In order to formulate a model of alternative spectatorship, I use Alison Landsberg’s theory of prosthetic memory to analyze Sally Potter’s Orlando (1992), an adaptation of Virginia Woolf’s 1928 novel of the same name. The circumstances of Orlando‘s production are quite unusual: the film is a co-production of the UK, the USSR, France, Italy and the Netherlands, and was filmed in the UK, Russia and Uzbekistan. The film is far from a conventional historical blockbuster. When discussing its funding, lead actor Tilda Swinton claims that “the Americans didn’t understand it at all” (qtd. in Glaessner 13), hence the necessity of finding financing for the film within Europe. The subject matter of the film is equally far from that of a typical historical epic: the title character is a man who later becomes a woman, and who does not age (at our first encounter of Orlando in Elizabethan England he is sixteen; at the end of the novel, in 1928, she is thirty-six). Both the film and the novel span four hundred years, from Elizabethan to twentieth century England. While Woolf attributes this to Orlando living in a different time than our clock time, Potter attempts no explanations, except for a mysterious invocation on Orlando by Queen Elizabeth in the beginning of the movie: “Do not fade. Do not wither. Do not grow old.” Orlando experiences four centuries of England’s history, transforming it into his/her own experiential archive.