Reviews of nonfiction films don't often come with spoiler warnings. But since it premiered last month as a secret screening at the Telluride Film Festival, the nearly three-hour Elizabeth Holmes documentary You Can See Everything has been raved to the skies as one of the year's wildest moviegoing experiences — and one that you should go into knowing as little as possible. I'm in full agreement with both those sentiments, and I won't reveal any of the film's big surprises here.
Still, you might wonder what exactly there is left to reveal about Holmes at this point. She became America's youngest self-made billionaire in 2014 after promising a healthcare revolution with her blood-testing startup, Theranos. But journalists exposed the technology as a sham, and in 2022, Holmes was convicted of four counts of fraud and sentenced to more than 11 years in prison. The whole sad story has been told and retold onscreen already, in Alex Gibney's documentary The Inventor and in the miniseries The Dropout, which earned Amanda Seyfried an Emmy for her performance as Holmes.
But You Can See Everything isn't a rehash; it exists on a deeper, weirder level of cinematic inquiry. As the film opens in 2023, we learn that Nathan Fielder, the actor and director known for his form-busting docu-comedy series Nathan for You and The Rehearsal, has been invited to film Holmes several weeks before she's due to begin her prison sentence.
Not knowing what to expect, Fielder and his co-director, Lance Oppenheim, arrive with a small camera crew at Holmes' beach house in San Diego, where she's spending her last days of freedom with her partner, Billy Evans, and their two young children. The title, You Can See Everything, refers to Holmes' promise of total access and total transparency.
Yet the film is premised on a simple, skeptical question: Why is Holmes really doing this? Perhaps she wants to rebrand herself in the public eye as a loving mother and significant other. But it's a mystery why she agreed to partner with Fielder, an awkwardly deadpan presence with a talent for cringe-comedy mind games.
During their interviews, Fielder tries to pin down Holmes' every evasion and expose her every contradictory statement. The film shoots her in lengthy, mesmerizing close-ups, as if the secrets of the universe might be hidden somewhere inside her unnervingly blue eyes.
Both Fielder and his subject are masters of manipulation. But where Fielder devises elaborate comic situations to get at deeper truths, Holmes comes off as a victim of her own delusions at best and a pathological liar at worst. At one point, she tells Fielder that she's never told a lie in her life — and, strangely, she really seems to believe it.
Fielder's determination to figure out what's going on inside Holmes' head leads them down some very entertaining rabbit holes. Holmes insists that her blood-testing machines really did function as advertised — or could have, anyway. Fielder, sensing that she likes to hide behind semantics, has the brilliant inspiration to show her Abbott and Costello's famous "Who's on First?" routine — and her response reveals something about her shaky grasp of humor, language and perhaps reality itself. In another scene, Fielder has Holmes and Evans watch the series The Dropout, and Holmes' visible discomfort is about as close as she gets to grappling with the truth of what she's done.
Eventually, the time comes for Holmes to go to prison — and it's here that You Can See Everything becomes something altogether richer and stranger. The focus shifts toward Evans, who until now has seemed like a weaselly, opportunistic presence, and who becomes even more so once Holmes is behind bars. Is it possible that the scammer herself is being scammed? A major figure enters the film, setting off a chain of events that take us in deeply surprising directions. Then again, if you've seen The Rehearsal, you might have an inkling of what to expect here.
Yet although he traffics in artifice, Fielder continually questions his own presence in the film in ways that feel more honest than many more straightforward documentaries ever attempt; there's no pretense to fly-on-the-wall objectivity here. As co-director, too, Oppenheim makes a significant artistic contribution. In his recent Robert Pattinson-starring drama, Primetime, and his past nonfiction films, like Some Kind of Heaven, Oppenheim shows a remarkable formal control, which accounts, I suspect, for why You Can See Everything is so strikingly shot and hauntingly scored. This is a documentary to see in a packed house, on an enormous screen. The images have a crystalline clarity, but mysteries abound in every frame.
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