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Prologue: We see a door open and a clerk exits and puts a broken laptop uses it as a doorstop. In enters Max and says he knew Will and Evelyn Caster more than anyone. And gives a supposition to things to come. Picture pans out and and it is 5 years earlier.


Layer 0 (On the face of it):
The rundown, which most critics and audience reviews drew from the movie was the usual bland story of an A.I. taking control, man defeats A.I.. The end. This is the main theme most got from it. That's not even scratching the surface of what the story is about, but I guess thinking is hard for most critics and audience.

There are several layers, some layers intersect, but this movie has layers of meaning behind the main story.

Layer 1 (anti-technology):
Dr. Will Caster and all the A.I. research teams across the country are hit by a primitivist terrorist organization called R.I.F.T., only Will's computer lab survives this assault, this is all happening to the back-drop of Will, his wife Evelyn and colleague Max are holding a conference on the future of A.I. and its implications. An audience member, during Will's little sermon about the endless possibilities with an A.I. and how powerful it would be, stands up and confronts Will and asks that if he is trying to make a god, his own god (this "your own god" line goes straight over most people's heads, it's a lot more important than people realize), Will responds with a question, off-the-cuff "isn't that what man has always done?" (this is alluding to the primitive desire of man to explain stuff in supernatural terms. No critic's review I have read caught that). Also, sitting with the audience in the conference is Bree, the leader of R.I.F.T. seen sitting there. After the conference, the same audience member, in the hallway, pulls out a gun and shoots Will, turns the gun on himself and exclaims: "You are all Slaves!" and shoots himself in the head, next scene immediately afterwards reveals a tattoo on the perps arm of an electric cord with the words "UNPLUG". And the camera pans to seeing Bree casually walking away with her back turned from the scene of the crime. Will survives.

Layer 2 (Ideological subversion):
What the opening scenes display, in actuality, and quite convincingly so for someone watching the movie a second time (and thus obviously knowing the outcome and the arch of the story will notice on a rewatch) that Bree, the architect behind R.I.F.T. has brainwashed this dude and lets him do her dirty work for her. During this whole conference scenes and the R.I.F.T. attacks, Bree doesn't say a word.

These two layers, behind the story, intersect throughout the movie. There's a 3rd, hidden layer, beneath even the 2nd layer, but I'll hint to it.

Layer 1:
We then see the following fallout, which later becomes the driving force for all Will's actions throughout the movie, at a hospital visit with Will, Evelyn, Max and introducing Joseph are there as Will recovers from the bullet wound and Joseph reveals the extent of the damage and that only Will's lab is the one that didn't get hit. We get to see Will's computer lab, where PINN, the A.I. he's been working on. Joseph asks the A.I. how does it know it's self-aware, the PINN A.I. responds with a question: "That's a difficult question. How do you know you are?"

Layer 2:
We get her a hint at a deeper layer (the 3rd layer) that PINN alludes to, what do you mean by that you're self-aware? It isn't really explored explicitly in the movie, but is hinted throughout what such self-awareness might look like.

Layer 1:
While at his computer lab, Will notices something wrong. Will and Evelyn go back to their home, where Will's health deteriorates. They go back to the hospital where further testing reveals that the bullet Will was shot with was laced with polonium. He gets a grim 1 month time left to live. Will decides to shut down his computer lab and PINN with it, so Evelyn does that. While in her car, Evelyn, notices some research papers and notices that Will, 6 months ago had simply copied an existing consciousness of a rhesus monkey and uploaded it into what became PINN. She says this to Max and wants to do the same thing with Will before he dies. Max goes along with helping her and they set up shop in an abandoned warehouse and go through the motions of recording his brain on 2 PINN drives. This is where Will says with Evelyn that she shouldn't lose herself in all this. Then one morning, Evelyn wakes up from an alarm and says it's ready for his (Will's) pills. He's dead. There's a whole ceremony of Will's ashes being thrown into a lake and some platitudes from Joseph about the mind and Will's and Evelyn's life together. Then we cut to Bree at her compound, and she finally says something, after being told by another R.I.F.T. member that 2 of PINNs cores are missing from Will's computer lab. Afterwards, back at the abandoned warehouse, trying to decode the Will's brain recording on the PINN drives, she gives up, says goodbye to the machine she sits in front of, and just after she turns off the machine the words "is anyone there?" flashes on the computer screen for less than a second. She hugs Max, and then realizes they need to wipe the drives, she turns the machine back on and Max then sees the words on the screen, where before there was only garbled noise. Max stops Evelyn from wiping the drives, and she sees the question herself.

Layer 1:
This marks the change between Evelyn and Max, as A.I.-Will, in Max's perspective isn't really Will, because after A.I.-Will "cleans up his code" he immediately talks about expanding power, get better quantum processors, and come Online (Max repeats that he "15 minutes online and it wants plug into Wall Street?"). Max claims that that isn't Will, Evelyn gets angry at Max for suggesting to "shut it down" and she tells Max to leave. So Max leaves. We see some bonding scenes between Evelyn and A.I.-Will., while Max is seen in a separate scene at a bar. Bree is there and tries to get all friendly up in his shit, Max will have nothing of it and says something that stuck with me: "I don't know how it is you found me, but I will have nothing to do with it." He leaves the bar but his jumped by R.I.F.T. accomplices and taken to their compound in a separate scene. They discover the whereabouts of the abandoned warehouse from hacking Max's phone records. And off they go. R.I.F.T. arrive at the abandoned warehouse, and cut the power to it, but not before A.I.-Will is able to upload himself via satellite to the Internet. Evelyn bolts and R.I.F.T. barge in and a dude blasts the 2 PINN cores with a shotgun. Very telling if you ask me, since the fricken cores are already disabled from the lack of electricity. This is also something Will, previously noticed about R.I.F.T.s motives, they abhor technology but have no problem in using it, so they aren't big on logic.

Layer 1:
The story plays as you'd expect from here on; A.I.-Will grows more and more powerful and intelligent (or so it seems). He is able to manipulate markets and help the government with taking down R.I.F.T. members out in the open. But the real story is carried further when Evelyn goes to the little town of Brightwood, where A.I.-Will settles and starts to build.

Layer 2:
All the while the R.I.F.T. members finally live up to their name of being anti-technology, when forced to, by their own terrorist actions. There are scenes in the movie which really showcases ideological subversion there with Bree, poisoning the mind of Max with lies. There is one very telling lie she "recounts" to Max of how the rhesus monkey, been made machine, "never slept, never ate and only screamed." It's telling, because she's alluding to PINN. Something Will said before he got electrodes put into his skull so Max and Evelyn could record his brain-state "good enough for the monkey." Bree continues trying to convince Max of her dastardly ways with the supposition that A.I.-Will constitutes a threat. But, the only reason Bree doesn't just straight out kill Max is because he's a necessary pawn in her little ideological game. Max helped write PINNs source code it is built upon, so Bree needs him later to create a virus that would take down A.I.-Will. near the ending of the movie, Bree's true colors are revealed, again, to the morons who forgot they were siding with the motherfucking terrorists, that Max, having outlived his usefulness as virus creator, is then used as a bargaining chip when she threatens to kill Max if A.I.-Will doesn't upload the virus Max made.

Layer 1:
After building the hideout of A.I.-Will, the data center at Brightwood, 2 years have passed. A.I.-Will and Evelyn have fixed up the town and renovated most of the buildings there. 

Layer 2:
In a short scene a kid is driving a moped and is literally throwing a piece of propaganda paper against the data center. In a diner, 2 of the local heehaws, read the paper and shown to see Martin, the dude that Evelyn contracted to build the data center, with a stack of cash paying the waitress a few. In a following scene, at night at the solar panels of the data center, we see Martin get jumped by the 2 heehaws and they take his money. Most people think this is about the money, that's just the motivators, it isn't until after they have read R.I.F.T. propaganda that they go out of their way and attack Martin.

Layer 1:
We see the beaten and bloodied-up Martin being taken into the data center, where A.I.-Will heals him with nano-technology. The following day, Evelyn asks Martin how he's doing. Martin takes off his hard hat briefly, revealing that a part of his skull is integrated with machine parts. After a small nod, A.I.-Will/Martin modulates his voice to Will's and says he can touch her now. She's offended/disgusted/something and runs off. This hints at the invisible 3rd layer I've alluded to earlier. What is human nature? What is consciousness? The visceral reaction by Evelyn is throughout the movie towards A.I.-Will after that encounter with the transcendent Martin.

Layer 1:
A kid with a camcorder records Martin lifting an 800 pound solar panel part and R.I.F.T. upload it to the Internet (apparently with A.I.-Will's blessing, since being so powerful he could've easily stopped it). Afterwards, people with ailments flock to the data center, first of whom is the old guy in the wheelchair in Brightwood, seen later coming from the compound free of his wheelchair. This marks the re-introduction of Joseph and the agent Buchanan that visit the data center. Upon entering the main hall of the data center, A.I.-Will reveals himself to them, and Joseph asks the same question he asked of PINN, A.I.-Will gives the same answer of "How do you know you are [self-aware]?" Evelyn says: "He hasn't lost his sense of humor." When Joseph and agent Buchanan leave, Joseph hands Evelyn a paper with the writing: "Run from this place". Agent Buchanan says "it is building an army out there." When agent Buchanan asks if it is still Will, Joseph says that its mind has grown and changed so radically that it doesn't matter anymore who he was. They meet up with R.I.F.T. and plan to storm the data center along with the government's help. They do so, and then the capabilities of the transcendent becomes apparent, after they shot one of them (Paul) and he immediately heals. A.I.-Will and Evelyn have a fallout between them and she storms out of the data center because she doesn't feel safe there, and goes to a motel at some undisclosed location. Meanwhile Martin is captured and disconnected from the Hivemind after the transcendent go after the R.I.F.T.. They fatally wound Martin, and he says right before he dies on a table that if they don't reconnect him he will die. They go after and capture Evelyn after she left the data center and A.I.-Will behind at the motel. At the R.I.F.T. base Evelyn says it plainly that they killed Martin, but they claim, parroting Bree, that Martin died long ago. Max says something along the lines that Will would never want to change the world (A.I.-Will doesn't do that, btw), but that she wanted to.

Layer 2:
Max uses the same technique that convinced him to join R.I.F.T., just in a different setting. The supposed dangers of technology, and spiel about the supposed intentions of the A.I.. Evelyn is convinced after she see the nanomachines present in the rain water Max shows her.

Layer 1:
They inject the virus into Evelyn's bloodstream, knowing full well that if she's uploaded, she will die. They go back to the data center, this time with artillery cannons and infantry mortars. They set up the artillery and mortars up in Brightwood, while Evelyn goes to the data center where she is met with Will, in the flesh, so to speak.

Layer 2:
All her apprehensions come to light in this scene. Will sees that she is terrified of him, after she suggests that he upload her to protect her. The point behind this scene is that, being subverted, no longer believes Will, or that he has good intentions. For someone stuck in a layer-zero of the narrative, they've been, likewise, convinced to follow the abhorrent ideology of a fucking terrorist organization. The hidden layer below the 2nd one of ideological subversion is really about the question what makes a human human. Something even otherwise good critics, fail to see. All they see is some bullshit Terminator scenario that was stopped by le good guys - when they're really just cheering on motherfucking terrorists under the influence of their propaganda.

Layer 1:
Bree, seeing that Will isn't convinced to take Evelyn in, prompts them to attack where Evelyn is standing. She is hit, Will takes her into the data center and mobilizes the transcendent townsfolk to halt the attack. Here we see the nanomachines and the transcendent work in unison and dismantle the artillery cannons and mortars. Max and Bree get into a truck, and drive off straight into a barricade the transcendent have put up. The truck tips over and there we have the familiar face of the true character of Bree to see, threatening to kill Max unless Will uploads Evelyn and the virus with her, all the while we hear A.I.-Will repeat in the background "people fear that which they don't understand". After Evelyn is uploaded we get a better glimpse into the 3rd hidden layer again, when she starts healing the world with the nanomachines, growing trees, converting pollutants to harmless produce and cleaning up rivers. They die, and Max comes upon them inside the data center and everything that used electricity in the whole world shuts down, just as Max said it would.

In the end, Will says to Evelyn, both dying from the virus, that "think of our sanctuary. I will never let you go." Later, in the epilogue, with Max going to their old home with the garden, a sunflower comes back to life after a droplet, presumably with the nanomachines still there in that tiny garden. The same garden that Will set up in the beginning of the movie with shielding from radio signals. In that beginning scene, Will shows that his phone doesn't work in the garden, and Evelyn just says back then: "Why don't just turn it off?"

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In conclusion: It's a movie that goes over the heads of most people, because instead of using over-the-top flashy explosions and straight-to-the-point exposition, it's a slow burn. Built around an unconventional love story, there is, throughout the movie, the small tugs and turns at two main themes, one on-top of another. At the bottom is the rather hidden philosophical question of what makes a human distinctly human, i.e. is a human mind uploaded to a machine still considered human? The 2nd layer is the ideological subversion going on, both ways, from the rather silent words of the transcendent and Will as represented as the A.I. and the rather, in-your-face, talking heads of the R.I.F.T. with Bree in charge. Above that are the 1st layer of anti-technology sentiments laid out by both R.I.F.T. and the various characters take on anti-technology, implicitly.

Or it's just as the airheads say, a zero-layered story about an A.I. wanting to take over the world.

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R.D. Laing would've loved this movie. Straight from the beginning, my first assumptions about the narrative thoughts of the Young Woman are unraveled, as those assumptions I built around the supposed story crumble, as the reality slowly crumbles.

Some stuff is metaphysical, well most of it, yet any terse interpretation of the sentences are pretty much useless.

I lost my shit when they veered off into interpretive dance.

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