Quality of Life

**Quality of Life** is the name of the tenth episode of the Season 1 of Billions. The episode was written by Willie Reale and directed by Karyn Kusama.

## Plot Summary

The death of a member of the Axe Capital family forces both Axe and Wendy to do some soul searching, while creating a devastating setback for Chuck. Much to the dismay of the Southern District, they take another loss when an insider trading case is dismissed by a corrupt judge. In a brilliant counter move, Chuck enlists Lonnie Watley to expose the judge, while greasing the rails for a future move. Axe takes his revenge on some of his defecting employees.

## Plot

Bryan sits at his desk, Donnie's blood still on his white dress shirt, as every member of the Attorney General's office waits tensely for an update. Chuck enters the office, and all attention falls to him. He reminisces about how, in his youth, he was being groomed to become a chess grand master. Chuck states that he was good, but had one fatal flaw; whenever he felt he was facing an "unworthy" opponent, a rage would come over him. Usually his judgement of who was unworthy wasn't just about skill level, but about whether or not the person had disrespected him. But once someone fell into that category, he would abandon all his prior restraint and focus on strategy and just become completely consumed by rage. Chuck states this was usually how he lost. His attempt to show-off and embarrass his opponent would fail and he would be left bathed in defeat and humiliation.

Chuck states it is only a matter of time till Donnie dies. He says he realizes where things have gone wrong; While they believed Donnie had flipped, Bobby had used Donnie to feed them all sorts of information of his crimes knowing full well that Donnie would never live to testify against him. Chuck tells the group that, for this reason, they must be doubtful of everything Donnie has told them now, including the information about FDA agent Glenn Gilmartin. Chuck apologizes for failing his team, and says that Adam DeGiulio will be arriving soon to most likely transfer this case to another District. While he continues his attempt to console his team, Adam does arrive, and takes Chuck away with him to speak privately.

The rest of the episode proceeds in flashbacks, returning to the present, where a funeral for Donnie is occurring, briefly at times.

Bobby and Lara are at the hospital waiting on information about Donnie. In his mind, Bobby flashbacks to when he first recognized something was wrong with Donnie. The moment Donnie was so lost in thought, he didn't leave with his peers when everyone else stood up from the conference table at the end of a meeting. Axe finds Donnie washing his face in the bathroom and Donnie confirms that he has cancer. Bobby asks to know Donnie's chances of beating it, but Donnie says the type of pancreatic cancer he has cannot be treated, only delayed. Axe doesn't accept this, and tells Donnie to meet with Ari Gilbert, one of the top oncologists out there and that he will see to it that Donnie receives world class treatment. Donnie is hesitant to accept such a costly offer, but Axe tells Donnie that he is like family, and this is how he takes care of his people. Before leaving, Axe tells Donnie to meet him at the end of the workday as he has an idea he wants to run by him.

In this flashback, Bobby asks Donnie if he has enough money set aside for his family. Donnie admits that after the divorce, he felt so guilty for embracing his homosexuality and hurting his ex-wife Karen that he gave her everything and started back at zero. Donnie said the next ten years was when he'd planned to setup the funds his family would need, but then the cancer struck. Axe tells Donnie he has a plan, that if Donnie is willing, his family will get $40 million dollars, but the problem is it won't be strictly legal and the remainder of time that Donnie has left on earth will mostly belong to Axe. Donnie says his only request is that he doesn't spend a single day in jail with what time he has left, but Axe tells him to leave those concerns for their lawyers. Returning to the present, Walter, Donnie's husband, meets with Lara and Bobby in the lobby and informs them that Donnie has passed away. A funeral is held with family, friends, and coworkers in attendance.

Chuck Rhoades has his meeting with Adam who informs him that the Attorney General has transferred the Axelrod case to the Eastern District. Chuck questions what her true motivations are for doing so as the Attorney General is apparently planning a senate run soon, but Adam tells Chuck to accept the fact that he screwed up. He tells Chuck to play ball or else the President will accept, without hesitation, the Attorney General's recommendation to fire Chuck. Recognizing defeat, Chuck tells Adam to set aside this topic as he wanted to discuss another matter with him, and the two agree to take a walk.

At the funeral, Wendy consoles Walter, but then curses when she sees Chuck has decided to sneak in. Chuck wants to take a seat as the speeches are about to start, but Wendy questions what he is doing here. Chuck states he only wants to pay his respects, but Wendy wants him to leave, reminding him that if he had kept his word on recusing himself, he wouldn't have been close enough to Donnie to feel the need to pay his respects. Outraged that his wife is kicking him out, Chuck makes a beeline for Axelrod and extends his hand. Axe hesitates for a long moment, but decides to shake it. Chuck tells Bobby "its a real loss", to which Bobby agrees with him and says "it is, for both of us". Chuck leaves, but his departure is overshadowed by the arrival of Carol, Channing, and the other traitors who ran out on Axe Capital with valuable intel.

In another flashback, Wags states the traitors hope Axe is too distracted by Donnie's death to focus on them, but Axe tells Wags and Orrin to proceed in informing him about the group. Wags explains their business, Ionosphere Fund, has set up shop downtown and at present they have raised $200 million, 1/5 of which is their own money. Axe questions where it is coming from, and when presented with their client list, realizes they are stealing people from him. Orrin says he could block the funds, as each of the traitors signed non-competes, but with Axe's public profile so fragile right now, Orris says it's best they not go that route and put Bobby's name in the newspapers again. Bobby agrees and excuses himself to go to breakfast.

At Maialino, an expensive Italian restaurant, Axe invites several of Ionospheres major investors. He ups his charm and offers generous terms on investment into his own fund if they pull out of Ionosphere, but the investors say they cannot. Back at the present, we see "Dollar Bill" Stearn sharing a flask with Wags at the funeral as the speech continues. In a flashback, Orrin, defending Stearn, presents his defense before Judge Wilcox. Orrin claims Stearn provided much needed medical care to a desperate man's daughter out of sympathy after meeting the father, Clayton Grunwald. He presents the photograph to Wilcox of Christina as a little girl to stir up sympathy, and presses forward that Stearn had no idea that any charity of his would provide alleged inside information. He tells the judge not to put altruism on trial.

In opposition are Bryan Connerty and Kate Sacker. Bryan tells the judge they will prove Stearn was purely interested in insider information and gave the Grunwald's $211,000 dollars in exchange for making a profit at Axe Capital of $89 million dollars. He states the fairness of the financial markets is on trial, not altruism. Judge Wilcox believes there is too much doubt as to what was in Stearn's heart, and so declares a dismissal of all charges. Bryan attempts to protest, but Judge Wilcox says the energy of the Southern District would be better spent not focusing on Chuck's petty feuds. Stearn is free to go and both him and Orrin rise from their chair triumphantly and hug.

Chuck is dismayed, but lets the team know he is conjuring a plan. Bryan and Kate believe they should get started on transferring their case files on Axelrod to the Eastern District, but Chuck tells them to enjoy the day off, and the two leave together. Mafee attempts to flirt with Axe's secretary, Deb Kawi, but the attempt is interrupted by the arrival of a friend. "Dollar Bill" Stearn returns to Axe Capital to cheering and applause as everyone chants "Keyser". Axe cuts the fanfare short and shouts for Stearn to enter his office and demands that he close the door. Stearn is alarmed by the hostility, but when Bobby tells him to pretend the two are fighting, he plays along. From outside the office, it looks like Axe is firing Stearn and things are getting heated. The truth though is that Axe is catching Stearn up on the Ionosphere matter and, by giving the appearance of firing Stearn, enlisting him to infiltrate the traitors offices. Stearn is happy to oblige and makes a convincing departure as the two have a shoving match and he tells Bobby to fuck off loudly before leaving. Returning to present day at the funeral, Mafee and Deb hold hands during a moment of silence for Donnie.

At the same time, Chuck is meeting with Lonnie for an update on his investigation into Wilcox. Lonnie reveals that according to his sentencing history, Wilcox makes a sudden shift 7 years ago and becomes the harshest judge in the circuit. Problem is, he is only being hard on minorities, Caucasian defendants seem to always get off on lighter sentences for the same crimes. Further digging has yielded that Wilcox joined an investment group that has a holding in Baldinger Prison Systems, a privatized for-profit prison system. As this prison system company makes $17,000 per prisoner, Chuck and Lonnie agree that Wilcox is increasing the value of his investment at the expense of people who cannot afford to appeal. Chuck tells Lonnie that when this is over, he is going to take him back from the Eastern District to come work with him again, and Lonnie looks relieved.

Bryan escorts Kate home and the two have a seat and attempt small talk. Before they get too far, the obvious chemistry takes over and the two begin to makeout after Kate initiates. Bryan ends up staying the night and they wake up in bed together in the morning after a night of passion. At the funeral, a portrait of Donnie is buried under the autumn leaves by each of the funeral participants. It was Donnie's request that they do so for him and think of something good they want to have happen in their life that isn't related to the world of finance.

When Chuck returns home, he finds his father waiting for him. Chuck Sr. presents his sons "indian head penny collection" which he discovered while doing some house cleaning. Chuck questions the real motives behind his fathers visit, so Chuck Sr. decides to let it all out. He tells his son to shape up as the newspapers and his bosses are coming down on him hard. Chuck asks his father what he would have him do, and Chuck Sr. says its best that he lay low. He should take a year off and move to their Mount Kisko farm, away from it all with Wendy and the kids, maybe even write a book. He tells his son that a year is all he needs to establish residency in the district, and Chuck realizes his father wants him to make a play for Patrick Esposito's congressional seat, which would be up for grabs in a years time. Chuck resents the idea of becoming a congressman as he considers those that occupy the position to, more often then not, be unworthy individuals who "don't even believe in science". Chuck Sr. emphasizes to his son that his options are limited now that his pursuit of Axelord has failed, but Chuck doesn't wanna hear it. He storms off telling his father he finds it insulting to hear him say "I told you so" and that he refuses to accept his fathers plan to retreat.

Carly is thrilled with their new firms progress. They made $4 million dollars on a trade involving DKA and are up 2% in just their first week in business. Channing says he got a solid tip for the trade and introduces "Dollar Bill" Stearn to his peers. Stearn is welcomed with open arms and he discusses how furious he is that Axe fired him in front of everyone after he kept his mouth to the prosecutors. They offer him a position, but Stearn declines, citing that he is on a non-compete, but once its up in a year, they will talk about him joining Ionosphere. In the meantime, he offers them another tip. He says that Penn Consol's stock has been rising on rumors of a takeover. Stearn says that there is a bidding war going on behind the scenes, and when the group questions how good the information is, he tells them he "is not uncertain". The group celebrates as they know this phrase well; its a sure thing.

Chuck enters the office of Judge Wilcox and declines a seat as he says what they have to discuss won't take long. Wilcox, already reading into Chuck's combative stance, says his judgement on the Stearn case is final, but Chuck says he is more interested in discussing Daquan Forrester with him. A first time offender caught up in dealing pot who was given 15 years in prison before he could even finish his last year of high school. Chuck brings up others, but Wilcox says exploring this won't do him any good, as many of those same cases Chuck brings up are ones that Chuck's own office prosecuted. Chuck says the blowback on him will be nothing compared to what Wilcox will face when he is labeled as both a racist and profiteer. Chuck makes it clear he can make the connection between Wilcox, Baldinger Prison Systems, and the offshore accounts where he hides the money. Wilcox asks Chuck what he wants, and Chuck tells him to resign immediately for "undisclosed personal reasons". He tells Wilcox he is free to go in the private sector and that there will be no prosecution from his offices if he agrees to the terms. Wilcox agrees, knowing the only other option is with the FBI coming for him.

Wendy visits Walter to offer aid and brings food. Walter and Donnie were involved in a massive secret santa project for children and it is all on his shoulders now. He tells Wendy that he is thankful for the offer, but Lara is already coming to assist him. Walter thanks her for maintaining Donnie's privacy regarding the cancer. He says it can't have been easy for her given she is in the middle of Axe and Chuck. The conversation leads Wendy to believe though that others were aware of Donnie's cancer diagnosis, but before she can press the matter, Lara arrives and tells Wendy that there is a big truck outside and she could use Wendy's help moving the secret santa toys. Lara tells Wendy that Axe Capital is a family, and a family pulls together through times like these. Wendy says she is apart of Axe Capital's family, that more hands are better, and while Lara says to her face that she is a member of their family, Walter tells her that he is fine and doesn't need her help. He thanks her for the casserole and Wendy leaves feeling left out.

Back to the present, Wendy and Axe stand alone overlooking a scenic view at the park where the funeral is happening. Wendy tells Axe its been over a year since their last session and it might be important for them to fix that given recent events. She asks Bobby to come to her office for an appointment, but Bobby doesn't give her an answer and stares out at the view. Wendy feeling the cold shoulder decides to leave him to it.

The next flashback shows Lara and the kids wrapping the secret santa presents back at the Axe residence. Bobby arrives and suggests they leave this work to his interns, but Lara takes him aside and says this a "teachable moment" for the kids. Axe relents and agrees to join them in wrapping the gifts as a family, but Lara keeps him aside and tells him about her run-in with Wendy while at Walter's house. Lara tells Axe that Wendy was probing Walter for information and it is making her question Wendy's continued employment at Axe Capital. Bobby gets the message, but tells Lara that he trusts Wendy, despite later declining a session with her at the funeral.

Judge Wilcox is having a retirement party at the offices and Chuck joins in to congratulate him. Chuck decides to toast Wilcox, something Wilcox is clearly uncomfortable with, and praises the Judge on both his dedication to the pursuit of justice and for being so "industrious". At the end of the toast, Wilcox is dragged away by Lonnie and a troop of FBI agents. Judge Wilcox hates that he's been lied to, but Chuck tells him he kept his word; the Southern District did not prosecute Wilcox, the Eastern district which Lonnie is apart of did. The party goers watch as Wilcox is handcuffed and taken away.

At Ionosphere, the startup is in a panic. They lost 38% of the fund making the trade based on Stearn's latest information. Carly questions if the winds just happened to blow in the other direction by chance or if there was never a takeover being considered for Penn Consol. Channing says it doesn't matter as its all over for them. Just then, Axelrod surprises the group and complements them on how nice their place looks. Realizing that Stearn was working for Axelrod the whole time, the group walk towards Axe as he offers them a lifeboat. Axe tells them he is prepared to seed Ionosphere with $250 million dollars. In exchange, they must agree to sign non-compete clauses, non-solicitation clauses, and enter into a revenue share agreement with Axe Capital where they give him 40% of all earnings. He makes it clear that he will want full transparency on all trades, that his terms will not be broken on a buyout, that the fund will never hold more then $999 million dollars, and that he reserves the right to pull his money from them at any time, effectively destroying their careers if he ever wishes it. Everyone grows more uncomfortable as Axe rattles off the conditions, but Channing immediately agrees to the terms, knowing full well they have no other options. Before Axe leaves, he tells them all to be at Donnie Caan's funeral, or else.

Back at the funeral, Axe makes a speech and everyone gathers. He tells them he dodges most funerals when he can, but he admired Donnie and loved him as a friend. Bryan and Chuck discuss the Wilcox arrest, but Bryan recognizes there is a bigger picture here. He knows Chuck wants to install someone that will be on his side, but that person has to be qualified for the position. It is then that he realizes Chuck intends to install Adam DeGiulio into the position, effectively killing two birds with one stone, as this also means back at the Attorney General's office, someone friendlier to Chuck could be installed to "oversee" Chuck's investigations. Chuck acknowledges that is what he intends, but warns Bryan they both have to ensure that the pieces fall perfectly into place still.

Wendy sits alone and Wags takes notice of her. They both agree they'll miss Donnie, but Wags questions what truly has her so miserable right now. She talks about how bad she feels for Donnie's family, but Wags says they are taken care of as Donnie has left them with $40 million dollars. When Wendy questions this, Wags declares it as "hyperbole" but Wendy still feels uncertain about everything. Meanwhile, Axe walks in on Walter speaking with Dr. Ari Gilbert. Walter thanks the Dr. for doing everything he could to save Donnie, but Dr. Gilbert's face appears uncomfortable, and he just nods and leaves. Axe whispers into Walters ear that the arrangements for his access to Donnie's $40 million are incoming tomorrow and to contact him if there are any issues. Walter thanks him, but Axe says he should be the one thanking them as he took Donnie away from him and the children when Donnie's time on earth was so limited already. Axe grows uncomfortable as Walter tells Lara, who enters the conversation, how Donnie just wanted to make it to one more Christmas for his children, so he could be Santa Claus for them.

A final flashback is made of Donnie being checked on by Dr. Ari Gilbert. As Donnie dresses, Dr. Ari tells Axe, in private, that Donnie has 2-3 months at best. Axe heeds the news, but Dr. Gilbert mentions an experimental clinical trial going on in Pittsburgh that could prolong Donnie's life by up to 6 months. Axe dances around not bringing up the drug trial to Donnie as the clinical trial may prove too "rough" and his quality of life should be better for the remaining time he has. Dr. Gilbert is surprised to hear Axe tell him not to inform his patient of all possible treatment options, but he gets the message as Axe presses the matter, revealing another meaning behind Bobby telling Walter that he took Donnie away from him and his kids.

At the aftermath of the funeral, Axe is alone as everyone else has left the park grounds. He doesn't say a word as he places an autumn leaf on top of Donnie's picture before leaving the park himself.

## Cast

### Starring

* Paul Giamatti as Chuck Rhoades
* Damian Lewis as Bobby Axelrod
* Maggie Siff as Wendy Rhoades
* Malin Åkerman as Lara Axelrod
* Toby Leonard Moore as Bryan Connerty
* David Costabile as Mike Wagner
* Condola Rashad as Kate Sacker

### Guest Starring

* Rob Morrow as Adam DeGiulio
* Jeffrey DeMunn as Chuck Rhoades, Sr.
* Glenn Fleshler as Orrin Bach
* David Cromer as Donnie Caan
* Susan Misner as Terri McCue
* Kelly AuCoin as Dollar Bill Stearn
* Ilfenesh Hadera as Deb Kawi
* Heidi Schreck as Funeral Leader
* Frank Harts as Dale Christo
* Malachi Weir as Lonnie Watley
* Christopher Paul Richards as Dean Axelrod
* Jack Gore as Gordie Axelrod
* Ali Ahn as Carly
* Matthew Humphreys as Walter
* Victor Slezak as Gary Bogard
* Christina Rouner as Investor #1
* Stephen Rowe as Investor #2
* Seth Barrish as Dr. Gilbert
* Anthony Edwards as Whit Wilcox