You’ve seen it. Everyone has. It’s that grainy GIF or still image of a bearded, wide-eyed Willem Dafoe staring into the heavens with an expression that sits somewhere between existential dread and "I definitely left the stove on." It’s basically the internet’s go-to shorthand for whenever something massive, terrifying, or just plain weird is looming over us.
But honestly, most people using the Willem Dafoe looking up meme have no idea that it’s not from a horror movie or a weird indie thriller. It’s actually from a deeply personal, somewhat experimental biopic about one of the most famous painters in history.
Where did the Willem Dafoe looking up meme come from?
The clip isn't from Spider-Man. It’s not from The Lighthouse. It actually comes from the 2018 film At Eternity’s Gate, directed by Julian Schnabel. In it, Dafoe plays the legendary Vincent van Gogh during his final, turbulent years in France.
The specific moment that birthed the meme occurs around the 54-minute mark. Van Gogh is standing in a field, looking up at a darkening, swirling sky. In the context of the movie, it’s a heavy scene. It’s meant to show his overwhelming connection to nature and his fracturing mental state. He’s not scared of a monster; he’s communing with the universe in a way that feels almost painful.
Of course, the internet saw that raw vulnerability and thought, "This is exactly how I feel when the waiter says 'Enjoy your meal' and I say 'You too.'"
The timeline of the "Looking Up" takeover
It didn't happen overnight. The trailer for At Eternity’s Gate dropped in September 2018, and while film nerds loved it (Dafoe even got an Oscar nomination for the role), it stayed quiet in the meme world for a while.
Then came 2020.
- May 2020: A user on iFunny named Lordtard posted one of the first known versions.
- Early 2021: It migrated to Reddit, specifically the r/196 and r/memes communities.
- Late 2021 - 2022: The meme reached "critical mass." This is when we started seeing the high-definition restorations and green-screen versions that let people put Dafoe in front of anything.
Why this specific face works so well
Willem Dafoe has what you might call a "high-performance face." He can do more with a twitch of his eyebrow than most actors can do with a three-minute monologue. In this shot, his eyes are incredibly blue and wide, and his brow is furrowed in a way that feels universal.
It works because it captures "The Overwhelmed Human."
We’ve all been there. You’re playing a video game and a boss with a three-story health bar walks in? Willem Dafoe face. You’re a peasant in 1347 and you see a weird cloud? Willem Dafoe face. You're an ant and a human is standing over you with a magnifying glass? You get the idea. It’s the ultimate "Oh, I’m in trouble" reaction.
From Van Gogh to One Piece
One of the coolest things about this meme is how it actually circled back into professional media. In 2024, the legendary anime One Piece (Episode 1133, to be exact) included a background character—a navy officer—who looks exactly like the meme. He’s standing there, looking up at the sky with that exact same stressed-out expression while a massive shockwave heads his way.
When the animators are referencing your memes, you know you’ve peaked.
Common misconceptions about the meme
A lot of people think this is a scene where he’s looking at a monster or a UFO. Because Dafoe is so famous for playing Norman Osborn (Green Goblin), some fans mistakenly assume it’s a deleted scene from a Sam Raimi movie.
Nope. It’s just a man playing a painter who really, really loved the sky.
Interestingly, Dafoe was 62 when he filmed this, playing a version of Van Gogh who was only 37 when he died. Dafoe defended the age gap, saying the film was less about a literal timeline and more about the "spirit" of the artist. The intensity he brought to that "spirit" is exactly what makes the image so "memeable." It’s too much emotion for one face to hold, which makes it perfect for the exaggerated world of the internet.
How to use the meme effectively today
If you're looking to drop this into a group chat or a Twitter thread, the best captions usually involve a "Me watching..." or "The [X] watching [Y]" format.
- The Scale Joke: "The ants in my backyard watching me approach with the garden hose."
- The Looming Deadline: "Me looking at the 'Due in 5 minutes' notification on my laptop."
- The Chaos Factor: "The citizens of Gotham watching a giant "S" fall from the sky because Superman tripped."
Essentially, if there is a massive power imbalance or an impending disaster, the Willem Dafoe looking up meme is your best friend.
What to do next
If you've only seen the meme, it's actually worth watching At Eternity's Gate. It's a beautiful, handheld-camera style film that feels very intimate. If you want to use the meme for your own content, search for "Willem Dafoe looking up green screen" on sites like YouTube or CreatorSet. This lets you swap out the French sky for whatever terrifying thing you want—whether it's a giant cat or a mountain of unwashed laundry.
To keep your meme game sharp, stay updated on how these formats evolve on platforms like r/MemeRestoration, where users often post 4K versions of classic clips so your posts don't look like they were filmed on a potato.