Agent Carter returns for Season 2 Tuesday night for 10 new episodes that take Peggy Carter (Hayley Atwell) to Los Angeles for a new adventure that begins with a very strange murder case.

LA Noir

Fazekas: We talked about L.A. a lot in the first season. I think because when you're talking about telling stories in the 40s, and a lot of the film noir of the 40s takes place in L.A. And obviously, we shoot in L.A., so it had been something that we talked about a lot. And we started to build a story around that because what's great about that is you have the glamour and the glitz of Hollywood, and you have crime and corruption right next to each other. And so we just started to say, well, how would we get Peggy to L.A, obviously, is the first question. And how much time has passed between the first season and the second season? And because there's been a lot of time between the first and the second season airdates, we wanted to sort of show, okay. Time has passed. People are in a little bit of different positions. And things have happened between the seasons that we maybe don't know about.

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Fazekas: The Big Heat.



Dingess: Anything with shutters. [Laughs]



Fazekas: Like, you see the Venetian blinds, and just like that shot of the slats of light on somebody's face. Awesome.



Dingess: Some Chinatown.



Fazekas: Chinatown, and we talked about L.A. Confidential, which is more modern noir. But L.A. Confidential was a big touchstone for us, even in the last season.



Butters: But like in Chinatown, you know how it has a little bit of that kind of whites take on a real glow [look]? I think that's something we kind of co-opted into our season that I really am responding to visually. Lady from Shanghai. Mirrors become a little bit of a thing we play with. But it's such a rich kind of genre.



Dingess: Right when we started writing this season, Turner Classic Movies gave like some sort of class that you could watch. They had a film noir series and you could take the class online. I was a very bad student, and I was too busy to do it a lot too. But it was so much fun because it was like serendipity that they were showing all these movies right when we just started to kind of get some visual inspiration.



Fazekas: I read all the James Ellroy, the new book, and I went back and read all the [LA crime series] – just because to hear all the voices in my head, it was really nice how he captures L.A. The nice thing is because we knew we wanted to do this so early, we were able to sit down with the cinematographer and talk about that. And say, we're not going to copy a film noir because... why? But let's sort of use elements of that when it works. So he was able to go do a bunch of research and just show us frames. Like, "Look at this amazing frame. Look at this amazing frame." And so we were able to sort of pull elements from it.



Dingess: And maintain our look too.



Fazekas: And it looks spectacular. It doesn't feel like a different show. It just feels like an evolution of the show.

Jarvis (and Ana and Howard...)

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Fazekas: Having Jarvis [back] in the show was super important. That was sort of the central relationship of the show. And the way we did it was through Howard, because we didn't know if Dominic Cooper was going to come back. So we said, well, he works for Howard. Howard decided to move his base of operations to L.A. because you have this sort of burgeoning tech field out here and general atomic and JPL. So Howard's out here doing government contract work. And in his spare time, he's decided to open up a movie studio, just as a hobby. So Jarvis has come out with him to set up his sort of Beverly Hills estate, which was a really organic, fun way to is explain why is Jarvis in L.A.



Butters: [Introducing Ana] was something we went back and forth on, in the first season of whether or not to show her. Peggy's going to be staying with [Jarvis in LA] – you can't not show her. And it gave us a great opportunity to kind of [explore]... Who does Jarvis marry? Who is that person? And it was really fun to kind of develop that relationship more.

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Whitney Frost: The Actress Who Spied Me

Fazekas: The way we're designing Whitney Frost is somewhat based on the real-life actress, Hedy Lamarr who was also sort of this secret scientific genius. And so we sort of fashioned Whitney Frost after that. And so we have these two women [Peggy and Whitney] who are smart and strong and ended up in very different places in their life. So a lot of what Whitney Frost goes through as an actress and as somebody who's sort of hiding her genius, in part because society says, well, no one cares about how smart you are. They care about this.

Fazekas: You're not going to see her in a gold mask, but it's not like you're not going to see something.



Butters: We play with those concepts - sort of like how do we allude to something so you feel it without it being so blatant?

Darkforce and Relecting Doctor Strange and the MCU

Butters: You’re definitely seeing more Marvel in this season with - we call it "zero matter."



Fazekas: They don't know what it is. It's 1947. They don't call it Darkforce. They don't know where it comes from. And we really do try and ground it in science because you've got Howard Stark. You've got this strategic, scientific initiative. So they're trying to explain it from a scientific point of view. We actually got a physicist, a real life physicist to come in and try give us a, so, if Darkforce was a real thing. How would that happen?



Dingess: If you ever want to feel dumb, talk about your TV show to an actual physicist. He was amazing.



Fazekas: He really laid it down for us.



Dingess: We made him draw pictures on a board so we could understand.

Marvel's Agent Carter: Season 2 Cast Photos 55 IMAGES

Butters: We always want to be true to [the MCU]. We always want to feel like you see us as a piece of it. But because of our time period, we kind of are on our own a little bit.



Dingess: There's definitely some Easter eggs and some tie-ins throughout.



Fazekas: Certainly with Darkforce. It touches on Doctor Strange. And all we know is, we'll write something and just hear “It doesn't conflict with the Doctor Strange script,” and we're like, “Score!” We had a really funny conversation with Eric Carroll who's over at Marvel Films who is great because we were asking for something for the season finale. We asked, "Can we have this thing and destroy it?" And he said, "Well, you know, you guys are sort of the custodians of this particular character." And we're like, "thanks!"



Dingess: Let's break it! Like any good custodian.



Fazekas: They're very supportive. And as long as we don't contradict what they're doing, we're good.

On a visit to the set of the show, Agent Carter executive producers Tara Butters, Michelle Fazekas and Chris Dingess discussed some of the new elements in Season 2, including an expanded noir-feel and Marvel comic elements like the Darkforce and Whitney “Madame Masque” Frost.With the show’s move to 1947 Los Angeles comes a natural shift into more of a noir-influence.When it came to which specific noir films and stories influenced them, the Agent Carter producers had plenty to say.In Los Angeles, Peggy is reunited with her old ally, Edwin Jarvis (James D’Arcy) and eventually Jarvis’ boss, Howard Stark (Dominic Cooper) – while Peggy, and Agent Carter viewers, finally meet Jarvis’ wife, Ana (Lotte Verbeek).A major player in Season 2 is Whitney Frost, a Hollywood actress who also happens to be a scientist – with the character’s surprising mix of skills based on a real life star, Hedy Lamarr.Of course, in the comics, Whitney Frost is the Iron Man villain, Madame Masque. So will we see her in a version of that persona?Season 2 goes further into fantastical elements via a big plot point that brings in the Darkforce, the energy force used by Marvel comics characters like Cloak, Shroud and Blackout – the latter of whom has made an appearance on Agents of SHIELD, bringing the concept into the Marvel Cinematic Universe.The producers discussed Agent Carter’s place in the larger MCU and how and when it ties into elements from other projects.

Marvel’s Agent Carter: Season 2 premieres Tuesday, January 19th at 9:00pm ET/PT with two back-to-back episodes.Eric Goldman is Executive Editor of IGN TV. You can follow him on Twitter at @TheEricGoldman , IGN at ericgoldman-ign and Facebook at Facebook.com/TheEricGoldman