Upload Season 3 Designer Reveals 4 Secrets from the Making of the Show (Exclusive)

By Russ Milheim Posted:
Upload Season 3 cast, Prime Video logo

Upload’s production designer shared some of her secrets about crafting Season 3 of the Amazon Studios series.

The show explores a world where people’s consciousness can be uploaded to a digital space, which can, in turn, serve as someone’s personal afterlife, staving off the endless void at the end of the road. Now imagine this concept, but taken over by corporations and riddled with micro-transactions; it almost feels like it could be the near future.

Audiences follow Robbie Amell’s Nathan Brown, who is uploaded to Lakeview Horizon, as he navigates his new reality and meets Andy Allos’ Nora, his virtual angel assistant.

Season 3 will be taking the show’s ideas even further, exploring a scenario in which an uploaded person can be downloaded into a new body. 

Secrets to Crafting the Detailed World of Upload

Robbie Amell in Upload
Prime Video

Ahead of Upload’s Season 3 debut, The Direct spoke with the show’s production designer, Rachel O’Toole, where she dished out the secrets to creating some of the new locations and design details seen in the upcoming episodes.

Designing the AI Classroom

Upload Season 3 introduces a new space to Lakeview Horizon—albeit a space not meant for uploads: the AI classroom meant to improve Owen Daniels’ A.I. Guy.

O’Toole shared that this new space is “for the AI.. to learn to become more human,” though it still exists as “an employee crossover space:”

“So in the AI classroom, which is a beautiful, idyllic online space for the AI is just to learn to become more human, it's essentially a scullery in a butler's kitchen. But on the wall, it's still an employee crossover space. And so it has like the employee workplace bulletin board.”

She continued, pointing out a secret detail that might be missed by many, which is how “the signage is in two languages:”

“And on it, the signage is in two languages: It's English, and it's also in binary. So, the AIs can have workplace signage just like everybody else, like the drudgery of human beings. But it's something that's so in the background; it's there if you look for it, but you wouldn't really pick up on it right away.”

Adding More to the Gray Zone

Another new area that Season 3 explores is the Gray Zone, beyond Lakeview Horizon’s usual borders.

Rachel O’Toole revealed how, in that vastly unexplored space, she crafted a new “bad guy’s lair,” which she looked to projects like Blade Runner and Minecraft for inspiration:

“… Later on the season, we get into the gray zone, we built out like a bad guy’s lair. And it was meant to be sort of like a quick drop, like they, they just basically threw up an environment to work in. They didn't spend a lot of detail. It's still a little cool, right? And so the reference probably would be like... 'Blade Runner' for somebody who wanted to throw up something like that on the internet. But I made these desks that have cubes because cubes are like 'Minecraft' and kind of a good relatable language for people who are online.”

Those cubes led her to use that visual design language more than once while designing new spots in the virtual world:

“And then I was like, you know, what those [cubes] are building blocks, we should take those and literally make a wall out of it for the next set. So it's about taking one thing in one plane and then reusing it like you would. It's a series of binary things on the wall and a series of binary things he suggests. And then I was like, anytime we need to do anything for this set, we should just take these same blocks and rebuild it. Like these shapes and just use those over and over again.”

Creating a New Upload Call Center

Another new setting in Season 3 is a call center in the Gray Zone staffed by uploads.

O’Toole noted that the space, which the script denoted as “a very basic call center,” was “a throwback to early 80s sci-fi like Blade Runner:”

“So that was definitely like a throwback to early 80s sci-fi like, 'Blade Runner'. And I was very inspired by the book 'Snow Crash' for the gray zone in general. And the idea that there's just a bunch of conglomerated things all piled on top of one another. But, sometimes, the design is led by what's in the script, which is, like, it was supposed to be just like a very basic call center. Like it's not a lot of bells and whistles. That's great. But you also want to make it look cool and interesting because you're on the internet.”

She kept in mind how when people are designing these spaces, they “[aren’t doing so] with [their] hands” and they are “not limited by materials that aren’t available:”

“So it's always a choice to do what you want. Because you're not designing it physically with your hands, you're not limited by materials that aren't available to you or too expensive. It's what you design with your fingers, well now probably prompts. Right? So, someone could just say, 'I want an Angular, edgy, brutalist concrete block inspired by the lightning in 'Blade Runner'... and I only want to use this much of my data for it.' And so that's what we'd sort of like puke out of the neuro mind, I suppose. I just wanted to keep it edgy, clean, minimalist, not fussy… Because [Creator] Greg [Daniels] didn't want that. But I wanted to keep it also in the language of like early sci-fi.”

Making Those Corporate Gags

Throughout Upload’s entire run, the show has loved leaning into gags about what future corporations might look like, Apple Cove and Panera Aon being two examples.

When asked if any specific corporation jokes didn’t make the cut, O’Toole admitted she “[wouldn’t] be able to remember that” but went on to shed some light on the process behind getting those references approved:

“Oh, to be honest, I will not be able to remember that. There's just so many things that we try. So many names that you have to sort of come up with to see if they even make it through the clearance process--but you might be working on the logo. So, by the time you get to the cut, like I have no idea what didn't make the cut anymore, but one that I remember that I love was the Bieber-Reebok combo. The fashion call out.”

The producer noted that they “did make a champagne label” she wasn’t sure ended up in the final show, which saw Beyonce's daughter Blue Ivy get a mention:

“And we did make a champagne label. I don't know if that made it into the show, actually. That was like a collaboration of Blue Ivy, like Beyonce's daughter. So, there are celebrities that we have now, but then, 15 years from now, their children are going to be like the next level of celebrities that have [collaborations]. So there's a lot of little background, things like that with celebrity names I think that people if they look close, could probably find.”

Upload’s Unique and Details World Are the Show’s Secret to Success

Upload Season 3
Prime Video

Without a doubt, the strongest aspect of Upload is its meticulously designed world. So, in that respect, it’s clear Rachel O’Toole is excellent at what she does.

One could argue that a large part of why the Amazon Studios series connected with audiences in the first place was how realized its reality was and how strikingly possible such a future could be for the real world. The heart, humor, and talented cast helped as well.

But will Season 3 be the end of the line for Nathan’s story? Nothing has been announced yet, so there’s no telling if another set of episodes will be ordered.

Hopefully, if the story does go on, Rachel O’Toole will be right there with it, keeping its unique existence alive and well.

Upload Season 3 debuts on Friday, October 20.

- In This Article: Upload Season 3
Release Date
October 20, 2023
Allegra Edwards
Andy Allo
Robbie Amell
- About The Author: Russ Milheim
Russ Milheim is the Industry Relations Coordinator at The Direct. On top of utilizing his expertise on the many corners of today’s entertainment to cover the latest news and theories, he establishes and maintains communication and relations between the outlet and the many studio and talent representatives.