By Mandi Bierly
April 11, 2012 at 06:38 AM EDT

SPOILER ALERT! If you haven’t watched Justified‘s bloody, emotional season 3 finale “Slaughterhouse” (story by showrunner Graham Yost, teleplay by exec producer Fred Golan), stop reading now. As we’ve done each week throughout the season, we asked Yost to take us inside the writers room. Bonus: He also looks ahead to season 4. (Jump straight to that scoop here.)

Among the twists in the final hour: It was Arlo (Raymond J. Barry) who’d shot and killed Trooper Tom Bergen (Peter Murnik) last week, and for all Arlo knew, the “man in a hat” who’d been pointing a gun at Boyd (Walton Goggins) could have been Raylan (Timothy Olyphant). Ouch. It was Quarles (Neal McDonough) who told Raylan the shooter was Arlo — right after Quarles had his rail-gun arm chopped off by Limehouse (Mykelti Williamson). Awesome. Limehouse had told Raylan about Boyd killing and burying Devil (Kevin Rankin), and Boyd was arrested. But Arlo later confessed to Devil’s murder as well as Tom’s, and Boyd walked. Yay. Johnny (David Meunier) was the one who’d snitched to Limehouse about Devil, but Johnny made Ava (Joelle Carter) think Arlo had talked to Ellen May (Abby Miller). Ava got violent trying to get her to talk. Let’s dig in.

ENTERTAINMENT WEEKLY: So Arlo really didn’t know who he was shooting at?

Graham Yost: He did not know. That “man in a hat” thing was something that came up while we were working on the break, the writing, and the outlining of the last episode. In the credits, I wrote the story and Fred wrote the script. But Fred being Fred, if he was jammed, he would say, “Why don’t you take a run at this scene?” And I just threw in the “man in a hat” thing. That was something that he loved and Tim picked up on, and it just became the anchor for the final beat of the season.

So Arlo came back to the bar after he left Ava last week?

Our rationale on that is he was headed back there to kill Dickie. That’s what Helen was talking about in his hallucination. “You gotta take care of business, you gotta do this.” That’s what he went back to do. The track that we had in our minds was that Arlo sees a guy in a hat, thinks maybe it’s Raylan and shoots him anyway — not trying to kill Raylan but trying to save Boyd. So then in the bar when he sees Raylan, he is, to a degree, relieved that he didn’t kill his son. It all comes back to Helen, in that Helen was the conscience for Arlo. In our imagination, she could be both a devil on one shoulder and an angel on the other. The devil saying, “Go kill Dickie” and the angel saying, “You’ve got to apologize to Raylan.” Arlo isn’t a mustache-twirling bad guy. At some level, because Helen told him so, he understands that he was not a great father though he would never admit it. What we were looking for [with that apology] — for the audience, not knowing where the story was gonna end up — was just a tiny moment of rapprochement between father and son. Raylan is surprised by it. Maybe he’s slightly pleased to hear it, but it’s so odd that it doesn’t make him think where this could be coming from — and it’s coming from the fact that Arlo shot a man in a hat thinking it might be Raylan.

Did Arlo come up with the idea to take the fall for Devil’s murder himself, or was that Ava and Johnny?

In our minds, it was just Arlo coming up with it himself. We had thought about having some kind of shot of Arlo seeing Boyd in the holding cell and a look passing between them — not necessarily that Boyd was giving instructions, but more that Arlo was just seeing Boyd and making a decision. We knew we wanted Boyd not in jail at the end of the season. There was another idea we were toying with that I’m not gonna tell you because we might use it later. But that idea of Arlo taking the fall was something Fred came up with fairly early on, because we just felt it would be a really big screw you from Arlo to Raylan, as well as a sort of declaration of his affection for Boyd and his loyalty to Boyd.

Speaking of affection, that scene where Boyd told Ava why he wouldn’t run from the law, because they’d always know he’d come back to her, and she said she wanted more time — so good.

They’re just great together. We didn’t spend a lot of time on the romance over the year, but there are a couple little scenes here and there. They both know how to play it very real, so you really root for them. Lest we forget, they’re both murderers. They’re not just criminals. THEY’RE MURDERERS. And yet, we somehow like them.

When I talked to Joelle Carter a few weeks ago, she said there was something Ava did in the season finale that took her some time to wrap her mind around the first time she heard about it. I assume that was beating up Ellen May to find out what she could have told Dickie about Devil that allegedly got back to Limehouse?

That would be it. I told you earlier in the season about our idea of exploring the theme of crossing a line and what happens when you cross the line. Joelle is such a gamer. I think the way Fred first wrote it, she maybe pushed Ellen May and slapped her twice, or something. And it was Joelle who said, “How about this progression: I’ll push her first, then I’ll slap her, and then I’ll punch her.” [Laughs] We had not thought of her punching her. Joelle being Joelle, it wasn’t just some half-ass punch. It looked real. The way she got there relates to the scene where she’s begging Boyd, “Let’s go on the run.” You realize that it’s coming out of her own frustration and anger. The way she plays it at the end, “You don’t talk to anybody about anything” and walks out, you can see a little glimpse of horror in her eyes. Like, what the hell have I just done? That’s Joelle. I mean, when she hit me the other day… No.

So when Limehouse met Boyd on the bridge and gave him back his “deposit,” he already knew he would eventually turn Boyd in for Devil’s murder?

He had that in his pocket, which is why he said to Errol [Demetrius Grosse], “Not yet.” He was holding that in reserve, to call Raylan or the authorities. We had a version where you saw Errol calling the Kentucky state police and saying, “I saw a body being buried.” But when Raylan comes to Limehouse, okay, now it’s time.

Raylan balancing the salt shaker at Limehouse’s. Is there a story behind that?

I think it was Tim with Dean Parisot, our wonderful director of the episode. They just came up with this idea of the salt shaker, and in editing, it was just a decision as to when it would fall over. At one point, it fell over when Raylan pulls his guns and Limehouse gets the cleaver and there’s all this motion. It looked fine falling over then, but then it was either [editor] Bill Johnson’s or Dean’s idea to delay it and just have it fall over almost randomly but at a nice little punctuation moment farther into the scene.

We’ve talked before about how Tim doesn’t want Raylan to use his gun — like you, he prefers more creative violence — so that double gun scene with Limehouse, and the earlier “Harlan Roulette” scene with Wynn Duffy (Jere Burns), are the best of both worlds: We get to see him wield a weapon but not actually shoot anyone. I loved the return of Harlan Roulette.

That was a late change. We knew there was gonna be a big Raylan-Wynn Duffy scene, and we knew that it was gonna get weird and violent. I can’t remember the various iterations of it, but when we hit on that, I think maybe Fred had asked [co-executive producer] Dave Andron to take a run at the scene and Dave had written [the episode] “Harlan Roulette.” We just thought that would be a cool way to go. It’s that little dance we try to do, which is to set up a certain expectation in the audience’s mind and then hopefully deliver it in a way that’s unexpected. Like we felt that from the beginning of the season, people would expect Raylan to have a showdown with Quarles where Raylan would shoot him. And then we thought, well maybe there’s a different way to go. Can we accomplish the same end, which is neutralizing Quarles, in a way that’s a little more arresting and interesting and…gruesome, frankly. I’ve told you in weeks past, the first time we saw the slaughterhouse set and the knives and cleavers, we just had a feeling that at some point, those tools had to be used in anger. And it was also a feeling that maybe the final big confrontation needed to happen there. It’s such a scary weird place.

I loved how Quarles reached up for his severed arm, and Raylan pulled it away.

When Fred first wrote that, the arm just got chopped off and fell to the floor. Quarles was on the floor, reaches for it, and Raylan just puts his foot on it. Which is also cool. We went back and forth: Is Raylan gonna chop off the arm? Is Limehouse gonna get shot? Various things were working into the mix, and they just figured it out on set. The biggest bone of contention was when Quarles would tell Raylan that it was his father who shot Bergen. We went back and forth on that, too. Some people were pushing for him to say it before the arm chop, as we called it. My feeling was that it’s such important information, it would get so overshadowed by the arm chop that it would undercut it. I felt that the character moment was more important, so it needed to come late. Finally, when Fred was talking to Neal about it, Neal was like, “You know, I’m gonna be bleeding out on the floor,” and Fred said, “It’s like Messala in Ben-Hur when he’s been trampled to death essentially by horse after horse and chariot after chariot, and Ben-Hur has won the big race and Messala has been vanquished and as he’s dying. He screws with Ben-Hur one last time and says, ‘Your mother and sister are still alive. They’re in a leper colony.'” When Neal heard that, he said, “I got it.” He’s just screwing with Raylan one last time.

I assume from the blood pool, Quarles is dead.

Steven Heth, our post-producer, really rode that one right to the end: What’s the pool of blood gonna look like? How dark? Well, he may not be dead. Our feeling was that you could slap a tourniquet on that and probably stop him from bleeding out. But certainly as a presence in the show [he’s gone]. Although, if he were to kill Winona but frame Raylan, and Raylan had to clear his name and he was after a one-armed man… no, wait a second. That’s season 11, when we get desperate.

NEXT: Raylan returns Quarles’ gun.

Let’s back up and talk about Quarles getting to Noble’s Holler. Where did the idea come from to have Quarles kidnap a camping mother and her two Christian rock-loving teen sons?

That was me. I just figured what would he do? He’s gonna know that there’ll be roadblocks put up. How did he figure he could get past them? It ended up being a kind of misdirect because his plan is not to get past the roadblocks, his plan is to get the ability to move around and have hostages. Just trying to make those characters particular, the idea of a mother and two sons sorta reflects Quarles’ life and, to a degree, Raylan’s. Of course, Quarles didn’t have a father after a certain point BECAUSE HE’D KILLED HIM, but nevertheless, there’s the idea that life would have been fine if it’d just been mom and me. And I think Raylan shares that. One of the writers on the show, Jon Worley, knows Shawn and Cathy Ryan, because he’d worked on Terriers. And my wife Connie and I met Shawn and Cathy last fall at a film festival and hung out with them for a few days, so when Jon suggested that maybe Cathy could play that mother part, we jumped at it.

Having it be two sons who ultimately end up alone with Quarles — I assume that was to worry us since we know his history with young boys.

Yeah. I think in the very first iteration, it was just one boy. And then we realized we needed one to drive and a younger one to then be used as a hostage later. It was, “Oh, let’s just add a kid.” It’s funny. They were both great. The younger one, who played Mitch, there was another project where we were looking for someone, and I said, “What about that kid?” And Cami Patton, our casting director, said, “Oh, he’s already on The Glades.” It was like, Yeah, we didn’t find a kid that good. He’s already working.

So Quarles calls Theo (Adam Arkin), and Theo was really willing to let him come home for the $250,000 he owed him and $250,000 more for Sammy’s pain and suffering?

As much as Quarles’ perversion has completely alienated Theo, he knows where that comes from. He knows what Quarles’ father did, so as repugnant as he finds it, he still has a little bit of affection for Quarles deep down inside. And, he’s a business man. He owed him $250,000. Here’s a way for him to make another $250,000. Sure, he’ll go for it.

When we first talked about Theo, you told me Adam Arkin wanted Theo to have a certain physical trait. It was the eye?

Yeah, one of his eyes is milky, and there’s also a scar about that eyebrow. Now, it’s funny: I had said, “Please, don’t make him a Bond villain.” I was concerned. But Fred and I were looking at it and I was like, “Eh, it could’ve been milkier. We could have upped the scar on the eyebrow.” I was so afraid of it being cheesy that it became almost too subtle. That was just my reticence.

Quarles then had the boy Mitch call Raylan so he’d meet them at Noble’s Holler and Quarles could try talking Limehouse into giving him the $500,000. That was very convenient, the way Art told Raylan to go back to the office to get his files on Quarles so Raylan would be alone to get the call.

Yeah, I mean, you can kind of hear the typewriter keys on that one. We generally try not to do that. Usually in our show, Art would say something and Raylan would say, “Whoa, whoa, whoa, wait a second” and they would have a discussion. But you know what, we just needed to get to it.

And Quarles had Raylan’s cell number memorized?

He’s had it for some time. In our world, anyone can get anyone’s phone number, and anyone can find out where anyone lives. Unless we need to make a big story point about it.

There was that great exchange of looks between Quarles and Mitch when Quarles had him reciting to Raylan and Mitch got confused when Quarles said, “I will kill you.”

There was some debate over that in editing, and I said [in petulant child voice] “No, I want it in.” And then Bill and Fred said, “Ah, okay, you’re right, it’s cool.”

Fans love those moments of comedy, like when Quarles asked Raylan for Ibuprofen.

That wasn’t scripted. I think that was Neal, Tim, Fred, or Dean on the day. Neal was having so much fun playing this guy as though he still has a plan, he’s still workin’ it, but he’s in a lot of pain. He’s been on fire and he’s been blown up and he’s still going. He’s pretty unstoppable… until he loses his arm.

We’d been waiting all season for Quarles to reveal his rail gun to Raylan.

And Raylan says, “That’s cute.” We debated how that was gonna go. Charlie Almanza, our tech advisor, said in a situation like that, a Marshal wouldn’t give up his weapons unless he got something in return. And so, we went down that path, and then realized if Quarles slides the rail gun out, he’s in a more superior position because now he can kill the kid and Raylan at the same time. So, that let Quarles win that.

And Raylan saying he’d want the one gun back…

And then saying about the other one, “That one you can keep.”

That’s the gun Quarles had used to kill Gary?

Yes. When Raylan gets out of the car, he’s got this feeling that Quarles is probably gonna want his guns. And so he put that gun down the back of his pants. He said he would get it back to him. So he did.

An equally cool move: How did the idea for Limehouse keeping his money in a pig carcass come about?

Some of it was just practical. We needed the money to be on site. We didn’t want them to go anywhere else. Someone had heard stories about people storing stuff in frozen meat. At one point, it was gonna be frozen. No, that’s too difficult. We could have had it under the floorboards, but it was a cooler scene to have that. And now I know what you’re gonna ask about, and I don’t know. I don’t know whose idea “piggy bank” was. It wasn’t scripted. It was a set line.

Let’s talk about the pig tongue scene then.

Nichelle Tramble Spellman wrote that. She took a pass and just came up with a whole run about pig tongue being a very specific flavor that only some people like. We just thought it would add to the history of Errol and Limehouse.

Was there ever talk of Limehouse killing Errol instead of sending him away?

That’s not Limehouse’s thing. If it’s not necessary, he wouldn’t do it, especially to Errol, who was like a son to him even though in age they’re probably only around 15 years apart… There is a little bit of back story about that scene. The guy sitting next to Errol was supposed to be played by T.O.N.E-Z, who is the hip hop artist who raps the main title song. We were supposed to shoot the Limehouse and Errol scene on a Friday, but because Tim was sick as a dog on that Thursday, they had to pull up everything that didn’t have Tim in it and shoot it on Thursday so it gave Tim a day to rest. When Raylan comes into the Marshals office and they’re gonna take Arlo into the conference room and Raylan stops to talk to Art, Tim was running a fever of about 103°, 104°. So they added in Art saying, “Are you okay?” And he says, “I could use a little sleep.” So anyway, poor T.O.N.E-Z flies in too late on Thursday to make that scene and then had to leave on Friday before the scene was shot. He had done a small bit in an earlier episode when Dickie is calling Limehouse about getting the money when Dickie and Dewey have been sprung from prison. He hands Limehouse the phone and says, “He just keeps on calling.” So there you go.

And we needed to see Raylan drive by Errol, so Errol could come back.

As originally scripted, there was a scene on the bridge where Raylan drives up and Bernard [Cleavon R. McClendon III], who was the young kid Limehouse is dressing down for falling asleep on the bridge the first time we met him, was with some guys blocking the way into Noble’s Holler. Raylan says, “Bernard, I need to get pass.” And then Bernard lets him go because Raylan says I’m a freakin’ U.S. Marshal. So Errol passes by, sees Raylan, stops his car, comes out, and asks Bernard who was in the car. So we put more of a spotlight on the fact that Errol had seen Raylan. But [the drive-by in the episode] worked well enough, given the time constraints…

NEXT: A look ahead to season 4.

Errol got shot. Will he survive?

It remains to be seen. Demetrius Grosse is just an amazing actor. So, that said, having done this great work on this season, I think he’s got offers. I think he might be in a pilot, in which case we determine if we can get him for a couple of episodes or if we just say that he died. We’ll see. If we didn’t bring him back, it would be a very hard choice.

Will Arlo’s story continue next season, or will he just be in prison?

Listen, never say never. It feels like we’ve reached a certain conclusion to that part of the story. I would be very surprised if we didn’t see Ray Barry a handful more times in the course of the series. He’s an important part of the whole fabric.

And we’ve talked before about Natalie Zea (Winona), that her pilot deal allows for her to shoot a few episodes of Justified here and there if her Kevin Williamson Fox drama gets picked up.

As with Ray Barry, I would find it odd if she didn’t remain a presence for the rest of the series. We knew that we wanted to restore Winona to the Winona from the pilot, which is to say she is the one person that Raylan can go to and open up his heart a little bit. He can do it to a degree with Art, but there’s a certain back-slapping, arm-punching male banter that’s always gonna go on with the two of them, even if occasionally they can get pretty real. But Winona is the person who knows Raylan best, other than Boyd. So that just felt right, that he would go back to her and that we would see them in this different light where they’re okay with each other. It’s like we had two endings to their relationship in the middle of the season — one where Raylan thinks she’s taken the money and finds her at her sister’s, and again after Gary’s been killed and she bails Raylan out by finding the gun and giving it to him and says, “Don’t find me.” We just thought it was fun that they’re adults about this. He’s part of her life. They’re having a kid. And we were consciously echoing the pilot, where he’s coming into someone else’s house late at night. But we wanted to flip it, so he doesn’t sneak in, he knocks on the door and wakes them up.

And it gave you that moment of Raylan saying Arlo thought he could’ve been shooting him.

Yeah. We went back and forth on the cut. There was one where Winona’s expression was a little more neutral and we got the sense that she’s already put it together. And then we just thought, even though the audience has got it, it’s fun to see someone else put it together. It just reinforces that that’s in fact what Raylan just said.

Will we see Wynn Duffy again?

Subject to availability and working it out. I can’t say we would see Duffy for the rest of the series, because he is the kind of person that at the right moment we would want to kill. [Laughs] But ohmygod, two of my highlights from the season involve Jere. One is his response in the final episode when Raylan plays Harlan Roulette with him, just freaking out. We never see him lose his cool that much. And the other one is in the episode when Quarles is talking to Donovan, the kid who’s got a gun on him in the trailer, and he’s telling the story of his youth. [Laughs] You cut back to Jere Burns listening to that, and the expression on his face.

Are we done seeing Theo Tonin?

No, not necessarily, because Duffy made the deal, “I’ll give you a dead Quarles, but I want to run things down here.” Things didn’t work out the way Duffy said they would, so maybe Theo wouldn’t be really excited about that deal, but on the other hand, maybe he would be. It would be really fun to work with Adam in-depth on that side of the camera. It would also be really fun if he was directing an episode that he was in, and then we could give him lots of notes on both sides.

Last we saw Shelby (Jim Beaver), he was phoning Boyd to warn him that he was going to be arrested.

One little funny thing about that scene, Jim Beaver is also on Supernatural. He was just not really available for this last episode, so we had to shoot it earlier. Originally, it was scripted that he actually shows up at Johnny’s bar and talks to Boyd in-person, but it was clear that we couldn’t do that [with his schedule]. It actually ended up working. He says he can’t come by in-person because there’s two cops out front watching your place. It ended up helping us.

That helped explain why Boyd couldn’t make a run for it, even if he wanted to.

Yeah. And we had the sheriff’s office standing already as a set, so it was easy to get in and shoot him on the phone.

Will we see Shelby next season?

We keep accumulating this huge cast, so we have to figure out who we can get. We can’t afford to lock up people for a season, but we’d love to have Jim back, depending on his availability and how much he’s working on Supernatural.

What about Dickie Bennett (Jeremy Davies)?

Again, I would be surprised if in the course of the series, we didn’t see Dickie a few more times. That said, we might come up with an idea for next year that is Dickie-centric. In our minds, he’s not necessarily dead, but he is certainly going back to prison.

Talking big picture: After Mags Bennett (Emmy winner Margo Martindale), people wondered how you could match season 2.

Well, you just cast a crazy a–hole who looks like a husky and has a gun up his sleeve, who actually said to us at one point, “I’d love to be naked and on fire running down a road.” That kind of broke down in episode 12, where Quarles was naked at the start of the episode and then on fire at the end. Sorry, Neal, we couldn’t have you naked and on fire at the same time. But you get that, and it’s Tim and Walton, Natalie and Joelle. Nick and all of them.

What’s your plan for matching season 3?

We’ve got great writers and an amazing cast. When it comes down to it, the show’s about the guy on the poster, and I think the work that Tim has done throughout the series, but especially this year — that last scene with Winona, when he’s at the door and just the look he gives her before he puts the hat on his head — that’s as good as that gets. We did a very different season from season 2. We may mix it up yet again. We’ve had very, very preliminary talks about it. We are kicking around the idea that instead of doing one big story for the season, we do three chunks. But we may not do that. I do know that we’ve got Raylan and Winona and the baby. That’s something that has to be addressed at some point, whether that happens off-camera or on-camera. That baby’s gonna be born, and I can pretty much guarantee that it will be during season 4. We’ve got Raylan with a very pretty girl he’s slept with at least once who owns the bar, Lindsey, played by Jenn Lyon. She can shoulder a gun — that’s always good. There may be something to explore there. They’re just great together. And as always, I say it and then I start to feel like Lucy with Charlie Brown and the football, but I’d love to spend more time with both Tim Gutterson [Jacob Pitts] and Rachel Brooks [Erica Tazel] next season, as well as Art [Nick Searcy]. At this point, we’re maybe roughly around halfway through the life of the series. Just in really pie in the sky thinking, we’ve started to imagine how the series would end and what we’d be looking at for the final season or seasons. So, that will all factor in, in terms of the relationships. And then in Harlan, we might reduce the amount that Raylan goes down there next season, but meanwhile, still be giving a big chunk of the showtime to the antics and exploits of Boyd and Ava Crowder. Are they gonna get married? I don’t know. I do know that my goal is that they quickly become the king and queen of Harlan. I just have had this idea of them getting a house on the hill. That’s sorta a big thing in a community like that. Well, in any community. Springsteen wrote “Mansion on the Hill” about New Jersey. Also, the question about Johnny and Limehouse is certainly something meaty to play with.

So you’d like Limehouse to come back next season? Johnny told Limehouse they weren’t done.

That’s just us hanging a nice big fat question mark on it. I’d like to make it happen, but not sure to what degree. It gives us room to play next season. What is Johnny gonna do now that Limehouse has almost exposed him? What does he feel about Limehouse? Is he still trying to undermine Boyd and take over? What will his plans be? We’ll see how much of a story we can make out of it. And again, having to make deals with David Meunier, who plays Johnny, and Mykelti, who plays Limehouse.

Johnny being the one who tipped off Quarles about Devil — how long have you known he’d betray Boyd like that?

A couple of episodes before the finale we started coming to that idea, and it just seemed to fit. It made sense and explained a lot of things. It’s all well and good to have a character like Limehouse who knows everything about everyone at all times, but when you get to the specifics of “Well, how do you know?” it’s nice to have a reason. Way back in season 1, Johnny thought that he and Boyd were gonna make a play to take over his father’s empire, but instead, Boyd was just using it as a way to put his father out of business. And then by implication, Johnny was the one who’d told Boyd about the shipment, and that’s why Bo shot him in the gut and thought he killed him. But the laugh’s on Bo — he’s dead, Johnny’s not.

Twitter: @EWMandiBierly

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