Old enemies become new friends in 'Elmsley Count'
Credit: Mark Schafer/SHOWTIME
S3 E12
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Billions built itself on the rivalry between Chuck Rhoades (Paul Giamatti) and Bobby Axelrod (Damian Lewis). It was the heart of the first season, which was entertaining but still finding itself, exploring what kind of show it would be. In season 2 their rivalry came to a head with a back-and-forth power play that led to a criminal investigation which played out in the first part of season 3. Season 2 shifted the stakes and the storytelling forever, though. The supporting cast became the show's greatest strength, as the likes of Wags (David Costabile), Ari Spyros, Dollar Bill (Kelly AuCoin), and new addition Taylor Mason (Asia Kate Dillon) added everything the show was missing in its first season.

In other words, Billions could only be the story of Axe vs. Chuck for so long. At some point they had to move on from their blood feud and find new enemies, allowing the show to tell new stories and move the characters in different directions. One of the great draws of this show is that it never stagnates. The ground is always moving beneath the characters, and that makes for exciting, unpredictable drama. "Elmsley Count," the season 3 finale, represents another massive shift, and it's incredibly exciting.

Once it was clear that Axe wasn't going to stand trial for his crimes, that Wendy (Maggie Siff), Axe, and Chuck had made it all go away once they got wrapped up in it, the season's larger story started to cohere. Axe went back to Axe Capital and shunned Taylor in the process, not giving them what they believed was their fair share of duties and responsibility. Chuck went back to Southern, where he encountered a brash Texan in Attorney General Jock Jeffcoat (Clancy Brown). Since then, both Axe and Chuck have been fighting uphill battles, as Chuck tries to get out from under Jock's thumb and Axe tries to save the reputation of his business.

As the finale gets underway, both battles seem to be cooling down. At a capital introduction event run by Spartan Ives at Citi Field, Axe and Taylor kill their pitch to investors and leave with more than $6 billion of promised investment. The thing is, Taylor has made their own pitch before arriving, giving Grigor Andolov the gist of what Taylor Mason Capital will do with its cutting-edge quant project. "You crushed it," says Grigor's associate, assuring that money will come soon, and so will a tense showdown with Axe in the future.

For now, though, Axe has no idea what's coming. He's so focused on the reputation of Axe Capital that he can't see Taylor slipping away. He can't see the moves he's made as ones that go against everything Taylor built while he was away, essentially dismissing their leadership and ideas as inconsequential. That kind of blindness makes him vulnerable, and the same can be said for Chuck. By the end of the episode, the show's two titans are on the ropes, blindsided by those who were once close to them.

The entirety of "Elmsley Count" is astonishingly propulsive. From the get-go, the episode puts the pedal to the floor and doesn't let up. It's the type of finale that makes you realize how perfectly the house of cards has been built, all so that it can come crashing down in spectacular fashion. Knowing what we know about Taylor, it's exhilarating to watch Axe celebrate the night of the Citi Field meeting, only to have the episode cut to the next morning when Wags tells Axe that he can't seem to get a hold of any investors who promised money. Once Axe realizes both Taylor and Mafee are missing, he begins to understand what's happened. All told, Taylor makes off with more than $3 billion of the money Axe thought was his.

Chuck, on the other hand, thinks he has Jock in his sights. He delivers a target letter that labels Jock's brother Jeb as the focus of criminal prosecution, and that sends Jock into a tizzy. But the AG doesn't start obstructing justice the way they'd been hoping for, so Chuck gives him a little push, telling Epstein to call for a grand jury. That gets the ball rolling, and sends Jock right to Chuck.

He asks Chuck to, essentially, make this all disappear. He wants a few minutes alone with Cutler to "change his mind." Chuck asks for full control over what cases Southern goes after in return, to make it look like he's not eager to do this work, and the trap is set. Chuck sets up a meeting between Jock and Cutler in a spa, the room bugged to get all the evidence they need against the attorney general.

While Chuck awaits that evidence, Axe has his own decision to make. In the episode's best scene, Axe confronts Taylor at the newly formed Taylor Mason Capital. After he humiliates Mafee, he moves on to Taylor, saying that they have no idea what's coming. Axe compares the world he deals into the top of Everest, the "death zone." He says Taylor will run out of oxygen soon enough. "Young lungs, so we'll see," replies Taylor. Their exchange is imbued with history and anger and resentment and even a shade of respect, and that bodes well for the future of Billions.

The decision Axe has to make, though? It's a big one. Grigor (John Malkovich) offers up what he terms "pest control," which essentially means he'll have one of his guys kill Taylor and make it look like an accident. Axe seriously contemplates the offer, for two reasons: Firstly, because it would take care of his problem, and secondly because there are typically consequences to refusing a man like Grigor. I mean, this is the same man who slaps Hall during a meeting. Hall is the scariest dude of them all, and he's put firmly in his place by Grigor. Not a guy you want to mess with.

Thankfully, the show doesn't go down that path, which would be a difficult one to recover from. Axe turns down Grigor's offer, and in the process loses all his investment money to Taylor. So Taylor Mason Capital is off and running, and now Axe Capital has a new threat to assess. Taylor says their firm will surpass Axe's in three to eight years, depending on market forces. That's a number that Axe doesn't like hearing.

Now Axe has a new enemy, one who's his former protégé. It's time for the tables to turn on Chuck too. Epstein tells him to meet at the Southern offices to go over the recording of Jock obstructing justice, but when he gets there, he finds Jock, Epstein, Kate, Connerty, and Dake all standing around as if they're on the same team. It's the end for Chuck. He's been outmaneuvered, as Jock fires him, and Connerty takes his place as an interim attorney. It's unclear how this all came together—did Kate's meeting with Connerty change things? When did Epstein flip?—but for now, all that matters is that Chuck is out of a job.

That all leads to a final, thrilling scene. The scene itself is simply Wendy, Chuck, and Axe sharing drinks at the Rhoades' brownstone, but it's still electric. Wendy, having turned down a recruitment offer from Taylor, is more loyal than ever to Axe, and angrier than ever at Jock Jeffcoat. So, like she did earlier this season, she brings Axe and Chuck together. They sit at the dining room table, glasses of wine in hand, and start to form a new bond. Axe wonders if Chuck has any ideas about how he's going to take down Jock; he does. Chuck wonders if Axe knows how he's going to go after Taylor; he has a few ideas. As the episode fades to black, the former enemies are sharing stories about how they're going to get back to the top, and once again Billions has ended a season on an incredibly promising note.

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