[9.2/10] Really fantastic episode. I’ve seen Martin Starr in a ton of projects over the years, from significant roles in *Party Down* and *Spider-Man: Homecoming*, to great guest appearances on *Community* and *Parks and Recreation*, and as great as he is in those, I’m not sure he’s ever been as great as he is here as Bill. What I love about Bill’s storyline here is that no one is the bad guy. Both Bill and Coach Frederickson have very understandable reasons to clash with one another, and each acts like a bit of a jerk at times, but both are very sympathetic nonetheless, with each doing their best in a situation where they’re practically destined to clash. At the same time there’s such subtlety to the character work. We’ve only gotten snippets of Bill’s life, but we know that his dad isn’t around and we learn that his mom has a bit of a checkered past, and so it makes sense that between that and being a young teenager, he’d be uncomfortable with any major change in his life or parental situation and push back. That has to go double when your mom’s new beau turns out to be your coach. What’s great about this one is that in a storyline that could easily have devolved into sitcom wackiness, *Freaks and Geeks* finds the humanity in that sort of situation. It would be tough to have someone who is basically your antithesis, a jock, dating your mom, and it would be tough to try to relate to your girlfriend’s son who you have very little common with, with the added complication of you being in a position of authority over him at his school. *Freaks and Geeks* plays those complications to the hilt. Bill’s disgust for the whole situation is palpable, and the way he’s kind of hurt and resistant to this change manifests in real ways. His mouthing off to Frederickson in gym class is a great scene (improved by Alan’s reaction to it), and I love Bill’s quiet disdain for Frederickson’s taste after he champions *Rocky II* over the original *Rocky* movie. It’s a great way to signal how the two of them would be on different pages, and that would lead to natural clashes, especially when Bill is already primed to resist. But what I really like is that Frederickson is really trying. He backs down from his Bill Murray comment. He encourages Bill in class and talks him up to his mom. And he even takes Bill and his friends to the Go Kart place to try to show him that they can have fun together, replete with novelties and gags. There’s ways in which Frederickson is kind of a big goofy kid himself, so it’s a natural arena for the two to try to find an interest they share. And yet, things go awry, when Frederickson runs Bill off the track in what he thinks is the spirit of competition, and what Bill thinks is emblematic of Frederickson’s cluelessness and jockocity that means they’ll never get along. Until they really do find common ground -- their love of Ms. Haverchuck. It’s a nice way to humanize Frederickson and to solve the problem between him and Bill, with an earnest plea from the Coach that he truly loves Bill’s mom and that’s why he’s trying so hard. Bill’s tears in response are poignant as all get out, and the final scene, with Bill explaining *Dallas* to Frederickson is the perfect way to show detente or understanding. It’s a lovely storyline done to perfection here. I also really like Millie’s story. It’s another instance of a secondary character getting a day in the limelight, and lets Lindsay evaluate her own path from the outside. Like Lindsay, Millie has a devastating personal lost and in shakes her faith in aiming to be a “good girl.” So she breaks a little bad: skipping class, planning to go to a Who concert, and even starting to drink beer. Lindsay is worried (and perhaps a little jealous that someone is getting in her lane), but Kim brushes her off, encouraging Millie to cast off the good girl trappings and embrace the Freak life, even if she’s hiding the secret that she’s the one who ran over Millie’s dog. What’s great is that Lindsay tries very hard to get Millie to snap out of it, and it’s only Kim’s decision to unleash that secret that seems to halt Millie’s decline. It’s another sign of Kim’s more empathetic side, where as much fun as she’s having, she recognizes that this isn’t Millie and is willing to come clean to avoid her having to go down that road. On top of that, you have great comic relief side stories. Nick writing Lindsay a sincere but terrible song, and Ken smashing his guitar before Nick can actually play it (and framing it as the best favor he ever did for Nick) is delightful. At the same time, Joe Flaherty is on fire here with his reactions to a Who record (particularly his bit about “If I was such a prude, you wouldn’t be here.”). On the whole, pretty much every part of this episode was superb, particularly the complex, well-done Bill story.