What Is Up! About?
The premise of Up! in 243 words, with nothing given away. The full story follows below.
In the sun‑bleached outskirts of northern California, a Bavarian‑style manor hides a startling secret: a former world leader has assumed the name Adolf Schwartz and lives far from the eyes of history. The quiet town of Miranda is already tinged with oddities, but the sudden, unexplained death of this enigmatic resident sends a ripple of whispered speculation through its streets, setting a tone that blends dark humor with an unsettling surreal edge.
Into this peculiar landscape arrives Margo Winchester, a lone hitchhiker whose arrival is as mysterious as the rumors surrounding the manor. She quickly catches the attention of the local lawman, Sheriff Homer Johnson, whose flirtatious charm and ambiguous motives hint at a complex power dynamic that will shape the town’s undercurrents. Their interactions, charged with both curiosity and restraint, suggest that the frontier of authority here is as fluid as the desert heat that bakes the town.
Overseeing the unfolding tableau is a provocative Greek Chorus—a bare‑footed narrator draped in long black boots—who intermittently breaks the fourth wall with cheeky commentary, reminding viewers that the story is as much a performance as a mystery. The film’s style is deliberately brazen, mixing voyeuristic visuals with a wry, self‑aware tone that invites the audience to question every motive. In Miranda, desire, secrecy, and the lingering echo of a vanished tyrant create a charged atmosphere where every glance could harbor a clue and every whispered rumor feels like the start of something far larger.
What Happens in Up!?
The complete story of Up!, from the first scene to the last, in 924 words (about 4 minutes). Spoilers throughout. Names in the text link to 4 cast member pages.
Spoilers ahead
The Greek Chorus, Kitten Natividad, opens the film with a provocative narration that recurs between scenes, nude except for long black boots, reminding viewers of the film’s brazen tone while quietly guiding the audience through shifting plots and lurid details.
A man named Adolf Schwartz, Adolf Hitler in hiding, lives in a Bavarian-style castle in northern California. He is introduced in a scene that blends dark humor with unsettling decadence, an orgy in the dungeon involving [The Headsperson], [The Ethiopian Chef], Limehouse, and Paul, after which Schwartz is murdered when a ravenous piranha fish is slipped into his bathtub. The killer’s identity remains ambiguous for a moment, and the film’s tone shifts from shock to a sun-bleached surrealism as the story moves forward.
Margo Winchester hitchhikes into the nearby town of Miranda and is spotted by the local Sheriff Homer Johnson. He makes flirtatious advances, which Margo rebuffs, setting the stage for a tense, power-filled dynamic between the two. Shortly after, she is picked up by Leonard Box, a known troublemaker and the son of a sawmill owner. A heated argument escalates, and Leonard subdues and rapes an unconscious Margo; she regains consciousness and kills him in retaliation. Homer witnesses the act but covers it up, fearing that Leonard’s father could jail Margo forever and could retaliate against him. He uses the incident to his advantage, steering the narrative into a dangerous alliance that begins with Margo sleeping with him and grows into a relationship that is threaded with mutual but untrusting infidelity.
Homer helps Margo secure a job at the local diner, Alice’s, which is run by Alice, who is married to Paul. The film sketches a web of sexual dissatisfaction and desire, with Paul showing interest in Limehouse and causing a cascade of flirtations and encounters. After Margo finishes her shift and goes for a swim at Salmon Creek, Paul follows, and the two have sex. In a separate, almost offhand moment of raw power and control, Homer—who had earlier scuttled a traffic violation against a woman after a blowjob—remains in bed with the Native American Pocohontas and awkwardly shoves her out when Margo’s van returns. Still in the nude, Margo enters the house with her companion, while Homer, now in the shower, sustains an accidental scalding burn that leaves him humiliated and slightly chastened. The encounter prompts Margo to quip about his altered state, noting that she must have slept with an “Indian” to account for the red-tinted memory.
A bar performance by Margo sparks the attention of Rafe, a lumberjack. He reacts with anger, rapes Margo, and the others join in before fleeing at Homer’s arrival. The confrontation between Rafe and Homer ends in both men losing their lives, a stark reminder of the film’s cycle of violent impulses and fatal consequences.
Margo later discovers she is undercover and has been sent to Miranda to investigate the crime, revealing the ongoing investigation’s real purpose. A phone booth scene leads to a chase through the forest, where she is suddenly attacked by a figure in black—the assailant turns out to be Alice. Alice is Adolf Schwartz’s murderer and, it is revealed, his daughter. She killed Adolf out of jealousy that he slept with Paul and intends to do the same to Margo. After a muddy confrontation by a creek, Alice and Margo come to a tense reconciliation, and Alice guides Margo toward a bed frame standing alone in the forest. As the forest shelter gives way to danger, Paul appears and shoots Alice in revenge for Adolf, whom he loved. Margo disarms Paul and ultimately apprehends the two, bringing the chaotic chain of desire, deception, and murder to a close.
The film’s rhythm hinges on the narrator’s interludes by The Greek Chorus, whose provocative interruptions and comments frame each scene with a knowing wink at the audience. The characters’ entanglements ripple outward: a hidden war between lovers and would-be lovers, a series of betrayals both intimate and violent, and a detective’s dangerous operations that blur the line between crime, passion, and punishment. The performances by the principal players—especially Margo Winchester, whose journey from hitchhiking stranger to undercover investigator drives the narrative forward—are underscored by moments of dark humor and unflinching sexuality that have defined the work’s enduring reputation.
- Margo Winchester’s arc grows through a sequence of coercive and consensual experiences that pull her deeper into a web of secrecy and danger. Raven De La Croix embodies the character’s blend of vulnerability and resolve as she navigates a world where power and desire often collide.
- Homer Johnson’s presence—played by Monty Bane—serves as a catalyst for Margo’s decisions, a man whose male pride and protective impulses veer into manipulation and crime.
- The diverse cast of players around Adolf Schwartz—Edward Schaaf in the role of the concealed dictator—renders the film’s morally ambiguous world with a satirical edge that remains unsettling to this day.
- The grotesque allure of Limehouse, The Ethiopian Chef, and The Headsperson is kept vivid through their brief, charged appearances, each linked to the memorable performances of the actors who briefly animate the film’s more lurid episodes.
In the end, the narrative does not exhale closure so much as it leaves a trail of consequences: ruined relationships, buried secrets, and the unsettling reminder that behind every act of desire lies a motive, a fear, or a lie. The Greek Chorus remains a constant, winking oracle over it all, continually reminding the audience that the plot’s shocks are as much about human nature as about the film’s outrageous setups.
Up! Timeline: Every Key Event in Order
15 key events in the order they happen, from “Opening: The Greek Chorus Sets the Tone” to “Final Confrontation: Paul Fires, Margo Arrests”. 15 events name a place, across 14 locations.
- 1
Opening: The Greek Chorus Sets the Tone
The Greek Chorus appears in the nude except for long black boots and narrates key plot points as the film begins. It provides context, foreshadows events, and inserts quirky narration between scenes. The sequence establishes a surreal, satirical tone that threads through the story.
When:opening Where:Opening sequence
- 2
Adolf Schwartz Hides in a Bavarian-Style Castle in Northern California
A man posing as Adolf Hitler lives tucked away in a Bavarian-style castle in northern California. He hosts an orgy in a dungeon with three women—the Headsperson, the Ethiopian Chef, and Limehouse—and a man named Paul. The ostentation and secrecy set the stage for the film’s shocking turn of events.
When:early Where:Bavarian-style castle, northern California
- 3
Murder by Piranha: Adolf Schwartz Is Killed
After the orgy, someone places a ravenous piranha in his bathtub, killing Schwartz. The murder is swift and spectacular, signaling a break from the castle's decadence to a new wave of danger. The incident catalyzes the surrounding chaos.
When:after the orgy Where:Castle bathroom
- 4
Margo Winchester Arrives in Miranda
Margo hitchhikes to the town of Miranda and is spotted by Sheriff Homer Johnson. He makes unwanted advances, but Margo rejects him, setting up a tense dynamic between the two. The encounter foreshadows the complicated alliance that follows.
When:some time later Where:Miranda
- 5
Leonard Box Attacks and Margo Fights Back
Leonard Box, a troublemaker and son of the local sawmill owner, confronts Margo, subdues her, and rapes her. She regains consciousness and kills him in retaliation, marking a brutal turn in Margo’s nightmarish sequence of events. The act demonstrates the town’s dangerous undercurrents.
When:after the argument Where:Outside Miranda
- 6
Homer Witnesses and Keeps the Secret
Homer Johnson witnesses the killing but chooses to cover it up to protect Leonard’s powerful father. He then uses the incident as leverage, tightening his hold over Margo and fueling a harmful power dynamic between them. The cover-up initiates their complicated, unfaithful relationship.
When:immediately after the incident Where:Miranda
- 7
A Mutually Complicated Affair: Margo and Homer
Margo and Homer begin a fraught relationship built on manipulation and mutual risk. Their liaison is marked by secrets and lies that echo through the town’s darker corners. The affair helps propel subsequent schemes and alliances.
When:post-incident Where:Homer’s residence / Miranda area
- 8
Margo Joins Alice at the Diner
Homer helps Margo get a job at Alice’s diner. The diner is run by Alice, who is married to Paul and who harbors her own complicated sexual orientations. This workplace becomes a new nexus for jealousies and flirtations.
When:early in a new chapter Where:Alice’s Diner
- 9
Paul’s Unfaithfulness and Obsession with Limehouse
Paul shows renewed interest in Limehouse, confirming his pattern of infidelity. He is revealed to have previously serviced Schwartz as well, tying the sexual web to the murder plot. The alliances in town become increasingly entangled.
When:throughout Where:Near the diner and local area
- 10
Salmon Creek: Paul Pursues Margo as Darkness Falls
After finishing work, Margo goes to Salmon Creek where Paul follows. While Margo undresses by the stream, Paul approaches and they have sex, marking a charged, dangerous encounter in a natural setting. The moment underscores how the town’s affairs bleed into the outdoors.
When:evening Where:Salmon Creek
Show the other 5 events of Up! Hide the last 5 events
- 11
Homer and Pocohontas: A Heated, Nocturnal Moment
Meanwhile, Homer beds Pocohontas, a Native American woman, but shoves her out when Margo’s van returns. Nude and unsettled, Margo enters the house, while Homer bathes and accidentally scalds himself. The scene underscores Homer’s self-destructive impulses.
When:evening Where:Homer’s home
- 12
Bar Strip Show Sparks a Violent Riot
Margo performs a strip show at a bar, provoking lumberjack Rafe to rape her with others participating. Homer arrives and a violent confrontation unfolds, resulting in the deaths of both Rafe and Homer. The event crystallizes the town’s dangerous sexual politics.
When:mid-film Where:Bar
- 13
Margo Unveils Her Secret: She’s an Undercover Cop
Margo stops by a phone booth, revealing to the audience that she is an undercover cop investigating the crimes. She then takes a shower; during this moment she is attacked by a figure dressed in black. This twist heightens the suspense and shifts the motive of the pursuit.
When:late Where:Phone booth; forest edge
- 14
Alice’s Revelation and the Forest Showdown
In the forest, it’s revealed that Alice is Adolf’s murderer and his daughter, driven by jealousy that he slept with Paul and planned to do the same to Margo. A clash leads to a tense standoff as the two struggle through the creek and woods. The scene reframes the web of betrayals driving the plot.
When:late Where:Forest near the bed frame
- 15
Final Confrontation: Paul Fires, Margo Arrests
Paul appears and shoots Alice out of revenge for Adolf, whom he loved. Margo disarms Paul and ends by apprehending both him and Alice, bringing the central crime story to a sharp, unresolved edge. The ending consolidates the theme of power, deception, and justice in a small town.
When:climax Where:Forest clearing
Who Are the Main Characters in Up!?
15 characters, among them Adolf Schwartz (Edward Schaaf), Margo Winchester (Raven De La Croix) and Homer Johnson (Monty Bane): who each one is and the part they play in the story. Every profile links to the actor’s page.
- AS
Adolf Schwartz (Edward Schaaf)
Played by Edward Schaaf
Hiding in a Bavarian-style castle, this figure exudes paranoia and predatory charisma. His orgy and eventual murder by a ravenous piranha frame him as a decadent villain whose power collapses in grotesque fashion.
- 🧭 Villain
- 🗝️ Power
- 🧨 Violence
- MW
Margo Winchester (Raven De La Croix)
Played by Raven De La Croix
An undercover cop sent to investigate the Miranda crime, she navigates a web of sex, violence, and shifting loyalties with cool resolve. Her resourcefulness drives the pursuit of truth amid a morally gray landscape.
- 🕵️ Detective
- 💃 Femme Fatale
- 🧭 Investigations
- HJ
Homer Johnson (Monty Bane)
Played by Monty Bane
The sheriff who hides a murder and exploits his position to manipulate others. His flirtatious, self-serving behavior compounds the town’s chaos, culminating in a fatal confrontation.
- 🛡️ Sheriff
- ⚖️ Moral Ambiguity
- 🗯️ Power
- LB
Leonard Box (Larry Dean)
Played by Larry Dean
A boastful, privileged lumberman whose violent act against Margo triggers a chain of betrayals and power plays, ending in his death during a clash sparked by revenge and self-preservation.
- 🤵 Privilege
- 🗡️ Violence
- 🧭 Power
- A(
Alice (Janet Wood)
Played by Janet Wood
Diner owner and Paul’s wife; driven by jealousy, she is revealed to have murdered Adolf. She engages in pursuit of Margo before being shot by Paul in a climactic turn, and is later apprehended with Paul.
- 👩💼 Diner Owner
- 🗝️ Jealousy
- 🧨 Betrayal
- P(
Paul (Robert McLane)
Played by Robert McLane
Alice’s husband who is entangled in multiple affairs, including with Adolf and Margo. His actions fuel jealousy and manipulation, and he is disarmed and captured by Margo after a tense confrontation.
- 💔 Infidelity
- 🧭 Affair
- ⚔️ Conflict
- TH
The Headsperson (Candy SAMPLES)
Played by Candy Samples
A participant in the orgy that punctuates the social circle around Adolf Schwartz, contributing to the film’s satirical, hedonistic set pieces within the crime plot.
- 👗 Hedonism
- 🎭 Performance
- 🧭 Satire
- P(
Pocohontas (Foxy Lae)
Played by Foxy Lae
A Native American character connected with Homer, included as part of the film’s provocative exploration of sexuality and cross-cultural imagery.
- 🪶 Indigenous imagery
- 🧭 Relationships
- 💃 Seduction
- L(
Limehouse (Su Ling)
Played by Su Ling
One of the women involved in Adolf’s circle, whose presence signals the film’s blend of exploitation and satire within the social milieu.
- 🌺 Seduction
- 🧭 Social circle
- 🌀 Morality
- TG
The Greek Chorus (Kitten Natividad)
Played by Kitten Natividad
A surreal narrator who appears between scenes to provide exposition and commentary, adding meta-context and foreshadowing through stylized lines.
- 🎭 Chorus
- 🗣️ Narration
- 🧭 Meta-commentary
- R(
Rafe (Bob Schott)
Played by Bob Schott
A lumberjack who rapes Margo; his presence foreshadows the film’s brutal clashes, culminating in a deadly showdown with Homer.
- 🪓 Violence
- 💢 Aggression
- 🏷️ Assault
- CY
Chesty Young Thing (Marianne Marks)
Played by Marianne Marks
A provocative figure within the ensemble whose presence underscores the film’s unapologetic exploitation aesthetic and satirical tone.
- 👙 Seduction
- 🃏 Satire
- 🗽 Debauchery
- TE
The Ethiopian Chef (Elaine Collins)
Played by Elaine Collins
A participant in the social milieu surrounding Adolf Schwartz, representing the film’s provocative collage of characters and cultures.
- 🍽️ Dining
- 🧭 Cultural collage
- 🌀 Provocation
- TC
The Commissioner (Ray Reinhardt)
Played by Ray Reinhardt
A local authority figure who appears within the town's power networks, contributing to the satirical portrayal of law and governance.
- 🗺️ Authority
- 🧭 Politics
- 🧨 Corruption
- G(
Gwendolyn (Linda Sue Ragsdale)
Played by Linda Sue Ragsdale
A supporting member of the ensemble who reinforces the film’s sexual and social dynamics that propel the plot forward.
- 👗 Ensemble
- 🧭 Social dynamics
- 🌀 Extravagance
Where and When Is Up! Set?
Up! is set in Northern California, Miranda and Salmon Creek. Here is why the place matters to the story.
Where
Northern California, Miranda, Salmon Creek
The story unfolds around a Bavarian-inspired castle in northern California and the nearby town of Miranda, giving the film a remote yet socially charged backdrop. Outdoor locales like Salmon Creek provide the setting for crucial confrontations and escapes. The juxtaposition of a secluded, rustic landscape with a decadent, performative social scene underpins the movie’s tone and plot twists.
- 🏰 Bavarian-style castle setting
- 🌲 Rural northern California
- 🗺️ Small-town atmosphere
What Are the Themes of Up!?
3 ideas the story keeps returning to, among them Undercover, Corruption and Sexual Politics.
-
01
Undercover
The narrative centers on hidden identities and undercover operations within a tense town. A female cop infiltrates the local crime network, using deception as a tool to uncover truth while navigating shifting loyalties. The theme explores how appearances mask intentions and how personal desires intersect with professional duty. The blend of pulp and satire highlights the fraught nature of pursuit and discovery.
-
02
Corruption
Authority figures manipulate the system to shield themselves, creating a culture where violence and murder can be overlooked for the sake of status and money. The sheriff’s complicity demonstrates how power can bend justice and erode accountability. The plot uses these dynamics to critique governance and community order. The tonal mix of satire and crime emphasizes the fragility of legal boundaries.
-
03
Sexual Politics
Desire and power dynamics drive many key moments, with relationships serving as leverage and battlegrounds. The film treats sex as a currency that shapes trust, betrayal, and social standing. Performative scenes and the Greek Chorus commentary blur lines between reality and theatricality, intensifying the critique of gender roles. This theme uses provocative imagery to question norms around sexuality and control.
What Kind of Film Is Up!?
Dark in tone, with fast pacing and a moderate story, going by the plot summary.
- Tone
- Dark
- Pacing
- Fast
- Story
- Moderate
- Intensity
- High
- Ending
- Mixed
A provocative and unsettling dark comedy that assaults the senses with a relentless pace, blending surreal eroticism and brutal violence within a cynical, sexually charged plot of murder and deception.
- provocative
- unsettling
- cynical
- darkly humorous
- tense
- surreal
- sexual politics
- hidden identity
- revenge
- investigation
Content notes: sexual assault, rape, murder, revenge killing, sexual content.
Quiz
How well do you remember Up!? Test yourself on the story.
Where to Watch Up!
Stream it on Philo and Troma NOW, or rent or buy it from Apple TV Store. US availability and prices from JustWatch.
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