By Mandi Bierly
January 25, 2012 at 07:00 AM EST
Prashant Gupta/FX

SPOILER ALERT! Episode 2 of Justified‘s third season, “Cut Ties,” gave us the answer to whether Boyd got Raylan to arrest him last week so he could kill Dickie in prison or just threaten him until he revealed where Mags’ money is (the latter, it turns out). But we also got a tense introduction of the hill-country banker/badman Ellstin Limehouse (Mykelti Williamson), who’ll be sticking around, and a much-anticipated visit from Assistant Director Goodall (Carla Gugino, not being TV’s Karen Sisco), who won’t. As we’ll be doing each week throughout the season, we asked exec producer Graham Yost to take us inside the writers room.  

ENTERTAINMENT WEEKLY: Let’s start with Raylan and Winona’s opening conversation. It’s nice that they were poking fun at their history.

Graham Yost: Tim [Olyphant] suggested that it go in that direction. The idea is it’s in her talking about how people will do what they’re gonna do, it’s hard to change them, that he realizes, oh, of course, Boyd’s been playing me.

Assistant Director Goodall: We never hear her first name. So that’s not Karen Sisco, with Goodall being the married name she kept when she got divorced?

I don’t know what you’re talking about. I honestly don’t know what you’re talking about. No, listen, we’re big fans of Carla, she enjoyed playing a marshal, we thought it would be fun to have her play a marshal again.

Is there room for her to come back?

Oh yeah. Part of it was, “Let’s see how much she enjoys being on the show.” You never know, in a subsequent season, if that’s a way we’d want to go.

So we won’t see her again this season?

No, she’s doing a play on Broadway. We had a small window. We had thought about her and that story for later in the season, and then we just decided, you know what, let’s do that now ’cause we can get Carla now.

Raylan and Goodall’s synchronized takedowns in the hotel were pretty badass.

I think again, a lot of this came from Tim. Let’s show he commits to Winona and everything’s great, and then in through the door comes the one that got away, and you can see how good they are together. But he’s made this commitment to Winona, and that’s the way it’s gonna be. We wanted to show the cost.

The kiss Raylan gave Winona at the end of the episode: Was that just for Goodall’s benefit, or what meaning are we supposed to take from it?

Like hopefully anything in this show — we’re giving everything a lot of thought — you hope that it accomplishes a couple things. I think he is showing Goodall, but I think he’s also showing Winona. I think he’s showing himself. I think there’s something to be said if you feel you have to show yourself and you have to prove this, then there’s some questions going on. It hopefully has a lot of meaning.

Art (Nick Searcy) was also badass in this episode. I always love seeing him like that because it reminds us why he’s Raylan’s boss and the man in charge. I assume that’s what you were aiming for with his part in the storyline?

Yeah. Basically, the idea was we wanted to see where Art came from, how he started out, what kind of marshal he was before he settled down, ’cause a lot of this is the question of what’s Raylan gonna do: Is he gonna settle down with Winona? Is that the way his life is gonna go? And here’s Art showing that’s the choice he made, essentially. And we just thought it’d be fun to see Nick be badass because he’s such a great guy and such a great actor.

Take me through the creation of the Limehouse character.

I felt after the first two seasons that the only African-Americans we’d had on the show were either Rachel or more urban stories, like Rachel’s brother-in-law in the second season, or there was Curtis Mims, a hitman type bad guy in the first season, and there didn’t seem to be anything particularly Kentucky about it. So we started looking into the black communities in Harlan, much to many’s surprise that there are any. But there are, so what was the history of them? A lot of them formed in the ’30s and ’40s, sharecroppers who were brought up from the deep, deep South to come work in the mines, and they just collected into these little African-American hamlets. But then [executive story producer/writer] Nichelle Tramble Spellman found this story of a community that was called Coe Ridge or Coe Holler. These were emancipated slaves who were basically deeded the land from their previous owners, and they survived back in the hill country in Harlan for almost another 100 years. White landowners in the area tried to pry ’em out, but they couldn’t get them out. So that sounded cool. And then the next part of it that we thought was great is we found out that Coe Holler was used sometimes as a refuge, as a sanctuary by battered white women, because they knew that their husbands or boyfriends or whoever wouldn’t come in after them there. So that seemed to be something that would fit with Raylan’s backstory and his mother having been beaten by his father, as well as Ava’s backstory of her life with Boyd’s brother Bowman. The third thing that pointed us that way was that one of the models for Mags Bennett in the second season was a real-life criminal matriarch named Mags Bailey, and the story goes that she kept her money hidden under a black church, because she knew no white criminals would go after it. So putting all that together, we decided what if our version of Coe Ridge or Coe Holler still existed, and the reason it existed is because of this family that had sort of served as the unofficial banking enterprise for white criminals, because they all knew no one would come and steal their money from a black community. That’s where it got started. Then we came across this perhaps fictional character named Limehouse, who was supposedly an African-American man who was sent down into the deep South to recruit sharecroppers to work in the mines, and we just loved that name. As soon as we started to come close to this character, I thought of Mykelti Williamson [who Yost worked with on Boomtown].

What I loved about the scene that introduced him is that it establishes he can play nice once, but if you cross him again, he’ll take you out. That’s the tone you wanted to set for the character?

Right. We wanted it to be unequivocally clear from the beginning in the first episode that Quarles [Neal McDonough’s Detroit mobster] is a bad guy, and he’s one of those Elmore Leonard characters that needs to die. Now whether or not he will, I’m not saying, ’cause he may not. But he certainly deserves it. He’s charismatic, he’s interesting, charming, and hopefully compelling, but he’s a bad, bad guy. With Limehouse, we wanted to create a character who was far more ambiguous and kind of mysterious. What is he up to? What is his game? What is he trying to achieve? What is he capable of? We’ll slowly find that out over the season.

This is probably a stupid question, but was that a real pig Limehouse was slicing? If so, it was a GIGANTIC pig.

I’m trying to remember. I think there’s real pork products involved in a lot of these scenes, but there’s also a big fake pig that we did buy that was not cheap. So that’s why you’ll probably see it a lot throughout the season. Maybe sitting in a car with Raylan at times.

Just to get your money’s worth.

Exactly. “What’s that doing in the back of the Marshals’ office?” “Eh, don’t worry, we paid for it, we’re gonna put it there.”

I liked that Rachel’s first kill since her first kill didn’t traumatize her. A lot of shows would have had that happen to give her an arc, but Justified isn’t headed there.

No, it’s not. It doesn’t traumatize her because she was defending a mother and her children. That’s why the series is called Justified. That one, almost more than any other we’ve done, was justified.

Last question: Art says “Somebody needs to tell Denzel” the story of Bass Reeves (who was famous for the number of criminals he captured after being commissioned a U.S. Marshal in 1875, making him one of the first black federal lawmen west of the Mississippi). Was that you, screenwriter of Speed, pitching Denzel Washington?

No. Elmore Leonard has a new book out, called Raylan, which is three interconnected stories that he started working on after we started the series. I think it’s in there that Raylan has a long conversation with another marshal, and the other marshal talks about Bass Reeves. One of the things that you find in Elmore’s writing is he loves characters to talk about movies, because we all talk about movies. And they will even talk about, “You know, I’d like to be played by this guy,” or “Let’s get Denzel to do that.” It’s either in there, or it was just something that Tim and the writer of the episode, Ben Cavell, came up with.

Three teases for next week’s episode, “Harlan Roulette”: Wade Messer (James LeGros) returns. We’ll learn Quarles’ master plan. You haven’t seen the last of that eavesdropping guard who helped Boyd get to Dickie before Raylan had Boyd released…

Follow Mandi on Twitter: @EWMandiBierly

Read more:

‘Justified’: EP Graham Yost dissects season 3 premiere in first of our weekly postmortems

‘Justified’: Timothy Olyphant talks season 3’s big bad, why the show’s writing is that good

‘Justified’ Primer: Who’s Who in Harlan?