these are a few of my favorite things

1) These two moments parallel each other.

In the first shot, Billy is standing behind his mom, looking past her at Neil. His mom has just thrown a plate to defend herself, but it didn't accomplish anything, and now Neil's poised to attack her. Billy's rushing forward to stop him.

In the second shot, Billy is standing behind Max, looking past her at Lucas. Max was just yelling at him for some reason - Billy doesn't know why - and now Billy's bristling. In the car, he fixates on one question: "Is he causing you trouble?" When she doesn't answer truthfully, he gets angry and orders her to stay away from Lucas. "There are certain types of people in this world that you stay away from. And that kid, Max? That kid is one of them."

Is this a racial comment? You can interpret it that way, and sure, racism could play a part somewhat. Given how "Neil-haunted" this scene is, though, I don't think racism is the main source of Billy's fear. He doesn't mean "certain types of people" as in black people. He means men who upset you, attack you, make you feel unsafe. If Max had been arguing with a girl, he wouldn't have reacted so strongly.

In an aggressive, emotionally-hamstrung way, he's trying to save Max from his mother's fate. She's young, meaning there's still hope for her. If he can pass on the lessons he's learned, teach her to take no shit and treat men with suspicion, maybe she'll be okay.

Runaway Max supports my reading:

Billy talked to me, but in this sly, confidential way, like there was something important he wanted me to understand. It was like he hated me, except for the way he went out of his way to make me just like him. Any hint of softness and he would never let me forget it. (p 52)

Sometimes, though, Billy acted like we were in on some big, crucial secret together. Like we understood each other, like he was so worried about me. And that was worse. I knew he wasn't really worried. He'd just found one more way to mess with me. (p 129)

The second quote comes on the heels of Billy yelling at her about Lucas. It tells us Max senses his worry, even though she writes it off as an act.

And then there's this...

2) Billy's relationship with Neil haunts the entire Byers house sequence in S2.

Let's set the scene. Neil has just punished Billy for failing to watch over Max. Billy rejects responsibility, arguing, "She's thirteen years old, she shouldn't need a full-time babysitter!" We can detect some resentment here if we remember how quickly Billy was forced to grow up. (He definitely didn't have a babysitter at age thirteen.)

Still, earlier scenes have informed us that, on some level, Billy's always afraid for Max's safety. He's convinced men will hurt her if he doesn't intervene. So getting chewed out by his father for failing to protect her has to sting.

When Billy arrives at the Byers house, he's carrying a toxic stew of anger, resentment, and fear. And who does he see first, standing at the door, blocking access to his sister?

Steve. A young man Billy's age.

This is where Billy really starts to lose it. As he talks to Steve, he's physically trembling and twitching, like he's feeling a slow-motion explosion of rage. (Watch the clip carefully and you'll see what I mean.) A lot is going on in his head, more than he understands, but his dialogue clues us in to some of it.

"This whole situation, Harrington, I dunno. It's giving me the heebie-jeebies."

"Oh yeah? Why's that?"

"My thirteen-year-old sister goes missing all day, and then I find her with you, in a stranger's house... and you lie to me about it."

Kill mode engaged.

Picture the situation from Billy's perspective. He has no clue about the Upside Down or the Mind Flayer. As far as he's concerned, Steve and Max shouldn't even know each other's names, let alone hang out with each other. So, with the understanding that Billy suspects men - all men - of secretly being abusive pieces of shit, we realize he's not just blowing smoke here. He believes Steve is an actual threat to Max.

This taps into Billy's deepest fear: that Neil was right about him. He failed to protect his sister, just like he failed to protect his mother... because he's a pussy.

"What, did I raise a pussy for a son?"

That's why he goes bonkers. Shoving Steve down, antagonizing Lucas, and finally attacking Steve outright. He's lashing out, desperate to prove Neil wrong. He's not a pussy. He can protect his family from harm. He can.

To further explain his emotional state, Neil and his mom are echoed viscerally throughout the scene. In his actions, Billy replays things he's seen - and felt - them do.

>>Billy slams Lucas into a shelf. Neil did the same to Billy earlier.

This tells us Billy lumps Lucas in with men like his father. Subconsciously, he's doing what he wishes he could've done to Neil: turn the tables. Slam him into a bookshelf. Yell at him to "stay away from her!" (his mom in the past; Max in the present).

"Stay away from her. You hear me?"

>>When he's backed into a corner, Billy throws a plate at Steve like his mom did at Neil.

This tells us two things: (1) Billy lumps Steve in with Neil too, and (2) he's flashing back to that memory, whether he realizes it or not. It's seared so deeply into his mind that he can't help but relive it. And here, he feels he's in the same position as his mother, defending herself against an abuser.

It's easy to miss all of this. On the surface, Billy's just a bully who's making our heroes suffer. But beneath the surface, his motives are nuanced, complicated, even tragic. That's why he's such a compelling character.

He doesn't hate Max. He wants to protect her against a world he sees as cruel and untrustworthy. Sadly, he's so broken that he doesn't know how to do it without hurting her. His fear of monsters has driven him to become a monster himself.

It makes me think of Kali's speech to El:

"I decided to play the part [of a monster]. To stop hiding. To use my gifts against those who hurt us."

In Billy's world, as in Kali's, the only way to survive is to play the part. And just like Kali tries to teach El this lesson, he's trying to teach it to Max.

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