Credit: Jim Spellman/WireImage; JoJo Whilden/Netflix

It’s been a little over a year since Mad Men creator Matthew Weiner wrapped up the seminal series with that unforgettable shot of Don Draper meditating. Now, the writer-director has officially returned to television with an episode that’s sparked just as much buzz: the explosive penultimate episode of Orange Is the New Black season 4. (Expect major OITNB spoilers from here on out, so if you haven’t watched the entire fourth season, turn back now.)

Episode 12 is an action-packed ensemble piece, chronicling the romantic reunion of Piper and Alex, the reconciliation of Pennsatucky and Boo, and Sophia’s return to Litchfield after weeks in solitary confinement. Throughout the entire episode, optimism seems to be swelling in the prison, even as the inmates hit a breaking point with the increasingly abusive treatment of Piscatella and his crew of new guards. Things come to a head when the entire prison population launches a peaceful protest, but that optimistic moment of solidarity quickly turns tragic when Poussey (Samira Wiley) is thrown to the ground by guard Bayley (Alan Eisenberg) and inadvertently killed.

Not only does Poussey’s death mark the darkest and most heartbreaking moment we’ve seen so far on OITNB, but it directly targets the current political climate, echoing issues of police brutality and the “Black Lives Matter” movement. Weiner was nervous when his longtime friend and OITNB show creator Jenji Kohan asked him to direct such a delicate episode, especially as his first gig post-Mad Men, but he says he’s thrilled by the fan response and how the final episode turned out.

“I was shocked because I was really terrified,” Weiner says. “And Jenji was happy, which, I hate to say, was all I really care about.”

Here, Weiner talks to EW about the challenges of tackling such a charged episode and how he got that harrowing final shot.

ENTERTAINMENT WEEKLY: First off, thanks for breaking my heart and the hearts of Orange fans everywhere.

MATTHEW WEINER: [Laughs] It was a pleasure to be a part of it, but you can thank Jenji and [writer Lauren Morelli] for that, and the cast. I read it, and I was like, “Wow. That’s a big episode.”

That’s definitely an understatement. So walk me through a little bit of how this came together. I know you’ve been friends with Jenji for a long time. Did she approach you?

She did. I’ve been writing since [Mad Men] was over, and Jenji’s been a tremendous creative influence on me, besides being a friend. There aren’t that many people you can complain to when you have the best job in TV, which Jenji has, and I had. So she said to me, “I have an episode coming up. Do you want to do it?” And I thought about it, and I was like, “If we can still maintain our creative respect for each other if I fail you in some way, sure!”

I was free at that time, and I thought — and I think Jenji thought this too — it was a good thing for me to do. I’ve never done it before. It was very challenging, not just the script itself, but I’m a huge fan of the show. And to be in there in someone else’s machine with all of their people and be the new person and shoot the script and face all of these sort of scary things, it’s good for everybody if you get the chance. Doing something for the first time, I’m a person who, like everybody else, doesn’t want to do that, but it was great to have a chance to do it.

This is the first time you’ve directed something you didn’t write. How did you find that experience?

Well, first of all, I got a great script. That really helped! And it was really different. On one hand, you have a lot less responsibility because in the end, you’re going to follow what’s in the script. But also — this is going to sound really weird, and I haven’t said this to anyone — I’m not great at reading scripts. So the first six or seven [episodes] were shot and in some form of cut already, and I had to read the three or four that were in between and then get this script and try to understand it from what was written down. Before I showed up, I watched the entire series again. I did not want to get caught in a conversation with someone where I was like, “So you come in there,” and they’re like, “No, I never go in there. I can’t go in there. Don’t you remember? I got shot in there!” or whatever it is. I didn’t want to be that guy! [Laughs] But I think probably because of my relationship with Jenji and my former job, I was very comfortable asking questions. And I was also very comfortable working with their system.

I’m always interested when actors or directors come on to a show that’s been running for several years if there’s anything that surprises them about how the show works.

You know what surprised me? Those actors love each other. I did not expect that. That cast loves each other, and they remind me a lot of the experience I had on Mad Men, which is that they don’t seem to know what a big deal they are. They don’t behave that way. And people are rooting for each other! They’re competitive with each other in the scenes, and not in life, which is what you want. That’s why they have those jobs and why they’re stars: It’s because they’re pushing themselves and pushing each other. I was really surprised that no one was like, “Hey, I’m on a big show.” You know, Uzo [Aduba] has won two Emmys. They’re just a very warm group. And it had a very real ensemble feeling. That was a total surprise. It’s an underdog atmosphere, which to me, that’s the bohemian dream of being in show business.

So let’s talk about that final scene where the entire cast is in the cafeteria, protesting. There are so many different layers to this episode. On one hand, it’s an extremely emotional, personal story, but there’s also the political ramifications. Were you thinking about what this episode means in more of a political context?

Well, the great thing is the whole season creates a political context that mirrors things exactly, so I don’t have to work in a symbolic context. I work in the context of the show, which is that a lot of good people are being pushed to their limits, and a lot of bad people are taking advantage of that. So when you get into a situation where purity of judgment and good intentions would win the day in a just world, none of that happens. All I wanted to show was what was in the script, which was that Bayley is aware that he is a beneficiary of privilege when he’s a kid. He’s shocked that he’s let out of jail. And Bayley wonders if he’s got the stomach for this job. Caputo’s lost control of things because there’s been a coup by Piscatella, and Piscatella and a few of his guards in particular have this fascist attitude about power. Of course, in addition, it’s racist. But what it’s also about is order based on might, and there’s no law.

And there’s so much hope in the episode. There’s so much talk about the future. There’s Piper and Alex. That’s a scene of forgiveness. And then you have Boo and Pennsatucky and that incredible scene, which completely surprised me. That was so emotional. And then you have Burset coming back and trying to become a human being again. And then the whole idea about this optimism about the passive resistance, and Poussey and Soso talking about the future. And all of that, you did not want it to tip, but it was going to happen. This place is a powder keg, and these are not people to these guards. And the good people like Caputo don’t have any control over it. And even people like Bayley are going to end up being pawns in this because of the chaos that ensues. I always think back to the real origins of the fact that Bayley should not be a guard. He has no training. That was what we kept talking about, like, “You are terrified. You are completely unqualified, and that’s why you are sitting on the smallest person in this room.” That’s the writing, and to me, that’s what a climax is. Here’s all the threads: Now they’re going to end up in a knot.

What was the vibe like on set that day? I imagine it would be very emotional.

They’re losing one of their coworkers! When we did the rehearsal, and the first time that Samira was on the floor with Alan’s knee on her, everybody just gasped because everybody recognized what it was in such a physical way, and you’re so close. It was terrifying. And this is Samira’s last show. Nobody knew what was going to happen in [episode] 13, by the way. I mean, Samira did, but I didn’t. I knew that wasn’t her last day on set, but I didn’t know what the story was. This is where your fandom versus your professionalism get in the way of each other. Jenji asked me to read the [finale] script while I was working, but I was like, I want to see it! Don’t spoil it for me!

So with that final scene, what were some of the things discussed with Samira? How did you approach this with her?

Lesson number one, you’re a visiting director. You’re not going to tell anybody how to play a character or what anything means. You’re just not. And they know it better than you! I view my job [as using] the technical aspect to enhance the story and reveal things in an economical way, but what I really want to do is be the best audience in the world. And actors know what they’re doing, but they don’t always know what you’re seeing.

I talked to Samira and said, “First of all, as emotional as you’re feeling about this experience and what’s going on, I don’t want to see any indication that anything bad could happen in any scene preceding this.” Which sounds like a no-brainer, but it’s extraordinary circumstances. No matter how great an actor is, they know the result, and it could happen. They’re so emotional, and their feelings are easier to see sometimes than ordinary people, which is why they have that job. And she was great about that. And then for the last scene, I said, “I want to feel your heroism, which is based on your friendship.” When she stands on the table, she’s kind of resolving things with Soso because she doesn’t want to get involved, so there’s a moment of principle when she stands on that table, which is really romantic for her girlfriend. And then her going to protect Crazy Eyes, it’s sisterly. It’s family. It’s motherly. The rest of it? I imagine, from when you’re a little kid, if you want to be an actor, that playing a death scene is probably on your list of stuff. [Laughs] She nailed it.

The hardest part, honestly, was that moment where Taystee’s being dragged out and sees her. It was in the script, and it was very important to me to get that just right. They could really see each other, which helped. But her being dragged out, Taystee, and knowing that Poussey was in trouble, and them making eye contact in that moment, that was the thing that broke my heart, honestly. I was like, how do we tell the audience that something is really happening? Well, Taystee’s going to tell us. And then the rest of it was the silence afterwards. It doesn’t feel mechanical when you’re shooting it, I can tell you that. It feels sickening.

The episode ends with this shot from the ceiling, where you spiral out and see the entire aftermath. Was that your decision? How did that come together?

I had the idea and I didn’t spring it on anybody because it required a lot of preparation: to have the crane, and to cut a hole in the ceiling because the camera has to get pretty far away, further than the distance of the ceiling, actually. And you don’t want it to look like you left the building, which is weird. But the emotional context was — and I talked to Jenji and Lauren about this — let’s go from this very personal intimate scene, where there’s chaos, and then there’s this intimate interchange between Taystee and Poussey. Let’s show everybody. Let’s let everybody feel this. And the twisting part of it, to me, I just felt like everything is upside down in that moment. It’s kind of the dumbest explanation that I could give, but it was something that if it didn’t work, it wouldn’t have been in the show. It was the last thing we shot. No! Actually the last thing we shot was we went back and made sure we got Soso’s reaction to Poussey when she stands on the table, and with Kimiko’s look, they said I love you to each other. Which made it even more painful.

Episode Recaps

Orange Is the New Black

Jenji Kohan’s absorbing ensemble dramedy, based on Piper Kerman’s memoir of the same name, takes viewers inside the walls of Litchfield, a minimum security women’s prison where nothing’s as simple as it seems—especially the inmates.

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