Acting is the engine that drives Paradise. Not the plot, which you’ve seen before on better shows (watch Silo! watch Fallout!); not the dialogue, which is a wildly mixed bag of astute and cartoonish. Sterling K. Brown, Julianne Nicholson, James Marsden: These are the load-bearing components of what creator Dan Fogelman has built down in that bunker.

To that number we can safely add Jon Beavers, who plays — or played — Agent Billy Pace, the character who gave this episode its title. Via a series of flashbacks, we learn how he became the man he is — or was — today, and it’s a very different man than what we’ve seen from him so far. But Beavers is so endearing in the role and so deft with his bantering dialogue that he almost singlehandedly makes the contradiction make sense.

Billy, it turns out, is not your average Secret Service agent. He spent his entire young life in prison, first for shooting his abusive father, then for killing a bully in the yard. When he’s finally released as the craggy-faced beanpole of an adult we know him as, a mercenary company picks him up and immediately inducts him into their ranks. (Between the mercs and the jailhouse tats, his ink is almost as frightening as the Secretary of Defense’s.)

It was for his skills as a killer that Sinatra selected him to join the 25,000 underground survivors. And she makes him put his skills to use in the most egregious way possible: He assassinates a team of four explorers sent to the surface world to determine if it’s inhabitable enough for human survivors to be out there. It is, and they probably are, but Sinatra has made the decision that everyone’s better off indoors living her fake suburban life, so the explorers have to go. 

Billy, good-natured Billy, always ready with a quip or a comeback Billy, is involved in the bloody cover-up of a secret that would blow Paradise wide open, maybe literally. This explains why he wasn’t more thoroughly reprimanded for sleeping on the job, turning off the security cameras, and playing Wii with his coworker girlfriend (more on her in a moment): He’s too valuable an asset to Paradise’s real ruler. 

But after a lovely night with Xavier and his family during which he almost spills the secret; the moment he said he’d tell Xavier tomorrow instead I laughed out loud at how obvious his fate was. Sure enough, he goes to Sinatra and tells her to back off Xavier and his family, whom he’d defend with his life. (That’s why he had the revolver outside their house the previous night — not to stalk them, but to guard them.)

Yet despite the fact that she pretty much says “I’m going to have you killed” to his face, this towering professional killer just storms out of Sinatra’s office instead of killing her in some special black-ops way that leaves little trace or whatever. And sure enough, she has him killed using one of her other secret agents: Jane, his girlfriend, who’s a stone-cold psycho.

He’s a character I’ll miss, and that’s largely down to the way Beavers’s performance makes his dialogue feel spontaneously generated. When Billy, still new to the job, offers Xavier the following assessment of the president — “I don’t know about you, but I’d fuck him” — I laughed out loud. But he’s equally adept playing fun, trustworthy uncle to Xavier’s adorable kids, or selling his outrage that Xavier could suspect him of killing the president, a man he considered a friend. (It clearly gets his conscience working over the other murders.)

Speaking of the kids, it’s Carnival night in Paradise, with food and rides and prefab fun for everyone. Presley spends the evening getting closer to Jeremy Bradford, who serenades her with “Every Rose Has Its Thorn.” (Yet another slowed-down cover of a massive pop hit, coming right up!) James, meanwhile, gets the other big laugh line of the night after his dad leaves him with Gabriela Torabi while he goes looking for Billy: When Xavier assures him he’ll be right back, James says “I’m in zero rush!” If I were left behind with Sarah Shahi I’d probably say something similar. 

It’s worth noting here that both Xavier and Gabriela have called off their budding romance, Xavier because he’s a Knight of the Round Table and Gabriela simply because she’s satisfied with a one-night thing. To be fair, once you’ve said “I have a message from the president” during sex, it’s pretty much all downhill from there anyway.

All told, this episode features some major developments: Billy dies, Jane is revealed to be a double agent, the depths of Sinatra’s dictatorial ambition and tactics are exposed, and we learn the surface world is inhabitable, if inhospitable. Unfortunately, the road there is a rocky one, riddled with ludicrous cliches like Sinatra’s supervillain speech to a man who could kill her but for some reason chooses not to, or Billy’s whole “I’ll tell you tomorrow” bit. Paradise is a paradox: Its good material exposes its weak material, while its weak material casts the good material in a better light. 

Sean T. Collins (@theseantcollins) writes about TV for Rolling Stone, Vulture, The New York Times, and anyplace that will have him, really. He and his family live on Long Island.