The Walking Dead Guest Star Alicia Witt on How Paula Came to Be

[WARNING: The following story contains spoilers from Sunday's episode of AMC's The Walking Dead. Read at your own risk.]

March 13th's episode of The Walking Dead, "The Same Boat," was mostly a bottle episode, meaning it took place in a single location -- in this case, a former slaughterhouse that briefly became active once again. The ones getting slaughtered were members of the Saviors, upcoming big boss Negan's (Jeffrey Dean Morgan) followers. These were Saviors who survived Rick (Andrew Lincoln) and his team's assault on the Saviors' compound. They captured Carol (Melissa McBride) and pregnant Maggie (Lauren Cohan), and after postponing prisoner swap negotiations with Rick, whisked their captives away to their slaughterhouse safehouse.

The four slaughterhouse Saviors were Molly (Jill Jane Clements), 'Chelle (Jeananne Goossen), Donnie (Rus Blackwell) and group leader Paula (Alicia Witt), who used the zombie apocalypse as an opportunity to become a better version of herself: a tough-as-nails, pragmatic nihilist who is willing to do whatever it takes to survive.

Paula, as she explains to Carol -- who in some ways is Paula with a conscience -- was an unsatisfied secretary in Washington, D.C. before the outbreak. When the military took over, she was forced to stay at work with her boss, separated from her husband and four daughters. She knew her boss was going to get her killed, so she killed him to preserve herself. He was her first. Now, she doesn't keep count and feels no compunction when she kills. If her way of thought is typical of the Saviors, the Alexandrians will be fighting a tough enemy -- a group with a pure animal drive to stay alive.

Of course, Paula is no longer a threat, since she got impaled on a piece of rebar and ripped up by a growler (Molly's name for the dead) at the end of the shish kebab. Paula's arc was brief but impactful.

TVGuide.com talked to Alicia Witt, the guest star who played Paula (who you may remember from Friday Night Lights orCybill, and will next be seen on Nashville) to find out more about what makes Paula tick.

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I read another interview where you talked about how you were a fan of the show before you even got the chance to do it. How did you feel when you got the chance to audition/when you got the job?
Witt: I had never auditioned for the show before, and I had definitely expressed interest in it because I truly think it's one of the best shows ever made. It's so hard to compare it to anything else that's ever been created, and clearly the fact that it's the phenomenon that it is supports that. It resonates in a way that I don't think anything else quite ever has.

I first got contacted by [head writer and showrunner] Scott Gimple on Twitter. I didn't know him before he started following me, and I was like "Wow, that's cool, the showrunner of The Walking Dead is following me," so I followed him back. Then he sent me a direct message like, "I just heard you on this podcast and I thought I'd reach out and say hello. I like your work and I enjoyed the podcast." And I told him, "Thank you, I'm a massive fan of yours as well. The Walking Dead is one of my favorite shows." And he was like, "That's good to know." About a week later, this audition came in and I went in and it was not anything that seemed like it was in the world of The Walking Dead. It was a version of the scene where Paula's talking about the coffee and the carrot. But it was set in a bank during a robbery. I didn't question it or think much about it, I just went in and did it the way I thought Paula would do it. Then the next night I got all these messages from my agent saying, "You got the part, you're gonna be getting on a plane tomorrow." And I still didn't know who she really was! And my agent didn't know either. The next day as I was boarding the plane I got the script. I probably said "holy s---" about a million times reading that thing as the plane took off. I was like "Are you kidding me? This is what I get to do on this show that I love so much?"

I was nervous and I was excited, because it's a show that means so much to me. At the same time, from the moment I started actually getting into Paula and working these scenes and working with these unbelievable actors and getting to work opposite Melissa [McBride], who is one of the finest actors I've ever worked with in my life. She's so good that I really wasn't thinking anymore about what I was doing in terms of, "I'm on The Walking Dead," it was about: Who are these people and what is this relationship they're forming and what is this strange effect they have on each other? Because obviously as a fan of the show I would know that Carol isn't religious and she doesn't care about a crucifix and she's got something else planned, she's not terrified and crying and shaking like Carol does in this episode. But as Paula, that didn't even cross my mind. I think it occurred to me a few days later, when I was done with the work, I was like, "Wait a minute!" I know that sounds crazy, but I was so only Paula while I was there. I wasn't thinking about what Melissa was doing with her role.

Melissa McBride breaks down Carol's highs and lows

I feel like Paula is sort of a funhouse mirror version of Carol.
Witt: I'm so glad you noticed that. We definitely felt that and thought about that.

What I took from it was questioning how different the good guys and the bad guys really are in this world. Was that discussed?
Witt: No, that wasn't discussed. The only discussion that I had with Scott going into it was about how involved with Negan she is. I had asked if she was romantically involved with him and Scott said, "Absolutely not." It was what it looked like: she was the boss of this group, and there were other groups like it where there were other bosses and they all answered to Negan. He didn't share a whole lot, though. The great thing about this character is that there was so much backstory already there on the page that I felt like I didn't have to any journaling or figuring out who she is before. So much was there, I just had to do what came naturally. I think that the Saviors genuinely believe that they are the good guys. They think that the means of survival--or at least I should speak only for me, because I didn't discuss it with the other actors--but I feel like Paula decided when she lost everything she had and she didn't get to be there for her daughters when it all went down, she decided that she was going to be there for herself. She was going to prove her worth and her strength by taking people down and by being the last man standing, in a way.

Were there any other specific things you thought about or talked about that weren't on the page? Because there was so much on the page, but there was also so much that begged to be filled in. Like, do you know more about her relationship with the boss? Did you think more about what Paula's life was like before?
Witt: No. Because it all happened so fast I was thinking more about Paula in the moment. I know that it's a source of pride for Paula to do a good job. I feel like the thought of having to face Negan having lost everything would make her look like an idiot. She'd rather die, than have to lose. I got the sense that her group, or at least Paula herself, what makes her keep going and get up every morning and keep going is the idea of her own invincibility. That's extremely important to her. And she genuinely doesn't think there's any point in Maggie having a baby. She thinks that's just completely absurd.

Poll: Who is Negan going to kill?

But as we know, invincibility didn't really work out.
Witt:No, it didn't work out at all. She vastly underestimated who she was dealing with.

If I were you, I'd be sad to only get one episode, but excited to get such a gruesome death. Did you feel that way? Because it was a pretty disgusting way to go.
Witt: [Laughs] Yeah, it really was. You know, I was so elated with what I had to do. I guess I felt like I could have been given six episodes or a year of episodes and not have the sort of depth of material that I was so blessed to be given. So I was just thrilled to have the one and I was also equally thrilled to have such an epic death. I figure if I'm going to die, this is a fun way to go.

Was that you under all the walker makeup?
Witt: No, I wish that had been me. I wanted it to be me, but there was a time constraint. They had to shoot that on the same day that they shot the fight and they stunts so they just didn't have time. And it took me about two hours in hair and makeup, because there was also a neck rig that unfortunately malfunctioned.

It was supposed to be even more brutal?
Witt: It was! There was a whole neck thing with a spouting spigot of an artery that ended up just sort of dribbling everywhere and getting blood in every crack and orifice of my body. It didn't spurt out the way it was supposed to. Darn it. So it took about two hours to rig up and then of course they had to cover it up with skin-like material, and while they were doing that they had to shoot the scene with zombie-Paula. We just didn't have time for me to do both. Oh well.

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So about the coffee bean soliloquy: it seems to me that Paula is more of an egg than a coffee bean. What do you think?
Witt: Oh, I think that's a really good point. I think she doesn't realize that she's become the egg [Laughs]. But she has. She's turned out hard. I think she's manufactured this version of things where she's gone out and changed the world. Whatever it is that's going on with Negan and his whole pseudo-government organization that I'm guessing, pure speculation of a fan that it might be, whatever it is I think she thinks they've brought law and order to this lawless place. Even though they're as heartless as they are and have no regard for human feeling, she does think they're the good guys. She thinks in a way she has changed the water itself. And I think the joke's on her.

Well, we'll just have to see if you're right, I guess. We'll find out together.
Witt: Yup. This is the depth of my knowledge of the show. Now I'm just a clueless fan like everybody else.

The Walking Dead airs Sundays at 9/8c on AMC.