# I’ve Edited 357 Books. Most Villains Lack These 5 Things. ![[images/Villains-Lack-5-Things.webp]] **Creator:** Alyssa Matesic · **Published:** 2026-06-30 · **Length:** 15:33 · [Watch on YouTube](https://www.youtube.com/watch?v=01NP5ue-JoA) > Caption source: YouTube **English captions** (`en-orig`, auto-generated), downloaded with **yt-dlp** (android_vr client). The first request hit **HTTP 429**; a spaced `en-orig`-only retry succeeded and covers the whole video (0:00-15:33). No TubeAlfred or youtube-transcript-api credits were used. Section headings use the **creator's chapter timestamps** from the description. Film and TV quotations are as heard in the clips she plays. Screenshots are from the downloaded video stream. The thumbnail ("You need them ALL") shows Miranda Priestly, Lex Luthor, Regina George, Logan Roy and Emily Gilmore. ## Outline ### 0:00 Intro - [0:00](https://www.youtube.com/watch?v=01NP5ue-JoA&t=0s) Years ago she had a boss "just like **Miranda Priestly**"; watching ***The Devil Wears Prada*** still gives her flashbacks. The boss was cold and incredibly demanding and made her "ugly cry in the office" more than once. - [0:17](https://www.youtube.com/watch?v=01NP5ue-JoA&t=17s) And yet she admired her and got absorbed in her world, just like the assistant **Andy** in the film. Miranda is a villain, but 20 years after the first movie audiences are still lining up to see what she'll do next. - [0:34](https://www.youtube.com/watch?v=01NP5ue-JoA&t=34s) Why do we fall so hard for the characters we're supposed to hate? As an editor who has worked on hundreds of novels, including **New York Times bestsellers**, she shares five techniques that make readers love your worst character, "maybe even more than your protagonist." ![[images/Villains-Lack-5-Things-t0008.webp]] ### 1:02 1. Make them brilliant at something - [0:58](https://www.youtube.com/watch?v=01NP5ue-JoA&t=58s) "The thing that most writers totally skip." Humans are wired to admire **mastery and exceptionalism**, even when it comes at a cost. An undeniably brilliant villain draws us in; we even justify their cruelty as "the cost of their competence." A mediocre villain has nothing to appreciate and nothing to **counterbalance their evil**. - [1:19](https://www.youtube.com/watch?v=01NP5ue-JoA&t=79s) Example: Miranda, editor-in-chief of a renowned fashion magazine, in the scene where her team chooses between two belts for a dress. Andy snorts because they look identical to her ("I'm still learning about this stuff"). - [2:09](https://www.youtube.com/watch?v=01NP5ue-JoA&t=129s) Miranda's **cerulean sweater** speech: Andy's "lumpy blue sweater" is not just blue but cerulean; **Oscar de la Renta** did a collection of cerulean gowns in 2002, then **Yves Saint Laurent** showed cerulean military jackets, it appeared in eight designers' collections, filtered down through department stores to "some tragic **Casual Corner**" clearance bin. That blue "represents millions of dollars and countless jobs," and Andy is wearing a sweater "selected for you by the people in this room." - [3:28](https://www.youtube.com/watch?v=01NP5ue-JoA&t=208s) The room is speechless; when Miranda speaks, people listen. Her **authority** comes from being the best in the world at what she does, so even if we find her snobbish or repulsive, we appreciate the genius. - [3:43](https://www.youtube.com/watch?v=01NP5ue-JoA&t=223s) "**Intelligence is seductive**," which is why many iconic villains are incredibly smart: the **Joker**, **Lex Luthor** and **Hannibal Lecter**. Make your villain brilliant at something and **show it on the page**. ![[images/Villains-Lack-5-Things-t0066.webp]] ![[images/Villains-Lack-5-Things-t0150.webp]] ![[images/Villains-Lack-5-Things-t0200.webp]] ![[images/Villains-Lack-5-Things-t0238.webp]] ### 4:14 2. Show their deepest fear - [3:58](https://www.youtube.com/watch?v=01NP5ue-JoA&t=238s) Readers must not just admire the villain but **understand** them. - [4:16](https://www.youtube.com/watch?v=01NP5ue-JoA&t=256s) Too many authors create **cookie-cutter villains**: the right shape, but like all the others, and they "crumble when you get too close." They're **two-dimensional**, with no layers or depth. - [4:32](https://www.youtube.com/watch?v=01NP5ue-JoA&t=272s) Key rule: your villain should be **as well developed as your protagonist**, even with far less page time and even if they're not a **POV character**. They need a fully fleshed-out **backstory, desires, drives, motivations**, and the most often forgotten piece, **fears**. - [5:02](https://www.youtube.com/watch?v=01NP5ue-JoA&t=302s) Their deepest fear explains why they are the way they are, even if we don't agree with their actions. She constantly reads manuscripts where the villain is bad "just because the plot needs conflict"; readers sense that emptiness immediately and the whole story falls flat. - [5:17](https://www.youtube.com/watch?v=01NP5ue-JoA&t=317s) Miranda isn't cruel to Andy because she's mean by nature or hates her (she hired her). Everything she does protects the **empire** she has built; her deepest fear is **losing her power** in an incredibly fickle industry. Her impossible standards are "a brutal means of survival and self-preservation." - [5:49](https://www.youtube.com/watch?v=01NP5ue-JoA&t=349s) **Emily Gilmore** from ***Gilmore Girls***: on the surface a snobby, wealthy matriarch who judges and undermines her daughter's non-traditional choices; underneath, a mother **terrified of losing her family** and operating by the only rules she's ever known. If she lets control go, she fears she'll lose everyone she loves. - [6:20](https://www.youtube.com/watch?v=01NP5ue-JoA&t=380s) Find the deeper fear behind your villain's actions and put it on the page, but not in "some kind of **confessional monologue**." Show glimmers in small moments: we sense Miranda's and Emily's terror of losing control through how they react when threatened, through their **overreactions, insults and strange habits**. ![[images/Villains-Lack-5-Things-t0256.webp]] ![[images/Villains-Lack-5-Things-t0362.webp]] ### 7:11 Streamline your writing process! (sponsor: Scrivener) - [7:07](https://www.youtube.com/watch?v=01NP5ue-JoA&t=427s) A common problem: writers do great character-building work and then lose track of it, with character notes, outline and manuscript in three different documents. - [7:23](https://www.youtube.com/watch?v=01NP5ue-JoA&t=443s) Sponsor **Scrivener** keeps the whole project (manuscript, research, character notes, **world-building bible**) in one workspace; you can pull up a character profile beside the scene you're drafting. Many clients have sworn off Google Docs and Word because of it. - [8:10](https://www.youtube.com/watch?v=01NP5ue-JoA&t=490s) Features she likes as an editor: **drag-and-drop scene reordering**, color-coded labels to track **POVs or timelines**, and **snapshots** of a scene before a big revision (the demo project on screen is *Alice in Wonderland*). - [8:26](https://www.youtube.com/watch?v=01NP5ue-JoA&t=506s) Free trial for Mac or PC; code **ALYSSA** gives 20% off the one-time license, valid until August 10. ![[images/Villains-Lack-5-Things-t0480.webp]] ![[images/Villains-Lack-5-Things-t0515.webp]] ### 8:51 3. Make them brutally honest - [8:42](https://www.youtube.com/watch?v=01NP5ue-JoA&t=522s) "The most fun to write" and, counterintuitively, it makes bad characters kind of lovable: your worst character should say what the protagonist is **too polite or too scared** to say aloud. - [8:58](https://www.youtube.com/watch?v=01NP5ue-JoA&t=538s) Social life involves biting our tongues, smiling at mediocre work and telling people what they want to hear. A character who refuses feels **cathartic**, "electric and energizing in a weird way," and part of us appreciates it even when it's cruel. - [9:14](https://www.youtube.com/watch?v=01NP5ue-JoA&t=554s) Miranda is "a master of insult"; her lines are devastating and memorable because they ring **clever and true** (clip: "She's useless and unattractive"; "That wasn't a question"; "Florals? For spring? Groundbreaking."). - [10:02](https://www.youtube.com/watch?v=01NP5ue-JoA&t=602s) **Regina George** in ***Mean Girls*** delivers brutally honest thoughts with total conviction, making her "one of the most quotable characters of all time" (clips: "Jason, why are you such a skeez?"; "a less hot version of me"). - [10:34](https://www.youtube.com/watch?v=01NP5ue-JoA&t=634s) Don't be afraid to make your villain "go there" and say uncomfortable things unapologetically; it will likely produce some of your most captivating, memorable scenes. ![[images/Villains-Lack-5-Things-t0532.webp]] ![[images/Villains-Lack-5-Things-t0600.webp]] ![[images/Villains-Lack-5-Things-t0620.webp]] ### 10:55 4. Let them win someone over - [10:51](https://www.youtube.com/watch?v=01NP5ue-JoA&t=651s) "The real psychological trick," subtle but probably the most effective: if we watch someone we trust slowly come around to and appreciate the villain, we follow suit, probably without realizing it. - [11:09](https://www.youtube.com/watch?v=01NP5ue-JoA&t=669s) That's why the **point-of-view character** matters so much: the reader takes their **emotional cue** from whoever's mind we inhabit. - [11:25](https://www.youtube.com/watch?v=01NP5ue-JoA&t=685s) We experience Miranda through Andy, who starts where we do (seeing a cruel, ridiculous tyrant) but comes to appreciate her brilliance, crave her approval and even defend her; our opinion shifts alongside hers. - [11:41](https://www.youtube.com/watch?v=01NP5ue-JoA&t=701s) ***Whiplash***: **Andrew**, a talented young drummer, is humiliated and abused by studio band conductor **Fletcher**. Disturbed at first, Andrew is pulled in scene by scene, chasing Fletcher's approval until he's willing to destroy himself "to earn just one nod of respect"; locked into his experience, we understand the pull even as we're horrified. - [12:27](https://www.youtube.com/watch?v=01NP5ue-JoA&t=747s) Takeaway: "**put a skeptic in the room**" and let us watch that skeptic's mind change. ![[images/Villains-Lack-5-Things-t0656.webp]] ![[images/Villains-Lack-5-Things-t0720.webp]] ### 12:41 5. Have their mask slip - [12:27](https://www.youtube.com/watch?v=01NP5ue-JoA&t=747s) The final tactic ties everything together. Many writers make villains **completely untouchable**, fearing any weakness will ruin them, but it's the opposite: they only feel real once the **mask slips**. One small, genuine moment of **vulnerability** recolors our whole perception. - [12:58](https://www.youtube.com/watch?v=01NP5ue-JoA&t=778s) In *The Devil Wears Prada*, Andy finds Miranda in her **hotel room** with no makeup, talking openly about her **divorce**; for a moment the most powerful person in the room is "simply a human who is hurting." - [13:13](https://www.youtube.com/watch?v=01NP5ue-JoA&t=793s) **Logan Roy** in ***Succession***: a cold, brutal media mogul who manipulates everyone, including his adult children, and never lets his guard down even while dying. In one quiet scene alone in a **diner** with his bodyguard he says "You're my best pal," showing how far he has pushed everyone else away, laments that nothing's the same and wonders whether there's anything after death; his **loneliness and fear of dying** peek through. - [14:00](https://www.youtube.com/watch?v=01NP5ue-JoA&t=840s) Don't overdo it with a "big weepy monologue" explaining the villain's unraveling; that veers into **melodrama**. Let us glimpse the vulnerability briefly, then let the mask **snap back into place**, and we'll never see the villain quite the same way again. - [14:33](https://www.youtube.com/watch?v=01NP5ue-JoA&t=873s) If your manuscript lacks this moment, find a place for it, typically in the **second half of the story**, once readers think they know everything about your worst character. - [14:49](https://www.youtube.com/watch?v=01NP5ue-JoA&t=889s) The best villains aren't pure evil or just there for plot; they should be "intoxicating, layered, captivating characters in their own right." But an irresistible villain means little if the **protagonist falls flat** by comparison, so she points to her video on the biggest main-character mistakes she sees. ![[images/Villains-Lack-5-Things-t0762.webp]] ![[images/Villains-Lack-5-Things-t0790.webp]] ![[images/Villains-Lack-5-Things-t0835.webp]] ![[images/Villains-Lack-5-Things-t0905.webp]] ## Key takeaways - Give the villain undeniable mastery and show it on the page; readers forgive a great deal for competence. - Develop the villain as fully as the protagonist (backstory, desires, motivations) and, above all, identify their deepest fear. - Reveal that fear through behavior (overreactions, insults, habits), never a confessional monologue. - Let the villain say what everyone else is too polite to say; brutal honesty is cathartic and quotable. - Use the POV character as a skeptic who gradually comes around, and the reader will follow. - Give one brief, genuine moment of vulnerability, best in the second half, then snap the mask back on. - A strong villain still needs an equally strong protagonist. ## Things mentioned ### Films and TV - ***The Devil Wears Prada*** (2006): Miranda Priestly, Andy (Andrea Sachs); the belt and cerulean-sweater scene, "Florals? For spring?", the hotel-room divorce scene; she notes audiences lining up "20 years after the first movie" - ***Gilmore Girls***: Emily Gilmore - ***Mean Girls*** (2004): Regina George - ***Whiplash*** (2014): Andrew and Fletcher - ***Succession***: Logan Roy and the diner scene with his bodyguard - Iconic intelligent villains: the **Joker** (on screen: Heath Ledger's version from *The Dark Knight*), **Lex Luthor**, **Hannibal Lecter** ### Fashion references (from the cerulean speech) - **Oscar de la Renta** (cerulean gowns, 2002), **Yves Saint Laurent** (cerulean military jackets), **Casual Corner** (clearance bin) ### Craft concepts - **Cookie-cutter** and **two-dimensional** villains; villains as developed as the protagonist - Backstory, desires, drives, motivations and **deepest fear**; show, don't tell (no confessional monologue) - **Brutal honesty** as catharsis; quotable villain dialogue - **Point-of-view character** as the reader's emotional cue; "put a skeptic in the room" - **Mask slip** / moment of vulnerability, placed in the second half; avoiding melodrama - Villain vs. protagonist balance ### Sponsor - **Scrivener** (Literature & Latte): single project workspace, character profiles beside scenes, drag-and-drop scenes, color-coded labels, snapshots; free trial for Mac/PC; code **ALYSSA** for 20% off the one-time license (valid until August 10): https://www.literatureandlatte.com/store/scrivener ### Links from the description - Work with her on your story: https://www.alyssamatesic.com/inquire#inquire-2 - Free Story Self-Assessment: https://www.alyssamatesic.com/#freebie-form - Newsletter **Chapter Break**: https://www.chapter-break.com/ - Query letter review: https://www.queryacademy.com - Related videos: [[If I Read One More Villain Like This… (5 Characters We Need to Banish)|If I Read One More Villain Like This… (5 Characters We Need to Banish)]] ([YouTube](https://youtu.be/X-i4PpLWReA)) · [How to Write Realistic Characters: 5 Common Mistakes](https://youtu.be/6Fwla4UfGq8) · [9 Ways to Make Readers HATE Your Main Character](https://youtu.be/iL5JpDVomAs) - Socials: [Instagram](https://www.instagram.com/alyssabookeditor/) · [X](https://x.com/alyssamatesic) · [TikTok](https://www.tiktok.com/@alyssamatesic) - Music credit: *Charlie Brown* by Smith The Mister (https://smiththemister.bandcamp.com) ## Biographies ### Alyssa Matesic Professional **book editor** and YouTube creator (channel **Alyssa Matesic**, about 197K subscribers when this note was made). Her description says she has more than a decade of publishing and editorial experience across **Big Five publishing houses and literary agencies**; in this video she says she has worked on hundreds of novels, including New York Times bestsellers (the title puts it at 357 books), and recalls a former boss who resembled Miranda Priestly. She offers developmental editing, a free story self-assessment and a query-letter review service (Query Academy), and writes the newsletter **Chapter Break**. (Sources: this video and its description.) ### Miranda Priestly Fictional editor-in-chief of the fashion magazine *Runway* in Lauren Weisberger's 2003 novel *The Devil Wears Prada* and its 2006 film adaptation, where she is played by **Meryl Streep** opposite **Anne Hathaway** as her assistant Andy Sachs. Matesic uses her as the running example for all five techniques. (Sources: this video; novel, actors and magazine name are general knowledge.) ### Emily Gilmore Fictional matriarch in ***Gilmore Girls*** (created by Amy Sherman-Palladino, 2000-2007), played by **Kelly Bishop**; the wealthy, controlling mother of Lorelai Gilmore. Cited as an antagonist driven by fear of losing her family. (Sources: this video; creator, dates and actor are general knowledge.) ### Regina George Fictional queen bee of ***Mean Girls*** (2004, written by Tina Fey), played by **Rachel McAdams** in the original film. Cited for brutal, quotable honesty. (Sources: this video; details are general knowledge.) ### Fletcher and Andrew (Whiplash) Terence Fletcher, the abusive studio band conductor played by **J.K. Simmons** (Oscar-winning role), and Andrew Neiman, the young drummer played by **Miles Teller**, in Damien Chazelle's ***Whiplash*** (2014). Cited for how the POV character's growing pull toward the villain draws in the audience. (Sources: this video; names, actors and director are general knowledge.) ### Logan Roy Fictional media mogul and patriarch in HBO's ***Succession*** (created by Jesse Armstrong, 2018-2023), played by **Brian Cox**. Cited for a rare vulnerable moment in a diner with his bodyguard. (Sources: this video; details are general knowledge.) ### The Joker, Lex Luthor and Hannibal Lecter Classic intelligent villains: the Joker (Batman's nemesis; the on-screen still is Heath Ledger in *The Dark Knight*), Lex Luthor (Superman's genius rival) and Hannibal Lecter (Thomas Harris's brilliant psychiatrist and cannibal killer, from *Red Dragon* and *The Silence of the Lambs*). (Sources: this video; details are general knowledge.) ### Oscar de la Renta and Yves Saint Laurent Dominican-American designer Oscar de la Renta (1932-2014) and French designer Yves Saint Laurent (1936-2008), named in Miranda's cerulean speech as the designers whose collections sent the color down to the mass market. (Sources: this video's film clip; dates are general knowledge.)