Covert Affairs Covert Affairs

Change is in the air on Covert Affairs.

Not only will someone die on Tuesday's Season 3 premiere (10/9c, USA), but Annie (Piper Perabo) will get a new boss in fabled CIA operative Lena Smith (Sarah Clarke). But don't think that necessarily means it's Joan (Kari Matchett) who's biting the dust.

"Is it Joan? ... There is a connection between [those two developments]," Clarke tells "But there are also plenty of reasons that Lena could come on without a death."

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Annie will get reassigned from the DPD in the premiere, and Lena will select her for her own covert team — and covert it is. A legend in the halls of Langley, Lena had a division built around her after she came through big on a mission in Nairobi in 1998. "She's a total badass! Very confident, very skilled and nothing fazes her," Clarke says. "Her division is above a lot of people's clearance. It's meant to be somewhat mysterious because it is so top secret. In terms of the missions that come through, they do eventually get revealed through Annie because she becomes part of them. I think she sees something in Annie and that's why she wants her."

The switch for Annie is as startling as the differences between Lena and Joan. If Joan is the proper, curfew-imposing mom, then Lena is the carefree, do-whatever-you-want stepmom. How relaxed is she? In the premiere, she tells Annie that she doesn't have to check in with her from the field after Annie calls from her first assignment in Morocco.

"Annie is not used to that. She's used to Joan being on top of her all the time. But Lena is totally the cool stepmom. She believes it's about teaching her to do everything without this huge security net because that's the reality," Clarke says. "Once you're out there in the field, you are really alone. We will be there as much as we can, but your decisions impact how you're going to get through the mission and if we have to clean up the mess, we can. But if we choose not to, it's up to you to get out of there. I think it's just teaching her those skills and preparing her for that."

More important than giving Annie some "freedom" is the fact that Lena will show Annie that there is more than one way to go about things in the CIA, Clarke says. "[Annie's] gonna be posed with the question: What's her style? What's her methodology? You'll see Annie's growth in the agency this season and how she handles coming into a high-risk division. It's about her figuring out who she is and not whether Joan's or Lena's approach is the right way or wrong way or which one of them she should be like."

But there is already a built-in rivalry between the two ladies. Lena and Joan go way back — all the way to that mission in Nairobi in '98. Their past will be unveiled in the third episode. "We were in Nairobi together and sh-- went down!" Clarke says. "We went in to Nairobi in a unified way and came out, not separate, but we had different ideas about what we were doing. There was a definite falling out. That was one of the first things I asked [co-creators/executive producers Matt Corman and Chris Ord] and they gave me an extensive backstory."

Covert Affairs exclusive video: Meet Annie's new boss!

But what's Lena's own backstory besides her '98 glory day? Could she possibly be duplicitous? Clarke, who has filmed eight episodes so far, thinks there's more to Lena than meets the eye — but only because that's the case with anyone in the CIA. "Any time you enter into the CIA world, everyone has the negotiations they've made to be there," she says. "It really is a united effort for one thing, but it's a bunch of individuals making that happen and everyone's covering their own butt in a weird way, and I think that's true for Lena."

She also thinks that fan will take a liking to "one of the coolest people I've ever played." "Lena represents a fresh take on the CIA that you can have a different kind of personality and be high-risk and get results," she says. "That's what makes her fun. She gets a kick out of it, so I hope everyone gets a kick out of her!"

Season 3 of Covert Affairs premieres Tuesday at 10/9c on USA. Come back to at that time to chat live with Covert Affairs stars Piper Perabo, Christopher Gorham, Peter Gallagher, and co-creators/executive producers Matt Corman and Chris Ord on Character Chatter.

Watch an exclusive clip of Clarke's debut on Covert Affairs below.