You Can See Everything is a reflection of its own making. Co-directed by Nathan Fielder and Lance Oppenheim, it’s a nearly three-hour documentary about Elizabeth Holmes that struggles under the moral weight of being a three-hour documentary about Elizabeth Holmes. You Can See Everything is basically a chamber drama chronicling the making of You Can See Everything.

Documentary is a genre typically rife with self-reference. Take recently released The History of Concrete, wherein writer-director John Wilson assembles the film as it plays out on screen, telling the titular history of concrete by figuring out how one even does that. Fielder actually appears in Wilson’s movie, for a cameo that lasts only half a moment, as he produced Wilson’s TV show on HBO. As The History of Concrete progresses, Wilson shows us the pitch meetings filled with bored executives who ultimately deny the film funding, in turn pushing him to determine how anyone even finances a documentary anymore.

Not well, apparently. As Wilson learns, documentaries are especially fraught enterprises when it comes to capitalism. As is the case with all movies, they require exceptional amounts of money to function, but as is not the case with all movies, they represent a gesture at truth—of depicting reality as it happened—in direct conflict with profit motivations and bottom lines.

Much of what happens in You Can See Everything begins with money. Establishing details are simple enough: Elizabeth Holmes, co-founder of Theranos, was found guilty of defrauding investors in January 2022, following the collapse of her billion-dollar business. The problem was their product, a small diagnostic box purported to be capable of running hundreds of essential tests based on one drop of blood, very clearly did not work. She also had a 12-year relationship with Sunny Balwani, nearly 20 years her senior and co-founder of Theranos, which further eroded public sentiment around her decision-making and leadership capabilities. Rampant misogyny: check.

Holmes subsequently reported to federal prison in May 2023 to carry out an 11-year sentence, but not before she and her husband, Billy Evans, invited Fielder to film their lives with “radical transparency.” They planned to finally show the world that—despite shows like Hulu’s The Dropout, starring Amanda Seyfried depicting Holmes as a manipulative money-grubber—she was never in it for the money. She never stopped believing in her invention. Holmes wanted to, and still wants to, help people through the unerring power of science. 

You Can See Everything proceeds in kind, at least for its first half. Fielder lurks in the background of domestic scenes, directing a film crew but mostly just observing, occasionally asking questions though otherwise trying, and inevitably failing, to stay apart from Holmes’s and Evans’s every day. At first he stays in a motel, but then moves into the couple’s beachfront rental home at their invitation, sharing full-time, unguarded space with them and their two children.

Meanwhile, Oppenheim and his regular Director of Photography David Bolen—with whom Oppenheim shot his previous film Primetime, which debuted less than a month ago—chronicle the months leading up to their subject’s prison stint in quietly seething passages of extreme close-up. Framing the film in a 4:3 academy ratio, they further box in the film’s big portraits. As Fielder studies Holmes’s face, her globular blue eyes dominating all planes of vision, so does the audience study them both, noting tics and twitches and some throughline of communication, some vein of truth, running between documentarian and documented. Fielder’s burgeoning beard whiskers are the size of house plants in the theater. Normal skin stuff, like blemishes, moles, and pocks, take on the vastness of a landscape. You can see everything—if everything were skin-deep. 

A curious situationship unfolds, and Fielder grows bolder the more Holmes and Evans accept him into their home. We see this as the three of them sit closer and closer on the couch together, stare longer and longer into each other’s eyes. While the couple prepares to launch what will amount to Theranos 2.0, despite her sentencing, Fielder struggles to question Holmes in a way that will reveal what she really believes—whether she really did intentionally defraud investors or not—eventually having whole conversations about the definition of lying or the proper recollection of a single word.

Even when he can’t say he truly believes her, he appears to feel something for her beyond what he should, aware that certain lines may be blurring. After all, by filming her for so long, he may even feel like he understands Holmes maybe even more than Evans. 

But then Holmes goes to prison, and in its second half, You Can See Everything becomes something you may not see coming. 

Or maybe you will, at least if you’re familiar with The Rehearsal or Nathan for You, Fielder’s previous TV shows. The latter Fielder references during one of many meals with Holmes and Evans, in an attempt to make a joke about the irony of once hosting a comedy show about business scams and now documenting Holmes, the public’s scapegoat for business scamming at a macro level. The Rehearsal, especially, serves as a blueprint for how Fielder further burrows down the rabbit hole of Holmes’s whole worldview. You Can See Everything takes on the creeping atmosphere of a procedural. 

There is so much to spoil about the film’s second half, heroes to meet and villains to interrogate, but the more to be discovered, the better. There are reenactments. If The Rehearsal is any indication, this is just what Fielder does now, staging conversations and remembered interactions with thrilling candor, down to the most mundane details. At one point, he grimaces to recall the particular coffee maker that Holmes and Evans used. That’s definitely the same toaster, though. 

Throughout You Can See Everything, Fielder seems to intuit how intrusive he’s being; he’s ready to walk away but just as willing to get too close. Threatening to catch feelings, he may be too ready to sacrifice the distance he needs to make an impartial, unadulterated document of that pivotal time. Then, at seemingly every turn, Holmes’s reality slightly contorts, with Fielder and Oppenheim acquiring new information, reassessing what their purpose ever even was at the outset of the project. 

I also frequently pondered Fielder’s hotel budget. “This is,” as someone will inevitably say, “all very complicated.” 

Accompanied by both an endlessly soothing series of close-ups and enough coastal panoramas to drown all sense of reality, Fielder and Oppenheim invite us to watch these people’s lives like we’re gazing alongside them at an oil painting, baroque and leaden with brush strokes. And from such close quarters comes one of the most intimate films of the year. 

You Can See Everything opens in wide release on Fri Oct 16.

This review was originally published by our sister paper, Portland Mercury.