Billions on Showtime, Season 3 Episode 12: Elmsley Count

First things first: Thank you, Billions, for the wonderful Super Fan Season Finale event in New York, thanks to which Lady Trader, Lewisto and I were able to see the season finale a few days earlier with a room full of super fans and the show creators and show runners Brian Koppelman and David Levien, followed by a Q&A.

I have already thanked Mr. Koppelman and Mr. Levien at the event for giving us the BEST show on TV, but I want to repeat it here one more time: Hats off to the brilliant writers for creating and the wonderful cast for bringing this awesomeness to life for us! 

Now, I always say Billions loves symmetries! And Season 3 has built up, slowly and surely, to the ultimate “palace coup” both at Axe Capital and the Southern District of New York. Given how badly the mentors have treated their protégés this season, they have practically asked for what they have just got from them. I think this old saying applies to both Axe and Chuck:

“As you sow, so shall you reap.”

Wags is right that the air smells money as McLarens, Aston Martins, Bentleys and such arrive at the Citi Field, the home of the New York Mets. Spartan-Ives is having Capital Introduction Day where hedge funds share their ideas to capture whatever they can of the $30 billion out there to be invested.

Thanks to their “icebreaker” and their recent success with Genometech Atlas, there is too much demand for Axe Capital that Spartan-Ives has reserved the largest suite, kicking off a brand new dick-measuring contest on the street: While McGann, the guy who did not bonus Axe right in the past, says people usually go to see the bearded lady at the freak show but then go to his suite, Birchie believes people will find out by the end of the day that Axe Capital is like Atlantis, once great land now totally underwater.

Taylor texts Wags they will be late because of some last minute organization — which is technically not a lie 😀

Taylor is meeting Andolov who has already read their material and approach and is curious to learn about their market outlook. While Taylor offers lightning quick moves and cutting-edge tech, words do not mean much to the Russian and do not dictate how he makes decisions. He wants to know is why Taylor is leaving the man that made them.

“The same reason you leave a house with a furnace leaking carbonmonoxide. It’s the only way to survive.”

Who can blame them?

And when they finally arrive at the suite, Taylor puts the blame on Uber just to hear from Wags that they need to live like a rich person and take a chopper next time — which I believe may happen in Season 4!

While I was not surprised by Taylor’s move to open their own shop, I was confused about their eyes lighting up when Axe put them back on the raise team in Season 3 Episode 11 Kompenso. I understand WHY only when Axe goes on the stand to talk about Axe Capital – Barry White style.

Axe introduces Taylor as the future of Axe Capital! All potential investors in the room now hear from the king that Taylor is the single most effective manager he has ever seen who made sure Axe Capital is ahead of everyone on the market followed by Taylor inviting them to come shadow them for a day and find out Elmsley Count is not about magic but focused work where the audience never sees the extra cards are here and feels the miracle.

Wendy is right.

“They are not buying your proprietary trading platform or strategies. They are buying you.”

Now that the investors know Taylor is THE one, it is only natural they will follow them wherever they go and that is why Taylor’s eyes lit up when Axe put them back on the raise team in the last episode. They knew Axe would prop them up at the pitch day! Brilliant!

Chuck finds Alvin Epstein having a foot massage at Foot Heaven. Epstein has the target letter ready and once he emails it to Pastor Zeb Jeffcoat, they are at the point of no return. The only issue is they do not know what route the AG will take. He can either threaten and try to destroy Epstein for the case against his brother or he could ask Chuck for help. Chuck and Epstein want Jeffcoat to do the latter which would happen if Jeffcoat knew they had Ashley Cutler as their star witness. And even if the AG thinks Cutler is a weak witness, if Epstein impanels a Grand Jury, he will know they are moving ahead. So Grandy Jury or No Grand Jury is the question.

Chuck Senior is right that a man can want to see his father, but not this man. This man is here to consult about the optimal play he has. Senior suggests Chuck should take a fast and aggressive game with inferior material.



Grand Jury it is. And per his plan with Epstein, Chuck will ask Jeffcoat for something in return so Jeffcoat thinks Chuck has his own reasons to accommodate him.

Bryan, who looked into the “Chuck Rhoades Special” thanks to operation “Si, Se Puede” believes he has finally got Chuck because Chuck is covering a witness to protect Jeffcoat! Ah, Bryan! The moment he thinks he is a step ahead, he is once again a step behind and his “Fuck!” is real when he finds out from Kate that Chuck is doing his Chuck-thing for the first time for the right reasons. And when Bryan comes home to share the information with Dake who seems to be crashing on Bryan’s couch, I think the two former “Eastern” boys will go the other way and cooperate with Chuck to get rid of Jeffcoat.

By the end of the pitch day, as Axe is thrilled to announce they have raised $6 billion and that Axe Capital is all the fucking way back with shout outs to Wags, Wendy and Taylor, and leaves the stage to Hold Steady to take it away, he has no fucking idea about what is about to hit him in the morning. Put aside locking the committed money in, Wags is having difficulty reaching the investors. It feels like someone slipped them a Cosby! Ewww!

It does not take long for them to figure out who is pulling an Elmsley Count on them. One person Taylor seems to have taken with them is Mafee, who has not shown up for work, and that Ben Kim arriving late raises suspicions that he may be sleeping with the fishes.

It turns out Ben is a loyal Axe Capital employee who has just said no to Taylor’s job offer. And I would give Ben an A for solving the Subgame Perfect Equilibrium in Taylor’s game, but Axe does not give him a raise 😀

Axe calls an emergency meeting: Wendy suggests they have to look within and see where they have made a mistake, where as Wags believes his strategy of poisoning the bitch’s name everywhere from dinners to parties to massages, could be more effective. Bach advises they can file a case against Taylor for intellectual property theft and tortious interference but they cannot win it quick enough to stop them from opening their shop. They will still go ahead with the case to distract Taylor from work.

As if the cash situation is not bad enough — 500 million in, 3.5 million leaving with Taylor and 2 million withdrawn because investors do not want to be in the middle of a family fight — Andolov wants to meet Axe right away and the meeting at his empty apartment speaks volumes about the man! For starters, who knew Andolov would need quilts on the bed and healing crystals in every window to feel at home? Maybe he is knitting, too, Madame Defarge style?

Secondly, Andolov is ready to take care of Axe’s “pest control” problem and he is kind enough to ask permission because Taylor is Axe’s property and not his! Besides, he does not only shock Hall but also the audience (gasps in the room!) when Hall speaks out of turn.

As I am starting to lose it that Axe is considering to use Andolov’s “pest control” services, he reveals to Hall he has figure out the ramifications of saying yes or no to a guy like Andolov. He needs a day to think about how to protect himself but also to look at Taylor in the eye.

Well, Axe’s visit to Taylor Mason Capital is quite different from the one he had to Ionosphere in Season 1 Episode 10 Quality of Life. Taylor’s response to his sarcastic “the palace coup is complete” is they have not done it against him but for themself. Besides, they do not seem to be intimidated when Axe reminds them why the top of the Everest is called the “death zone.”

“Young lungs. So yeah we will.”


Chuck gets THE CALL he has been waiting for. Jeffcoat needs him to arrange a private meeting with Cutler so he could remind him what really matters to him and his family 😀 Chuck is happy to accommodate but would also ask for something in return: He wants to keep his post until the end of the administration and he needs the AG to stop picking and choosing the cases for the Southern District.

As soon as Jeffcoat gives Chuck what he wants, he has his spa time with Cutler arranged with us seeing the star witness in his bathrobe as the FBI places recording devices in the room. Epstein calls to say he has the tape but since he is not sure if his office is bugged, they need to meet at Chuck’s office.

Now that Axe has looked Taylor in the eye, he consults with Wendy and Hall before going to Andolov with his final answer about pest control.

Wendy recommends patience. Most people in the industry would think Axe sent his protege off to open their own shop and invested with them. And he can still do it. Or he can take comfort in knowing it is inevitable that Taylor will suffer internally in a couple of years and have no one to turn to.

Hall believes outsourcing to Andolov will bring clean results: falling debris on the street, an overdose, a heart attack… The refinement the likes of Andolov have reached in this line of business is unmatched! But Andolov would have this on Axe forever. He could soon ask Ask to invest his money with no fee and later he can ask for money to keep quiet. Whatever, however, and whenever Axe decides, Hall is ready to help. That said, Axe should take into consideration the psychological consequences, the weight, even if he decides to go in-house with pest control. While Axe is making his decision, Hall will add extra security for Lara and the boys in a way they will not see it.

As Axe passes Andolov’s offer, he gets his early notice from the Russian that he is taking his money to Taylor because he cannot trust his money with a man who will not kill for it. And he reminds Axe that if whatever Axe will do to Taylor hurts Andolov, they will meet again.

While Wendy has recommended Axe patience, she is about to lose her own patience with Taylor. Well, it is one thing Taylor has used her empathy for them to get on the raise team, and it is another when Taylor makes her an offer for her own sake because a fresh start would be good for Wendy after her fuck-ups!

“Fuck you.”

Taylor may need their employees to be tuned and upgraded like the software, but they need to find the solution somewhere else. And while I agree with Wendy there are things more important than money, I also give credit to Taylor that this has not been the practice at Axe Capital for a while.

We see the importance lasting relationships, true loyalty and real trust have when Chuck arrives at his meeting with Epstein. While Chuck is there to put the final nail into Jeffcoat’s coffin, he ends up attending his own funeral at the SDNY. It turns out Bryan and Dake are merciless after all, and wait, they may have a point. Yes, Chuck has been doing THIS for the right reasons but what about all the wrong he has done in the past? Come to think of it, even a broken clock is right two times a day!

So Bryan gets Chuck’s post (interim but still…) with a move that tells me Chuck has taught him well: Anything is legitimate if you want to get justice! 😀 Epstein is now moving to DC to serve as the Deputy AG. Kate, thanks to the heads-up Bryan has given her about her texts with her FBI guy, is keeping her position. Dake? He got to watch all this!

It is beyond ironic that Chuck has lost his job over a move he has been doing for the right reasons for the first time in quite a while! As Chuck tells the AG that the smile on his face will not stay there for long, he hears from Bryan the exact same words he has said to Bryan only a few episodes ago.

“Drop your credentials at the desk, and get the fuck out of here.”


My first hunch, when  Oscar arrives at Taylor Mason Capital with a $500M check, is that he and Taylor will get back together. But while Oscar is happy to invest in the fund because he believes in Taylor’s talents, he cannot open himself to Taylor after “what they have done.” WOW. It seems to me that when they told Oscar about Axe buying 50% of Peyton’s Breen’s company in Season 3 Episode 10 Redemption, Taylor did not put the blame on Axe but instead took the responsibility for their actions: that they put business before relationship and shared the information with Axe.

As Axe is looking at Atlantis, ahem Axe Capital, he calls Wendy who has changed her recommendation about what to do about Taylor after their recent encounter at the garage!

“Fuck them over.”

“Different from look inward.”

Well, I highly recommend Taylor to talk to Chuck Senior about what happens to those that mess with Wendy!

Simpler times at Chez Rhoades exactly like the days Wendy tells Wags that she misses in Season 3 Episode 5 Flaw in the Deathstar… So maybe it is time to enjoy it over a bottle of wine with an old friend.

“Wendy asked… I said I am no longer the US attorney so there is no conflict. And I have nothing against the guy. Not anymore.”

“I said much the same.”

One question Billions constantly explores is what drives people like Axe and Chuck. Look at them! It is not power. It is not money. It is certainly the love of the game. Both men are already excited about their next move and I can feel the adrenaline flowing in Axe’s veins as Wendy suggests he should share his plan with Chuck.

Let the brainstorming begin. Given what this trio has accomplished the last time they sat together at a table, they are starting to write the game for the next season here and now! And we all know “We’re Gonna Have a Real Good Time Together” in Season 4. The wait may be long but… WORTH IT!

Author: Damianista

Academic, Traveler, Blogger, Runner, Theatre Lover, Wine Snob, Part-time New Yorker, and Walking Damian Lewis Encyclopedia :D Procrastinated about a fan's diary on Damian Lewis for a while and the rest is history!

24 thoughts on “Billions on Showtime, Season 3 Episode 12: Elmsley Count”

  1. Wow! That was quite a finale. They covered a lot of territory in just one hour. I must confess that the first few minutes were confusing for me and I was thinking I wouldn’t like it. Changed my mind quickly, although all through the epi I kept thinking, “Please don’t let Axe be in a hot seat as he was at the endings of the first two season”, However I was not disappointed and we got the pleasant ending Damian had promised in one of his interviews. I can honestly say this was the first time in 3 seasons that I really liked Wendy. Taylor’s actions did not surprised me. Remembering Axe’s comment about not being human, well I never thought Taylor was. The lack of emotion in that character was always off putting to me. I had sort of been hoping Taylor would vanish at the end of this season. No luck on that obviously. Looks like the door is open for Grigor to return next year, which would be great.
    The only ones I would have liked to have seen this epi were Lara and Dollar Bill. Final thought, it ended with music I liked and that almost never happened, since most of the music in the entire series is of no interest to me. (Except for Bo Jangles and Cash’s Legend in My Own Time.) Now, how do I endure about 9 months without a Ginger fix?

    1. I loved, loved, LOVED this episode! The show loves symmetries, and the way they show us how the two leads are facing “palace coup” in their respective domains is brilliant!

      I respectfully disagree about Taylor. I think Axe has dismissed them long enough that they decided to part their ways with Axe. That said, Wendy is right they are young and experienced, and a bit too arrogant and they may at some point hit a wall and have no one to turn to. I don’t think Taylor is going anywhere. The show is becoming more of an ensemble act, and Taylor, I think is now one of the four leads along with Axe, Chuck and Wendy.

      If Grigor returns, it could be for revenge – YIKES!

      Damian has shot Run This Town (but he does not look like himself) and will shoot Once Upon a Time in Hollywood. I don’t know when the shoot will take place but we will probably get set photos, etc. They will start shooting Billions again in September this year. So I think we will go back to Billions, Homeland, Wolf Hall and all to get the fix and keep the conversation alive here on Fan Fun about the ginger prince!

  2. I actually really loved this episode. I had almost given up on this show but now I’m interested in seeing Axe and Chuck face off against new enemies. While I’m rooting for Chuck, at least against Jeffcoat but not against Connerty, I will say I am rooting against Axe and Wendy. My favorite scene of the season was watching Taylor stick it to Wendy. She’s self-righteous and annoying. She’s also a liar and no one ever calls her out when she’s manipulative and conniving. I always found it problematic that Wendy always gets credit when things go right but none of the blame when things go wrong. Things at Axe Capital did fall apart and she was one of the reasons that happened. I noticed she couldn’t say much when Taylor brought that up and immediately started to manipulate Axe into getting revenge instead of telling him that maybe that’s not the best thing to do at this point. I keep saying this but I think Wendy is part of the problem for both Chuck and Axe. After almost 20 years, you really should need a performance coach anymore. Wendy and Axe’s relationship is toxic and co-dependent. He would rather spend his evenings with her an his former nemesis than going back home to his own family.

    Taylor has to know who they are getting involved with. They know the Russian is a murderous thug yet they are willing to go to him to double cross Axe. Did she figure that Axe would turn down the Russian’s offer and then the Russian would come to her and provide protection? They are playing a dangerous game and hope they are ready for it. I’m rooting for them if only because I’m tired of Axe’s b.s. I’ve said this before but I’ll say it again. If this show is nothing but Axe and Chuck suffering indignities and loses from here on out, I’m okay with it.

    I wonder how and why Sacker decided to flip? Maybe she saw Chuck losing so she decided to go with the winning team. As she said, she’s a political animal. Also, I wonder what Dake said to make Bryan change his mind? Also, I wonder how long Epstein was in on this? That storyline happened so quickly. I wasn’t surprised about how it ended but I would have liked them to flesh it out some more. Overall, I’m happy with how both stories ended and I’m excited for next season.

    1. Thanks for reading!

      I agree that Taylor was absolutely right to part ways and most of which they tell Wendy in the garage is true. Even though I agree with Wendy that lasting relationships, loyalty and trust are the most important things in business, I don’t think this has been the practice at Axe Capital for a long time. That said, we have seen what happens to people that mess with Wendy! 🙂 Taylor should go and talk to Chuck Senior. And I also agree with Wendy that Taylor is young and inexperienced, and they will hit a wall at some point and will have no one to turn to. Besides, they have taken a huge risk by getting involved with Andolov. Knowing how much they despised him and did not want to have his money for Axe Capital, I think Taylor was desperate to get involved with him to have an “ice breaker” for their fund. But the man only keeps money with people who will kill for it. YIKES! The coalitions as well as the war in Season 4 will be EPIC.

      Bryan had access to texts between Sacker and her FBI guy in which she was telling him that the boss would be happy if he could help them with Ashley Cutler. So Bryan sort of forced Sacker to flip. I think Dake and Bryan took the 8am Acela to DC to let the AG know about Ashley Cutler. And while Chuck and Epstein thought Jeffcoat could go to Epstein or Chuck, they did not think he would do both. I think the AG’s offer was too sweet for Epstein to turn down 😀 I love the symmetries in this show, and LOVED how both proteges have ended up doing “Palace Coup” against the former mentors. And the mentors have practically asked for what happened and it’s now time to regroup and brainstorm 😀 Can’t wait!

  3. Even though I had the pleasure of seeing the episode with you on Thursday, it was still exciting to watch again. And, as always, I’m glad you linked a few of the references that I didn’t get (the tortious interference ) was one.

    Am was also so happy that you didn’t have to pull an all nighter, and that the recap was in my in-box shortly after 10:00 PM, as your recap is the first I ready all season.

    Do we really have to wait until next year for our Billions fix?

    1. Thank you! Yes, no all-nighter for me, and I even had a glass of wine with the episode! I only had to grab a few screenshots and I was done! You saw me taking notes like crazy at the screening, didn’t you? 😀 David Costabile said they would again start shooting in September, and given that, unlike Homeland, Billions usually airs after they finalize the shoot, I would say we need to wait until March or so.

  4. Even I, a Billions agnostic, enjoyed this episode without reservation. There is no going back now. Everyone is slimed, compromised. The old alliances are broken; a new powerful Triumvirate is born. And all are righteous.
    Taylor’s scene with Grigor was well played. Seeing her allow Axe to use his platform at the Cap Intro Day primarily to present her …. astounding turn for her!
    I thought Senior’s advice to Chuck was solid but I did wonder why Junior would trust a verbal agreement with Jeffcoat. How devastating when all was revealed. So Machiavellian.
    I loved Taylor called “bullshit” when Wendy said it was not about money – just recently she advised (Ben? Taylor?) that was all it was about.
    Seems to me”sleeping with the fishes” was misused. Axe seemed to be saying Mafee jumped ship. “Sleeping etc” means you’re literally dead.
    How unfair of Oscar! I still don’t think she was slipping Bobby info. She was used by him in a way that was the last straw for her.
    Finally Isn’t it a joy to watch Damian Lewis move? His stance, his walk, his gestures. Nothing wasted.

    1. Yes Notlinda, Damian manages to adopt a set of movement different for each of his roles. The combination of body language and the expressions in his eyes is fascinating. He can go from sweet and endearing to furious and even manic in mere seconds. I’ve always found that when I watch each performance over and over I see more nuances unique to him each time.

      1. Hey Connie – I’ve wanted to ask you as fangirl emeritus and I as Brody-widow the 2nd (Damianista is 1st) if you found Brody as a special performance? Or is he another fabulous performance by your favorite actor? Your favorite is Winters in BoB, I believe.

        1. I always thoughts his performance as Major Winters was in a class by itself, for a number of reasons. Yes, Brody was special and one of the reasons was because you could sympathize with him, even as he was killing 2 or 3 other characters. Somehow that was also true of Soames Forsyte, who was sometimes unbearable, but sometimes truly sad. As I have said I think, as wife (now widow, I hate that word) of a career soldier, I related much more to Homeland than to Billions. It is doubtful I would be attracted to Billions if Damian wasn’t in it. But the most extraordinary performance for me will always be William Keane, a real masterpiece.

          1. Damian’s performance in Keane has blown my mind; no wonder that performance gave us Brody who changed my life. I think many people would take Homeland over Billions mainly because of subject matter. I am still watching Homeland and think Season 7 was the strongest since Damian left the show.

    2. Thanks for reading! This could be my all-time fave Billions episode from the opening to closing credits!

      I think a verbal agreement was OK with Chuck since he was asking for all those just to show Jeffcoat that he had his reasons to help him. At the end of the day, he would get the guy with the tape recording. But it all went downhill since it seems Dake and Bryan went to Jeffcoat and told him that Chuck was out there to get him. So interesting Bryan got Chuck using a method Chuck would use. He learnt from the best 🙂

      Taylor was right when they called Wendy’s bullshit. That said, I think Wendy is right about them being young and inexperienced and they will hit a wall at some point. I think even if they did not slip Bobby information, I think they believe they subconsciously did it to save Axe Capital. At least, it seems to me, they took responsibility for their actions and did not tell Oscar that they shared the information in a friendly manner and Axe used it to save the business.

      Well, aren’t we all here because it is a joy to watch Damian move? 😀

  5. Really, just WOW. How are they going to get out of this? I can only think of killing Andolov. But I’m sure the writers have something more intriguing in mind. Perfect episode, every scene. Love the good guys, love the bad. Never saw the next turn coming.
    Great recap D. and the comments are always food for thought. How great was seeing Axe, Chuck and Wendy end the season plotting.
    Sidenote = Taylor (Asia) is co-starring in Keanu’s “John Wick 3.” They were filming in Grand Central Station the other day. I unfortunately wasn’t able to go. Hoping they’ll have to do some re-shoots.

    1. Thank you for reading, Joyce! The season finale could be my all-time favorite Billions episode! The ending was a killer! The show has the best writers and the best cast. Brilliant!

      Heard about Asia being on John Wick 3. They are going places for sure!

  6. My comment and your reply just popped up. Sorry, my computer must be funky.
    I think I agree with you that it is also my all-time favorite. What an honor to have seen them in interviews. You can feel them inside you. Fabulous.

  7. Anyone know what jacket that Bobby is wearing as they enter citifield on season 3 episode 12.. my husband loved it!

    1. Unfortunately not. But there is a website called The Take where they tell you what actors are wearing from clothing to accessories and give you the original product as well as more affordable versions of it. Try it!

  8. Thanks for review Damiansta.
    How could have Bryan and Dake taken it forward if their first hunch was Chuck covering Cutler for Jock? What would have been their modus operandi? What play would have given them upper hand as Chuck is trying to help the big boss who has all the sway. Bryan and Dake could have confronted Chuck with info. But that is not going to help them. Would appreciate your game theory insight in here.

    1. Thanks for reading! We already know what Bryan’s first move was with the original hunch: He confronted Kate, presented the texts she exchanged with her FBI guy about Chuck’s special operation about Cutler, and forced her to cooperate. Then he learnt from Kate that Chuck was not doing what Bryan thought he was doing… So Bryan’s plan was to secure Kate’s cooperation first so they someone in the office that could help them with taking Chuck down.

  9. Super recap. You’re right on over calling Taylor’s glee at being invited to the cap raise. Still think Taylor and Axe are in cahoots over toppling Andolov? Hehe.

    I’m sure the show runners love that you agree with their writing. 🙂

    1. Thank you! I was very confused about them being genuinely very happy, their eyes lit up, when Axe put them back on the cap raise team. It all became clear when Axe took the stand and introduced Taylor as THE ONE who has kept Axe Capital ahead of all other shops. The way Taylor used Wendy’s empathy for them to get there was brilliant as well.

      I love the writing on the show and I love writing on the show even more 😀 And they have just rebooted the show in a way that can make Season 4 a whole different game. By the end of Season 2, I knew Wendy’s short would be the key and that the three of them would work together at some point. By the end of Season 3, I cannot see anything. The possibilities are endless. Wonderful!

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