In an unexpectedly wrenching scene in You Can See Everything, Elizabeth Holmes is posing under bright lights, a series of dots penned on her face. Her hair is scraped back and tucked under a bald cap, and a photographer instructs her to close her eyes and open her mouth, then open her eyes and close her mouth, and so on. The idea is to map each part of her face and body so that when she reports to federal prison the next month, she will leave behind a hologram of herself—an avatar to talk to her fiancé Billy Evans and their two very young children (a toddler and a newborn) while she is away. It’s a characteristically overoptimistic use of technology, and it becomes clear, as the camera flashes and a tear rolls down her cheek, that her apparent excitement about the magic of this process is barely masking a deep well of dread.
On paper, You Can See Everything, directed by Nathan Fielder and Lance Oppenheim, does not exactly have the makings of a tearjerker. For many, Holmes is the opposite of a sympathetic subject: one of the few superstar CEOs of the 2010s to face actual consequences for engaging in a dangerous fraud. The fact that throughout her interviews with Fielder she admits no guilt for her deceptions at the blood-testing startup Theranos—insisting that the company had an invention that worked, and that she is now working on “Theranos 2.0”—does not help. When A24 dropped the trailer for the movie, her nodding, wide-eyed stare at Fielder inspired mockery and derision.
Nathan Fielder, meanwhile, is not best known for emotional range or psychological depth. His Comedy Central show Nathan for You was built around quick hits of shock value, as every episode he persuades small-business owners to run increasingly transparent scams in order to gain easy money or notoriety. It’s a premise he is able to execute so brazenly because the Nathan character in the show has such a flat affect; with a remarkable ability not to notice uncomfortable and often appalled reactions to his pitches, he exhibits a total lack of emotional intelligence. His 2022 show The Rehearsal is a self-consciously absurd attempt to avoid unruly feelings altogether, as he stages a simulation of a typical suburban life with actors playing his wife and child. When he starred alongside Emma Stone in The Curse in 2023, the New York Times’ critic called him a “stiff, limited actor.”
Fielder’s limitations, however, seem to make him less susceptible to manipulation than most people. There is never a moment when he is softer or more flattering than he should be for the sake of being polite. In an early scene, when Holmes shares with him her fear of being taken away from her family, he says woodenly, “That must be hard.” Later Fielder recalls that in his first meeting with Holmes he told her that, because of her reputation, he thought there was no chance anyone would ever believe anything she said.
The film he and Oppenheim have made is not interested in the science behind Theranos and does not indulge in any did-she-or-didn’t-she about the fraud. It is instead about living in the aftermath—about what happens to a person who has been blasted into little pieces by an overload of public attention, and whose efforts to hold onto an identity only seem to result in more fragmentation. The Elizabeth Holmes of this film appears as if in an eerie hall of mirrors: caught between the entrepreneur in the black turtleneck on the cover of Forbes magazine; the goofy, devious ingenue of the Hulu series The Dropout; the frazzled new mom sitting for interviews with Fielder; and the dozens of dots for a hologram created for her children. The effect is disorienting, sometimes trippy, and most often just very, very sad.
The first half of the movie is fairly straightforward: Fielder spends a month with Holmes and her family at the beachfront house they are renting in San Diego before she begins serving an 11-year sentence for fraud in a federal prison camp in Texas. (The sentence has since been reduced.) On Holmes’s side, the purpose appears to be to show that she has nothing to hide. On Fielder’s, it’s an opportunity to capture an atmosphere that is surreal even by his standards and ask some exceptionally blunt questions—a setup reminiscent of any number of Louis Theroux’s Weird Weekends. He approaches Holmes’s father with: “I read you worked at Enron. How was that?” He suggests to Billy that Holmes may have had an ulterior motive in coupling up with him: “Isn’t your family rich?” To the couple, he muses one evening that it’s funny he is known for a show about business scams and now he’s making a film about them.
Some of the tension here builds predictably on the distance between how much Holmes tells Fielder he can see and what he is really allowed to see, between what he can capture on camera and what is being staged for his benefit. The film’s title comes from a text Holmes sends him shortly after she agrees to let him stay in the house 24-7, promising “fyi you can totally see everything.” It’s a message that feels less direct than it might sound, since Holmes sends it moments after walking away from him. As she strolls on the beach not far away, he can see her both when he receives her message and when she checks her phone for his reply. There are times when Fielder seems to have way too much access—there is a shot of Billy taking a shower, for instance, that prominently features his penis—and times when his interviews get sharply cut off.
One thing that the Holmes camp appears eager to emphasize for the cameras is her weirdness. Billy often insists that she is not normal and that she just thinks differently. When Fielder grills her about false claims she made about Theranos’s technology (“the fact that we have a single device that can perform any test”), she insists, with the unblinking determination of someone who is living deep inside a delusion, that everything she said was true. (Could she be anything but deluded when contemplating holding weekly patent brainstorm sessions with Billy from prison, or, as she terms it, “inventing from a cage”?) In this sense the weirdness serves as a kind of alibi, creating the impression that at best Holmes was somehow unable to understand that she was doing anything wrong.
At other moments, the weirdness hints at darker dynamics: In one of the film’s first truly memorable and somewhat disturbing moments, Holmes is casually beating eggs in a bowl. When the camera zooms in on her hand, it looks as though she has never attempted this task in her life before. Without saying a word, Billy removes the bowl from her hand and finishes the job. There’s a strange shift in the balance of power in the room, as it begins to seem as if Holmes’s role is to be more or less helpless in everyday life and Billy’s is to be the capable one who will make most of the decisions.
Many of the more sobering moments happen in the background, as when Holmes slips away to take a call, presumably from her lawyer or another adviser, and we overhear her asking if you are allowed to choose when you shower in prison and what time you have to wake up. In another shot, she is heard asking what an invasive strip search is. Later, we see her laying out a crewneck sweater on the bed and muttering, “I could wear this when I surrender.” If there are times, elsewhere in the film, when she appears to be pushing an agenda or courting sympathy, these scenes feel like something different—glimpses of a woman making her best effort to deal with the situation in practical terms and suddenly realizing it will not be enough. Soon she will really be gone. You can appreciate how weirdness and delusion might feel more tolerable than the reality, when she is leaving the house for prison and tells Billy to remember there is pumped milk in the refrigerator for the baby.
The second half of the film is more complicated, and deals more creatively with Holmes’s fate, as a woman who is both everywhere—there are billboards of her face in L.A. and in Times Square—and nowhere, serving her time in Texas with extremely limited access to the outside world.
Notably, for Fielder, she has disappeared from his project, since he can’t really visit her without going through Billy, who doesn’t want him to record and is increasingly cagey about the whole endeavor. This is a problem because Fielder still has questions: Did Holmes know that Billy negotiated a deal with A24 that would give him a share of profits from the movie? And if she did, does she know how that would look? Does it undermine everything that we have spent the prior 90 minutes observing?
Fielder is left with a series of echoes and distortions to sift through. He meets the hologram Holmes was posing for: Billy has positioned a large screen at the family dining table, and watches the avatar reading out an email in a computer-generated approximation of Holmes’s voice. Billy has also created an AI deepfake of Holmes, which he shows Fielder on his phone, and he has taken over her X account, sometimes posting messages she has sent him, but also broadcasting his own thoughts and often angry replies under her name, sounding nothing at all like her. Those billboards in Times Square are paid for by a mysterious superfan, who also stages, at a strip club, a play about her in which he personally arrests the Holmes character at gunpoint.
Unable to track down the real Elizabeth Holmes, Fielder enlists the next best thing: Amanda Seyfried, who won an Emmy for playing Holmes in The Dropout. Together they recreate scenes between Fielder and Holmes that he was not able to film when they happened in real life, and Seyfried contributes her own interpretations of Holmes’s motives as they go. There’s something unseemly about her participation: There’s a difference between inhabiting a character in a scripted drama that is clearly marked as a fictionalization and dressing up like a real person and doing their voice in a documentary. There’s a danger of voyeurism, even gloating. The sense of intrusion is made literal when we see Seyfried and Fielder enter the now-empty San Diego beach house and begin their reenactments. We’re very close to parody—and cruelty.
Fielder has always been most comfortable playing with this boundary. From Nathan for You to The Rehearsal, he makes the audience wince. And of course, he’s adding to the hall of mirrors effect here, as he shows us Seyfried watching his footage of Holmes watching Seyfried play Holmes in The Dropout. Later scenes of Seyfried reenacting Holmes’s conversations with Fielder are cut with scenes of her running those same lines with Fielder and trying different styles of delivery. What started out as a straight documentary turns into an almost absurd, almost distasteful experiment, and an argument that the only real way to know something is not through hours of faithful recording but through an elaborate artifice.
Still, the most impressive thing about You Can See Everything is the way it recognizes the dangers of parody and makes room for Holmes’s humanity. It’s a portrait of a woman who broke the law and isn’t even close to sorry about it, but it’s also a film about a mother leaving her newborn baby while she is still breastfeeding and entering the largest prison system in the world. If there’s one part of the film in which a simple shot has a devasting effect, it is the final image of Holmes, shot through the bars of the prison camp. She is dressed in tan prison overalls, walking the prison yard with her daughter, now a toddler, who is wearing a gauzy polyester princess costume. There are no justifications or excuses for Holmes or Theranos here. That doesn’t make any of it less heartbreaking.