skills that you found from being an actor/writer/producer that were the most helpful for directing Upgrade?

WHANNELL: Certainly being an actor is really helpful when you’re working with actors. I know from personal experience that some directors just don’t know how to talk to actors. It’s almost as if they’re afraid of actors. I remember one film in particular where I never even saw the director. And so I definitely had that experience with actors as an actor, so when I’m interacting with them on the set as a director, I know what their anxieties are and what they’re feeling and I can tailor my direction with each individual actor.

The other skill was writing.  Being a writer of a film, makes you an instant authority on what you can lose and what you can’t afford to lose. I think if a directed a script written by someone else, there would be a bit of guess work. But when I’ve written it, I know exactly what’s crucial and what’s not.

Upgrade is interesting because it’s a smaller budget film but doesn’t look or feel like a small budget film because of its futuristic look and technology. How were you able to do that while operating with that constraint?

WHANNELL: It was kind of a death by a thousand cuts approach. There isn’t just one thing you can do. You sorta have to do a thousand little things and then somehow the thousand little things form the larger picture. One thing we did is to know where exactly we were going to be spending money on CG. For instance, there are only a couple of big wide shots of the city in the whole movie. If this was a large tent-pole movie there would probably be dozens of swooping helicopter shots of this futuristic city. We did two.But we you realize when audiences see these films, at least in my experience, two is enough. Once you’ve planted that seed in the audience’s mind, they get it, you don’t have to keep hammering it home. So that’s part of it.

The other part is, we had a fantastic production designer in Felicity Abbott. She knew how to make champagne with beer money. She could give us a car of the future or a smart house of the future without the resources of a bigger film.


What were some of the sci-fi influences for this film?

WHANNELL: I think in the writing of this, the biggest influences for me were Sci-fi movies in the 80’s, that I grew up loving. The ones I constantly rented from the video store. Films like The first Terminator, Robocob, a lot of the Cronenberg movies like Scanners and Videodrome. I loved these movies when I was younger but now with the benefit of hindsight and looking back over the past 30 years of CGI, I can see how those movies were the height of practical effects. They were really the last dance of practical effects before CG ostensibly obliterated the practical effects industry. Sure, movies still use practical effects especially makeup effects but we’re relying more heavily on CG.

So I looked to those films as inspiration when I was writing Upgrade in terms of how you could make a Sci-Fi film that had a bigger idea and a bigger world but do it in the framework of a lower budget film. The perfect example is the first Terminator movie. That movie has gone on to spawn this huge franchise and TV shows but if you go back to that first movie, it’s so lean and mean. You feel that low budget independent energy.

Practical effects pretty much force your hand to get as authentic as possible

WHANNELL: Exactly…there’s that safety net of CG. I can’t imagine was it was like on the set of that first Terminator movie when they were like “We have to get this all in camera”. They used miniatures and used what they could. But by today’s standards some of the makeup effects don’t hold up. They might look a little clunky. But we don’t care because we’re so invested in the story. It’s amazing what an audience will forgive or overlook when they’re invested in the story

Is that how you approached the action scenes in Upgrade to get them to feel so intense sense?

WHANNELL: Yes. I wanted the audience to feel the intensity. The scenes where the camera was moving with Grey, it was all in camera and not added in post.  We strapped a phone under Logan’s clothes and the camera would lock to the phone. So wherever the phone went, the camera would focus and give you that off kilter feel. All in camera and practical

There have been several of movies that have tackled the man vs machine theme as well as what the future of technology holds. What would you say the is the theme of Upgrade?

WHANNELL: I think the theme of this movie is about how much of our humanity we’re giving to computers. And how much of our daily lives and daily tasks are we going to delegate. It’s one thing to have a smart car that drives for us but what about a smart home that does the shopping for us? You’re out of eggs and so the home orders them for you and does the shopping for you. So I’m wondering what the end of that river is and this movie is about that. We have a character who even his bodily functions are being controlled by machines. It’s kinda nightmarish Sci-Fi thriller version of that question “How much do we give to computers”. Cause we’re the ones who are giving the control, we’re the ones willingly handing over this control

And its not even just individually, in this movie, Grey is forced because society has decided to do this.

WHANNELL: I’m glad you picked up on that because I really wanted that. At this point he’s completely reliant on technology. And as the movie goes on and on, he’s forced to willingly give over more and more control.

What technology, technique or methods have you seen that are the next big thing in filmmaking?

WHANNELL: I have two thoughts on this. One, I still think the traditional theater going experience is crucial. They’ll try something like 3D or throw gimmicks on it, but it never really tops just sitting in the theater an watching a movie. Even now the 3D craze has kinda faded. And if anything people are taking a step back so you have people like Quentin Tarantino and Christopher Nolan and they’re shooting on film. So I feel like there might be a step back and a bit of a nostalgic thing happening with movies being shot on film and projected on film .

Having said that, I think there’s a lot of interesting possibilities with VR. Though I worry about how much time people will spend in VR, have a Ready Player One situation. We have a scene like that in Upgrade. I mean you’d rather be part of that world because you get to be whoever you want but in this world you have to live with who you are. But I do think there might be some interesting storytelling that comes out of VR cause you actually get to live in the story and so as a consumer and reviewer, I’m actually excited about where VR is going. I’d like to see some great film makers tackle it. I can’t imagine what David Fincher would do with VR. I think there’s some excitement there

But having said that I ‘ll never get tired of sitting in a movie theater and looking at a 2dimensional screen and the reason for that is story telling. From a cave painting to now, the only thread has been storytelling. So when people worry about how its presented I think they’re worried about the medium and not the message. Focus on the story and the rest will come.


Upgrade opens in theaters on June 1st. You can check out my review of the film here.





Charles (Kriss)

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