Lance Oppenheim had been searching for a project to collaborate on with his cinematic idol Nathan Fielder. The two had become fast friends after Oppenheim reached out to Fielder about his first film “Some Kind of Heaven” — he knew Fielder had received a screening link, but when Oppenheim logged into the screening service, he could see the “Nathan for You” creator had only watched a portion of the 85-minute documentary.
“I saw [Nathan’s] email on this screening service, and I just decided to cold-email him,” said Oppenheim while a guest on this week’s Filmmaker Toolkit Podcast in support of the duo’s “You Can See Everything.” “I said, ‘Hey, I’m a huge fan of yours. You know, there’s another 40 percent of this movie left. It’s not that long. It’s probably 20 minutes — that’s all you have [left] to finish it.’”
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Fielder wrote back saying he had actually finished and enjoyed the then-24-year old director’s Sundance breakout film, and from that point forward, whenever Oppenheim was in Los Angeles, the two future collaborators would get together.
“We’d have these really long hangs, and I was just like, ‘What? Are we becoming really good buddies, a bromance or something?,’” Oppenheim said. He credits “Nathan for You” and Fielder’s early Canadian sketch work on YouTube with making him want to make documentaries. “We’d be out for several hours just talking about life and random things, and I started to realize, ‘Oh, maybe he wants to work with me on something.’ So I started just pitching him ideas.”
A couple of the projects Oppenheim brought to Fielder reached the early planning stages, but nothing took hold. Then, in early 2023, when Oppenheim was in town to shoot a commercial, Fielder — who grew up wanting to be a magician — took him to the Magic Castle.
Assuming the universe was speaking to him when Holmes’ name was injected into their Magic Castle hang, Oppenheim told Fielder about the rumor he’d just heard, and argued, if true, the project could be intriguing for two very different reasons: “First off, why A24? Did she watch ‘Ex Machina,’ or something, and liked it?,” he recalled.
And the second, more substantial, reason: Holmes hadn’t done an on-camera interview since Theranos imploded. The details of said implosion were unearthed by the Wall Street Journal, only to become a fascination for the general public, who couldn’t get enough of the story of the young CEO who conned Silicon Valley out of billions, via a popular podcast, best-selling book (“Bad Blood”), an Alex Gibney documentary, and a scripted Hulu limited series (“The Dropout“) starring Amanda Seyfried as Holmes.
Recalled Oppenheim of the fateful evening, “The magician asked for a celebrity name, just a random name to the group, and someone raised their hand and said ‘Elizabeth Holmes,’ and a light bulb went off in my head.” Earlier that day, Oppenheim had heard a rumor that Holmes had reached out to A24 about shooting a documentary with her before May 30, 2023, the day the disgraced Theranos founder would begin her 11-year prison sentence for defrauding investors of her medical testing device. “From what I had heard, A24 was interested and then backtracked because they got a little nervous and just didn’t have a director.”
Fielder agreed, but, according to Oppenheim, worried “that the story been told so many times already.” Regardless, Oppenheim nudged Fielder to call A24 in the morning, and he confirmed the rumors — a deal with Holmes had fallen apart, with only weeks left before she had to report to the Federal Prison Camp (FCP) in Bryan, Texas. It was against this backdrop that Fielder pitched A24 a highly unusual arrangement.
Explained Oppenheim, “Nathan [said to A24], ‘Well, do you think if Lance and I were to go and see if there was something there, would you be comfortable with giving us money and essentially just leaving us alone, and giving us a provision in our deal, whatever the money was, that we could just kill it at any time? If we didn’t find something, we could just throw it all away, we could throw it in the garbage can. And they thankfully agreed.”
Oppenheim said Fielder negotiating a “kill switch” on the project “changed everything.” Fielder remained skeptical there was a movie to be made with Holmes and her partner Billy Evans, who were holed up with their two small children in a Del Mar, California beach cottage with only 34 days — by the time Fielder and Oppenheim arrived — remaining before reporting to the Bryan FCP, but gone was the pressure to figure any of that out.
“This was the first time where I’ve ever been like, ‘Oh, we actually have room to explore something without any pressure of anyone looking [over us],’” said Oppenheim. “ I wish I could have that for every project, because then it really feels like you’re just operating purely out of curiosity. You can essentially fish.”
Regardless of the kill switch, fishing was Fielder and Oppenheim’s only option — there was no time to prep, let alone figure out the movie ahead of time. “All we really had time to do was call the people in our respective lives that we trust with our lives,” said Oppenheim. “We basically brought our individual Avengers into this thing.”
The small “You Can See Everything” team included Oppenheim’s longtime cinematographer David Bolen and production sound mixer Richard Carlos, while Fielder called up his “Nathan for You” and “The Curse” camera operator Jonathan Mitchell, and editor Adam Locke-Norden, who he’d been working closely with since high school.
“It was seven people that [just] went into that house in Del Mar, where Elizabeth and her partner Billy were living, and we didn’t know what we would find,” said Oppenheim. “Nathan was so skeptical about this being anything, and obviously I’m coming at it from the other side, ‘I’m working potentially with one of my cinematic heroes, so I want this to work. I want this to be great.’”
Once on the ground, Oppenheim worried he and Fielder were not on the same page. After 14-to-16 hour days filmming, they had wildly different interpretations of what each had observed of the couple’s domestic life, in which they mixed parenting with trying to launch their new venture, an AI-powered Theranos 2.0-like medical testing device.
“There were things that we were seeing that we could not agree on. Things that we were observing that should have been super simple and very mundane and very boring,” said Oppenheim. “We’d wrap shooting for a day, Nathan and I would talk about it, and he’d be like, ‘That’s not what happened,’ and I’m like, ‘That is what happened. I was watching it on three different monitors. I was watching it with distance. I wasn’t in the conversation [Fielder was the one engaging with Evans and Holmes].’”
The co-directors turned to their trusted crew to settle their debates, but Bolen, Mitchell, and Carlos each had interpretations of their own. Everyone had a different point of view on the isolated domestic life they were laser-focused on capturing.
“It felt like we were suddenly in this zone, almost like the zone in [Russian director Andrei] Tarkovsky’s ‘Stalker,’ it felt a little bit like [another Tarkovsky movie] ‘Solaris,’ it felt like we were in this place that the laws of reality and what we were seeing, no one could agree on anything, and that was the first time where Nathan, I think [started to see a film]” said Oppenheim.
Fielder and Oppenheim realized these divergent interpretations weren’t a problem between the collaborators; rather, the questions they were asking, and disagreeing over, were the film’s concept itself, something they could sink their teeth into.
“There’s these moments that are happening before us that feel extremely layered and dense. Like, ‘Is this a performance? Is it not a performance? Is this a real thing that’s happening? Is it possible to observe an authentic moment with someone who is known for being a master deceiver?,’” said Oppenheim. “I was definitely like, ‘I’m energized by this. I think the cognitive dissonance of this experience is cinematic. I think we can do something with this.’ And I think Nathan saw it and was like, ’There’s something rich and ripe within these moments that are extremely ambiguous, but as simple as someone whisking eggs.’”
According to Oppenheim, it was after this discovery that discussion of the kill switch dissipated: “That was the moment we were like, ‘OK, we have to commit to this. We have to make this work. Let’s just keep going with this process.’”
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.