This 3-hour Elizabeth Holmes doc broke our brains

The hosts begin by warning that the conversation is full of spoilers. Sam has not seen the documentary, but he explicitly wants to be spoiled, citing Nathan Fielder’s reference to a study in which people who knew a movie’s spoilers enjoyed it more than people who did not. Shaan explains that the film follows Elizabeth Holmes beginning 34 days before she is due to enter prison. Holmes has two young children and lives with Billy Evans, whom she calls her husband even though they are technically engaged; they reportedly avoided marrying because Holmes owes hundreds of millions of dollars in restitution and did not want to combine their finances. Nathan Fielder initially approaches the project as a fly-on-the-wall observer, wearing headphones and trying to stay out of the shot while living in Holmes’s very small beach house in Del Mar. After Holmes enters prison, he continues pursuing the story in secret for another three years. The hosts say the film eventually premiered at Telluride and received extraordinary reviews, becoming one of the highest-rated movies on several services and, according to their discussion, the first documentary widely considered a Best Picture contender. They also emphasize its unusually intimate visual style: much of the movie is shot extremely close to Holmes’s face, making her unblinking eye contact feel inescapable. The paradox is that viewers “can see everything” about her and still cannot determine what she really believes.

The first half of the film follows Fielder trying to decide whether Holmes is a misunderstood idealist or a master manipulator. The underlying Theranos scandal is summarized: Holmes raised roughly $500 million by claiming that her Edison device could perform a large battery of blood tests from a tiny finger-prick sample. The technology was marketed as something that could make testing cheaper, faster, and more frequent, including through retailers such as CVS or Walgreens. The hosts recount the established allegations that the Edison could perform only around 12 or 13 of the roughly 100 tests it claimed to handle. Theranos sometimes used conventional third-party machines while presenting results as though they had come from its own technology. Holmes nevertheless maintains that she did not lie. In a key exchange, Fielder reads her statement that Theranos had invented a machine capable of running any blood test. When he points out that the machine could not do all those tests at the time, she argues that the system was capable of doing so once the chemistry for each individual test had been developed. She insists that she believes what she said, while avoiding the distinction between future capability and present performance. Holmes also says she has never lied, then narrows the claim when Fielder asks whether she has lied since age 18. She says she meant she had not committed the kind of deception for which she was accused. The result, the hosts say, is not a legal reexamination of the case but an experience of being placed inside Holmes’s reality-distortion field.

A major thread in the film concerns whether Holmes was the true architect of Theranos or was influenced by Sonny Balwani, the older man with whom she had a romantic relationship for roughly a decade. One possible defense of Holmes is that she was an innocent idealist whose decisions were shaped by Balwani, who may have been the person really pulling the strings. The documentary does not directly resolve that question; instead, it draws a parallel between Holmes’s relationship with Balwani and her present relationship with Billy Evans. The hosts describe Billy as controlling and frequently unpleasant. In one memorable scene, he interrupts a serious conversation about Theranos because Holmes is scrambling eggs “incorrectly.” He takes the bowl from her, vigorously scrambles the eggs, and then denies that anything was wrong. Holmes says he thinks she was doing a bad job. The incident becomes a miniature demonstration of their relationship. Billy also appears to control the documentary’s business arrangements. Before filming begins, while Holmes is upstairs tending to a crying baby, he tells the filmmakers that he wants a share of the project’s upside. A24 objects that taking money could undermine Holmes’s claim that she is motivated by something other than financial gain, but the filmmakers accept because they have little leverage. Holmes later claims not to know Billy made the request, although the hosts find that difficult to believe because of how close the couple appears to be. Billy eventually withdraws his request for points in the movie, but the episode presents him as both devoted to Holmes and potentially harmful to her.

The hosts argue that the documentary’s central trick is to make viewers experience the same uncertainty Holmes creates in other people. Fielder is himself known for building elaborate false realities in shows such as The Rehearsal, yet Holmes continues to maintain an apparently false reality even while facing prison, separation from her children, and the collapse of her company. The question becomes whether she does not recognize the falsehood or is so skilled that she can make others believe she does not recognize it. After Holmes goes to prison, Fielder brings in Amanda Seyfried, who played Holmes in Hulu’s fictionalized series The Dropout. Seyfried watches footage from the documentary and reacts much as the audience has reacted. She is judgmental toward Holmes, particularly toward Billy, and says she wishes Fielder could dig up dirt on him or break the couple up. Later, Seyfried feels guilty after seeing Holmes watch the fictional series and react painfully to the way she has been portrayed. The film thereby implicates the actress, the media, and the dramatization itself: everyone condemns Holmes for lying while also creating fictions that shape public perception of her. The hosts say the same pattern applies to Fielder. Seyfried eventually asks whether he, too, has been influenced by Holmes and is withholding information to protect her. A pivotal ocean scene, which echoes an earlier moment, makes the viewer question whether Fielder has become another participant in the reality he is documenting. Their conclusion is that the film suggests Holmes, Billy, the media, the actors, and even Fielder are all compromised in different ways.

The conversation briefly criticizes the documentary for not confronting some of the strongest evidence from the trial. The hosts mention that Holmes admitted under oath to adding Pfizer’s logo to documents shown to Walgreens even though Pfizer had not approved or authored them. They also note that the film does not fully address reports about an employee’s suicide or alleged cases in which patients received inaccurate cancer-related results, though the speakers acknowledge they have not independently investigated those details enough to state them confidently. Later, Shaan asks ChatGPT to identify the strongest evidence that Holmes committed fraud. The answer, as quoted in the episode, begins with the doctored Pfizer reports: Pfizer representatives testified that they had not created the documents, while Walgreens believed the logos indicated Pfizer’s endorsement. Other evidence includes staged demonstrations in which investors believed they were watching the Edison process blood, even though testing was secretly being performed on conventional equipment; Holmes’s knowledge that the machines were failing while she continued to tell investors they worked; the fact that only 12 of roughly 300 small-sample assays had ever been run on Theranos’s own machines; false claims that the technology had been used on battlefields; and financial projections of $230 million in revenue compared with actual income of $1.94 million. By the end, the speakers agree that Holmes knew enough to be complicit. Their interpretation is not that she believed she was innocent of every factual misrepresentation, but that she mentally categorized her conduct as determined startup “hustle” or “fake it till you make it,” rather than fraud. They compare this to the thin line between crime and hustle in startup culture: she believed the mission justified the means.

Shaan introduces Roy Cohn, the aggressive New York lawyer who mentored Donald Trump, as a framework for thinking about Holmes’s behavior. He summarizes six rules associated with Cohn: never apologize or admit wrongdoing; counterattack more forcefully than the attack; use the legal system as a weapon; manipulate the media; use fear as both shield and sword; and build a fortress of loyalty around yourself. The others initially expect Holmes to be a flamboyant, charismatic egomaniac, but the documentary shows a different strategy. Holmes is disarming precisely because she does not appear to be trying to charm anyone. She repeatedly says “I don’t know” and avoids looking like the center of attention. She wears little or no makeup, maintains intense eye contact, and seems uninterested in persuading the filmmakers. That makes the hosts wonder whether her apparent lack of performance is itself a sophisticated performance. A scene in which she watches The Dropout reinforces the effect: the dramatized Holmes seems so exaggerated that the real Holmes looks more credible by comparison. Fielder’s signature reenactments become essential after Holmes goes to prison. He recreates the prison, including guards, prisoners, and vending machines, because cameras cannot enter the real facility. The film also shows Billy using an AI-generated image of Holmes to make it appear as though she is present at home. Billy has power of attorney and says Holmes emails him what she wants posted online, but he is effectively tweeting as her while insisting that he knows what she would want to say. A pet Komodo dragon and Billy’s insistence that he and Holmes are essentially one person make the arrangement look even stranger and more controlling.

The hosts repeatedly call the documentary astonishing, though not necessarily satisfying in the conventional sense. Shaan says it is not the most entertaining or enjoyable movie he has ever seen, but it is operating on a different axis: it leaves him needing a post-game conversation to process what happened. The movie ends abruptly, after creating so many questions that the group wants more finality about Holmes, Billy, and what happened in prison. They say Holmes received a 10-year sentence but may be released after roughly four years; the film does not provide a detailed account of her prison life. Their favorite moments include Billy taking over the egg-scrambling, Holmes’s conversation with her father before Billy tries to interrupt it, the “Who’s on First?” exchange in which Holmes appears unable to understand why the routine is funny, the scene of Holmes watching The Dropout, and the shocking early shot that reveals Billy’s naked body. The hosts see the latter as more than a gag: Billy consented to an extreme level of exposure, raising the question of what kind of person would agree to be shown that way in a documentary. They also praise the film’s use of Seyfried as a relatively normal viewer who voices the audience’s instinctive judgments. Fielder’s method is described as “weaponized awkwardness”: he asks blunt questions and then sits silently with the discomfort. The group says perhaps only Holmes can match him at that game. They estimate that only about 30 people knew about the project before its release, helping explain how the surprise trailer and secret production had such impact. They end by naming Nathan Fielder the biggest winner, Holmes a major beneficiary because her public image is now complicated rather than purely monstrous, and Billy the biggest loser.