a16z Podcast

For the Billions of Creatives Out There

Brian Koppelman, Marc Andreessen, and Sonal Chokshi

Posted March 15, 2019

The writer-showrunner is a relatively new phenomenon in TV, as opposed to film, which is still a director-driven enterprise. But what does it mean, as both a creative and a leader, to “showrun” something, whether a TV show… or a startup? Turns out, there are a lot of parallels with the rise of the showrunner and the rise of founder-CEOs, all working (or partnering) within legacy systems. But in the day to day details, really “owning” and showunning something — while also having others participate in it and help bring it to life — involves doing the work, both inside and out.

This special, almost-crossover episode of the a16z Podcast features Billions co-showrunner Brian Koppelman — who also co-wrote movies such as Rounders and Ocean’s 13 with his longtime creative partner David Levien — in conversation with Marc Andreessen (and Sonal Chokshi). The discussion covers everything from managing up — when it comes to executives or investors sharing their “notes” aka “feedback” on your work — to managing down, with one’s team; to managing one’s partners (or co-founders)… and especially managing yourself. How to tame those irrational emotions, that ego?

Ultimately, though, it’s all about unlocking creativity, whether in writing, coding, or other art forms. Because something surprising happened: Instead of TV going the way of music à la Napster with the advent of the internet, we’re seeing the exact opposite — a new era of “visual literature”, a “Golden Age” of television and art. Are artists apprenticing from other artists virtually, learning and figuring out the craft (with some help from the internet, mobile, TV)? And if we really are seeing “the creative explosion of all time”, what does it take to explode our own creativity in our work, to better run the  shows of our lives? All this and more in this episode of the a16z Podcast… as well as some Billions behind-the-scenes (and light spoilers, alerted within!) towards the end.

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a16z Podcast: The Internet of Taste, Streaming Content to Culture with Ted Sarandos and Marc Andreessen

a16z Podcast: The Business of Creativity — Pixar CFO, IPO, and Beyond! with Lawrence Levy and Sonal Chokshi

a16z Podcast: Belief — An Interview with Oprah Winfrey with Ben Horowitz

a16z Podcast: Principles and Algorithms for Work and Life with Ray Dalio, Alex Rampell, and Sonal Chokshi

Show Notes

Brian Koppelman’s background and first film project [1:26]

Balancing the input of others [10:26] and the writing process [14:00]

Getting a movie made [15:20]

Managing the producers of a project and advice for talking to powerful people [19:49]

Shift toward writers being showrunners [31:08], working with a writing team [35:56], and breaking into the business [40:33]

The current golden age of television [43:58]

Koppelman’s decades-long creative partnership [47:20] and how he deals with stress through meditation [52:54]

Discussion of “Billions” [58:46]


Sonal: Hi, everyone. Welcome to the “a16z Podcast.” I’m Sonal. Today we have a unique sort of crossover episode with writer, director, producer, Brian Koppelman — who, with his partner, David Levien, also wrote some of the most popular and still discussed movies like “Ocean’s Thirteen” and “Rounders” — which we’ll also touch on in this episode. But currently, Brian is a co-showrunner with David on “Billions,” which airs on Showtime, and the newest season actually drops this weekend.

The reason I’m calling this a sort of a crossover episode is that Brian also interviewed Marc Andreessen for his podcast “The Moment,” which you can listen to on iTunes and elsewhere — if you wanna hear more of their thoughts on the difference between hallucination and vision, putting your art or products and yourself out into the world, and more. We also put the written Q&A version of that conversation up, if you wanna read it on a16z.com. But they’re two separate conversations, so you don’t have to have listened to either to follow both.

Today’s discussion begins with Marc interviewing Brian, and I jump in in between here and there as well. Starting with the business of creativity and the creativity of business. Then going into how to speak to power, speak to one’s team, speak to co-partners — as well as managing the emotions and ego around all that. And finally, ending on some specific moments about “Billions” the show, in the last 10 minutes, where I’ll signal a light spoiler alert warning beforehand.

We’re here to talk about the business and making of film and TV, and startups, and tech, and the parallels and whatnot. Take it from the top, Marc.

Getting started as a writer

Marc: Fantastic. So, Brian, thank you for doing this. So, I’ve always been fascinated — I’m deeply fascinated by the process of creative expression and success, you know, for sure in technology, and we think of what we do up here as fundamentally trying to find the most creative entrepreneurs and trying to help them build, you know, enormous — both creative and professional and business success around what they do. And it struck me for a long time that there are a lot of similarities between how the Valley works and tech works, and how entertainment works — film, television, other forms of entertainment — works.

There’s big similarities. There’s also some big differences which hopefully we’ll talk about. You know, <inaudible> has obviously been super successful across both film and television for a long time, and even before that in music, but I wanna focus on film and television. Let’s start with this — what was the first project that you, and I think it was you and your partner, David — the first project that you and David were responsible for creating, selling, and making?

Brian: It was “Rounders,” for which we wrote the screenplay. And today, there are people online arguing about that movie, which is incredibly satisfying, because, as you know, when you make these bets, it takes a long time to know if you were right very often. And “Rounders” was rejected — it was incredibly difficult, the movie wasn’t a big box office hit. But 21 years later, people are in ferocious online arguments about the most microscopic moments in the film, which back then, of course, I would’ve said two things. I would’ve said, we were trying to make a movie —.write a movie that would have the effect on people that movies like “Diner” had on us, which is that we would watch them over and over again and quote them. And so the fact that that happened is really rewarding, and it was kind of in our minds. But when we set out to do that, we knew that there was only a needle in a haystack chance of success.

The doing it — we knew right from the beginning, and I think this is something that has been really important to our ability to continue to do this work — David and me, for this long — is, from the beginning, it was only about us getting in a room, or going separately in our individual rooms before we would come back together. And doing the work itself, trusting that if we found a way to do the work itself well enough, some rewards would come. Some have been really delayed rewards, and some have been much quicker. We never seem to know which it’s gonna be.

Marc: So, let’s start with, for people who haven’t — for our listeners who haven’t seen “Rounders” maybe a thumbnail description of “Rounders”.

Brian: “Rounders” is a movie set in the poker underground of New York, and Matt Damon and Edward Norton and John Malkovich are the stars of the movie, John Turturro. And it’s about a character who’s faced with a life decision, which is, is he gonna pursue his passion — this thing that he believes he’s great at, even though he’s had setbacks, and in fact these setbacks have threatened his stable life. And so, he’s at a point where he has to choose— the stable traditional road, or the road that his heart is telling him to pursue. And that’s the central question. I mean, the movie has a lot of, sort of, heightened dramatic — you know, you wanna choose a heightened dramatic construct in which to hide the theme, because the last thing you wanna do — if you wanted to talk about the themes, you know, be <inaudible> and just write essays. If you’re gonna tell it in a fictional construct, make that construct compelling, so that only later people are wondering and feel what the themes are.

Sonal: Show versus tell, kind of thing.

Marc: So when you say that you do the work, like, what was the “do the work” part of “Rounders” for you and David?

Brian: First it was about researching. So I walked into a poker club one night, heard the way that people spoke, saw what it looked like, and immediately recognized, “Nobody has made a movie about this. I can’t believe this exists, this should be a movie.” I called Dave. He said, “That’s great. Who are the people in the world that we’re gonna write about? Who are the characters? Who are we gonna care about?” So we started going to this poker club, most every night, taking notes surreptitiously. And then, at a certain point, we felt we had enough of those notes. We started really figuring out what the character’s question would be, who the character would be, what the important relationships would be in his life.

And then we had to — so then we started outlining it, and then we had to just decide, “Okay. Starting tomorrow, we’re gonna meet every morning.” One mistake I see people make when they decide they have to do some kind of artistic work, is they think it means they have to grab that identity so hard that it has to shut out the rest of their identity. But what I found was, you don’t have to do that. I didn’t want to put all the pressure on myself of quitting my job and saying, “I need a beret and an easel and I’m an artist, so that’s all I can have.”

Marc: So, what was your job at the time?

Brian: I was working as an executive in the music business. David was bartending. And so what we do is, when he would come off bartending he would sleep a couple of hours and I would get up extra early and when we would meet in a storage locker underneath my apartment that had a slop sink in it, because it was like an institutional little room. Had barely room for both of us to sit. I sat on the floor a lot of the time. And we met everyday for two hours in the morning to write the script.

Merc: And this was purely on spec?

Brian: Completely on spec. In fact, this is — I think a piece of this puzzle that I never told before, which is that when we had the idea, David met a young producer, and told them the idea and the producer offered us $5,000 and said, “For five grand, I’ll be your partner. I’ll give you five grand, but then we’re gonna share, and if we sell it we’re gonna share in the writer’s fee, and I’m gonna be your partner on the thing.” And we were tempted because it represented, “Hey, wait, someone is paying me to write. We’re professionals.” But we asked some advice — a woman named Rachael Horovitz, who was at Fine Line. She happens to be the sister of Adam Horovitz of the Beastie Boys.

Sonal: That’s awesome.

Brian: Rachel was a great executive, and I knew somebody who knew her, and we went and met with her and said, “What should we do? Someone is willing to pay us $5,000.” And she said, “I don’t need to hear the idea, but if someone is willing to pay you guys who have no credits $5,000 now, write the thing and you’ll have a much better chance of success.” And we’ve taken that lesson to heart, still to this day, to write unencumbered. We like to go in a room and let our idea come to fruition fully, let ourselves — let us work out all of the complicated parts of it without outside interference.

Marc: So let me ask, because a lot of professional — one of the adages, I think, of professional writers is, never write for free. If you write for free, you’re a sucker. You’re being…

Brian: Well, that was like Samuel Johnson said that, right?

Marc: Yeah. You’re a sucker or you’re being taken advantage of, right? Never write — you know, a doctor wouldn’t do surgery for free, a pilot wouldn’t fly a plane for free, writers shouldn’t write for free. And I know you’re not writing for free, per se, but, like, there’s an element of this of, like — like, it feels like a lot of your peers need the deal before they’ll write, is that right?

Brian: Well, but it depends where you put EV, right? You know, right…

Sonal: The expected value.

Brian: Right. Where do you put the EV? By the way, look, the way I view the need for personal expression. I actually completely disagree with that quote. I understand what the quote is, it’s talking about don’t be taken advantage of — and it’s also kind of making fun of the artistic impulse. It’s saying, “Are you a professional or not?” But I would assert you can be a professional — you can act like a professional before you’re paid as a professional. It depends how you’re gonna approach it, and it depends on what your expectations are. But our expected value, even though it might have been foolhardy to think so, was that there would be something on the other side of it. And I’ll say this, the expected value of not doing the work is zero. Like, there’s no question about the EV of just thinking I’d like to write and not writing.

Marc: Well, if you had shown up, and if you guys had just gone and tried to pitch, tried to get an agent — at that stage of your careers, would you have been able to do the project?

Brian: No, probably not, other than someone would’ve paid us five grand. But then later we did make the mistake of pitching at various times, and, I mean, occasionally a pitch has become a movie for us. But for whatever reason, we’ve found that our strongest work is done in private, and then we take it out and show the world, and that’s — for us, we find that when you pitch an idea. As you know, when someone comes to pitch you, you’re entering into a dialogue about this endeavor. And inevitably, what we found is, a smart person would say something in the room — because let’s assume for a moment that the people across the desk aren’t idiots. Someone says something smart. You can’t help but have that in your head when you’re then going to do the work. And that might be a smart thing, but it really might not be the right thing, because maybe I’ve only explained this feeling that I have about what this thing could be. Maybe I’ve explained it in a way the best I could at that moment, but left to my own, it would take all sorts of different turns, but I have that phrase that the person uttered to me, and I have to keep returning to that for some reason because I’ve already let them inside this process.

Sonal: I have a question about this though, because, you know, when we go back to this idea of — you have the confidence to do this in private and then put it out into the world — and even with “The Rounders” there was sort of a long staying power that came about with that. It wasn’t, like, an instant, like, box office hit in one weekend.

Brian: That’s right.

Sonal: What’s the timeframe that you sort of, A, gauge the success, and B, how do you sort of balance the sort of impetus from executives and other people in your life who care, who are producing and paying for these products, with sort of keeping the creative process intact without over-rotating on data?

Working collaboratively

Brian: So, let me back up to answer that question. I have to tell you where I was before we wrote the first thing, and where I was was in a pretty decent state of misery. Because, although I had a job that was well-paying, and on the surface seemed creative — and although I was lucky enough — even having Amy and then our first child was not a salve for the way I was feeling. Which was, like, I wasn’t doing this thing that I knew I had to pursue. I wasn’t doing the work, I was blocked. And I have this notion that when you’re a blocked person, when you allow this creative impulse to be kept down, it dies. And like any other kind of death there’s toxicity that’s attached to that.

And the toxicity I knew would leach out, and would actually, you know, leach onto the people that I loved because I would become a bitter person. And I want to be the kind of person who would come home and tell my kids that they should chase their dreams with rigor. You know, people often just think of it as a relic of the ’60s and it’s like, “Hey, pursue your dreams. Do your thing.” But it’s like, “Well, wait. If you have a dream, work with incredible rigor and discipline to pursue it.” And so, I finally got to the place where I knew — and it wasn’t about, “Can I have a movie in the movie theaters?” What it was about was, “Can I find a way to have the courage to do the work that I’m worried I’ll fail at, the work that I think is gonna be meaningful?” And so, I decided to follow my curiosity and my obsessions.

And it’s not merely following your passion. What it is, is figuring out — if I’m obsessed, I’m incredibly curious — if I can get to the root of that and I can somehow create something out of it that is worthy. First of all, in the doing, I will change and become better. So, to answer your question about success. The moment that I was in there for two hours a day, I was charged the rest of the day. So the job that had seemed mundane and bitter, and sort of annoying to me, was much easier to get through, because I had spent two hours already firing on all cylinders. And so, that in the beginning — and of course, along a career, you can hold onto those things and you can let them go. Because we’re all human, which means that we’re all prey to — we can all fall prey to being judged by a standard that isn’t our own, and we have to find a way to remind ourselves that our own standard is the standard that matters.

So, of course, I’m not gonna say that the whole time I’ve been doing this I only cared about what I felt like when I was doing the work. I will say that each time I have reframed and refocused, to remember that what matters is what I feel like when I’m doing the work, it immediately makes me feel better, and that I immediately don’t care about the rest of that stuff. Easier to say — you might think [it’s] easier to say, because we’ve had this success, but I know I can point to a movie like “Solitary Man” which was a commercial failure, but I mean — it made its money back, but it was not a big commercial success. But I know it’s the best movie we ever made. It got these incredible reviews, so — I wasn’t crazy.

That’s how I know — you know, this question that I’m really interested in is delusion vs genius, or delusion vs capability — but I wouldn’t change anything of the four-year struggle to write that movie. And then we directed the movie because, as an artist, if you get to express the thing you wanna express and then you get to make it, you’ve kind of won. The odds against are so great. Even the odds against completing something, right? Even the odds against actually showing up. “I wanna be a writer,” is way different than “I am a writer.” “I wanna be an artist,” is way different than, “I’m an artist.” And we decide when you get to give yourself those designations. But I was so sad, so miserable — and it immediately changed upon doing the work. So I’ve had to force myself to have that be the standard.

Script-writing process

Marc: To go back to the state. So, do you ever suffer from writer’s block?

Brian: No, because I have rituals.

Sonal: Like morning pages…

Marc: Could you describe that?

Brian: Yeah, I meditate every morning, and I do morning pages every morning.

Marc: What’s that? What’s morning…

Brian: Morning pages is, like, out of Julia Cameron’s book “The Artist’s Way.” I do three long-hand pages — a real brain dump, where I just let the pen move for three pages no matter what. And it has this incredible effect on me. It’s self-hypnosis. It’s a brain dump, so that you’re putting all the dross — just gets out there on the page. Also, it has the effect of, “I can’t be blocked. I’ve already written three pages.” So you’re in a state of flow. You’re in a state of movement. That is the tool I used to become unblocked when I was 30. And when I was that unhappy, and I said I had to try to write something, I had given Dave “Awaken the Giant Within” and Dave gave me “The Artist’s Way.” And the combination of those things made me realize, I had to figure out what it was that I really wanted to do and be. And then “The Artist’s Way” gave me this tool to try to actualize — and as soon as I started doing those pages, I was like, “Oh, I can do this. I can write. I can actually make good on it.” And I’ve done it for 23 years.

Marc: Do you keep the pages?

Brian: My kids have instructions to burn [them] upon my death.

Sonal: <laughter> Upon your death.

Marc: So I was gonna say, you know, decades or centuries later these get published as the notebooks.

Brian: I really can’t. I’ve read Camus’s notebooks and Somerset Maugham’s notebooks, and I’m happy that they exist, but that probably wasn’t their intention.

Marc: So, what did you get — when you guys sold “Rounders” or got whatever you wanna say — the trigger got pulled. What did you guys have when you walked out of the room to do that, at that point?

Brian: Well, so we finished the screenplay. It was first rejected. I mean, it’s my favorite story, and I tell it in detail on my blog — which is not a very active blog, briankoppleman.com. But we were rejected by every single agency in Hollywood. One said it was overwritten, another said it was underwritten. I still don’t know what either of those terms mean. And I wrote down everything they all said, and this was an incredible Hollywood lesson because — you know, in the beginning, every rejection feels so personal. Every rejection also feels so final, right? In the beginning. So I wrote down what everyone said, and then we sold the thing, and that Monday — so we sold the thing over a weekend, on a Monday, and by Tuesday, every single agency that had passed called us to try to sign us. And I read them all their comments. I had it on a yellow legal pad, and I just read them. I said, “Well, but you said that thing was overwritten.” I did, I read it to them all.

Marc: And it wasn’t that the movie had gotten made and they liked it. It wasn’t that the movie was a commercial success, it was simply that you sold.

Brian: Nothing had intrinsically changed in the work itself, and they all — nobody owned it. Not one of them said, “You know what, I guess I’m…” They all said, “I didn’t read it. It was my reader, it was my assistant. I meant to read it. I read the wrong script that was about poker and I thought it was your script.” It was incredible. But it immediately framed the question for me for the rest of my career about who knows what. So then it’s bought by Miramax, which is something I used to say with pride. And David and I were just the writers, we weren’t the producers on the movie, we weren’t the directors of the movie — but we, and this has to do with continuing to work with rigor.

There was a moment where they were gonna hire a director who we thought would fire us off the movie, and we thought would do a bad job. We’d met him, we didn’t like him. And so, even though it wasn’t in our billet, we decided we’d better find a director who they would hire, but who would be someone we felt we could work with. And it was really overstepping our position. And I think part of it is — and this gets into — part of it was that each of us were raised in environments where we saw people take these kinds of risks. And my dad was an entrepreneur, and I saw a lot of the time, the way that he would just overstep his position to achieve a result. And so we found out, through some sources, who [the] directors were [at] that the movie company — who they were interested in making movies with. We triangulated that with people we could get to, and found out that our agency represented John Dahl, who was really high on our list.

And we said to our agents at the time, “Listen, we’re gonna stay in California until you can get us a meeting with John Dahl.” And they were like, “Well, how are we gonna do that?” We said, “We’ll send him the script with a letter that we write, and we’ll just wait around.” And they had all just competed to sign us, right? So this was the very beginning of this relationship with the agent, and in a way, he had to prove himself to us. So we were able to leverage the newness of the situation, even though, often, people in that situation think that they work for the agents. The agents do a really good job of making people feel lucky to have them. But we were aware of the actual leverage in the situation.

He got the script to John. John read it. Luckily for us, he really liked it. He came over and met us at our hotel. We all shook hands on it. We knew he was an honorable person. We, then, got to have this incredible moment — which now when I think back on it I kind of can’t even believe it happened — which is, we then called the producers and the studio and we said, “John Dahl is gonna direct “Rounders.’” And they all went, “Well, that makes no sense. He’s supposed to direct this other movie for — how could you do that? You overstepped.” And we all said, “Well, do you want John Dahl to direct the movie?” And they all went, “Yeah.”

And what was really great about that is — then that allowed us to be on set every day, because when you’re the one who brought the director in and you have this relationship — plus, John has no ego and he knew we understood the world of poker. Also, this incredibly lucky thing was, we were the same age as Matt and Edward, and so there was a relationship that developed right away — which was, we were gonna take these guys and show them the world of underground poker. We were gonna be the experts about this. John Dahl gave us our limits. He was like, “You have to really think carefully about what you say to actors. You can’t contradict me. You have to — we’re gonna work together, but there’s a chain of command.” And with that, he gave us complete freedom. Within that, he was like, “Now help me make the movie.” But none of it would have happened if we would have pitched the movie we would have been powerless. We had ownership because we’d written the whole thing and we’d proven we were experts.

Talking to powerful people

Sonal: Can I ask you a quick question on this notion of ownership?

Brian: Yeah.

Sonal: David Levien and you guys are both the showrunners for “Billions.” I’m dying to know how — because when a studio buys your show — someone is producing “Billions” — it is your show as showrunner. Like, what if there’s a conflict, and you guys have like a huge falling out — and I’m thinking of the case of, like, the Sherman-Palladinos and “Gilmore Girls,” and they had to exit before the last season, and it totally changed the last season of the show, and then they came back to remake the thing. Is there this thing where you’re owning this thing that other people are now sharing in, and then you have to kind of give up your baby? Like, how does the ownership work?

Brian: I’ll tell you, it’s so analogous to the way a founder will work with the investors, right? The VC, the board. It’s up to you to manage that relationship. It’s up to you to set the terms. And look, this does get into questions of privilege. Like, as two white men growing up with — David’s grandfather and my father were pretty successful. We learned at a young age how to talk to powerful people. Most people don’t get an education in talking to powerful people.

Sonal: You’re so right about that.

Brian: And that —when people ask about advantages, yes, getting college paid for it was a huge advantage — meaning that I knew I could take certain risks that other people couldn’t, because I didn’t have massive debt. But much more important, or certainly equally important, was — from a young age, my dad would, like, put me in situations where I would have to deal with powerful people, and I would have to find a way to get the result I wanted. He would let me be in a recording studio when he was making records, and sometimes ask my opinion in a room full of incredibly scary, powerful people. He would let me be in meetings and he would leave and then I would conduct stuff.

Sonal: He really set you up for that.

Brian: And so I understood from a young age how to interact.

Sonal: How do you talk to power actually? Give us the advice, for our listeners.

Brian: Well, the main thing is, don’t treat them as — most of the time don’t treat them with the sense of awe and that their station makes them better than you, but also don’t try to condescend to them as though you’re the smartest person in the world.

Sonal: You’re better than them, right.

Brian: And, you know, the biggest thing? Make them laugh once in a while.

Sonal: That’s actually great.

Brian: I mean, right? Walk into a room, make them laugh, make them feel like you have the answers to their problems, and that you’re comfortable in your own skin. I mean, so much of what I’m talking about is an ingrained sense of comfort in your own skin — is being able to just continue to grow. You must always continue to grow, continue to better yourself — but find a way to sit there in the room relaxed and understand that you’re not sitting there with the all-knowing, all-powerful oracle or Oz. Which is to say, to answer your question — it’s our job to make the show, to make the actors comfortable, to make the crew feel empowered, to make sure the show is written, edited, and shot, right? It’s also our job to make the show on budget, to communicate with Showtime if there’s gonna be, “Hey, guess what? This next week it’s gonna look like we’re over, but here’s how we’re gonna solve that the week after.” Also, make them feel heard when they’re talking about the show.

Sonal: You’re so right.

Brian: If they’re giving notes, make them feel heard, make them know that you actually are listening. Then it’s really important that we only take the notes that’ll make the show better, and that we do that in a way that makes them feel good about the process.

Sonal: That’s fantastic advice. That’s so great, I feel like that can apply to any business.

Brian: It does. I think that applies across the board.

Marc: You know how I coach people how to do that?

Sonal: How do you? Yeah.

Marc: From “Larry Sanders,” from Artie.

Sonal: So, tell us. I don’t know Artie…

Brian: Well, we both love — “Larry Sanders” is like my third favorite show of all time. So, yeah.

Marc: So for people who haven’t seen it…

Sonal: I don’t even know what that is.

Marc: …you must watch it immediately. So, Artie — the producer, played by the legendary…

Brian: Rip Torn.

Marc: The legendary Rip Torn played Artie the producer. So, typically, we see this with young people a lot here, which is like, you give somebody — in your world it’s called a note, in our world it’s, like, feedback or, like, you know, “Here’s an idea.” And you give somebody an idea and they immediately get the back up, right? Well they do one of two things — they either take it way too seriously and they, like, try to do everything you tell them — or they get their back up and they get offended, like, “How dare you question my vision?” kind of stuff, and then that sets up a weird dynamic where you feel like you can’t talk to them, right? And both of those are bad, right? One way, you basically hijack their creative vision, usually to bad effect. The other way is you end up with a hostile relationship.

And so, Artie’s whole approach to dealing with the network executives — and “Larry Sanders” is a show inside a show. Basically it’s a show about a show. His was of dealing with the suits from the network was basically that, you know, they’d say, “Well, I don’t know, you know. I think that, you know, the curtain at the talk show is red, we really think it should be purple.” And Artie would literally say, “That is a really interesting idea. I am really gonna think hard about that one.” And he would write it on his legal pad, and like, “Okay, you know, what else do you have?” And then of course, you know — then in the show, the suit leaves the room, he rips the paper.

Brian: Yeah, rips up the paper.

Marc: And the suits are on their way out, and they’re like, “That was the best meeting ever.”

Sonal: Because it’s a feeling of feeling that you’ve been heard.

Marc: And so that’s like — what I’m telling people is like, “That’s the baseline.” Like, if you can just do that, you’re better than most. And then to your point, if on top of that you can actually consider and actually absorb some of the feedback…

Brian: And sometimes listen…

Marc: …that might be good.

Brian: …nobody’s perfect. So, there are times I’m working 17 hours a day, and somebody gives me a note I really disagree with, and I might say — you know, as a human, I might once in a while say…

Marc: That’s the dumbest thing I’ve ever…

Brian: …”Listen. That’s…”

Sonal: I tend to say kind of like, “Fuck off. That’s the stupidest idea I’ve ever heard.”

Brian: Sometimes I say that’s a stupid idea. But here’s the thing, if you have the right kind of relationship with the people with whom you work, you can say that — because they know that’s not your default position and they understand — because you’re in dialogue with them, but not operating from a — no one’s operating from a place of fear, hurt, or misunderstanding. And by the way, if you say that’s the stupidest fucking note I ever heard, call them the next day and say, “Let me tell you what was going on yesterday. Here’s the way I’m gonna think about addressing it.” Or, “Read this and tell me if you still think so.” You constantly have to remember, if you’re in our position, that you’re grateful to be in this situation, but that you’re not an indentured — you’re not so grateful that you’re gonna prostrate yourself and ruin the thing in the process.

Sonal: Of course.

Brian: And if you remember that, you’re in okay shape.

Sonal: The part that I always struggle with, here, and I wonder if a lot of people have struggled with this — is that, I have always had this belief that competency is a thing that will always get you ahead. The result will speak for itself. How do you sort of play back the results to tell the story that you want — because oftentimes, like “The Rounders” example, like — this is the conversation that’s happening around the movie. Because people have ways of defining those things. I think that’s a really big challenge. How do you sort of define it so that you can make sure that the narrative you want told your way — is that part of the point? I mean, in terms of how people perceive your work?

Brian: Well, when you’re a showrunner of a going concern, you’re gonna get to prove it out or not prove it out because you’re making the show. And I will say, certainly in the relationship we have with Showtime, all their notes are suggestions, and so, Dave and I are getting to prove it out every episode. I will say we did — so, okay, there are a few other things. It’s not a bad thing to learn the mistakes people have made ahead of you. It’s not bad to do research and know, well, what is the third rail in this situation? Right? So if the third rail on the situation is, don’t go more than 3% over budget on a given episode without having conversations. <Then you should know that.> That’s the third rail, then don’t go — then, you know, don’t be a jerk. You’re in an incredibly lucky situation to find a way to do what you have to do. But there are many other non-budgetary examples.

So, here’s how a pilot works. And when I lay this example out, there will be parallels to your world. So, a pilot gets greenlit. They give you this amount of money to go make the pilot, and you’re in — they’ve already approved the script. You cast the show together. So, that’s another one of these things where you’re trying to find a way to express your opinions, make sure you have the cast you want, while understanding we’re in the real world — you’re not gonna cast a complete unknown to play the lead, unless you have a bunch of other ways to say, “Well, that’s okay because in these three spots we have people who aren’t.”

But then, once that stuff’s done, “Guys, go off, make your show.” Right? Because once it starts going, and before it’s edited, there is no feedback they can really give you. You’re making the show. You go in the editing room after you have all this material. You know the show is gonna fit in an hour-long slot, but most people when they cut their pilot, because they don’t actually have the real limitation of an hour, will turn in a 67-minute pilot, because every idea they had, everything they want it to be in there. Now, David and I, because by the time “Billions” had come around, we’d been doing this for a long time. And what happens when you give the 67-minute thing is you’re inviting a bunch of people to tell you how to get the thing to fit the 57 or 58 minutes.

Sonal: That’s exactly right. The crowdsourcing problem.

Brian: And suddenly they’re giving you their opinion on it. Also, by you not having to have rigorously— and with discipline — make those decisions, you’ve inevitably left in a bunch of stuff that you shouldn’t have. So, Dave and I decided, and no matter what, we’re turning something in that’s 57 or 58 minutes, maybe 56, if we could do it. We’re gonna take all of those questions off the table before showing it to the people who put up the money. And I’ll tell you, we gave them this cut, and we’re realistic people so we knew all the flaws and the things we would wanna reshoot before it would go on the air. But, you know, they’re gonna make it as to — maybe some of the audience doesn’t know.

When you shoot a pilot there’s no guarantee you’re gonna have a series, right? They’ve invested a bunch of money. Showtime’s known for if they make a drama pilot, it’s very likely they’re gonna put it on the air but you don’t know. And so we turn over this pilot and the first thing they said to us when they called us was, “You guys have already done all the stuff that normally takes a month for us to work through with showrunners — which is, you’ve gotten the thing into show shape.” And that’s because we looked ahead at best practice, true best practices. And by the way, it’s hard, right? Actually, when you’re in the situation, you understand why everybody turns it in at 67 minutes. Because you have to — it’s much easier to not have to make those decisions, right?

Sonal: Totally.

Brian: It’s much easier to hand those decisions…

Sonal: It takes a lot of confidence actually, quite frankly.

Brian: It’s easier to offload those decisions to someone else, the people who are paying for it. Instead, we said, you know, “We’re gonna make these choices and we’re gonna show them that this is the vision we have for the show.” And our structure, I think I’ve put the pilot script online — I think I’ve put it online at the blog. And if you go look at it — I put “Rounders” up there too, which people have really been reading a lot lately. But if you look at it, structurally it’s quite different than the pilot that got on the air. A different scene starts it, because when we got in the editing room we decided, “Well, now we have the opportunity to make the show be the best version of itself.” We were able to gain objectivity, even though it was all of our hearts in there.

Sonal: It’s only in the edit that you get that arc, totally.

Marc: And then the one message you’re delivering is like, here’s an incredible product. The meta message which I think you’re delivering is, you guys are professionals.

Brian: And they said that to us. They explicitly said, “We know you’re showrunners who can make the show.”

Sonal: You’re the pros.

Brian: That was what gave — so this goes to your question of the relationship. How do you establish a relationship with them that makes them, “You’re a professional we can trust.” And by the way, as you know, all you want is a founder, CEO, who can not make it your job to run the company and just take the best of your ideas — and you want them to discard the worst of your ideas.

Marc: Go knock it out of the park. Go do your thing.

Brian: By the way, those are hard-won lessons over a career, you know what I mean? We were 20 years in by the time…

Sonal: No, right. You learned that.

Brian: I think we sold “Rounders” in 1997 and we made the pilot of this in 2015. So, that’s a long period of time over which we figured this stuff out.

The origin of showrunners

Marc: So, for people who are unaware, there’s a very interesting kind of split in how movies are made and how TV shows are made, at least these days. Which is, movies are made — generally, the writer writes the script, turns it over, and then other people run with it — and other people being presumably the producers and then particularly the director. The director ends up actually running the project in a lot of ways, right? Maybe with a line producer or something. For TV shows, especially, it seems, like in the last couple decades, you have this concept of a showrunner — and the writers are often, or usually, at this point, the showrunners. And I’m picturing, I don’t know, Louis B. Mayer, or, you know, Jack Warner or somebody, you know, being told that the writers should run the project, and probably screaming and being very upset. Like, that would be impossible. And so, two-part question. What was the left turn in the industry that caused the writers to get in a position where they could be the showrunners? And then, what did you guys do as writers to make sure that you specifically were able to do that?

Brian: So there’s this great book called “Difficult Men” by Brett Martin that’s about five showrunners — David Simon, David Chase, Vince Gilligan, Sean Ryan, and one other I’m not remembering right now.

Marc: And this is “Breaking Bad,” “The Shield,” “The Sopranos.”

Brian: That’s right.

Sonal: “The Wire.”

Brian: “The Sopranos” and “The Wire.” But he goes into the history of it, and “Hill Street Blues” is when this first — because they were making this kind of serialized show, and Steven Bochco started having meetings with the directors. When the director would come in, he would start having meetings saying, “Let me set the tone.” He was executive — nobody named him showrunner, but he decided that he was going to — had to, because of the nature of that show, exert upon the situation a kind of tone — a control of the voice and tone of the series.

Marc: Because most shows, the successful shows had been more like, “Law and Order” was like, the apotheosis of the other way around — which is, each episode is independent.

Brian: Yes.

Marc: Right. More or less. Before “Hill Street Blues.”

Brian: “Hill Street Blues” was one of the first shows that sort of combined these elements for a cop show, I think, for sure. But the answer to your question is, about Dave and me, and about anyone who wants to be a showrunner — which I’m happy that showrunner’s officially in the dictionary now. Like, two years ago it became — in the dictionary because it’s a real…

Sonal: I’m so glad. I love that word.

Brian: Yean, because it’s a real — yeah, it’s a real job title now. Like, what do you do for a living? Showrunner. It’s learning to be a producer, and we have 150 people who will work with us, but we’re in charge of. And it is quite different, but, you know, as you know — David and I directed movies and we produced movies, so, for us, it was quite a natural thing, because we’d already — you know, “Rounders” was as good an experience as you could have as a writer, and there were still areas in which we didn’t have enough control over the the voice. And what we also knew was, we’re probably never gonna get that exact situation again, so we’d better learn how to do these other parts of it. We better learn how to gain control of the, you know, mechanisms of production.

Marc: The means of production.

Brian: The means of production, that’s exactly right. And so, we realized that we ought to do that. But, again, that goes back to this question — often a writer takes solace, while they’re whining about not having control, they take solace in not having control, because, if you don’t have control, you don’t take the blame.

Marc: Somebody else just will.

Brian: So, if you’re comfortable, if you can find a way to be comfortable with failure — which as a writer you have to, or comfortable in your mistakes — then you can be comfortable in wanting to be the final voice on what the product is gonna be. And we very early on decided — and I’ll say this, when we work with Steven Soderbergh, we are so glad to have his voice. If he’s directing the movie, man — what a thrill to work with a genius, right? And what a thrill to have Soderbergh make us better. To this day, like…

Marc: This was “Ocean’s Thirteen?”

Brian: Yeah, but also “The Girlfriend Experience” and then he produced “Solitary Man.” I mean, if Steven called tomorrow and said that he wanted us to just be screenwriters on a movie he was directing, we would jump at it because he’s gonna make our stuff better. But if you’re comfortable taking the blame, if you’re comfortable in a position of control, it makes you incredibly comfortable to then cede that control — or to share with somebody else. And so you can pick your spots then and decide. And also, because we’re able to make our own stuff, being in a situation where we are not the final voice doesn’t make us chafe against it. But I have plenty of that over here, so I don’t have to chafe against it over here. I’m happy to play this role in this situation.

Sonal: Fantastic. I love this.

Brian: That’s why we’re good producing other people’s movies, when it’s someone else’s vision — we’re great at just helping them achieve their vision. Like, Neil Burger, who’s an incredibly successful director. Directed the pilot of “Billions.” We produced his first three movies. And I was like, “Hey, Neil. We’re here to advise, counsel, help. It’s your movie, go run with it.” We’re comfortable in any of those different modes creatively, but I think the reason for that is that we got comfortable early on with just doing the work and failing.

Working with other writers

Sonal: That’s right. We’ve been talking a lot about kind of managing up — hierarchically, so to speak. Now, turning it the other direction, like, managing down in the writers room. You’ve got like a lot of writers working with you, so how do you now navigate debates with all those writers in the writers room? Like, essentially, you’re the showrunners — how do you make it collaborative yet not a democracy at the same time?

Brian: Well it isn’t a democracy. So, different showrunners approach the question of the writers room differently, and some who’ve come up through a writer’s room rely on it in a very deep way.

Marc: You have to describe a writer’s room.

Brian: A writer’s room is, you get, let’s say, six people in the room, plus a showrunner. There’s a white board on the — and you start at the beginning of the season and it’s like, “Where are we and how do we fill that in?” And then each — but then it’s really hard to describe a writers room, Marc, because writers rooms become extensions of the way the showrunners see the world, and the way they see the world of their shows.

Marc: In theory, it’s a team of people writing the show together in some form.

Brian: In some form, meaning maybe everybody will write an episode. Almost all shows, the showrunner does the final pass on all the episodes, no matter whose name is going on.

Sonal: Yeah, like the top edit.

Brian: On our show, though, David and I end up writing most of the show, and we have a great room of men and women who help us really break the story arc of the season, and that is an invaluable process. Tons of stuff comes out of the room about how the big arc of the season should occur, about the twists and turns, about where characters — and that’s a months-long process of talking. We haven’t yet found — and then, when it comes to writing the scripts, David and I — and then we have a writer named Adam Perlman, who’s now a co-executive producer — he’s our number two person, and Adam writes a good amount of the show, too. But the truth is, it is mostly us writing it. And I’m not saying that’s the way it should be on every show. The voice of our show, the way that our show is — whether you like our show or not, our show is canted in a certain way. It has a very clear voice that somehow the two of us can do. Now, that said, when someone else —if someone on the team starts a script, their name goes on and ours does not.

Marc: So you got a young hotshot writer and they have an opportunity to write on a show that’s maybe not as, let’s say, critically respected or whatever, but maybe it’s like they know that they’ll actually get to write scripts and…

Brian: Yes.

Marc: What’s your pitch to them of why they should come work for you given that it’s a more constrained environment?

Brian: I’m not sure. Well, Adam was somebody who had a lot of job offers when he came on our show in the second season. He started in the second season. Came into the room as just a producer-level, which is kind of a low level position, in terms of the hierarchy. He wasn’t helping to be a showrunner. But he came in the room. He had incredibly good ideas. He then wrote — his first script that he wrote was very strong — strong enough that when someone’s script came in that was not that strong, and David and I had to work on three other things, we called him in and we said, “Hey, take a shot at rewriting this. Here are the things that matter. We made extensive notes. Adam, go try to rewrite it.” He rewrote that script. We then sat with him and talked about how we were gonna now rewrite it, but he did a really good job. We kept being able to go to him, and by the next season, season three, he was running the room when we weren’t there. We bumped him three positions — we bumped him up to co-executive producer really quickly and said like, “Look. You’re our creative partner now. Like, help us do this.”

So, if you’re really great — if you’re great in the way that our show requires. Someone may kill it on another show and just not kill it on ours. I mean, the other thing is, they get to be on set, watch how our show is made and be a part of it. I’ll say one thing though to answer — another thing to answer your question, which is, some people have come into the writers room, talented — and I found out they came into the writers room because they like my podcast. But I’ve had to say to them, I’m this incredibly nurturing and encouraging voice on the podcast, and I want you to know, like, I am that for you in your life, and I’ll, like, help you get the next job and I’ll be — but you’re gonna turn in a script and you’re not gonna get the voice on the podcast.

Sonal: Oh my God. Totally relate to this.

Brian: You’re gonna get somebody saying to you, “Here’s what doesn’t work.” And so you have to know that this is now you’re entering — we’re in the major leagues here, we have no choice because we’re playing the Red Sox tomorrow, so we have to be ready to get in there and play the Red Sox. That has happened twice.

Marc: So, one more question about “Rounders” which goes to the kind of current state of the of the industry. So “Rounders” was made in when, what year?

Brian: ’97.

Marc: ’97. So, that was the heyday of, kind of, the high-status independent movie, like, medium budget but like super high status.

Brian: Yeah, 14.5 we made that for, yeah.

Marc: Okay, yeah. And then as you said, like, you know, it wasn’t a huge commercial hit out of — but then it had this long life, you know, kind of, you know, plays out through now and probably long into the future. If that movie had not gotten made, and if movies like that had not gotten made — and just nobody had made, kind of, the definitive poker movie, and you and David entered the industry today at age 25 or 30, or whatever it is, and decided to make that movie or that project today, what would be different about the process?

Brian: People constantly ask me how to break into the business, and my answer is — I have no idea, I did it 23 years ago. I can’t help you. I wish I could help tell you how to break in. The conditions on the ground are entirely different, and the last thing I wanna be is some general, back in [the] thing, ignoring what the sergeant says. Like, I have no idea. I do know that — what I know is that — well, I think it would resemble a movie that I love and that launched many careers which is “Margin Call.” But whereas “Rounders” was a 14.5, I think “Margin Call” was made for $1.2 million, and scraped together by a commercial director and they had limited sets. Because “Margin Call” has a lot of similarities to “Rounders.” It’s set in an insular world with a language of its own. It doesn’t spell anything out for you. Like, you have to be willing to roll…

Marc: We should describe — it’s kind of the definitive movie of the September 2008 financial meltdown. It kind of takes place overnight, effectively in Lehman Brothers, and it’s like a very fictionalized version of Lehman Brothers. And it’s actually a very chilling — the people in finance look at it and say…

Brian: Goldman. Well, it’s Goldman, right? Because they survived. I think it’s set at Goldman, and it’s about willingness of Goldman — and they never say it’s Goldman — it’s about the willingness of — it’s about a decision that Goldman Sachs made to get rid of their toxic assets. But I think that movie is really analogous to “Rounders” because it is doing a bunch of the stuff that we did. It’s — you have to just, like, catch on to the lingo and you have to understand what the stakes are, but you had to — look, they made that movie for a tenth of what we made “Rounders” for.

Marc: They had Kevin Spacey, they had Jeremy Irons, Zachary Quinto was in it and he was starting to become famous.

Brian: Yeah. That’s right. Yeah, that’s right.

Marc: So they had top-end.

Brian: They put the top-end people, but it was still they had to make it for, like, a million and a half bucks, a million two maybe. It’s much harder to make those sort of mid-budget, $14 to $25 or $30 million dollar movies, though Netflix does it, right? You can do it at Netflix now, which is probably where it would happen. Or you would try to tell the story in a novelistic way, you know…

Marc: That was my question. So would you pitch today, young David and young Brian show up. Would you pitch “Rounders” for television or for a film?

Brian: No. You would pitch the world of the underground card rooms for television.

Marc: Okay.

Brian: Because I think a lot of that — that’s where this stuff lives and that would have been I think a fascinating thing to see also. David and I grew up watching movies. We loved television, but our shared language, our lingua franca, was movies. We were quoting movies at each other from when we were little kids. We would watch movies 20 times, you know. We watched “Stripes” together at least 20 times, and “Diner,” and many more movies where they became the way we communicated. And so, it made sense to us to go make movies. Since then, you know — things like “The Sopranos,” “West Wing,” “Larry Sanders,” “Mad Men” showed up and showed us the way. They lit the way, sort of, for us to think about television.

Sonal: Yep, that’s actually huge. We always talk about this, Marc and I. Television is so much better than movies, it’s unbelievable.

Marc: Well, I think it’s actually — the best shows, they are novels.

Brian: I think we all think of it…

Marc: …or series of novels.

Brian: You think of them that way.

Sonal: I call it visual literature.

Marc: The movie is still more like a play, whereas these shows can actually — these shows are like thousand-page novels.

Brian: We definitely think of it that way. We’re trying to tell novelistic stories, deepening characters in challenging situations.

Sonal: I call it visual literature, it’s exactly what it is.

Brian: I love that term.

Golden age of television

Marc: So you came up in the music industry. You know, I was involved in the — <laughter> the internet, and then, you know — I wasn’t involved in Napster, but I knew the other guys really well. And so, we both watched, you know, from various professional perches, kind of — the music industry confront digital distribution and basically just, like, implode, right?

Brian: Oh, yeah, get run over. They didn’t confront it. Unfortunately they didn’t confront it. They just stood there — they just got run over.

Marc: Kablooey, right?

Brian: I mean, like, France. They’re in the deuce man, you know. They were like, “Should we pick up our guns and rifles?” “No, let’s just lay down.” <laughter>

Marc: That’s it. That comment <inaudible>.

Brian: No, Marc, you signed off. You laughed. You completely laughed.

Marc: So, I fully — I’ll just confess, I fully expected the same thing was gonna happen to TV. Like, you know, you use Napster for music, BitTorrent for TV, and it’s just like, it’s just obvious — same thing’s gonna happen to TV. It’s just gonna get run over. And then the most, like, amazing thing in the world happened, which is — the exact opposite thing happened. The opposite happened, which is, like, the creative explosion of all time. And you’ve probably seen — you know, John Landgraf who runs FX is always talking about that…

Brian: He’s a brilliant man.

Marc: Brilliant man, great programmer. But, you know, he talks about the content bubble, the TV bubble — and it’s like, I don’t know, every year now it’s like 500 original scripted dramas are getting made.

Sonal: I think it’s 560 or something insane.

Marc: Yeah, and he’s been calling this a bubble the whole time, but, like, it keeps expanding and I mean, we all get to, you know — you get to make it, but like we get to watch it, and it’s just like — I, like, routinely see shows now where I’m just like, you know, 20 years ago this would have been the best show in the entire history of television.

Sonal: Yes.

Brian: The fact that “The Mindhunter” and “The Crown” came out, like, in the same year on Netflix is amazing to me. Those would have been the best show of an era…

Marc: Ever.

Brian: …ever. Like, “The Crown” is as good as you can make something.

Sonal: I keep trying to make Marc watch it. He hasn’t…

Brian: I can give you the language by which to watch it. So I’m totally not interested in monarchy. I hate it, and nothing about that is interesting to me. The show is just the most beautifully written and shot and acted show that there is.

Sonal: I agree with you. He doesn’t believe me.

Marc: So here’s my question. Let’s assume it’s not a bubble. Let’s assume it is the medium of our time, and let’s assume it kind of keeps expanding so this all makes sense. But the amazing thing is, it seems like the more shows get made, it seems like the average quality level is rising. And you would expect, I think, the opposite. You’d expect the average quality level to fall because you’d expect to run out of talent at some point.

Brian: I agree.

Marc: And so, where is all this talent coming from?

Brian: I have no idea.

Marc: So, were there just all these geniuses out there who just never had the opportunity to do it, and now they do? Or is there something happening in the industry where people are being trained in a different way or…

Brian: Or maybe it’s the love of television, so it perpetuates itself, and we might be in a golden age where artists are apprenticing in some way for other artists, and learning and figuring it out. You know, I have the luxury not to think about the 560 shows. Or to appreciate what Landgraf says, and know he’s a brilliant guy, without having to be cowed by that. Or feel any way about it, because I just wanna — I still go back to the same thing, I just wanna get in the room and get the feeling I get when I’m making the thing. I wanna be able to walk on the set and see Damian and Paul and Maggie and Asia, and be able to work with them. And, you know, we’ve just found a way to make decisions still based on our curiosity and our obsession. So, if we’re interested in the U.S. Open in 1991 and Jimmy Connors, we’ll go make a documentary about it, because we’ll really enjoy the process of making it, and we have faith that there will be people who will wanna see it.

Sonal: I was thinking of my answer to Marc’s question. I’m trying to make him watch this movie “Gully Boy.”

Brian: I haven’t seen it.

Sonal: It’s a Bollywood movie that’s produced by Nas, but to me the point is that technology has democratized the access to watching all this visual literature.

Brian: I don’t understand — Ben is not able to make him watch something produced by Nas? That makes no sense to me.

Maintaining a partnership

Marc: Ben and I have the kind of partnership where we’re able to, you know, we’re able to complement. Actually, I wanted to ask you — that was the other question I wanted to ask you. So you have been partners now with David for how long?

Brian: Over 20 years.

Marc: It’s an equal partnership?

Brian: Has always been from the beginning.

Marc: Okay. Equal partnership.

Brian: Fully 50-50.

Sonal: Beautiful.

Marc: So how do you — if somebody comes to you and says, like, I wanna have a partnership like that. I wanna have a career where I have a partner like that. Like, how do you do that?

Brian: Well, do you remember when the four of us first met, how funny it seemed? When me, you, Ben, and David — we were sitting there and it was just like, “This is a rare thing to have two sets of people who just…” In the same way it makes sense when someone sees you and Ben and talks to you for five minutes. When someone sees David and me, and they talk to us for five minutes, the whole thing just kind of makes sense. Like, in the ways that we can finish each other’s sentences, but also are different in some significant ways that probably we don’t — like, if someone else heard us talking, we’re maybe very similar, but the two of us understand the ways in which we’re complementary to each other.

The key is to really regard the other person as incredibly smart, to really always know that their motive is to make the work better. So much of this stuff sounds like platitudes, but like — trying your hardest to get your emotions out of these decisions and being rational. I think the key to having a good partnership is not about looking for the partner — it’s about how can you make yourself be the best version of yourself in a way that complements this other person, who you respect and whose work you admire. And so, that’s all hard work in life, right? It’s the same thing in a marriage and any kind of a partnership.

But it’s about all of us — even the most rational, the smartest among us — have emotional reactions sometimes. And the question is, okay, it’s not to not have an emotional reaction but it’s to not let the emotional reaction dictate your response. So if that means you know that you normally — the worst of you instantly reacts with anger, then find a way to say, “Hey, I don’t wanna react with anger. I’m gonna go take a run, and then I’m gonna come back.” And this is stuff you figure out over a long period of time. But the more you know that the success or failure of a partnership is based entirely on how you comport yourself, the better off that you’ll be.

Marc: It’s not the other guy’s fault. That’s right, it can’t be the other guy’s fault. You have to take the responsibility yourself

Brian: Don’t you think of it that way…

Sonal: I actually am curious what Marc’s take on this is.

Brian: Yeah, what is your take on that?

Marc: No, so, the way I describe — by the way, this comes up a lot in our business. You know, Ben and I have this kind of partnership — lucky for me — but also, you know, there’s a lot of, like, founder and then CEO. Like, sometimes we have founder CEOs, which is like your showrunner model, but sometimes we have a founder and there’s a CEO who’s brought in, or promoted inside the company, and then they have to be — you know, if you want the magic of the founder and the company to be well-run, they need to have that kind of partnership.

And so what I always tell them — I kind of try to put a point on it, and just kind of say — it has to be more important to each of you that — it has to be more important to each of you that the other one — how do I put it? It has to be more important that the other one gets to make the decision, than that you get to prove yourself right. And you have to both have that attitude. Like, if one of you has that attitude, then that person is just gonna run over the other one. If you both have the attitude, where your reflexive view is, “You know what, this is a debate, it’s an argument. It’s 50-50. It’s a toss-up, which a lot of these things are. We’re gonna do it your way.” If both people have that as their default point of view, then you can navigate through these things. And then you get in the positive version of the deadlock, which is…

Brian: Yes, you’re totally right.

Marc: Let’s do it your way. Okay, now we have a healthy conversation going, right?

Brian: You’re totally right. Sometimes there’ll be emails back and forth about a thing in editing, where one of us will have an idea and the other one will say, “My instinct was to go the other way with it, but you know what, let’s do it that way.” And it’s not even — it has to not be a move, I think, you have to actually be like…

Sonal: You have to really be into it.

Brian: …well, all right, let’s — there was a thing yesterday where I saw something, and I had a notion about it, and David sent me back — well, there are a few different things that are good. So normally, when we’re doing edits on — when we’re making notes on a cut in order to do edits, our two assistants — we share two assistants, it’s not like one’s his assistant and one’s mine — we have two assistants who help the two of us. Normally they’re on the conversation, so that they can then collate the notes and give them to the editor before we go talk to the editor. But if there’s something that suddenly is gonna — we see really differently, we just immediately take it to a private communication, right? We take the audience out of it. We never talked about this, but we just do it. We take the audience out of it because we’re not performing and we’re also not worried about being judged.

But so, yesterday was one of those things. We just saw one little tiny moment slightly differently. I wrote this thing, like, I think we should do this — and then Dave wrote me separately and said, “You know, I don’t see the scene that way. Here’s what I think is going on.” And I still saw the scene the way that I saw it, but I just immediately went, “No. Yeah, let’s just do that.” And it makes total sense. Like, let’s go through the next bunch of iterations of the cut with it in like that, in the hope that I’m just gonna come around to seeing it that way. Or let’s show it to some other people this way and let’s see what comes out of it. It would have been very easy, and I see a lot of people fall into the trap of trying to argue.

Marc: Well, I look for as many — by the way, I think about it as — I look for as many chances as I can to let him make the decision, right? And then, to your point, like, if I really feel — and as a consequence of that I build up so much trust.

Brian: That’s right. That’s what I’m saying.

Marc: That if I feel strong about something…

Brian: Well, that’s a really great point. This is important to attach to that, which is, because all of the time Dave is willing to say to me, “Let’s do that.” When he wrote me and said, like, “Hey, I think this is different than you think it is.” It was just so easy to go, “Well, of course, dude. Let’s do that thing because you’re always looking to let it be the way I want it.” I would say I’m certain none of that is a tactic or a strategy with Dave and me. It just so happens to be the way that the two of us interact.

Meditation and dealing with stress

Sonal: A quick question on this though, just from, like, an advice point of view, because you talk about this. How do you manage your own personal psychology around anger and creative impulse and ego, kind of in this process, even beyond the partnership?

Brian: Well, meditation helps. I mean, I know, as I said before, some of this stuff sounds so reductive, and so much like platitudes — but, you know, I love that Tim Ferris has said, out of the whatever thousand people he’s interviewed who he views as highly successful creatives — like, 92% of them meditate. And I don’t think that’s just buy-in. I don’t think it’s just that everyone’s decided to buy in.

Marc: So I’m in the 8%.

Brian: Yeah, I know.

Marc: I’m like mister anti-meditation.

Sonal: I’m not into meditation.

Brian: You’re anti-meditation?

Marc: Well, I’ve never. I’m not philosophically anti-meditation, I’m personally anti-meditation. I cannot imagine sitting still with my own thoughts for longer than about 30 seconds.

Brian: I couldn’t either originally.

Marc: So this is my question. So, talk to me as a practical person who’s interested in performance, and not particularly interested in introspection, like, how would I…

Brian: Well, I do the simplest kind. I do transcendental meditation, so it’s the easiest one, because it’s just quietly saying a mantra to yourself for 20 minutes.

Sonal: Yeah, define transcendental meditation.

Brian: Well, transcendental meditation is you — because I — ADHD person, I can’t sit still, I have to check my — all that stuff. Except I really do this twice a day, 20 minutes. And what I found — and it’s just personal, but what I found was it, like, reduced the physical manifestations of anxiety by a lot. And for me, when I — getting anxiety out of the equation, I just think more clearly and more creatively. And it’s not — I would say, the other thing is people build it up too much, right? It’s not some magic pill. It doesn’t, like, immediately make you…

Sonal: In a state.

Brian: You’re not suddenly becalmed, but it just kind of takes, like, a little bit of the tumult out. And a lot of forms of meditation require you to force out the thoughts, as you said, require you to be introspective, or require you to focus on your breathing. Transcendental meditation — all you’re doing is sort of allowing this mantra to be said over and over, and if thoughts come in, that’s fine, you just kind of let the thoughts come in — and then you kind of return to this mantra. And I would say the results for me — so I was hugely skeptical, but I was at a point where I was feeling like I needed something. I had too much agitation. And so in reading — I read David Lynch’s book “Catching the Big Fish” and a couple of other books, and it made me interested enough. And I went and sat down with Bob Roth who runs the Lynch Foundation and I said, “Look. I think you’re probably a cult. I’m an atheist. You know, I know these are like Sanskrit words that have some holiness to them. So, none of that stuff works for me, so talk to me about why I should even be sitting here.”

And, you know, Bob was like, “Well, why don’t you read this book, and why don’t you read this study, and why don’t you look at these EEGs, and let’s talk about what this tool does in terms of affecting the loops in your brain and your brain waves.” And through that conversation, I was like, “Well, okay. I’ll learn.” And within — I’ll say, like within two months I noticed, and my family noticed, that I was just in a much better place. And, again, it doesn’t mean I’m never a dick. Like, we’re all a dick sometimes. It doesn’t mean I’m never short with anyone, or that I’m never worried. Of course I am, I’m a human being. But it means that I can manage it in a much better way, and if the only thing I got out of it was, I was sitting and meditating — and when you’re not trying to think of ideas, but like — I’ve solved many tricky story problems. I’ve come out of a meditation, and just kind of had the answer show up. Now, that could just be a function of, like, I turned everything off and I consciously wasn’t thinking about it, and so I allowed…

Sonal: Your mind went to work.

Brian: That’s great. Perfect, whatever it is. It’s not surprising to me that so many of us who are high achievers, aggressive in going after what we want, willing to take risks — that finding some tool that gives you some enforced break from that — it’s not surprising to me that then when you then come out of that, you’re kind of firing again, right?

Marc: So recharged, reset.

Brian: That’s just what makes sense to me about it.

Marc: So who’s Bob?

Brian: Bob Roth runs David Lynch Foundation. David Lynch Foundation is, like, at the center of transcendental meditation. Lynch had decided — the real David Lynch.

Marc: The director, David Lynch?

Brian: David Lynch is the reason transcendental meditation is popular in America. Lynch credits TM with making him the artist that he is.

Marc: David Lynch just for — Twin Peaks, Blue Velvet.

Brian: Oh yeah, all that stuff. He started doing, like, 40 years ago or 50 years ago, and he wanted to start a thing that would give it to kids, and post-traumatic stress people, so he started this foundation and the guy who runs it and who’s like sort of the kind of the head of TM in America is this guy, Bob Roth.

Sonal: The best part of that story, by the way, though, is that you’re literally arguing — to Marc’s point, about this — because Marc essentially set it up as a tension between performance and introspection, and you’re essentially arguing that introspection leads to better performance, which is what I love about it.

Brian: Well, no I would argue that it’s not introspection. Like, my journaling is definitely a certain kind of introspection, it serves me. But meditation is, like, the calming of the thoughts, or the stilling of it. Or it’s just a respite, in a way. It’s a respite from the perpetual thinking machine thing. I think the idea is that you have these thoughts, these pattern of thoughts, and there are some thoughts that you know you have. But then there are these, like, patterns of thoughts that you have that are probably a little bit disruptive, but they’re a loop. And when you start to say this mantra, you’re interrupting, right? Suddenly, that’s what the sound is and the other thing just dissipates, and you get calm. I’m not trying to think about my life when I’m meditating, I’m just trying to take a break.

Talking about “Billions”

Sonal: Yeah, okay. Let’s spend the last few minutes just talking about “Billions” specifically. Podcast friends, we’re about to go into some light spoiler alerts — particularly from the last and early seasons — so if you haven’t seen them already, you’ve been warned. I have to ask this question, because you know that scene from “As Good As It Gets,” where there’s a female character that goes to Jack Nicholson and…

Brian: Yeah, I take away honor and — what’s the exact line?

Sonal: Well, actually I was thinking of another thing…

Marc: You guys gotta — I have not seen this movie, so.

Sonal: Oh, you haven’t…

Marc: You guys have to describe.

Brian: I thought you were gonna say the one where, “I think of a man and then I take away reason…”

Sonal: Yes. Well, that was his response to her, because the question that I have is how do you write women so fucking well?

Brian: Well, that’s his answer.

Sonal: And that’s right.

Brian: I disagree — wildly disagree with his answer.

Sonal: Which is good to hear, but the best characters on “Billions” are, quite honestly, the female and transgender characters of Maggie Siff, who plays Wendy Rhodes, and Asia Kate Dillon, who plays Taylor. I mean, I want to ask you, how do you do this incredible character development for these female characters?

Brian: You know, the hardest questions to answer are the “how do you do the thing.”

Sonal: I know.

Brain: Because that’s the part that’s not — there is no intellectual answer to that question. That’s the part of it that either makes you someone who does this, or doesn’t do it. The most fun part for me is when I’m sitting on my couch, actually writing the scenes, right? I have music blasting, able to put the computer — the laptop actually on my lap — and I’m able to sort of fly. And that’s the part that isn’t intellectual at all. It’s the result of all the intellectual work you’ve ever done. It’s the result of your curiosity, it’s the result of everything you’ve read, of everything that you’ve watched, of everything that you’ve been a part of. And then you want to just allow it to happen. And so, we honor these characters — and Wendy Rhodes, when we, you know — invented that character and then wrote her, we certainly know who that person is very well. But you have to make these fictional characters feel incredibly real to you, and you wanna write them smarter than you are, and that’s the only thing I can say is — we want every character in “Billions” to be smarter than we are.

Sonal: So, a quick question about Taylor as a character, because “Billions” — the next season is now dropping. You ended the last season with a tension between the head of Axe Capital and his protégé, Taylor, starting their own firm. And I so relate to Taylor’s character like you won’t believe. There’s a sense of, like, unbounded ambition.

Brian: Are you trying to tell Marc something right now?

Sonal: No, no, no, not in that sense.

Marc: This happened before.

Sonal: There’s an unbounded ambition with Taylor, and Axe initially nurtures it and then essentially squashes it. I’m dying to know, like — Taylor is a really interesting archetype actually. Both that Taylor is transgender, and that you have this essential universal archetype in every organization. Tell me how you think about Taylor as a character.

Brian: Well, Taylor’s just the most highly competent person, and is a brilliant person — and, like, if this is a long novelistic piece, we’re still sort of at the middle — the beginning of the middle of the story. And so, that kind of person has to be tempted, right? Has to be tested. If you don’t test the morality of those kind of characters, how do you know whether they’re really moral or not? If they don’t get lost for a little while, how do they become found? And so, that’s where we find Taylor in this season. I don’t wanna spoil anything.

Sonal: Okay, I have another quick one I’m just dying to ask — and we’ll lightening round these and then we’ll wrap up. I wanna ask you about some of the music choices you make, and one specific one. Last season, one of the most compelling, raw music choices you made is in a scene — for those who haven’t caught up all the way I’ll just give a little teaser — where Axe essentially is let out of a situation where he was in trouble, and he’s coming back to his pad, and it’s literally — you guys portray it visually as a completely raw bachelor pad — and the song was “Street Punk.”

Brian: Vince Staples, yeah.

Sonal: Oh my God, I fucking love that moment. It so stripped him bare, down to just he’s a street punk. Tell me about that decision and that choice.

Brian: I mean, David and I choose all the music for the show together, and we’re both music fanatics and trade music all the time. And we put music in the scripts. So when we’re writing that script, we’re going back and forth about what it should be. Is it hip-hop? If it is, who is it and why? We had Vince Staples on the list since the end of the first season I think, when his first record came out. “Norf Norf” is what I thought we would use from the beginning.

But at that moment, you know — that moment people really understand what happens when Axe gets in that hot tub. And, again, that was in the script, that was what our goal was — and then we had to work incredibly hard with our brilliant editor who figured out how to make that sequence work the way we’d had it in our heads. Marnee Meyer, who edited that episode, really worked incredibly hard to build that sequence so that it matched and then exceeded what we had written. And Marnee’s been with the show from the very beginning — she and an editor named Naomi Geraghty have been with the show from the start, and are really and truly our creative partners. They’re the guardians of the tone of the show with us.

Sonal: That’s great. All right, I’ll ask one last one and then we can wrap up. So, in season one — does this count as a spoiler alert because it’s so early in the season? I’ll just give it a high level.

Brian: We’ll decide.

Sonal: Okay. There’s a scene where you essentially set up Axe. The entire audience thinks that he’s gonna cheat on his wife, and I spent that entire episode on the edge of my seat worried that he was gonna cheat on his wife.

Brian: This is an acceptable spoiler.

Marc: This is a spoiler. This is totally a spoiler.

Sonal: But it’s an acceptable one.

Marc: 100%, I don’t know how you could conceivably think it isn’t.

Sonal: It’s season one. Okay, fine, guys, but just quickly on that, like — that was obviously deliberate. Like, tell me about the decision making behind that.

Brian: So, when I was saying the thing about sitting on the couch writing, and how that is this incredibly free process. Then you have to rewrite, and then you have to think about how it fits into the whole. So the whole gag is to write with total freedom, and then rewrite with total clarity. And so, when we’re thinking about whether a character will behave in way A or way B, we’re thinking about what they would do in the moment, and then we’re thinking about the ramifications of that. So, if the character did decision A, well, what does that then say about that character as we go through the rest of the series? Which will leave us in a place where there’s more optionality? And it’s clear in that case which one would leave us with more optionality.

Sonal: That’s great. Okay.

Brian: Oh, can I say one thing though? One of the great things about something like this is that, someone like Marc can do the work he does, and then I can do the work that I do, and if there’s some sort of a mutual sort of fascination with the work, you get to connect with people on that. And that is one of the, sort of, unintended joys of the work that I get to do. And so, that’s why I was happy to fly out here and do this podcast, because we’ve gotten to know each other over the last few years and it’s been a real pleasure. Thanks for having me here.

Marc: Thank you, Brian.

Sonal: Thank you so much for joining the “a16z Podcast,” Brian, and for coming out here. We really appreciate it, and “Billions” the next season is now out.

Brian: March 17th.

Sonal: Thanks, Brian.

Brian: So happy to be here.

Sonal: Thanks, guys.

Marc: Thank you. And by the way, people may not know — I actually play on the show. I actually play Wags under a rubber mask, and so, that’s why you never see me in a cameo.

Brian: I thought we weren’t supposed to advertise…

Sonal: Oh, my god. Wags is one of my favorite characters. Well, thank you…