Nathan Fielder and Lance Oppenheim turn Elizabeth Holmes’ last weeks of freedom into a three-hour test of what a camera can really see
Awards season has officially kicked off into high-gear in the world of cinema, and earlier this week, I saw the latest A24 flick everyone is talking about, You Can See Everything, during its wide release, and I walked out sure of one thing: this is a five-star film. It is the most daring documentary I've seen in years, and the one I can't stop arguing with in my head.
On paper, it’s a portrait of Elizabeth Holmes, the disgraced Theranos founder, in the weeks before she reported to federal prison in May 2023. On screen, it becomes something much bigger: three hours of asking what a camera can actually capture, and how much of what we see we should believe.
I’ve written before that, as an independent filmmaker, I watch movies with one eye on the screen and one eye on the seams. This is the rare film that wants you staring at the seams. That's the whole point.
A portrait that refuses to sit still
Holmes and her partner, Billy Evans, invited directors Nathan Fielder (Nathan for You, The Rehearsal, The Curse) and Lance Oppenheim (Some Kind of Heaven, Spermworld, Primetime) into their San Diego home for the 34 days before her 11-year sentence began. The film was made in secret over three years, and the world only found out it existed when it played as the surprise screening at this year's Telluride Film Festival.
Fielder, making his feature directing debut, planned to stay behind the camera. That didn’t last. Holmes and Evans kept talking to him from off-screen, the operators kept panning over, and he became the film’s accidental investigator: the person asking the questions everyone in the theater is already thinking.
The biggest of those questions arrives early. Holmes insists she has never told a lie, not even a small one, and Fielder spends much of the film patiently, sometimes painfully, testing where her version of events meets reality. Some moments play like the most uncomfortable comedy of the year. Others are genuinely hard to watch. Often it’s both in the same scene.
The camera also pays close attention to the power dynamics inside that house, and Evans emerges as every bit as fascinating, and unsettling, as Holmes herself.
As for the rest: the day Holmes reports to prison is not where this story ends. The second half changes shape in ways I never saw coming, and I won’t spoil a frame of it. You’ll know the moment when you see it.
The craft, from a filmmaker’s seat
This is one of the best-made documentaries I’ve ever seen, and nearly every choice behind it is a lesson for anyone who shoots nonfiction.
Cinematographer David Bolen, Oppenheim’s longtime collaborator, frames almost everything in a boxy 4:3 aspect ratio. Oppenheim has explained that a wider frame showed too many distracting details inside one house, and told Variety, "The face is the ultimate landscape." Holmes’ famously wide, unblinking stare fills the screen, and the takes linger well past the point of comfort. That’s usually when people stop performing. Or start performing harder.
The production itself is a lesson in adapting. The team started with a single camera and anamorphic lenses, and by their own account realized within about a day that it was the wrong approach. They switched to three cameras: one wide shot covering the house, plus two long zoom lenses that could find a face from across the room. A crew of just seven, with no more than four inside the house at a time, shot up to 16 hours a day. Anyone who has worked on a small documentary crew knows how draining that is, and how much of the job is simply being in the room when something happens.
Editor Adam Locke-Norton, who cut Fielder’s The Rehearsal, shapes nearly three hours of mostly conversation into something that unfolds like a thriller, while Ari Balouzian‘s score hums with dread underneath it all. And here's a credit worth noticing: Alex DiGerlando (True Detective, Beasts of the Southern Wild) is the film's production designer. That’s not a title you see on most documentaries. I won’t pretend to know exactly what it covers, but I noticed it, and I think the filmmakers want us to.
As an editor myself, there’s one truth this film never lets me forget: every documentary is made twice, once in the room and once in the edit bay. Every cut is a decision about what you see and what you don’t. You Can See Everything puts that power right up on the screen.
What the camera can’t see
The title makes a promise, and the film spends three hours testing whether any documentary can keep it.
We usually praise documentarians for being invisible, for observing without interfering. Fielder does the opposite. He asks, he pushes, he sits down at the kitchen table, and every question changes the moment he’s filming. Holmes is performing for the camera. So is Evans. And so is Fielder, whose whole career is built on blurring scripted and unscripted reality. The film doesn't hide any of this. It makes it the subject.
Not everyone thinks the film sees clearly. Tyler Shultz, the Theranos whistleblower, said on CBS Mornings that in one key scene Holmes misleads Fielder about the company’s technology, showing him hardware that was not the device Theranos actually used on patients. He said it made him want to yell at the screen. I take that seriously. The real victims of Theranos were patients who received inaccurate medical results, and this film isn’t trying to retell their story, so it's on us to remember them.
But I’d argue Shultz’s reaction proves exactly what the film is about. Even with three cameras rolling 16 hours a day, a practiced performer can still shape what lands in the frame. A camera captures what's in front of it, not what's true. Fielder has said that he and Oppenheim often disagreed about moments they had both witnessed, and that he’s still not sure what he experienced. He hopes audiences can help him figure it out. That’s not a filmmaker claiming to have the answers. That’s an invitation.
So go in with your eyes open. And when you walk out, do what the film can't do for you: read John Carreyrou’s Bad Blood, look up the patients’ stories, and decide for yourself what was outside the frame.
Why we need films like this
Thank you, Nathan Fielder and Lance Oppenheim, for trusting audiences with a film this strange, this long and this uncomfortable. Audiences are trusting you right back.
A nearly three-hour documentary, reportedly made for under $7 million, opened to $15 million on just 855 screens, the biggest non-music documentary opening in two decades. More than 70% of that opening-weekend crowd was under 35. As a 29-year-old filmmaker, that’s the number that gives me the most hope. My generation isn’t scrolling past nonfiction. We’re lining up for it, especially when it trusts us to think.
We live surrounded by cameras, edits and feeds that all claim to show us everything. This film is a reminder that what's in the frame is always a choice, and that seeing is not the same as knowing. That’s the kind of story I want to tell, and the kind of conversation I hope this review starts.
You Can See Everything from A24 is now playing in theaters nationwide. Clear three hours, bring a friend, and save time for the argument afterward.
