Film: Holes (2003)

Directors: Chris Hegedus & Jehane Noujaim | Runtime: 107 minutes | Origin: USA (Artisan Entertainment)

Category Details
MPAA Rating R (language)
Common Sense Media Age 14+
IMDB Parents Guide Mild
Setting New York City, 1999-2000
Format Documentary
Awards Directors Guild of America Award nomination
Note Real-time documentation of the dot-com bubble; Noujaim later directed The Square (2013)

Kaleil Isaza Tuzman and Tom Herman are best friends since high school, and in 1999, they have an idea: a website called govWorks.com that lets citizens pay parking tickets, renew licenses, and conduct other government business online. It’s the dot-com boom, and ideas like this are attracting millions in venture capital. The documentary follows them from their first pitch meetings through explosive growth—sixty employees, then two hundred, then three hundred—through the crisis when their friendship fractures under the pressure of running a company, through Tom’s firing by his best friend, through the final collapse when the money runs out and govWorks dies. What makes Startup.com remarkable isn’t just its access to these events as they unfold, but what it reveals about sharing vision at scale: how an idea that starts in friendship becomes a pitch deck, then a company, then an institution with hundreds of people whose lives depend on it—and how that transformation changes both the idea and the people who had it.

Content Breakdown: The R rating is solely for language—frequent profanity in business meetings, moments of stress, and casual conversation. Violence is absent. Sexual content is minimal—Kaleil’s romantic relationship is shown briefly, including one morning-after scene with no nudity. Substance use includes social drinking and cigars. The most challenging elements are thematic: watching a friendship disintegrate under business pressure is painful; seeing hundreds of employees lose their jobs is sobering; the ethical compromises required to scale a vision are discomforting. The film captures real arguments, real betrayals, and the real human cost of failure. For viewers who’ve experienced friendship loss or professional disappointment, some scenes may resonate uncomfortably. The documentary’s fly-on-the-wall intimacy means we witness genuinely private moments of conflict and grief.

Why This Film Works for Sharing Vision with Larger Groups

Startup.com documents the entire arc of vision-sharing—from idea to pitch to company to collapse—with unprecedented intimacy, revealing what scales and what doesn’t when a vision grows.

Kaleil and Tom begin with an idea they believe in: government services should be accessible online. This vision is personal, manageable, shared between friends. They can hold it in their heads, explain it over coffee, refine it in conversation. At this stage, vision-sharing is intimate—two people who know and trust each other developing something together.

Then they start pitching. The vision must become communicable to strangers—venture capitalists who hear dozens of pitches weekly, who need to understand quickly and decide faster. The idea that lived between friends must become slides, projections, market analysis. This is the first transformation: personal vision becoming public presentation.

Success brings the next transformation. With funding comes hiring, and suddenly the vision must be shared not with investors but with employees—people whose lives now depend on govWorks’s success. The vision must become mission statement, company culture, the answer to “why are we here?” at 2 AM when the servers crash. Sharing vision at this scale requires repetition, consistency, systems that transmit meaning without the founders being present.

The film’s tragedy is watching what happens when the vision’s growth outpaces the friendship that created it. Kaleil and Tom discover they have different ideas about what the company should become, different tolerances for compromise, different visions of their own roles. The intimacy that made their original collaboration work becomes liability when the company needs unified leadership. Sharing vision with larger groups requires subordinating the personal to the institutional—and not everyone can make that transition.

For students learning to share their vision with larger audiences, Startup.com offers both inspiration and warning: your idea can reach millions, but the process of reaching them will change both the idea and you. The question isn’t just whether you can scale your vision, but what scaling costs.

Subjects to Discuss

  • Kaleil Isaza Tuzman: The charismatic pitchman, the face of govWorks, the one who can walk into a room and make investors believe. His gift is communication—translating vision into language that moves people to action. But communication skill isn’t the same as operational skill, and his confidence sometimes outpaces reality. What does Kaleil do well? Where does he fail?
  • Tom Herman: The technical cofounder, the builder, the one who makes things work. He’s less comfortable in pitch meetings but essential to actually creating what Kaleil describes. Their complementary skills made the partnership work; their different values eventually destroyed it. What does Tom contribute that Kaleil cannot? Why does he end up pushed out?
  • The friendship: Before they were cofounders, they were best friends. The documentary captures their genuine affection—and the way business pressure corrodes it. The scene where Kaleil fires Tom is devastating because we’ve seen what they meant to each other. What happens to friendship when it becomes business partnership?
  • The employees: Hundreds of people joined govWorks believing in its vision—and lost their jobs when it collapsed. They appear throughout the documentary as faces, voices, people whose lives depend on decisions made in conference rooms. What do the founders owe them?
  • The investors: Venture capitalists who provided millions based on pitch meetings and projections. They enabled the vision’s growth but also demanded returns that shaped company decisions. What role do they play in the story?
  • The vision itself: The idea of online government services was genuinely valuable—it’s now ubiquitous. govWorks failed, but the vision succeeded elsewhere. What does this suggest about the relationship between ideas and execution?

Parent and Educator Tips for This Film

The language is frequent but contextual: The R rating is entirely for language—profanity occurs in business meetings, during arguments, in moments of stress. This is how people in high-pressure business environments actually talk. Frame it: “The language in this film is strong because it’s real—these are actual conversations in a startup company. The pressure shows in how people speak.”

The friendship’s destruction is painful: Watching Kaleil and Tom’s relationship disintegrate—from affectionate collaboration to tense meetings to termination—is genuinely difficult. The scene where Kaleil fires Tom is hard to watch. Prepare viewers: “These two were best friends before they started the company. You’ll watch their friendship break apart under business pressure. It’s one of the most painful things in the documentary.”

The employees’ fate is sobering: Hundreds of people lost their jobs when govWorks collapsed. The film doesn’t dwell on this, but it’s present—faces in the background, references to layoffs, the weight of responsibility the founders carry. Discuss: “When a company fails, real people lose real jobs. The founders aren’t just risking their own money—they’re risking other people’s livelihoods.”

The dot-com context needs explanation: Students who weren’t alive in 1999 may not understand the dot-com bubble—the irrational exuberance, the inflated valuations, the eventual crash. Context helps: “In the late 1990s, investors were pouring money into internet companies based on ideas, not profits. Valuations were insane—companies that had never earned money were worth billions. Then the bubble burst, and most of these companies died. govWorks was caught in this wave.”

The ethical ambiguities are real: The film shows compromises that accompany growth—promises that can’t be kept, optimism that shades into deception, the gap between what’s pitched and what’s delivered. Discuss: “Building a company requires selling people on a vision that doesn’t exist yet. Where’s the line between optimism and dishonesty? Do the founders cross it?”

The documentary’s access is extraordinary: Directors Hegedus and Noujaim were present for board meetings, arguments, private moments—access that’s almost unheard of. This intimacy is the film’s power; it also raises questions. Discuss: “How do you think the founders felt about having cameras present during their worst moments? Does the documentary take advantage of their openness?”

Historical Context: The Dot-Com Bubble

Understanding the era enriches the viewing:

The bubble (1995-2000): The commercialization of the internet created a speculative frenzy. Investors poured billions into internet companies based on “eyeballs” (users) rather than profits. Companies went public with no revenue and achieved billion-dollar valuations.

The logic (or lack thereof): The prevailing belief was that the internet changed everything—traditional business metrics didn’t apply. “Get big fast” was the strategy; profits would come later, somehow. Anyone with a “.com” could attract funding.

The govWorks model: Online government services were a legitimate idea with real value. The company’s vision was sound; its execution faced challenges. The broader market collapse killed it before it could achieve sustainability.

The crash (2000-2001): The NASDAQ peaked in March 2000 and then collapsed, losing nearly 80% of its value by 2002. Thousands of dot-com companies failed. The govWorks collapse was part of this larger extinction event.

The survivors: Amazon, eBay, Google—companies that survived the crash became dominant. Many of the ideas that failed in 2000 succeeded later, executed by different companies in different market conditions.

The lessons: The dot-com crash taught (temporarily) that fundamentals matter—revenue, profit, sustainable business models. These lessons were partially forgotten in subsequent tech bubbles.

Themes for Deeper Discussion

Vision at different scales:

An idea that works between friends becomes something different when it must be communicated to investors, then employees, then the public.

Discussion questions:

  • How does the govWorks vision change as it reaches larger audiences?
  • What must be added to make a vision scalable? What gets lost?
  • Can you stay true to an original vision while adapting it for different audiences?
  • At what scale does vision stop being personal and become institutional?

The cost of scaling:

Growing a company from two friends to three hundred employees requires transformations that may destroy what made the original collaboration work.

Discussion questions:

  • What did Kaleil and Tom have to sacrifice to grow govWorks?
  • Was the company’s growth worth what it cost their friendship?
  • Can relationships survive the pressures of business partnership?
  • What would it take to scale a vision without losing essential relationships?

Communication versus execution:

Kaleil excels at communicating vision; Tom excels at building it. Both skills are necessary; neither is sufficient alone.

Discussion questions:

  • What’s the difference between selling a vision and delivering it?
  • Why do Kaleil’s skills get more recognition than Tom’s?
  • How do you balance communication and execution in sharing your own ideas?
  • What happens when the gap between what’s promised and what’s delivered grows too large?

The ethics of optimism:

Pitching a vision requires optimism—promising a future that doesn’t exist yet. When does optimism become deception?

Discussion questions:

  • Is it ethical to pitch something you haven’t built yet?
  • How do founders know when their optimism has become unrealistic?
  • What do founders owe investors, employees, and customers about the truth?
  • Where’s the line between selling a vision and lying?

Failure and learning:

govWorks failed, but its vision was valid—online government services are now ubiquitous. The idea succeeded; this execution didn’t.

Discussion questions:

  • Was govWorks a failure? What did it accomplish?
  • What did Kaleil and Tom learn from the experience?
  • Can a failed execution still be a successful learning experience?
  • How do you share a vision knowing you might fail?

Visual Literacy

Hegedus and Noujaim’s documentary approach creates meaning:

The fly-on-the-wall style: The camera observes without intervening—present in meetings, arguments, private moments. This creates intimacy; we feel we’re witnessing rather than being shown.

The handheld immediacy: The rough, handheld footage communicates authenticity. We’re not watching polished corporate video; we’re in the room as events unfold.

The accumulation of detail: The documentary builds meaning through accumulated moments—small interactions, casual conversations, background details. No single scene tells the story; the whole emerges from parts.

The parallel editing: Scenes of triumph are juxtaposed with scenes of crisis; public success is cut against private conflict. This structure creates irony and reveals gaps between appearance and reality.

The talking-head absence: There are no retrospective interviews with participants explaining what happened. We experience events in real time, without the benefit of hindsight. This creates uncertainty and suspense even when we know the outcome.

The intimacy of failure: The camera is present for moments most companies would never show—arguments, tears, terminations. This access reveals what scaling vision actually costs.

The Filmmakers

Understanding Hegedus and Noujaim enriches the viewing:

Chris Hegedus: Longtime documentary collaborator with D.A. Pennebaker (The War Room, Town Bloody Hall). Her observational style descends from direct cinema pioneers.

Jehane Noujaim: Egyptian-American filmmaker who went on to direct Control Room (2004) about Al Jazeera and The Square (2013) about the Egyptian revolution. Her career demonstrates how documentary access can illuminate hidden worlds.

The access: Noujaim had known Kaleil from college; this personal connection enabled extraordinary access. The founders trusted her enough to allow filming during their most difficult moments.

The ethical questions: Documentary filmmakers must balance access with responsibility. How did Hegedus and Noujaim navigate their friendship with their subjects while making a film about their failure?

The Vision That Survived

The film offers a crucial lesson about ideas versus execution:

The vision was right: Online government services—paying tickets, renewing licenses, accessing records—is exactly what citizens now expect. govWorks saw the future correctly.

The execution failed: Technical challenges, market conditions, internal conflicts, and the dot-com crash combined to kill the company before it could achieve sustainability.

Others succeeded: The services govWorks envisioned now exist, built by other companies and government agencies. The vision lives; the company died.

The implications: A vision can be valuable even if your specific attempt to realize it fails. The idea may succeed through others, in other conditions, at other times. Does this make the original vision-sharing meaningful? Was govWorks a failure or a pioneer?

Creative Extensions

The pitch analysis: Watch one of Kaleil’s pitch meetings. Analyze his communication techniques: How does he structure the vision? What language does he use? How does he handle objections? What works? What doesn’t?

The friendship autopsy: Trace the arc of Kaleil and Tom’s friendship through the documentary. When do you first see tension? What causes it? Could it have been avoided? Write an analysis of what destroyed their relationship.

The ethical timeline: Create a timeline of decisions that might be considered ethically questionable—promises made, optimism expressed, truths shaded. At each point, consider: Was this wrong, or just entrepreneurship?

The modern comparison: Research a contemporary startup that has scaled rapidly. What parallels do you see with govWorks? What lessons were learned? What mistakes are being repeated?

The vision refinement: Take an idea you have for something—a business, a project, a community initiative. Write three versions of your pitch: one for a close friend, one for a potential investor or supporter, one for the general public. How does the vision change at each scale?

The Documentary’s Legacy

Startup.com has influenced how we understand entrepreneurship:

The template: The film established a template for startup documentaries—following founders through the full arc of creation, growth, and crisis.

The access standard: By showing board meetings, firings, and private arguments, the film raised expectations for documentary access to business.

The counternarrative: Against triumphalist entrepreneurship stories, Startup.com showed the human cost of building companies—the broken friendships, the lost jobs, the personal sacrifices.

The educational use: The film is widely used in business schools and entrepreneurship programs as a case study in what can go wrong.

The historical document: As years pass, the film becomes increasingly valuable as documentation of the dot-com era—the mood, the assumptions, the eventual reckoning.

Related Viewing

Other documentaries about technology and entrepreneurship:

  • Something Ventured (2011, Not Rated) — History of venture capital; ages 14+
  • Print the Legend (2014, Not Rated) — 3D printing startups; ages 14+
  • General Magic (2018, PG-13) — Failed Apple spinoff that invented the future; ages 12+
  • The Social Network (2010, PG-13) — Dramatized Facebook founding (not documentary); ages 14+

Other Hegedus/Pennebaker documentaries:

  • The War Room (1993, PG) — Clinton campaign; ages 14+
  • Don’t Look Back (1967, Not Rated) — Bob Dylan tour; ages 12+

Other Jehane Noujaim documentaries:

  • Control Room (2004, Not Rated) — Al Jazeera during Iraq War; ages 15+
  • The Square (2013, Not Rated) — Egyptian revolution; ages 15+

Films about business failure and resilience:

  • Enron: The Smartest Guys in the Room (2005, R—language) — Corporate fraud and collapse; ages 15+
  • Too Big to Fail (2011, TV-14) — 2008 financial crisis; ages 14+
  • Moneyball (2011, PG-13) — Rethinking established systems; ages 12+

Films about friendship under pressure:

  • The Social Network (2010, PG-13) — Friendship destroyed by success; ages 14+
  • Steve Jobs (2015, R—language) — Relationships sacrificed for vision; ages 15+
  • Citizen Kane (1941, PG) — What ambition costs; ages 12+

Recommendation: Suitable for ninth-graders (ages 14+) with context about the dot-com era and preparation for watching a friendship disintegrate. The R rating is solely for language—there’s nothing else objectionable, and the profanity is authentic rather than gratuitous. For students learning to share their vision with larger groups, Startup.com offers the rare opportunity to watch this process unfold in real time—from initial idea through pitch meetings through explosive growth through catastrophic failure. The vision that Kaleil and Tom shared was real and valuable; the company that tried to realize it died anyway. What killed it wasn’t the idea but the execution, the timing, the market, and ultimately the conflict between two friends who discovered they wanted different things. Sharing vision with larger groups requires more than having a good idea—it requires communication skills, execution capability, sustainable relationships, favorable conditions, and often luck. The film doesn’t discourage vision-sharing; it complicates it. Kaleil and Tom changed something by starting govWorks, even though govWorks itself didn’t survive. The idea they championed—online government services—is now ubiquitous. Their execution failed; their vision succeeded through others. Maybe that’s what sharing vision with larger groups ultimately means: putting something into the world that might outlive your particular attempt to realize it. The idea is bigger than any single effort to bring it to life. Kaleil and Tom lost their company and their friendship—but the vision they shared is now how we all interact with government. That’s a complicated kind of success, but it’s success nonetheless.