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Paul Giamatti, Damien Lewis
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“Can people change” is a bit of an overwrought theme for TV these days, the motivating engine of a thousand antihero shows that almost always answer either “no, but it’s complicated” or “yes, but it’s complicated.” But it’s been the overarching question of this season of Billions, and it’s worked — because the show has laid real groundwork for what the characters’ lives could look like if they made even slightly different choices, alternatives that are just plausible enough to believe they could have actually happened.

As “Extreme Sandbox,” written by series co-creators Brian Koppelman and David Levien and directed by Colin Bucksley, convincingly argues, Axe could have had his money and his relationship with Rebecca. Chuck could have had his marriage and his job. Taylor could have had their company and their father. Instead, everyone’s back to square one.


Let’s start with Axe’s betrayal. Though the last episode made it seem like Wendy would be bearing the brunt of his scheming, Axe instead throws Rebecca under the bus by stripping Saler’s for parts. He sends Rebecca on a “state-changer” trip with Wendy, ostensibly to cheer up Wendy by playing with the titular Extreme Sandbox, a service where you can play around bulldozers (and apparently hang out with Mark Cuban). Really, it’s a way to get her out of town while the plan goes down over breakfast with Sandy Benzinger.

There’s a strong elegiac quality to all of the material Rebecca gets in this episode, from the camaraderie of her scenes with Wendy to the shot of her leaving Axe’s apartment, soft music playing as the elevator doors close. Nina Arianda has done a fantastic job of making Rebecca into a real match for Axe, both on an intellectual and emotional level, and I’m surprised by how sad I am at it didn’t work out. I can only hope that the show brings her back as an ally for Taylor and Chuck next season, because the only thing better than Axe crushing his own chance at stability would be not realizing his grave miscalculation in turning Rebecca into an enemy.

Rebecca asks Axe to explain himself, and the answer is really that simple: He can’t let her deal with Taylor go. This scene includes one of my favorite Damien Lewis acting moments of the series: A slow push on Axe lying next to Rebecca in bed, breaking into the slightest smile as he describes “the old bile” rising up in him in the middle of the night. Axe tries to justify this as, in part, an attempt to protect Rebecca by blowing everything up — and crushing Taylor in the process — which does feel a bit different from before, in that Axe knows what he’s giving up and seems to feel the slightest bit sad about it. (Self-awareness? On this show? What a concept!)


Chuck, his father, and Ira were, meanwhile, indeed pulling a fast one on Connerty, with the help of Secretary Krakow and Sacker. It’s not quite as thrilling as the Ice Juice play, but it’s still pretty damn thrilling. The entire season, it’s felt like Connerty wasn’t quite an opponent equal to Chuck, and the show acknowledges that that’s been the case from the beginning: Chuck has known what his protege would do from the start. Most of the conversations Chuck and his father have had this season have happened under the assumption they’d be under surveillance, stringing Connerty along until he tampers with evidence and listens to the tape. Danny Strong is always a lot of fun as Krakow, and Paul Giamatti smartly plays Chuck as muted, and a bit sad — or, at least, self-pitying — in taking down his former colleague.

Giamatti does not, however, underplay Chuck’s scenes with Jock, which are the ridiculous highlight of the episode. Not only does Paul Giamatti get to curse out Clancy Brown in Italian, he also gets to kick his shoes up onto the desk, stomping his feet down for emphasis as Chuck reasserts himself as top dog. Sacker, it turns out, swapped Connerty’s flag pin for one with a recording device, allowing Chuck to tape Jock demanding illegal prosecutorial tactics. (Whether this means Jock is resigning or simply leaving Chuck alone remains to be seen.) Finally, Chuck can give himself up to his new domme. He’s earned it.


Unfortunately for Chuck, he has not earned his way back into his wife’s good graces. It seems as if he and Wendy might reconcile for a moment when she thinks he worked his fixer magic, but Chuck quickly admits that he did nothing to help her get her medical license back. (Axe instead donated a ton of money to get it taken care of.) Even when his wife asks him to be his normal slimy self in service to her, he ignores it in favor of his own vendettas — a decision the episode dramatizes by having Jock barge into Chuck’s office while Chuck is asking Karl what makes the doctor at the medical board tick. Chuck whines and pushes off responsibility for his own actions, arguing to Taylor that Axe is the truly corrosive person in their relationship when he gets them in his office. He needles Wendy about when she’s coming home when she realizes how little he seems to care. He’s perpetually put-upon, always only partly the cause of whatever hell he’s brought on himself. Why would she come back?

Wendy seems to have left Chuck for good, and goes to crash at Axe’s toward the end of the episode. I really, really thought this season was going to end with Wendy and Axe sleeping together, and the scene of the two of them certainly suggests it might happen. We don’t, in fact, see what happens after they make the bed. This makes a certain kind of sense, since Wendy has been in Axe’s life for so long and a show that runs this long needs to play around with different pairings (case in point: Bonnie and Dollar Bill), but I don’t really like Wendy feeling like a pawn in Chuck and Axe’s rivalry. Her role acting as a mediator between the two of them was much, much more interesting.


“Extreme Sandbox” brings the series, in many ways, back to its natural resting place. Axe can’t give up his need to destroy Taylor, and he can’t stop ordering Chuck around. Chuck, meanwhile, can’t give up his need to destroy Jock, and he can’t resist the opportunity to use Taylor as an asset against Axe. Pressed into a corner — and intent on destroying Axe however they can — Taylor goes back into the belly of the beast, and goes to work at Axe Cap with the core of their staff. Only two people seem excited about this turn of events: Axe, who lords it over Taylor, and Ben Kim, who is genuinely delighted to see his old friends.

The broad strokes of “Extreme Sandbox” are great, and make an almost mechanical kind of sense. The performances are excellent, and there are moments up there with the best the show has ever done. Sure, some of the links in the logical chain setting up this new (old) status quo are a little messy: Wendy sees a news story about Axe funding Pancreatic Research? Taylor recognizes the Pavarotti song Rudy is singing is about deception and decides to bail? The show has honed the characters’ instincts enough, depicted them as competent and hungry and focused on each other, that these realizations don’t need to be so telegraphed.


Still, the fact that those are my biggest problems is ultimately to the show’s credit, and an indicator that even the issues I have with Billions at this point are because I have such high expectations. This episode was great, but I know what’s coming next can be — fingers crossed will be — even better.

Stray observations:

  • “Behind Blue Eyes” backing Axe’s last hurrah with Rebecca is an incredibly good music choice for a show that always has great music choices — the most classic of classic rock and self-pitying to a fault.
  • Rhoades Senior, stopping the feds from destroying the safe: “Don’t ruin my box!”
  • Sean Ayles continues to be one of the most fun side characters on the show. He’s on screen for all of 50 seconds setting up the donation that gets Wendy’s medical license back, but they’re 50 of the most enjoyable seconds of the whole episode.
  • And even Taylor gets in on the pettiness game: They frame their apology to the Mason Capital staff for being too invested in the vendetta with Axe specifically in terms of a way they can be better than Axe. (Namely, by apologizing.) Though they tell Lauren “They’ll put each other in the ground and I’ll go about my fucking business,” it’s hard to believe that’s how it’ll play out. They’re in too deep now.

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