“You Can See Everything” came together very quickly. Co-directors Lance Oppenheim and Nathan Fielder came aboard the documentary project just weeks before its subject, Elizabeth Holmes, was scheduled to report to the Federal Prison Camp in Bryant, Texas, to serve an 11-year sentence for defrauding her Theranos investors.
While, as IndieWire previously reported, Fielder was deeply skeptical there was a film to be made with Holmes and her partner Billy Evans. (He even negotiated a “kill switch” in his deal with A24, permitting him to abandon the project at any point.) From the start, however, he did see it as an opportunity to collaborate with Oppenheim — not unlike what he did with Benny Safdie on “The Curse” — a director with his own distinct approach to capturing reality.
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“Nathan was very adamant from the jump with me, ‘I’m going to produce this, you’re going to direct this,’” said Oppenheim on IndieWire’s Filmmaker Toolkit Podcast. “And then he’s like, ‘I want to be there, though, and I want to see how you do it. I want to see how you work.’”
Oppenheim’s previous three nonfiction projects, “Some Kind of Heaven,” “Spermworld,” and the HBO series “Ren Faire,” were what the director describes as “docu-fantasies.”
“[In my previous three documentaries] I was interested in inhabiting a subjectivity and using a lot of cinematic tools and tricks of the trade to get an audience to care about the wants and needs and the obstacles for the participants I was working with in the film,” said Oppenheim.
The result is non-fiction projects that often look and feel like scripted narrative films, using the cinematic form expressively. (You can read more here about Oppenheim’s docu-fantasy approach on “Ren Faire.”)
“When we first got [to Holmes and Evans’ Del Mar beach cottage], I was very adamant, ‘Nathan, you know, I work in a very specific sort of way,’” said Oppenheim. “I work with one camera. I like to shoot anamorphically — it does something to the image and process that I like — and he was like, ‘OK, yeah, let’s try that.’
It’s a process that involves a small crew, four to six people maximum, with a preference for a specific and determined composition of a scene, rather than, like on most documentaries, covering the unfolding action with multiple cameras.
“Nathan hadn’t worked in this capacity in a really long time, maybe not since his short films in Canada,” said Oppenheim. He also noted arguably the biggest change for the “Nathan for You” and “The Rehearsal” creator: “He wasn’t planning to be on camera for this too.”
When it came to capturing Holmes and Evans in their beachside hideaway, the flaws of Oppenheim’s established approach became apparent right from the jump. “The anamorphic [lensing] lasted for about a day,” said Oppenheim. “We initially started with a wider aspect ratio. That wasn’t working. We realized that their life was extremely confined to this house because out of fear of paparazzi taking their pictures.”
Equally problematic was using only one camera, which Oppheim said “was a disaster” — a disaster Fielder, now perched behind the camera, picked up on immediately. “Every time Elizabeth and Billy would move our [camera] operators would struggle to catch up with them,” explained Oppenheim. “We weren’t shooting handheld, it was always on sticks [a tripod], so we’d have to switch lenses, or we’d have to throw a diopter on, and then we would miss the moment completely.”
It was during this stop and start process of needing to make camera adjustments, something interesting started to happen. “While the camera operators were changing things, Elizabeth and Billy would ask Nathan questions,” said Oppenheim. “And then the camera would come back on, [and] they’d continue asking Nathan questions. It felt like they were drawing Nathan almost in front of the camera, which was really interesting.”
According to Oppenheim, by the second day of filming, Fielder would start to appear on camera, but only in “fits and starts,” but as Fielder got pulled on screen with increasing frequency, “[Nathan said to me], ‘Actually, you know what? We should direct this together,'” he said. “And I was like, ‘Are you fucking kidding me? Of course. I want that, too.’”
As IndieWire has previously reported, Oppenheim, Fielder, and crew were befuddled early on by what they were observing — the couple’s behavior up-close only raised more questions, sparking disagreements among the filmmaking team of how to interpret what they were seeing (an experience audiences who have seen “You Can See Everything” are likely able to relate to). The filmmakers discovered they could probe and explore that confusion more fully with Fielder on camera.
“It was them pulling [Nathan] in, asking him questions, asking him his opinion on things, and then him also realizing, once that started happening, maybe there was an opportunity to at least bring up the things he was observing that were confusing to him, that were also confusing to us,” said Oppenheim. “Then once [Fielder started to appear more frequently on camera], we were like, ‘OK, we have to come up with a new system of doing stuff. This one camera approach doesn’t work.’”
Gone were the widescreen anamorphic lenses, as Oppenheim shifted to more standard documentary zoom lenses and a tighter 4:3 aspect ratio, which “[allowed us] to actually live in these moments on faces, which is seemingly what is most interesting to us right now, just seeing the nuances, the microexpressions,” said Oppenheim. “It also helps the environment change, so if we’re stuck in this house, [the tighter aspect ratio makes] it feel like maybe the space is a little bigger.”
Fielder insisted they needed multiple cameras in the beach cottage — there was too much going on, and capturing the small moments and micro-expressions between Evans, Holmes, and himself (and eventually Holmes’ parents) became vital to the project.
The solution was two camera operators, each on a zoom lens, shooting from different parts of the house for 14 to 16 hours a day. Because the cameras were often zoomed in on Holmes and Evans’ faces, Oppenheim worried they would miss the dynamics of the larger space, as well as moments when someone left the room. The solution was a third camera with a 12mm (extremely wide) lens, operated by Oppenheim himself.
According to Oppenheim, this significant shift in the approach to shooting the documentary, in conjunction with Fielder’s interaction with Holmes and Evans, allowed the “You Can See Everything” filmmaking team to find its rhythm.
“Once we were able to shoot for really long periods of time, it felt like both Elizabeth and Billy didn’t really — there was no pressure on a moment; it didn’t feel like we were doing something [akin] to a traditional interview. We were able to basically let their lives play out and follow almost everything without really knowing what we were interested in,” said Oppenheim. “And the lack of pressure on the moment made it so that Nathan was able to actually ask questions without [Holmes and Evans], as much as possible, [having] their guards up, and that was the real breakthrough.”
Oppenheim said his creative bond with Fielder, dating back to well before they considered making an Elizabeth Holmes film, was an interest “in the challenges of capturing authentic life.” Looking back, he thinks their solution to this challenge with Holmes required both filmmakers to step out of their respective approaches, because what was needed was “to bring the audience into that room, into the experience of being there.” Rather than creating a lens that heightened the subjectivity of the characters, or one of interpretation or humor, it was about inviting the audience to experience the “cognitive dissonance” they were having while observing the couple.
“For me it was a very different way of working, and for Nathan as well, I think. We had to sort of learn the language of each other, and in doing that, we were able to, I think, break new ground artistically,” said Oppenheim. “Essentially what we ended up creating is the most rigorous form of a vérité documentary that [Nathan] or I could have ever made, and what that entailed was really just being present, observing, trying to organically respond to things that jumped out at us at any given moment.”
To hear Lance Oppenheim’s full interview, subscribe to the Filmmaker Toolkit podcast on Apple, Spotify, or your favorite podcast platform. You can also watch the full interview on YouTube.