Credit: Gene Page/AMC

[SPOILER ALERT: Read on only if you have already watched Sunday’s “The Same Boat” episode of The Walking Dead.]

She was capable. She was confident. She was smart, tough, and ruthless. But that still didn’t do her much good when matched up against Carol and Maggie. We met Paula from the Saviors tonight when she took the duo hostage. In the end, however, Carol and Maggie turned the tables, and Paula not only got her entire crew killed, but she was shot, impaled, and had her face eaten off by a zombie. (Rough way to go.)

We spoke to Alicia Witt, who played Paula, about bringing a fully fleshed-out female villain in a position of power to the show. She also told us about what we didn’t see, including a zombie gag gone wrong during her big death scene. Click through both pages to read the entire interview, and for more Walking Dead scoop, follow me on Twitter: @DaltonRoss.

ENTERTAINMENT WEEKLY: So I guess this is sort of like a hello/goodbye situation in terms of your time on The Walking Dead?

ALICIA WITT: It is, but I’ve been a massive fan of this show since the very beginning, and I have been longing to do anything on it, like a tiny role. When I got this part, I had no idea what it was I was playing, if I was in one scene or two scenes or what.

And it all came up because [showrunner] Scott Gimple had reached out to me on Twitter. He heard a podcast that I was on randomly talking about my music, and he reached out to me and said he had heard it, and I was like, “Wow, that’s lovely, because I’m a massive fan of yours!” And a week later, this audition came in for a part that wasn’t Paula. It was a woman who was doing a bank robbery, and it had nothing to do with the apocalypse, or zombies, or anything.

And then I found out the next night as I was having dinner that I was getting on a plane to Georgia the next morning, still with no script, no idea what I was doing. So I was literally boarding the plane, and I get this script, and not only is it just a kickass part, but it’s opposite my favorite actor on the show, Melissa, and I’m just so glad I got that opportunity. It was one of the best experiences I’ve ever had in my life.

For a character who only lasted one episode, you got a pretty full backstory to draw upon, as we see Paula telling this whole story about being a secretary stuck at work when the apocalypse happened, separated from her family, and how her boss was the first person she killed. It must have been useful to have all those blanks filled in.

I found it a very difficult character to shake at the end of the days because, as you said, it’s me just rambling on, and on, and on in every scene. So I’d finish a very intense day of work, come home, get some takeout Thai, and hunker down in my bed, and work on the scenes for next day, and wake up at 5 a.m., and repeat, you know?

It was interesting. As soon as the final scene was shot — that final day where I got eaten and died — I felt like she completely left me. There wasn’t any trace of her left, but I think partly that’s because the experience of being in her shoes was so all encompassing, largely thanks to that amazing writing.

Paula has that scene where she tells Carol, “I am not like you. I’m still me, but better. I lost everything and it made me stronger.” We have seen a few examples of this before, where certain people thrive in the zombie apocalypse in horrific ways, because they use it as a way to grab power that wouldn’t otherwise be theirs. Is that Paula?

Yeah, I think that one of the major differences between Paula and Carol, as Paula learns at the very end. I have a theory that Carol really got under her skin. I mean, that’s why she ends up talking that much, because why would she? I mean, partly it’s because she’s really damn proud of what she’s accomplished, and she wants to let this pathetic woman who’s whining and shaking in the corner with the crucifix know that this is the way things are really done. But there was something else going on there too. It’s like something was really eating at her about this woman, and she couldn’t put her finger on it.

And then at the final moment, she’s like, “Oh, you were her, but you’re not. You’re actually me now.” I think that she doesn’t feel very much as a rule though. It’s like the big difference and why we root for Rick and company on the show and why there’s so much humanity in this dark situation, is because of the group that he’s assembled. They do have massive hearts, and they do care, and they don’t want to kill other people, and I think Paula processed the loss of her husband and her four girls as “F— the world. I’m going to go show them what I’m really made of, because I’ve got nothing left.”

Credit: AMC

I love where one of your fellow Saviors tells Maggie and Carol “You’re not the good guys. You should know that.” Do you think Paula sees herself as good, bad, or is there no good and bad anymore?

I think that she’s sort of manifested this apocalyptic day and age as: The way you are a heroine is you stop feeling, and you find a way to make things work for yourself. That makes you the good guys. If those people want to live, they need to abide by the rules that we have carefully set up.

There were some things that we filmed that didn’t make it into the show, but I found it interesting as a viewer that we don’t necessarily know from Paula’s reaction whether she knows for sure that everybody at that complex is dead. I guess she assumes they are, but we had a line originally where she acknowledges that there’s no sign of anyone else, or they must’ve killed them all.

RELATED VIDEO: Andrew Lincoln on his favorite zombie kills

Outside of maybe Dawn from the hospital, we haven’t seen many female villains in a position of power on this show. We had The Governor, who was a guy. We had Gareth at Terminus, who was a guy. We had that lead Wolf, who was a guy. And in the comic book, none of the Saviors in positions of power are women either. So Paula really felt different in that way.

I thought that thus far in the show, the character she reminded me most of was the Governor. I thought she would’ve liked him. She would’ve gotten along well with him. But, of course, you haven’t met Negan yet. But with this episode, that’s the end of my knowledge of the show. And I don’t want to know. I don’t want anybody to tell me what’s going to happen because it’s just one of those shows that terrifies and enthralls you. It’s crazy.

So I can’t wait to meet Negan, and one thing I know from having spoken very briefly to Mr. Gimple before I filmed this character is that she’s not one of Negan’s wives, as I know has been widely speculated online. But she’s definitely working for him in a way. It’s like they’ve got these little factions of people, and so she’s the leader of her group, but they definitely report to Negan.

You also had my favorite line of the episode where you say, “He’s in pain. Guys can’t handle pain.” As a guy, let me tell you, Alicia, it is so damn true.

[Laughs.] I loved that line because, as a woman who’s been in relationships with guys, I can definitely vouch for that. You have a woman have tooth surgery and a guy have tooth surgery, it’s two completely different recovery periods, as an example. … I thought that was a brilliant line of theirs.

You said earlier you were so excited to work with Melissa, your favorite actor on the show. What was it like when you got down there and you two got to do these very intense scenes together?

I can’t even describe what a dream it was. I mean, she’s one of those actors I put in the same category as Joan Allen and Al Pacino, who I’ve been extremely lucky to work with. She’s right up there with them in terms of you get lost within a scene. That’s why she has such incredible chemistry with everybody she acts with, because you can’t tell she’s acting, because she isn’t. She just is Carol when she’s playing that role, and when someone is that effortlessly in the skin of their character, you have to be as well.

You can’t help it. You just are drawn into that, and I found it just one of the most satisfying experiences I’ve ever had in my life as an actor, getting to do that with her and getting to interact to the level that we did. And then, aside from that, lunchtime comes around, and the two of us every day at lunch were bawling with laughter. It’s just like tears coming out of our eyes laughing so hard at whatever random s— was going on.

I think that’s most likely something that happens a lot on the set because you’re working under such dark circumstances. There’s not a whole lot of levity to be found when you’re shooting, but she is just one of the funniest people I’ve ever met in my life, and we just had an absolute ball at lunchtime and all these other random little moments. It’s like you find the levity where you can, and without that, I think it would be even darker than it is doing this stuff, but the lunchtime breaks just make it an utter joy from a lightness, heart-happy point of view as well.

Credit: Gene Page/AMC

So what was it like to get impaled and have your face bitten off by a walker?

I got to go into the big, fancy, makeup special effects trailer, and they rigged me up, and here’s the only bummer about the whole show: So it’s the very final day. We’d filmed the big intense shooting death and the scenes leading up to the impalement, and that was very intense, very emotional stuff to do for everyone. And then I went into the trailer, and they rigged me up, and the bite on the face was supposed to be a pre-cursor to this amazing thing they rigged on my neck.

They had the pump and everything, and the guys are standing behind me, and it took hours to rig this amazing thing, but you couldn’t see it at all with the makeup and the layers they did over it. I was working with one of their most experienced walker-biters, and he was using his real teeth to rip off the latex.

So he bites my face, and then he’s supposed to bite my neck, and the blood goes spurting everywhere, but it malfunctioned. It happens sometimes, I guess, but of course I couldn’t see it because I’m screaming and yelling, and I can’t see anything, and I’m just like, “Holy s—, this guy’s going to bite my neck now with his real teeth.” And I was drenched with blood. Like, I’m talking gallons of blood were in my pants, in my boots, in my shirt.

I’m soaked and drenched with blood, and then we finished it, and they’re like, “Well, it malfunctioned a little bit.” But the face looked good, and obviously, they only have one go at that. That was my final scene, and there’s Melissa, and I’m drenched, and we kind of looked at each other. We’re like, “Um, hugs?” We had to do fake hugs because I’m squelching as I walked out of there, and it took me about an hour to clean blood out of places I didn’t even know I had.

RELATED VIDEO: Melissa McBride on her favorite zombie kills

Shaving cream is good for that. That’s what they gave me when I was a zombie. They gave me shaving cream to get all that make-up and blood off.

They gave me shaving cream too! They sent me home with it.

Well, we didn’t get to see the neck, and that is bummer. But the face biting was pretty awesome, because you see the skin just slowly stretching off your face.

Yeah, that was pretty cool. I was like, if I have to die after one episode on The Walking Dead, it might as well be an epic death, and it was.

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The Walking Dead

AMC's zombie thriller, based on the classic comic book serial created by Robert Kirkman.

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