How ‘Billions’ Became One of TV’s Best Shows

I was ready to write Billions off as a loss. Debuting last year, Showtime’s high-profile financial thriller boasted an impressive cast, helmed by Paul Giamatti and Damian Lewis in the dueling roles of U.S. Attorney Chuck Rhoades and billionaire hedge-fund genius Bobby Axelrod. The writing, led by co-creators Brian Koppelman and David Levien, combined obvious affection for the setting with a gimlet eye for its excesses and crimes (not to mention its denizens’ penchant for comparing themselves to movie gangsters at any given opportunity). But for all that, the combination never quite clicked. The power plays that gave the show its most exciting moments were so fast and furious that character got lost in the shuffle, and Chuck and Bobby’s rivalry, while carefully balanced in terms of audience sympathy, never quite attained the Ahab vs. Moby Dick “from hell’s heart I stab at thee” vibe it demanded.
Then along came Season 2 and, to be blunt, holy shit. Starting with a season premiere that saw it leap straight off the blocks, Billions became one of the most consistently, raucously entertaining shows on television. The war between Bobby and Chuck enlisted a growing cast of characters in its most exciting battles yet, under the eyes of an all-star lineup of directors including Reed Morano (The Handmaid’s Tale), John Singleton (Boyz n the Hood), Karyn Kusama (Girlfight), Noah Emmerich (The Americans), Alex Gibney (Going Clear), Ed Bianchi (Deadwood), and Anna Boden & Ryan Fleck (the upcoming Captain Marvel). The dialogue was drum-tight and laugh-out-loud funny, the suspense sequences white-knuckle stuff, and the moments of pathos all the more compelling for the show’s general disinterest in pulling at your heartstrings when it could make your heart pound instead. All in all it’s a textbook case of a second-season turnaround, right up there with critics’ darlings The Leftovers and Halt and Catch Fire.
What the hell happened?

For starters, the show staffed up with a ton of terrific new supporting characters. Asia Kate Dillon’s turn as Taylor Mason, the gender-nonbinary brainiac who starts the season as a glorified intern and ends it as Bobby’s heir apparent, is the obvious breakthrough here. And rightfully so: In addition to the groundbreaking nature of both the role and Dillon’s casting, Taylor is a fascinating figure who confounds audience expectations by growing increasingly cutthroat while losing none of the endearing fish-out-of-water awkwardness that helped them catch our eye in the first place. They’re a second-season cast addition on the level of Michael Emerson’s Ben Linus on Lost, or Stephen Dillane’s Stannis Baratheon and Natalie Dormer’s Margaery Tyrell on Game of Thrones — or perhaps Gwendoline Christie’s Brienne of Tarth is the best point of comparison, given their shared nonconformist nature regarding gender norms in their respective societies.

But dear god, Dillon and Taylor are just the tip of the iceberg. There’s Christopher Denham as Oliver Dake, the comically straightlaced anti-corruption crusader who begins the season with a bullseye on Chuck Rhoades and ends it as Chuck’s catspaw in the great anti-Axelrod crusade. There’s the great writer-actor Eric Bogosian as Lawrence Boyd, who functions as a visitor from an alternate universe where the heads of Too Big to Fail banks really do get prosecuted for their crimes. There’s Danny Strong as Todd Krakow, the Napoleonic hedge-fund tryhard who memorably fights Axe and woos Wendy in the season’s early episodes. There’s James Wolk as Craig Heidecker, the perpetually smiling Elon Musk-esque tech entrepreneur whose manned-mission-to-Mars quest leads him directly to Wendy’s bed. There’s Shaunette Renée as Steph Reed, the chief of staff hired to keep Axe on the straight and narrow, then fired for that very reason. There’s David Strathairn as Black Jack Foley, the éminence grise of the New York political scene whose power as a kingmaker is equalled only by the delightful anachronism of his studied mid-Atlantic accent. Last and definitely not motherfucking least, there’s Mark Kudisch as Dr. Gus, the preposterously macho performance coach tapped by Wags to take over Wendy Rhoades’s role at Axe Cap, then summarily dismissed by Axe himself for the crime of, basically, being too fucking awesome for this world. The fact that I’m most likely missing someone great should show you just how deep a bench the show has cultivated for itself.
The amazing thing is that none of this has been done at the expense of the existing cast. On the contrary, Billions Season Two utilized its core cast and first-season supporting players better than ever before. As Chuck Rhoades Sr. and Ira Schirmer, Jeffrey DeMunn and Ben Shenkman saw their usual work as Chuck Jr.’s hype men rewarded with betrayal, enabling them to plumb depths of pathos  you don’t usually see on this show outside of its leading men’s marriages. Speaking of which, this was the season in which Maggie Siff’s Wendy Rhoades and Malin Akerman’s Lara Axelrod truly came into their own, the former by navigating a life between the Scylla and Charybdis of Chuck and Axe, the latter by being forced to confront how her Master of the Universe husband’s shenanigans impact her despite his protestations that she’s always his number-one consideration.

Bobby and Chuck’s underlings shine just as brightly as their loved ones, and on the Axe Cap side of things, David Costabile’s Mike “Wags” Wagner is Exhibit A. In a brilliantly perverse move, the plot brings him to the edge of an addict collapse, only to pull him back from the brink just as mischievous and mean-spirited as ever where many other shows would have gone for a dull redemption arc. His opposite number, Toby Leonard Moore’s fine upstanding Bryan Connerty, emerges as the show’s moral beating heart, navigating not only the competing demands of Chuck, Dake, and Axe’s consigliere Orrin Bach (his former law professor, played by the great Glenn Fleshler) but also the burning desire to turn Taylor Mason back from a life of white collar crime; he fails repeatedly, but is rewarded for his efforts with the lead role in the case against Axe that the season closes out by introducing. Joining him in this victory is Kate Sacker (Tony nominee Condola Rashad), who ends the season getting tapped as Chuck’s second in command; not joining him is Malachi Weir’s salty-dog veteran Lonnie Watley, brushed aside by the Chuck/Bryan/Kate triumvirate.
The corresponding figure in Axe Cap would be Kelly AuCoin’s utterly amoral Dollar Bill Stearn, who sees Taylor advance past him—but unlike Lonnie, Dollar Bill gets with the program and embraces the New Flesh, offering his help (and his money) to ensure Taylor’s success. He’s following in the footsteps of Mafee (Dan Soder), the consummate bro who rolls with the punches when his former assistant Taylor leapfrogs him in the hierarchy. His best moment in the season comes when he takes a lead role in recreating the climactic scene of the feel-good football movie Rudy on behalf of a low-ranking analyst who manages to escape the axe Taylor now wields. It’s a deft use of the character, and the stand-up comedian who plays him.
But the core four cast members—Paul Giamatti, Damian Lewis, Maggie Siff, and Malin Akerman—get the meatiest material, centered on their characters’ marriages. Chuck and Wendy begin the season estranged and slowly drift back together, thanks to jaw-clenchingly realistic couples’ counseling sessions and the growing sense that their affectionate partnership is more durable than it seemed. In a smart and revealing parallel, Bobby and Lara start close and wind up splitting apart, as Bobby’s need to be in total control and Lara’s corresponding need to feel she’s the indispensable component in that quest for control come into conflict. A face-saving lie is all it takes to threaten the whole edifice of their relationship.
And boy oh boy, are their lies galore in this show. Broadly speaking, the season is split between three separate schemes: Chuck’s attempt to take down Lawrence Boyd, whom Bobby is using as a human shield; Bobby’s attempt to get in on the ground floor of an upstate casino deal, which collapses when Chuck’s powerful dad intervenes behind the scenes; and Bobby’s plan to get revenge by literally poisoning the IPO for the juice company Chuck, his dad, and his friend Ira are all backing. Each storyline advances like a thriller; you may not always be able to keep up with what’s going on, since both of these guys are constantly thinking five steps ahead, but there’s always a moment of realization when you see what’s going down and either cringe or cheer, depending on who you’re rooting for at the moment.

The best example of this comes in the season’s best episode, the penultimate installment “Golden Frog Time,” which spends a solid 50 minutes making it seem like Bobby’s sabotage has successfully destroyed Chuck, only to reveal with a Russian nesting doll flashback structure that it was a trap set by Chuck all along. Both here and in the other big schemes (and little ones—there’s a poker game between Taylor and Todd Krakow that’s a real killer), it’s not just flashy plot pyrotechnics; the cat and mouse games reveal who these people are, what they want, and what they are and aren’t willing to do to get it. I can’t wait to watch them try again next season.

Sean T. Collins (@theseantcollins) writes about TV for Rolling Stone, Vulture, the Observer, and anyplace that will have him, really. He and his family live on Long Island.

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