Justified: 6 Reasons Why We're Pumped for Season 3

Let's raise a glass of "apple pie" moonshine in honor of the dearly departed Justifiedvillain Mags Bennett. Margo Martindale's Emmy-winning portrayal was a huge part of what made the Southern-fried FX drama's second season such a thrilling ride and will no doubt be a tough act to follow. And executive producer Graham Yost knows it.

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"I would be lying if I said we didn't consider that," Yost tells TVGuide.com. "It gives you some pause that people responded so strongly to it. We're incredibly gratified with that, but it's also that the bar is set pretty high."Based on what we've seen so far, though, Justified (premiering Tuesday at 10/9c on FX) seems more than up to the challenge. Season 3 finds Raylan (Timothy Olyphant) recovering from a gunshot wound while also trying to wrap his head around becoming a father with his ex-wife Winona (Natalie Zea). Meanwhile, Raylan's friend/nemesis Boyd Crowder (Walton Goggins) is busy rebuilding his family's criminal empire, but his quest to rule Harlan may be impeded by a couple of new villains: an oily Detroit mobster named Quarles (Neal McDonough) and a menacing mystery man named Limehouse (Mykelti Williamson). Behold, six reasons we can't wait to head back to Harlan County:1. We love when Raylan's off his game. As much fun as it is to watch Raylan be the gun-slinging hero, he's a more interesting character when he's weighed down by personal issues. Impending fatherhood — and its seeming incompatibility with being a U.S. marshal — should provide plenty of those moments this season. "He's got a baby on the way," Yost says. "Is that going to change how he does his job?  Should he be a marshal? These are all big questions for him to deal with." Adds Olyphant: "It gives you pause [about] the decisions you're making and how you're living your life. It just makes everything a little deeper, more important."

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2. Raylan's not the only one facing tough choices. "One of the themes that has emerged in Season 3 is the notion of crossing lines," Yost says. "What happens when you draw lines in the sand and say, 'Beyond this I will not go,' then, at some point, you find yourself doing that. I would pay attention to certain things that people say in the early episodes. That includes Nick Searcy's Art ("We see another side to Art and I think ... we understand why Art has tolerated Raylan because Art was Raylan at an earlier point in his career," Yost says) as well as Boyd and Ava (Joelle Carter)."They say, 'We're going to be this type of crime operation and not that kind.  We're not going to run whores. We're not going to do robberies. We're going to be criminals of influence, pressure, protection and that kind of thing.'"
3. One word: Quarles. After writing Mags as a down-home woman with an icy mean streak, Yost wanted his new villain to be the opposite. Enter McDonough's Quarles, a Detroit mobster who wears $3,000 suits and a huge grin and longs to become the "Oxycontin King of Kentucky." Oh, and he has his own mean streak. "This guy has a lethality and a danger that must be reckoned with," Yost says. Like his weapon of choice, which you see in the season premiere, you don't necessarily see him coming.

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4. Another word: Limehouse. While Limehouse is every bit as unforgiving as Quarles, his character, who runs a barbecue joint in Noble's Hollow, is more interested in picking up where Mags left off. In fact, he's holding onto some of Mags' money, which is what draws Boyd (and eventually Raylan) into the all-black neighborhood. "I was interested in exploring the African-American experience in Harlan," Yost says. "We've had some black bad guys from Lexington, but they were sort of interchangeably urban. I thought, 'What's the specific story of black people in coal country?' That led us to the character of Limehouse.  He's someone who's really quiet and dedicated to the idea of protecting his way of life and the history of his community." We also get the feeling you don't want to see the inside of his slaughterhouse.
5. Boyd and Ava = Bonnie and Clyde? Yost says the classic criminal couple was definitely an inspiration for this season. While Boyd might be the mastermind, Ava is the one to watch. "How far is she willing to go?" Yost asks. "How much does she really want to be a part of this thing? Is she just the crime wife who sits at home and clips coupons, or is she someone that gets out there and lifts the gun every now and again?" Look for Ava to be just as dangerous with a frying pan as she is with a shotgun.

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6. Carla Gugino guest stars ... as Karen Sisco? Here's the setup: Gugino, who played one of Elmore Leonard's other most beloved characters in a short-lived ABC drama, shows up in Episode 2 as a Deputy Director Karen Goodall. Interestingly enough, her last name is different from the last time she and Raylan worked together. Are the writers suggesting what they think we are? "I don't know what you're talking about," Yost says with a laugh. Fair enough, but could we see more of her? "We wanted to have some fun because we knew that we would love having her as part of the team," Yost says. "Decisions have to be made down the road. Is that something she'd like to do?  We're certainly exploring it."
Justified premieres Tuesday at 10/9c on FX. The Season 2 DVD and Blu-ray are now available.