Spoiler alert! If you haven’t watched the March 31 episode of Justified — “Fugitive Number One,” written by Taylor Elmore and Keith Schreier and directed by Jon Avnet — stop reading now. As he’ll do throughout the season, showrunner Graham Yost takes us inside the writers’ room to dissect key scenes and tease what’s next.

This week, we learn how that fight scene in Wynn Duffy’s Winnebago came together, which marshals almost met their maker in the hour, and how long it took Walton Goggins to master that hat trick.

We have to start with the scene in Wynn’s Winnebago and the deaths of Katherine and Mikey. It’s one of the best scenes in the entire series. Talk us through it.

I’ll talk a lot about Jon Avnet, who directed the episode. Jon and I’ve worked together since Boomtown, and he’s done a lot of very memorable episodes on Justified [including Season 3’s “Harlan Roulette”]. We think of him sometimes as our secret weapon because he’s got great producing instincts and great visual flair, and he works so well with the actors. So when he first read that scene, it was pretty straightforward: Mikey gets in the middle between Katherine and Duffy. Katherine starts shooting, and the idea was Mikey was just going to grab her around the throat and take her to the floor.

Jon wanted to do more, and he initially pitched things like, could he throw her through a window? Could it go outside? We’re like, “No, no, it can’t. We’re running out of time. We don’t have the money. Please just keep it in the motorhome and keep it simple.” And he basically said to me, “I will give you something,” and he didn’t tell me what he was going to do.

Related: ‘Justified’ Postmortem: Mary Steenburgen Talks About That RV Scene and the Katherine/Avery Love Story

He knows how to get a lot of bang for the buck, and he knows how to really motivate the crew, and the crew loves him. He’s a very larger than life persona and a lot of fun, and so people got into the spirit of it and they got a lot of work done in that motorhome, which is not an easy place to shoot in, which you can imagine… So he came up with all this stuff: the whole notion of Mikey lifting her up and slamming her on the table, the fact that as he’s lifting her the gun goes off and there’s a hole in the table, that shot up through him into the ceiling, that shot of Duffy looking and seeing the blood coming through the table, and then I think one of the greatest shots ever is Duffy seeing Katherine’s glassy, dead face as she’s clumped on the chair having slid off the table, and then the final run between Duffy and Mike. “Will you hold me?”

I know that in the original cut, it was even longer — there were more gunshots and more things exploding and stuff. So editorially, [executive producer] Michael Dinner brought it down when he took his pass at it. Even in the playback, which is where we listen to all the sound mixing, Michael scaled it back — “Well, let’s take that exertion sound out. Duffy’s yelling, ‘Mikey!’ Let’s take that out” — and again, just simplified it.

One of the big contributions was Eric Beason’s. Eric is the editor, and we’d established earlier in the episode that Mike liked classical music, and so it was his notion of playing “Pachelbel’s Canon.” I will say that is the one note that we got from FX on the episode: “Isn’t ‘Pachelbel’s Canon’ too on the nose? It’s such an overdone piece of classical music. Could it be something else?” And my argument was, “But Mikey’s not the smartest person in the world. He’s not going to have the most esoteric taste in classical music. It’s not going to be Bartok or Schoenberg or something. He’s going to be more the pops. So let’s keep it as ‘Pachelbel’s Canon’ because I think that the audience’s relationship with that piece of music will help.” I love it, by the way, but it’s just been used so often. I joke that I think this is the best use of “Pachelbel’s Canon” since Ordinary People.

A lot of people, like my colleague Kim Potts, walked down the aisle to that song.

Well, there you go. I love it. I think it’s a beautiful piece, and I don’t think it’s ever been used in this way before. So there I am with [executive producer] Fred [Golan] in the editing room, and we hadn’t seen it yet, and we’re watching the cut, and it was a great episode hanging together, and then that scene starts. As soon as “Pachelbel’s Canon” was playing and the shot that Avnet started it with, which is just Katherine’s legs coming up the stairs, we were riveted. Mary [Steenburgen]’s performance in the scene is just so wonderful: “You’re being awfully flip for someone who’s about to die.” And Jere [Burns]’s performance was just spectacular: Here’s Wynn Duffy — although a rat, although a cockroach — he’s not going to plead. He states his case. He makes an attempt to try to get out of it by stating his logic, which is, “You were cheating on Grady anyway. What did you care? I did you a favor.”

And then we struggled with the logic in terms of how Mikey was going to be turned by whatever happened in the scene so he would want to defend Duffy. It was Keith Schreier [who said], “Wait a second. What if it’s what Katherine says: The notion that you have to avenge the people who you work with. Even if you don’t like them, that’s your duty.” That was a brilliant solution.

So anyway, I remember that at the end of watching the scene, Fred and I just looked at each other and our jaws had dropped. The other part of the scene, is [Jonathan] Kowalsky, what he brought to it. We’d promised him — and we’d promised Mary — a good exit. You know, Fred’s old promise: “Mary, you’ll get to shoot someone. It’s Justified. And we’ll give you a good death scene.” So we did our best to deliver on that.

And then Duffy and Mike at the end of it all. Duffy on the phone to 911: [“What is your emergency?”] “I’m not sure where to start.”

Why was I surprised that Duffy called 911?

Well, he’s a very smart guy, and he realizes he’s done nothing wrong. So the best way to go at this is not to try to dispose of two bodies, driving around in an RV with dead people in it. No. Just go tell the police. His hands are clean.

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I loved that we went from that very visceral, chaotic scene directly to the silent, still showdown between Raylan and Boon.

It took us a long time to figure out exactly what the content of that [Pizza Portal] scene was going to be, and we actually were headed to shoot it on a particular day, and we just pulled it off the schedule. We omitted the scene, and it was really kind of a trick with production: We knew we were going to bring it back, but it let everyone think, “OK, the episode is producible, and we’ll get it all done. We’ll open up that part of the day to shoot other stuff….”

We brought the scene back the following week, and we’d been back and forth. We used to have a version where Markham did not find out from Raylan that Katherine was dead, but he got a call from a state trooper on her phone — “Why are you calling me on Katherine’s phone?” — and he gets the news that way. We actually shot that and obviously didn’t use it. We’d been back and forth in the idea of whether or not Raylan would be the one to tell him, and just how much could he do it without being a jerk? So the really smart move in that half of the scene was that Raylan assumes he already knows, and then when he realizes he’s going to have to tell him, there’s a humanity in Raylan. He understands this is a very, very bad moment in this man’s life, and yet, being Raylan, he also turns it on him and says, “This is all your fault.”

But yeah, backing up into the scene, the showdown: That was in. It was out. It was in. It was out. And then the final decision was, well, let’s put it in — and that’s Tim [Olyphant], Jonathan [Tucker], and the way Jon shot it. He shot it as a classic Western showdown in a saloon. You see Tim on the long shot, and Jonathan just edges into the frame, moves in, and stands off. And then, you know, some funny Justified lines.

"Check my balls right now. Be purple they so blue."

Yeah, and great performances from Tim, Jonathan, and Sam [Elliott]. Markham sees himself as being on top of everything, and we’re going to be the king and queen of Harlan on the street you rode down on your bicycle as a kid. He’s all full of himself, and everything turns in that moment. It worked. We’re proud of that.

Related: 'Justified' Postmortem: Graham Yost Breaks Down the Shocking Ending of 'Trust'



Sam was also great in the earlier scene when Markham and Katherine made up.

Again, I could just talk about this episode forever. This is really one of my favorite episodes, but yes, when she reaches for her purse and he pulls it back. When you realize that we don’t know what’s going to happen. There’s one of the best lines I think in the series: “Would it be so bad for the two of us to live together, not trusting each other, just like everybody else in the whole wide world?” Then he’s very affectionately putting his hand to her neck, and then you realize, “Oh my God, is he going to kill her?” And the look on Mary’s face is just golden, and then the turn, and then the last little bit of, “I love you” and “Love you, too.” To have his “Love you, too” play on his back added an odd emotion to it all. We wanted this big profession of love between these two. They are who they are, and they’ve come to terms with that. They accept each other. This is where they are, and the future looks bright for them.

You’d told me before that Jonathan wanted a classic Western revolver, which we learned in the jail scene that Boon calls Jenny?

There was a joke in the writers’ room. We all assumed that Keith named it after our script coordinator, Jenny DeArmitt, who was one of the writers on [episode] nine, but I think he said it was named after his girlfriend. “Jenny will blow Earl a kiss” — that’s a good line.

Boon is also sporting a new hat this episode.

Raylan likes the hat. “It may be the only thing I like about you right now.” We wanted the idea of Boon being the criminal mirror to Raylan. He’s a hot kid. He’s a quick gun. Someone refers to him as “the hot kid” in the jail scene, and that’s a nod to one of Elmore [Leonard]’s books called The Hot Kid. We are full of little inside references and jokes and callbacks from here to the end.

In the jail cell, the cop that lets them know that Markham’s coming in, the character is Birch, and we cast someone else to play that role. The guy showed up — good actor, but will go nameless — and had hair down to the middle of his back, and it’s like, well that doesn’t work. We were going to need his hat to come off, because he was going to be the cop later on in the hospital scene. So we were stymied. We hadn’t yet shot the hospital scene, so we said, “OK, we’ll recast that. Let’s have someone else play the role in the jail cell,” and someone said, “What about Otto?” Otto [Krause], who’s been one of our stand-ins for years. I would say that Otto did an incredible job, and you will see him for the run of the episodes. We had a waitress at Pizza Portal, and the character’s name was Natalie — she was one of our stand-ins. And Jamie Love — what a great name — he played the guy who served Raylan a drink in the big Pizza Portal scene in [episode] nine. He would stand in for Raylan a lot.

And Boon does, in his twisted mind, really have feelings for Loretta?

Yes, he does. Dear, dear Boon. That scene [between them in her car] was in. That scene was out. There was a short version. There was a full, longer version. Fred and I really went back and forth on that. “Let’s take it out.” We’d watch the cut, “Oh, I kind of miss it…” Fred went at it and found that actually, by making it longer and putting some more stuff from Boon back in, that it actually made it better, creepier, more interesting. It’s one of those lessons: You think, “Boy, if we tighten the scene, if we cut it down, it’ll move faster,” and in fact, it doesn’t, because you don’t know what’s happening and it doesn’t have any impact. And if you have the longer version, it actually moves faster because you’re engaged with it.

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Let’s get to Boyd. At first, from his hospital bed, he seems OK with the idea of Markham’s men killing Ava. But then he does tell Raylan that she’d probably go to Zachariah for help. How should we read that? Is it like in the Season 1 finale when he got pissed that the cartel killed his dad? Boyd could kill him, but they weren’t allowed to.

I think that’s a good read on him. I think that everything has collapsed around him. I think it’s a real low point for him, and I think that he’s a man of very mixed emotions, thoughts, and motivations.

Boyd fooled me: I thought, since he had no one left, he would accept Carl’s help. Instead, he shot him.

I’ll take credit for that. Just the idea of Carl saying, “How are we going to get out of here?” Boyd saying, “With all the chaos.” “What chaos?” Bang. That was my pitch. I think it worked well on paper, but when you seen the scene, it works a lot better because I get really uncomfortable when there’s a gun to someone’s head. Carl’s got his gun to Boyd’s head, and yes, Boyd, in his Boyd way, is able to talk Carl out of doing what he’s been sent to do — which is classic Boyd — but Carl showed that he was willing to put a gun to Boyd’s head, and there’s the degree to which, well, you’ve got to die now. You don’t get away with that. And it’s also Boyd utterly ruthless. He doesn’t care about his men, as was shown in [episode] 10. He’s totally focused on himself and what he wants, which is, I think, sort of stripping Boyd bare to his essence of his somewhat psychopathic or sociopathic nature, if there is a distinction.

One other thing about that scene is Walton. I hadn’t seen it shot. I was on set a lot the last few weeks, far more than I ever was before that, and we were about to shoot what was the final bit of Boyd in the episode where he’s in the cruiser dressed as a cop. It was late on a Saturday night in Spring Valley. Walton was in his trailer wanting to show me what he had done in the hospital room with the hat, how he had flipped it in his hand and put it on his head, and he couldn’t do it. He said, “Believe me, it worked better when we shot it.” [Laughs.] He worked on that bit so that he could do that. He worked with the hat for a couple of hours to develop this thing so he could just flip and put it on, have this really cool Boyd moment. A lot of work can go into the simplest things.

And I’ll give you a little inside baseball story on that whole sequence. There was a version where Gutterson was going to show up [at the hospital], and he was going to get killed or shot at least, and I was like, “No, that’s too much. We can’t do that.” And then we were going to have Boyd kill Nelson, and Taylor Elmore was adamant: “Boyd must kill Nelson. We have to show this.” We listened to him, and we had questions about it, and we said, “OK, if that’s really what you want to do. You’re an executive producer on this show. You’ve got a lot of ownership.” He called back the next day and said, “Yeah, I just spoke to Charlie.” Charlie Almanza, our technical adviser. “He said, ‘Yeah, if Nelson was killed, the Eighth Army would invade.’” I mean, it would be such a huge thing, and it was going to be just too much. So we dialed it back to this.

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Go back a second. You were going to kill off Gutterson? The same reasoning stopped you?

Well, we didn’t want to make Gutterson look bad. If Gutterson is in the hospital, Boyd’s not getting away unless Boyd kills him or at least shoots him. That’s the basic math. We had these terms in the writers’ room: bad Raylan, bad marshal, and bad criminal. Basically, it means someone doing something that really isn’t that smart — and we never like to show Gutterson as bad marshal. He wins generally. Someone has to do something very clever, or he has to be really outgunned or in an absolutely untenable position for him to lose — and that goes with Rachel, too, and Raylan as well. So we just left it on poor Nelson’s shoulders.

Did I tell you where Nelson’s name came from? So he entered the story as ND Marshal, meaning just nondescript marshal, and then we had to name him at some point and decided well, let’s make his initials N.D. So he’s Nelson Dunlop, and Mel Fair, who’s played that role brilliantly all these years… he gets a little more in the next episode and in the last. You’ll see. But he was the one marshal we could allow to do things that our heroes couldn’t do. We’d always let Nelson screw up. He’s the poor whipping boy in our marshal’s office.

Related: 'Justified' Postmortem: Graham Yost on the Dungeon, Death, and Real Harlan DJ

Raylan thought that Earl had already heard that Carl had been killed when he went to grab him to try to convince him to rat on Markham. He felt for him a bit?

It’s a small subtheme of the episode. He assumes that Earl already knows this, and to a degree, Raylan being Raylan, he doesn’t care. They’re criminals. This is the life they’ve chosen, you know. If I’m the one that tells you, and I tell you in an abrupt way, so be it. You’re a criminal. But after the fact, when Earl says, “Wait, my brother’s dead?” Then it lands for him, and I think that’s echoed then in the later scene on the street when Earl’s in the back of the car and says, “He was my only brother.” Raylan’s not completely unfeeling.

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Vasquez pushed the theory that Raylan was in bed with Ava to steal the $10 million. Obviously, it sets it up where Art needs Raylan to come back to the office, and again, he won’t. He leaves his badge in the car with Earl when he abandons him for the marshals to come collect. Art says he’ll be the one coming after Raylan. What’s Raylan’s mindset?

Well, he’s going to do what he’s got to do, and if it means no longer being a marshal for this period, then that’s what he’ll do. He doesn’t want to tarnish the badge, so he’s going to leave the badge behind. But he has got to find Ava before anyone else does, especially with Boyd in the wind. Now he’s got two very dangerous people who want to get Ava, torture her until she gives up the information of where the money is, and then kill her. So that’s his job, and he’s not going to go back to Lexington and as Raylan would put it, take himself off the board.

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Ava and Zachariah went to find Grubes, the mountain man we’d heard about earlier in the season when Walker was looking for a way out of Harlan, and found him dead. Did you ever think about stunt casting that role?

We didn’t get very far into it before we decided that Grubes would be dead, that it would be simpler for us than to create a whole new character when we already had Ava and Zachariah having so many scenes together and that being rich enough. We knew there should be a new obstacle, and if we’d had some great actor with a gun, OK, but then that would complicate things down the road and we’d have to deal with him.

And again, I’ll take credit for anything even if it’s not mine, but that was my pitch in the room: How about they get there, and they go in, and everything is full of promise, and Grubes is dead? Now what do they do? Originally in the cut, Zachariah looks down and sees him, and we cut to him on the floor, and then you see Ava’s reaction, the scream. And on the day, Joelle [Carter] took it even further, and it was more of a meltdown, and it was fantastic. She was wonderful, but we thought it would be more dramatic just to go out on her scream. Then in the edit, it was Fred’s idea to have her scream and then see what she’s seeing.

So you go from her scream and Grubes, to Boyd in the patrol car seeing someone go by in a pickup and he starts to follow. Then you go to the final scene of Raylan on the street at night and talking to Art. Those three scenes were kind of bang, bang, bang. I talked it over it with Fred and Eric: Wouldn’t it be great if we had a piece of music that would tie these three scenes together? And so that became the job of [composer] Steve Porcaro, and it’s one of those sort of unsung hero kind of cues. But that’s often the job of the music — just to create a unity and a mood rather than it being a prominent scene where you’re going, “Oh, that’s a beautiful piece of music.” In this case, it was a beautiful piece of music, but it was also just a great bit of craft and unifying these three things to get us right to the end.

Is there anything you can tease about next episode?

The one thing I’ll tease… The guy driving the pickup truck that Boyd’s following: You’re not supposed to really clock it, but it was the actor who will play an important role in the next episode. So there is a new character. The character’s name is Hagan, and the actor is Shea Whigham. We were so lucky to get him. You’ll recognize him [from Agent Carter and Boardwalk Empire]. We decided to have him uncredited in this episode because it was not a real scene. But it was nice of him to come out that night and drive that truck.

Justified airs Tuesdays at 10 p.m. on FX.