Musk’s top loyalist becomes his biggest liability

The courtroom was tense as I settled in for the Musk v. Altman trial, fully aware that no one would ask Shivon Zilis the question everyone was dying to hear: What exactly are you doing?

Zilis, who testified under oath as the mother of four of Elon Musk’s children, presented a complicated picture. She denied being a formal “chief of staff” but admitted to working across Musk’s entire AI portfolio , Tesla, Neuralink, and OpenAI , starting in 2017. Their connection began at OpenAI, where they shared what she described as a “one off” that was “romantic in nature,” before evolving into a friendship and professional partnership. Her role, she explained, was to “go find bottlenecks and solve them,” a task that demanded 80 to 100 hours weekly. “It was just bananas,” she recalled.

Her first two children with Musk, twins, were born in 2021 while Zilis served on OpenAI’s board. She kept the paternity a secret from everyone, including the board, until Business Insider reported on court documents revealing Musk as the father. “My first call was to my dad,” Zilis said, noting that even her own family was unaware. “The call right after that was to Sam Altman.” OpenAI president Greg Brockman testified he learned of the children from news reports. When he confronted Zilis, she claimed her relationship with Musk was “platonic” and that she’d used IVF. Brockman, a friend since 2013, accepted this, and she remained on the board.

On the stand, Zilis spoke softly and quickly, projecting a mousy demeanor. What made her testimony so damaging for Musk was her role as the sole note-taker during critical discussions among Brockman, Altman, Ilya Sutskever, and Musk about creating a for-profit arm of OpenAI. She also “aided and facilitated communication between the principal parties.” Those notes have become the trial’s most crucial evidence, even surpassing Brockman’s diary.

The direct testimony aimed to soften the inevitable blow. Zilis admitted she would tell Altman when Musk was “in a good headspace” for a conversation , inadvertently reinforcing Brockman’s earlier testimony that he once feared Musk might physically attack him , while strongly denying she funneled information to Musk.

It didn’t work.

Consider the facts: she and Musk lived together, had a romantic relationship, and raised four children. She was originally a plaintiff in the suit. She hid her children’s paternity from her own father. Any of these alone would cast doubt on her claims that OpenAI betrayed its mission during the chaos of Altman’s firing. She described Microsoft CEO Satya Nadella’s comment , “We are below them, above them, around them” , as “terrifying.” But the notes were what truly unraveled Musk’s case.

Zilis’s emails from 2017 and 2018 revealed a flurry of ideas. One option was to “switch to for profit in next couple of weeks (woah fast!).” Another noted a “complete non-negotiable” for Altman, Brockman, and Sutskever: “an ironclad agreement to not have Elon (or anyone) have absolutely control of AGI they create.” She wrote to Musk’s money manager Jared Birchall, “They say they will not move forward without a guarantee to switch away from him having control. You and I can argue that’s stupid all we want but they are holding firm on it.”

Zilis also knew about Musk halting donations before OpenAI did. On August 20, 2017, she flagged, “Funding freeze: OpenAI is likely to realize this week that their $5M in Q3 is, albeit correctly, on hold.” Musk informed Brockman and Sutskever over a week later.

Other machinations emerged. Musk suggested Zilis, Sam Teller, and Birchall , his closest fixers , take board seats at OpenAI to secure his control. Zilis wrote to Teller that she didn’t share that with the team. In November 2017, Musk floated creating a “world-class AI lab” inside Tesla and offered Altman a board seat. Zilis brainstormed solutions for Musk, including developing AGI at Tesla, making OpenAI a public benefit corporation subsidiary of Tesla, or using Altman as an “anchor” for TeslaAI. Her favorite: “Find a way to get Demis. Seriously…. Demis really does fanboy hard and I don’t think he’s immoral… just amoral. If he hung around E perhaps it would force him to think about humanity more.”

After hiring Andrej Karpathy, Musk asked for a list of top OpenAI people to poach.

A text message in the docket showed Zilis asking Musk whether she should remain “close and friendly” to continue funneling him information after he left the board. In direct testimony, she framed it as a “weird half-breakup.” But on cross-examination, she admitted she hadn’t remembered that in her deposition. “Your long-lost memories have been recovered,” quipped OpenAI attorney Sarah Eddy, in one of the trial’s lighter moments. Musk’s team objected, but the point was made. Several times, Zilis seemed to recall memories that conveniently benefited Musk.

To be fair, Zilis performed best under cross-examination of any witness so far, but her credibility remained shaky. Her departure from the board, according to her deposition, happened after a call from Altman: “I’ve heard Elon is starting a competitive venture.” She replied, “Well if that’s true, this is the time to resign.” Yet she had forgotten that call between deposition and trial. She did, however, text a friend , saved as “Shahini Rubicon Fluffer” , saying, “Have to resign OpenAI board btw. E’s effort has become well-known.” Her friend wasn’t surprised. Zilis added, “When the father of your babies starts a competitive effort and will recruit out of OpenAI there is nothing to be done.” She noted Musk “proactively apologized that he had pruned my friend network through this.”

The conclusion was clear: her primary allegiance was and is to Musk. To believe she didn’t know about xAI, I’d have to accept that despite three children and weekly visits, Musk never discussed it with her. That’s implausible. Her notes routinely showed her withholding information from OpenAI on Musk’s behalf. It’s equally hard to believe she didn’t share details about the Microsoft deals she approved while on the board.

Musk had no problem converting OpenAI to a for-profit or gutting its talent. He didn’t object to subsuming it into Tesla. The issue was control. That’s what Zilis’s texts and emails revealed.

Brockman and the OpenAI board were incredibly naive to let Zilis stay after learning of her twins’ paternity. Perhaps no one expected someone so meek to be so devious. She was smart enough to avoid raising her voice or nitpicking questions during cross-examination, making her appear more trustworthy than other witnesses. But the overall takeaway from her written communications is that she always put Musk first. Everyone else , including her own father , came second. On the stand, you might as well assume she was saying what Musk wanted to hear.