How Barry returned for a season 3 that's sharper — and scarier — than ever

Warning: This article contains spoilers for Barry season 3, episode 2, "Limonada."

The third season of Barry could've looked entirely different. A little over two years ago, co-creators Bill Hader and Alec Berg were preparing to shoot the next chapter of their killer HBO comedy, picking up after a brutal season 2 cliffhanger. The acclaimed sophomore season ended with Gene Cousineau (Henry Winkler) learning that Barry (Hader) was responsible for the murder of his girlfriend, Janice (Paula Newsome), and season 3 was all set to continue that conflict. Scripts had been written, filming was about to start. Then the pandemic hit, and suddenly Hader and Berg found themselves with more time on their hands — time to think even deeper about where Barry's story could go.

Now Barry is finally back, with a third season that's somehow sharper — and more gut-wrenching — than ever. The second episode, "Limonada," attempts to resolve that cliffhanger, with Barry kidnapping Cousineau and trying desperately to land him an acting role. If only Cousineau can get his career on track, Barry reasons, then he'll have to forgive him for his role in the murder. After all, what could be more important than acting?

With "Limonada" out now, EW sat down with Berg to discuss season 3's long path to the screen and how Emmy winner Winkler felt about getting stuffed into the trunk of a car.

ENTERTAINMENT WEEKLY: At what point did you hit on the idea that Barry's solution to the season 2 cliffhanger is to kidnap Cousineau and try to land him a role?

ALEC BERG: What's funny is it kind of took us a while to land on that idea. It's very easy at the end of season 2 to know that Barry was a mess. He had tried to go straight, and clearly it had spectacularly failed. He was trying to curb his inner violence, and it just exploded out of him. So his whole plan to change his nature was a failure in the end.

That's where we started. We spent a lot of time playing with [the idea that] he's lost, and he's sitting around aimless. All of those things are very passive. So we started asking, "Well, what does he want?" Apart from just being bummed out and depressed and a mess, which is not fun to watch. It's not fun to write, and there's no drive to that. So we started thinking, "Okay, even if it's misguided, what could he do to earn his way out of this purgatory?" We landed on this idea of him trying to redeem Cousineau and trying to get Cousineau's career back on track as a sort of active drive for him. If he can get Cousineau back into some sort of fruitful position, then he feels like Cousineau has to forgive him.

It took a lot of wandering to figure out that drive. It's interesting how you can stare at whiteboards for weeks and weeks and nothing happens. It was one of those things where it took a while, but once we landed on it everything started falling into place. That's how you know you're onto something good.

How did Henry Winkler feel about being stuffed in the trunk?

Oh, he's game for anything. Are you kidding? My God, try and get him out of the trunk!

He's the best. He's just so trusting. I mean, it's taken a couple of years of really feeling each other out to get to a point where he's like, "You know, sometimes I don't see it, but I know they're leading me in a good direction, and I just have to trust sometimes." That goes both ways. There are times when he has very strong instincts about things and you have to listen to that. I always say that writers have to worry about 50,000 things, and an actor's sole job is that character.

There's a lot of talk about redemption and forgiveness this season, and we see it with Barry trying to redeem himself with Cousineau. Was that something you talked about as an overarching theme for this season?

It's very easy now, having written the whole season, to go, "Oh yeah, that's the theme, and that's what we were going for." Generally what I've found is themes like that start to emerge [with time]. You just have to follow each character's drive and then these patterns start to emerge.

Really interestingly, that goes back to the pilot. When Bill and I were thinking about the pilot, we had this idea that he was going to play a down-on-his-luck hitman who didn't want to be a hitman. We thought, "Well, what does he want to be instead? There has to be something that he wants to do instead." We were like, "Okay, what's the opposite of that?" It was like a goof: "Well, what if he wants to be an actor?" Almost immediately there were all these really interesting things that started cropping up. An actor wants to be in the light, and a hitman needs to be in the dark. An actor wants to be known, and a hitman needs to be unknown. An actor needs to access all of their feelings, and a killer needs to tamp down all those feelings. There were all these really interesting parallels and opposites that started happening.

That's what happened with us in season 3, where we started exploring character and what they want. The idea of redemption and earning forgiveness and giving to others so that someone is let off the hook or doesn't owe anyone… all that stuff started coalescing. I wish I could say that we just sat down and went, "That's it," and we wrote it. But it takes a lot of wandering in the desert to get to that.

Sometimes you need that wandering to get where you need to go.

The blessing and the curse of COVID is we were two weeks from shooting season 3 when COVID shut us down. It sucked, but it also gave us the time to really be hard on the scripts and really rip them apart and rewrite. Then HBO was nice enough to give us money to hire writers for season 4, so we wrote ahead. We had scripts for season 4 written, and then we went back and rewrote season 3 so we could really stare at them hard and refine and rewrite.

Bill did a couple of Pixar movies. He was a voice in Inside Out, and he kept saying, "How are their scripts so good?" And he's like, oh right, they worked on them for five years. That's why they're so good! The silver lining of this awful COVID cloud was that it gave us time to sit back and really be hard on the material.

One of the things that's so incredible about Barry is the tone: You've got these huge, dramatic moments, but they're often attached to absurd circumstances or comedy. Episode 2 ends with Barry and Cousineau on the couch, as Barry is begging Cousineau to tell him that he loves him — all while there's a kid playing a loud video game next to him. How do you find that balance of the absurd and the gut-wrenching?

So much of it is just feel. I wish I could say there was some direction or book of rules. For a lot of that stuff, you just write the bad version of it and say, "Okay, the dumb version is this. What's the inspired version?" You start adding elements like, "What if Gordon [Eli Michael Kaplan] is sitting there? And doing this in front of the kid would add that tension there, and man, that's so much better than just the two of them in a room."

I've always joked that writing this show has been like standing at a piano hitting note after note after note and saying, "No, I don't think that's right. Oh, that's a little better. Oh wait, that sounds good." It's just experimentation. Again, that's why having the luxury of time to write and rewrite was so nice.

The relationship between Cristobal [Michael Irby] and Hank [Anthony Carrigan] is so delightful. What was it about that dynamic that you found interesting?

We had this thing in season 2 where Hank and Cristobal were working together, and the Bolivians and the Chechens were playing volleyball. We shot a thing where Anthony was just looking at him with love in his eyes. It was just so funny and interesting. I don't think we ever had any real overt conversations about [if] Hank is gay or not. It was one of those things where after season 2, a lot of people were like, "He's gay, right?" We were like, "I don't know. We never talked about it." But the more we thought about it, it just made sense. It was just one of those things where we were like, he is. And instead of making it a big deal, we just sort of wrote to it. We were like, "Yeah, that feels right."

Their relationship feels like a little beacon of joy when everybody else is crashing and burning around them.

There is something about joyous characters experiencing unmitigated joy that is really fun. That was one of the interesting things from when I worked on Seinfeld: When you watch the early episodes of Seinfeld, Kramer is a very dark, scary, slightly threatening character. The evolution of that character was Michael Richards just found this gear where he became a very joyous, happy character. Homer Simpson is the same way. If you go back to early episodes of The Simpsons, Homer is this very angry, mean, disgruntled dad who yells at Bart a lot. Then as the show grew, they found this gear for Homer where he's just a joyous, happy idiot.

It's infectious, and it's just fun. Hank is one of those characters where every time he shows up, there's just a brightness and a light to him. So much of that is what Anthony Carrigan brings to the character. He just owned it from day one.

On the opposite side of things, this episode has that confrontation between Sally [Sarah Goldberg] and Barry that's so unsettling. Here she is writing a TV show about surviving abuse, but she's still experiencing it. What did you find interesting about their relationship this season?

We did a lot of research and a lot of talking to people who are survivors of abuse about what those patterns are and how people get stuck in these cycles. I think this applies to all kinds of different situations, where just because you are consciously aware of your patterns doesn't mean that you can break them.

One of the things that's amazing about Sarah Goldberg is that she's always been really vocal and said, "Don't whitewash the character. Don't shy away from the darkness. Don't minimize the flaws or sanitize anything. Just be raw and real." She brings, I think, so much reality to that stuff.

[Sally] is a very polarizing character. A lot of people are incredibly enamored with that character and love her, but I think some people experience female characters through the eyes of the male character, unfortunately. So there's a lot of people who judge that character like, "Well, I don't want Barry to end up with her." Of course, my take on that is always, "You know Barry kills people, right?" You're worried about this guy and his feelings because he might end up with somebody who's damaged or maybe a little selfish or narcissistic? He's a murderer! How about worrying about her winding up with that guy? It's just so interesting how people want to protect Barry from somebody who maybe isn't the most generous, nurturing soul, when really, he's no walk on the beach himself.

Bill Hader is always extraordinary, but he's particularly fantastic this season. How have you seen him evolve since you first started the show?

When we started, he had never done a half-hour series before. I wouldn't argue that he's gotten better at it; I think he's just more confident, and he trusts his instincts a little bit more. In the first season it was a lot of "Hmm, I don't know, maybe it's this?" Now he's much more like, "This is what it is." He's clearer in what he likes. I think over time we both honed in on what the tone of the show is. There were some things we had to learn by doing. I would say in the first season or two, there were a lot more scenes that we shot that we ended up cutting because we'd be in the edit and we'd go, "Eh, I don't think that's right. I don't think that's the tone." There are less of those scenes now because we catch them earlier.

Part of it, again, is that we had time this season. It's so weird to me to think we were two weeks away from shooting season 3 when COVID hit. The amount of rewriting that we did after that was massive. It's just bizarre to me to think of what season 3 would have been like if COVID hadn't hit — because it would've been very different.

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