You may not be able to figure it out, but that's part of the point of this sensually-directed, sensory-laden experiential (and experimental) piece of art that washes over you like a sonorous bath of beguiling visuals, ambient sounds and corporeal textures.
No one is going to explain any of this for you — and the slightly snobby implication of Upstream Color is that explanations are for suckers.
Stephanie ZacharekVillage Voice
To be bewildered by Upstream Color is to be human; the story is obtuse by design, though the filmmaking is X-Acto precise. But it's a bloodless movie, and its ideas aren't as tricky or complex as Carruth's arch, mannered approach might suggest.