You Can See Everything: the documentary that defies the odds

How A24 Turned an Elizabeth Holmes Documentary Into a Theatrical Event

When was the last time you paid to see a documentary in a movie theater? Better yet, when was the last time you bought tickets to a documentary that runs nearly three hours?

That’s exactly what Colleen and I did this past weekend, in a packed theater. We saw You Can See Everything, the new documentary about disgraced Theranos founder Elizabeth Holmes, directed by Nathan Fielder and Lance Oppenheim. It was truly extraordinary.

I’ve followed the film’s release closely, not only because of its fascinating subject but because of the attention it has attracted. It premiered at the Telluride Film Festival in September to widespread critical acclaim and opened on October 16 through A24, the independent entertainment company known for taking creative risks.

Its opening weekend exceeded expectations, generating $15.6 million from just 855 theaters. Among documentaries, only the concert film One Direction: This Is Us has opened bigger in the past 13 years. Excluding music documentaries, no documentary has opened this strongly since Michael Moore’s Fahrenheit 9/11 in 2004.

Then it did something very few films do. In its second weekend, as A24 expanded it to 2,655 theaters, it earned an estimated $19.5 million, more than it made in its first. By October 25, its domestic total had passed $45 million.

Those are remarkable numbers for any documentary, particularly one with an unconventional creative approach and a running time that would give many Hollywood executives pause.

A24 is now campaigning for Academy Award recognition well beyond the documentary category, including Best Picture.

The commercial performance and awards ambitions are impressive, but what interests me most is what this film can teach us about the business of documentary storytelling.

The film’s success challenges several assumptions about what audiences want, how documentaries should be distributed, and what it takes to transform a compelling true story into a theatrical event.

A Familiar Story with an Unfamiliar Approach

Elizabeth Holmes is hardly a new subject.  The Stanford dropout founded Theranos in 2003, promising to revolutionize medical testing with technology that could run numerous blood tests from a single finger-prick sample. Investors embraced her vision, and the company’s valuation eventually reached roughly $9 billion.

Then the story began to unravel.

Investigative reporting led by John Carreyrou of The Wall Street Journal exposed serious problems with the company’s technology and practices. Theranos collapsed, and Holmes was convicted of defrauding investors. She began serving her federal prison sentence in May 2023.

The scandal has since inspired books, podcasts, documentaries and scripted television.

Over a year ago, Colleen and I enjoyed watching Hulu’s The Dropout, the eight-part limited series starring Amanda Seyfried, who won an Emmy for her portrayal of Holmes. The series was based on the ABC News podcast of the same name, hosted by journalist Rebecca Jarvis.

Alex Gibney explored the scandal in his 2019 HBO documentary The Inventor: Out for Blood in Silicon Valley, and Carreyrou’s bestselling book Bad Blood provided a detailed account of the deception that brought the company down.

With all that attention, it’s reasonable to ask whether audiences really need another film about Elizabeth Holmes.

Fielder and Oppenheim clearly believed there was another story worth telling, and their approach is dramatically different from the investigative reporting and dramatizations that came before.

Rather than relying primarily on interviews with former employees, whistleblowers and outside observers, they secured access to Holmes herself.

The filmmakers began documenting Holmes and her partner, Billy Evans, 34 days before she reported to prison, with the crew living alongside the family in San Diego. The project evolved over several years, and the filmmakers found themselves confronting questions about the relationship between their subject, the camera and the truth they were trying to capture.

That premise is what makes the film so intriguing. The filmmakers weren’t simply revisiting the events that brought down Theranos. They were exploring a different question: What happens when someone whose public identity is inseparable from deception invites filmmakers into her private life? The answer, it turns out, wasn’t what the filmmakers expected.

When the Story Changes During Production

Fielder and Oppenheim bring unusual creative backgrounds to the project.

Fielder is best known for Nathan for You and HBO’s The Rehearsal, productions that blur the boundaries between reality, performance and carefully constructed situations. His work often explores the uncomfortable ways people behave when they know they’re being observed. That same dynamic is what has always made me wary of depicting “reality” through vérité filmmaking.

When I was with the St. Louis Cardinals, we turned down several requests from documentary crews and “reality” shows that wanted to follow the team inside our clubhouse. Our concern was that the cameras would change the very reality they hoped to capture.

People behave differently when they know they’re on camera. Some are more performative than others, but very little stays natural once a microphone is clipped to your shirt and a crew is following you around.

Still, those of us who do this work have to confront what I call the reality of covering reality.

If Fielder’s work lives in that tension, Oppenheim has established himself as a distinctive documentary filmmaker through projects including Some Kind of Heaven, Spermworld and Ren Faire. His films often examine unusual people and communities through highly stylized visual storytelling.

Together, they seem particularly well suited to a documentary about a person whose ability to construct and maintain a public persona was central to her rise and fall.

What makes their production process so interesting is how much it changed as filming progressed.

The filmmakers initially approached the project with a more deliberate, cinematic production style but discovered that their equipment and methods were poorly suited to capturing unpredictable interactions. In other words, they ran headlong into the reality of covering reality.

They adjusted their approach, using multiple cameras and longer shooting periods to capture events as they unfolded.

Fielder also became increasingly involved in front of the camera, transforming the relationship between filmmaker and subject into part of the story itself.

That evolution is familiar territory for documentary filmmakers.

Unlike scripted productions, documentaries often begin with a solid understanding of the subject but only a partial understanding of the story. We can research the history, identify characters, secure access and develop a compelling narrative hypothesis. Yet the actual story often reveals itself during production and editing.

Sometimes the material confirms our expectations. Other times it forces us to reconsider what we're making.

That uncertainty can be creatively rewarding, but it also creates substantial financial risk. Every additional interview, shooting day and editorial revision requires resources, and documentary projects can remain in development or postproduction for years.

The willingness to follow an emerging story is one of documentary filmmaking’s great strengths. The challenge is building a production model that can accommodate that uncertainty without letting it become an excuse for unlimited spending. This film reportedly cost less than $7 million to produce, a substantial budget by documentary standards, even if a modest one by Hollywood’s.

A24 Understands That the Film Is Only Part of the Product

The most interesting business lesson may come from the way A24 positioned and released the film. A24 has built an identifiable brand around distinctive filmmaking. Audiences have come to associate the company with unconventional storytelling, strong creative voices and films that resist familiar Hollywood formulas.

Its track record includes Everything Everywhere All at Once, Moonlight, The Whale and Civil War, among many others. Those films differ considerably in subject and style, but together they show how a distributor can cultivate an audience that trusts the kinds of creative experiences it brings to market. That brand equity matters.

When audiences see the A24 name attached to a project, they may be more willing to consider a film that doesn't fit traditional commercial expectations. The distributor's reputation becomes part of the value proposition.

For You Can See Everything, A24 had several compelling assets to work with. 

The subject was recognizable. The filmmakers had established reputations. The production promised extraordinary access, and A24 kept the film secret until a surprise screening at Telluride, which created a genuine sense of discovery. That left only about five weeks to market the film, and Fielder did no interviews ahead of its release.

The nearly three-hour running time, which might ordinarily be considered a commercial liability, became another distinguishing characteristic.

Rather than trying to make the film seem like a conventional documentary, A24 marketed it as something unusual that audiences needed to experience for themselves. The box office suggests that positioning worked. According to opening-weekend reporting, more than 70 percent of ticket buyers were under 35.

That is a striking result for a film about a fraud scandal rooted in a company founded more than two decades ago.

The audience wasn’t necessarily buying tickets to learn the history of Theranos. Many were likely drawn by the filmmakers, the cultural conversation and the promise of an experience unlike anything else playing in theaters.

Filmmakers often assume the subject of their documentary is the principal selling point. But audiences don't necessarily purchase tickets because they care about a topic. They purchase tickets because they believe the film will deliver an experience worth their time and money. 

Audiences want to be entertained. A compelling subject gives filmmakers an opportunity. The storytelling and positioning determine what they do with it.

The Economics of a Documentary Event

Documentaries have faced significant distribution challenges in recent years.

Streaming platforms have created unprecedented access to nonfiction content, but that abundance has also made it difficult for individual films to distinguish themselves. Many documentary producers now face a marketplace in which traditional licensing opportunities are less predictable, and theatrical distribution can be financially challenging.

A theatrical release requires marketing expenditures, exhibitor relationships and a persuasive reason for audiences to leave home when so much content is available through subscription services. For independent filmmakers, the economics can be daunting.

Even a documentary that attracts strong reviews and festival recognition may struggle to secure meaningful distribution. The cost of creating awareness can exceed the resources available to the production, and box office receipts must be shared with exhibitors before the distributor and other participants can recoup their investments.

That is why the opening performance of You Can See Everything deserves attention.

A $15.6 million opening from 855 theaters works out to roughly $18,250 per location for the weekend. That is an impressive average for any specialty release, let alone a documentary that runs nearly three hours.

Consider the math from a theater owner’s perspective. In the time it takes to show one three-hour film, a screen can host two 90-minute showings, which usually means more tickets sold. Yet A24 persuaded exhibitors to triple the film’s footprint for its second weekend, and audiences rewarded that bet.

Box office revenue alone doesn’t tell us whether the film will ultimately be profitable.

Beyond the reported production cost, we don’t have reliable information about acquisition or financing arrangements, marketing spend or distribution terms, so we can’t determine the return on investment. Nor should we assume that every documentary could replicate this performance simply by securing theatrical distribution.

The more useful question is what made this film commercially attractive. It combined an internationally recognizable subject with distinctive filmmakers, an unusual creative proposition, a distributor capable of generating substantial attention and a release strategy designed to make the film feel like an event. Those elements reinforced one another.

A compelling story without effective distribution may never find its audience. A sophisticated marketing campaign cannot necessarily compensate for a film that fails to deliver. Sustainable success requires the creative and commercial sides of filmmaking to work together.

The Awards Strategy Is Part of the Business Strategy

A24’s decision to campaign for You Can See Everything in the Best Picture category adds another dimension to the story. No documentary has ever been nominated for Best Picture. Michael Moore famously bypassed the documentary category in 2004 to pursue Best Picture with Fahrenheit 9/11, and the film was not nominated.

The Academy’s rules allow documentary features to compete in categories beyond Best Documentary Feature, but the competitive realities are significant.

By positioning the film for Best Picture, Best Director and a range of craft categories, A24 is making a statement about how it wants the industry to evaluate the film.

It is asking voters to consider it not simply as an exceptional documentary but as an exceptional motion picture. Having seen it, I think A24’s argument has merit, despite the lack of precedent. Either way, that positioning can influence more than awards recognition.

A successful campaign generates publicity, extends the commercial life of a film, creates opportunities for international sales and strengthens the reputations of everyone involved. Even nominations can have meaningful economic and career implications.

For a distributor, awards campaigns are both cultural and commercial investments. Of course, a campaign doesn’t guarantee a nomination, and nominations for the 2027 Academy Awards won’t be announced until early next year. Still, A24’s willingness to make the investment reflects confidence in the film’s ability to compete for attention beyond the traditional documentary marketplace.

What Independent Filmmakers Should Take Away

I don’t believe You Can See Everything proves that theatrical documentaries are suddenly enjoying a renaissance. One successful release, however impressive, doesn’t reverse the structural challenges facing nonfiction filmmakers.

This is a well-financed documentary with star power and a distributor behind it that few other documentaries can match. And let’s be honest: documentaries have a reputation for being “important to see,” not for being a fun date night.

Too often, documentary marketing isn’t about delight or entertainment. It sounds like the marketing for eating healthy or taking your medicine: “See it because it’s good for you.”

That positioning is part of what makes documentary distribution so difficult. It’s like selling Brussels sprouts in a world of fast-food marketing. How do you sell vegetables when the kids want ice cream?

What this film demonstrates is that audiences will pay for documentary experiences when the creative proposition is compelling and the distribution strategy gives them a reason to show up. My translation: it works as a date night. Colleen was all in on seeing it. She had been seeing it in her feed and has followed the Holmes story for years.

That is an important lesson for independent filmmakers. We spend considerable time thinking about how to finance our films, but we should devote comparable attention to how they will reach audiences. Distribution shouldn’t be something we start thinking about after the final cut is finished. I believe it should be one of the first things we consider before we green-light a project.

It should inform development from the beginning, influencing decisions about story selection, audience identification, format, partnerships and the resources we're willing to commit. 

I’m not saying every documentary needs a famous subject, a nearly three-hour running time or an A24 distribution deal. But we do need to think carefully about the relationship between the story we’re telling, the audience we’re trying to reach and the experience we’re asking that audience to purchase.

We also need to recognize that the same underlying true story can support many different creative approaches. That idea sits at the heart of my vision for STORYSMART, and it’s why you’ll hear me drone on about “derivatives” of storytelling IP.

Just look at this one true story. The Elizabeth Holmes saga has generated investigative journalism, a bestselling book, a podcast, multiple documentaries and an Emmy-winning scripted series. Each found a different way to engage audiences with the same basic events.

That doesn't mean every true story offers unlimited commercial opportunities. It means that identifying a compelling subject is only the beginning of the creative and business development process.

At STORYSMART, we believe the most important work begins when we move beyond the topic and identify the actual story worth telling. We also believe that protecting and developing the underlying rights, assembling the right creative collaborators and planning for distribution are interconnected parts of building sustainable value.

You Can See Everything offers a timely example of why those decisions matter.

Its early success may prove exceptional, but exceptions can be instructive. They challenge conventional thinking and encourage us to reconsider assumptions that may have become too comfortable.

For independent filmmakers, the question isn't whether we can reproduce A24's results. It's whether we can apply the underlying lessons to the stories we're developing and find better ways to connect those stories with audiences willing to experience them.

After all, making a compelling documentary is an accomplishment. Finding an audience that values it enough to buy a ticket for date night is an entirely different challenge.

The most successful filmmakers understand that both are essential.

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About Ron Watermon

Ron Watermon is a creator, builder, media entrepreneur, filmmaker, and the founder of STORYSMART. He writes about professional storytelling, media entrepreneurship, filmmaking, and the business of turning stories into valuable assets.

Ron is the author of STORYSMART Storytelling for ALL and is currently building STORYSMART STUDIOS, an independent media company dedicated to developing, producing, and owning profitable, enduring original media properties.

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