The design, calibration, and performance of an apparatus are described to study the nanometer-scale thermal or driven fluctuations of free-standing vesicle membranes using a design resembling the position detection system of optical tweezers except for the laser power lower by orders of magnitude to avoid trapping. Over four decades of frequency, 1-10,000 Hz, it reports membrane fluctuation amplitudes 0.01-100 nm by measuring scattering of a laser beam as it passes membranes (∼1 μm cross-section) suspended in the aqueous medium. The low-power laser beam, <100 μW, is sharply focused on the edge of a giant unilamellar vesicle, and fluctuations of position are measured using a position-sensitive photodetector. The central result of this approach is the capability to reach small fluctuations otherwise inaccessible using other techniques. The typical obtained data are fit to the standard Helfrich mechanical model. The applications and limitations of the device are discussed, as well as other potential uses to which the apparatus may be applied by rational extension of the approach presented.