Of all the new stars to come aboard Justified for Season Two, Margo Martindale may not be a name player, but if you’ve been watching… holy shit. Her character – Mags Bennett – came out strong as the Deep South drug (Marijuana) queenpin who’s been running her community for a very long time. And from the first episode we can see that she is both maternal, but acts very much to a code that is fatal for those who disrespect it.

Martindale has had a varied on-screen career – perhaps best known for playing the white trash mom in Million Dollar Baby – with a number of various roles in films as diverse as Dead Man Walking, Days of Thunder, The Rocketeer, and Walk Hard, to which she usually playing up her southern roots. And with Justified, it’s one of the best chances to see her shine as it’s one of the meatiest roles she’s had on screen. Margo – after playing a violent scene – was nothing but charming, and she was charming and sexy in person in a way that is rarely used on screen. She was charming my group, and it’s fair to say she charmed me. We talked between takes and started by talking about how this is different from other TV shows she’s done.

MARGO MARTINDALE: Really, this is the most film-like television show I’ve ever been on. By the end of it, I’ll have done a four hour movie.

So it’s like movies with more work.


More rewarding?

This part has been incredibly rewarding, because it is so ridiculously fabulous. Sometimes I’ve gotten to play some things in the movies.

I loved you in 28 Days.

28 Days. The good thing about me in that was that the voiceover was all me. So that was the only thing I did in that was the great voiceover stuff. Million Dollar Baby is the closest I’ve come to playing this kind of part, but this is on steroids: Million Dollar Baby on steroids.

Are you referencing any sort of archetypes for this role?

Well there was a woman who was the real woman, but I didn’t know about it until one we were already in to it. Honestly I didn’t know anything, so I was running by the seat of my pants.

With Mags, this is a Lady McBeth kind of character, right, so who’s this real woman?

The real woman this was based on was named Mags Bailey and she had a bunch of sons, and she sent them all to law school and so she had lawyers surrounding her wherever she went. Her power was gigantic, but the intellect was really smart. My boys are a little more dim-witted than that. (Laughs)

Once you found out about her did it change your character?

I couldn’t change once I started really, once I’d done that first scene, it was done. There wasn’t a lot of playtime for where I could go. I kind of stayed in the same place. I don’t know what I’ve done (laughs)

Obviously Elmore Leonard looms large over the show, did they ask to read any Leonard?

No but I have, so that’s good.

Well, he’s great.

He’s hilarious, because he’s so mean. That’s what I took as my inspiration, the meaner the funnier. I think mean is really funny.

Her with her apple pie, I see some apple pie today.

We’ve had it every day.

Mags has a very interesting relationship with Raylan, can you talk about working with Timothy Olyphant?

He’s fabulous, from day one Joe (Joseph Lyle Taylor) and I got here – and Joe and I had done a series before so we knew each other – Timothy says “come to my trailer, let’s just read it” and so we bounce it around. It was just open and welcoming from the very start. He’s a worker, which is great. He’s great to look at, which doesn’t hurt.

And having Adam (Arkin) direct this episode, he’s known for both acting and directing.

I’ve known him because he directed me on The Riches, another show I did for FX, and the series we did was with his father, so I knew most of those boys. I knew Adam, and also he directed episode one (of Season Two). So it’s easy.

You just said you find Timothy Olyphant attractive, have you let that play into the character at all?

No, maybe I should have, maybe you should talked to me earlier.

I’m looking at your rings, were they for the character?

Yes (points to wedding ring) this is my wedding ring, my real one, but I decided that once Purvis was dead, I kept my ring on.

What about the other one?

Well, we’ll see how that plays in.

So it’s a plot point?

(she smiles)

With Loretta (the girl made an orphan in the first episode of the new season), how does it play now that you’ve taken her in?

I think she’s one of the best actresses I’ve ever worked with, she’s just phenomenal. She becomes a huge part of all of this and she’s lovely and wonderful, little Texas girl.

Mags so far has been mean, but there’s a maternal quality as well.

I think you see the maternal with Loretta

Even with the first episode poisoning, there’s something…

Shepherding him to the other side

I wonder if she really believes what she’s saying there?

I decided that I did. There was stuff in that episode that said “All of this is from the earth, there’s nothing to fear because it comes from the Earth,” but I think that was cut before we shot it. That all the herbs that I get to do this are from the mountains, so that makes it from god, for me.

And it was already in the glass.

It was already in the glass, yeah. I guess I brought those glasses in my backpack (laughs)

It’s funny seeing a woman with so much power getting their hands dirty, does that happen throughout the season?

Me getting my hands dirty? (laughs) Just a little. Just a little.

Do you believe Loretta firmly believes her father’s away.

Right now she does, from where you’re standing she does. THINGS CHANGE (laughs)

It really looks like its leading to a confrontation between these two powerhouse women. I find that really interesting.

I do too. What it is now, I can’t tell now. I’d love to see her become me.

Almost in spite of herself?

Uh-huh. I have no idea where it will go.

Right now you’re shooting the twelfth episode, you’re about to do thirteen, or have started thirteen…

We start shooting thirteen tomorrow.

They told us the finale is next week, so is there a conflict between your sons and your adopted daughter?


ADAM ARKIN: Tell them how you almost left the business when sound came in. (laughs)

What’s it like working with a director who’s an asshole? (laughs)

I had this voice, they said “that won’t work!”

So Cooper seemed bitter that Loretta was watching over the store, cause he’s never been allowed. Is he going to be her nemesis?

MARGO MARTINDALE: Let’s just say that’s really astute of you.

Did you see your character coming from the bootlegger sensibility?

Originally, there was something in there that when I was young I ran moonshine for Raylan’s grandfather, so we made a lot of money, I’d go over to another county, outside of Lexington, and we made money doing that so we were chums, but the feud didn’t come back into big play until Arlo killed my husband.

Does Mags have some play with Arlo?

Yes, finally we had some yesterday. But we didn’t have enough.

The show has a lot in common thematically with Winter’s Bone, what kind of research did you do into this kind of culture and Mags?


Was it just imagination work?

I’ve been to Kentucky before.

Did you watch the first season?

I watched a lot of it. But I’d never heard of it. I mean I’d seen it, but I don’t watch a lot of television.

From your perspective do you want to know?

Yeah, I tried to watch as much as I could to see what the tone of the show was, to see where it should sit, I think I watched four episodes, and it blew me away it was just fantastic.

Is it difficult to come into something that’s already going like this?

It would be difficult normally, I think, but most shows I’ve done I’ve only done the pilot. Dexter I did the pilot of – though maybe I came in six times – so I was there at the very beginning, Medium I was there at the very beginning, though they got rid of me early. Unless I’ve gone on and done one show, and let me just say – that’s not easy. I think it’s very hard.

Well, in this second season, you’re immediately established as this big player.

Guess what? That makes it easier. This is the truth: in show business there is a class system to come in, and you feel like you have to prove yourself. It depends on how they treat you. Not now in my career, but in the last ten years I’d have to come in and say “I did so and so” “oh please, shut up, don’t be talking about what you’ve done.”  But – in between never having done anything – this was a situation where I was one of the boys coming in.

So was the audition process easier on this one?

No. I was out for the premiere of Secretariat, and my agent sent me this and said “A Kentucky woman” and I said “They can’t just look at my reel?”

Do you find that part of the process frustrating in this stage of the game?

It depends on what it is. No, I love it, I worship it, because it makes it much easier because if you get the job, they know what they’re getting. So they chose you because they liked what you did. When I read this, I said “I’ll go wherever I have to go to audition for this.”

So you said you worked in regional theater?

Four years. 1980-1984, but all new plays.

Are there certain actors you always feel you’re up for the same role against?

You know what? It’s now that I’m up against has-been stars. It’s kind of a weird place to be, there’s not many of my group.

So maybe you’re up for the next Dancing with the Star?

I don’t think I’m there yet.

I bet you can cha-cha.

I can. I can dance.

Is you accent natural, or do you emphasize it?

This, oh lord, this is a whole different world.

Do you have a volume setting for it?

Yeah, down. (lowers voice) I talk like this.

Where are you from in the south?

Texas, East Texas, Jacksonville.

There’s a lingo with the show, is that something you had to discover?

It comes so easily to me, but now I say something in this next episode that I never heard of – I’ll ask you guys – “chin music?”

It’s a baseball term isn’t it? When a pitcher tries to brush the batter of the plate?

“The rest is just chin music” is what I say.

I’m from Georgia – I think chin music is a derogatory term for boring music, like you’re resting on your chin.

That’s what I thought. Because most of the lingo in this is something that’s very literal. Okay, that’s good. (laughs)

It’s like “scratching your watch, and winding your butt.” That Dolly Parton said.

In Steel Magnolias? You know who created that part? Me. That was written for me, that part.

Steel Magnolias will make me cry every single time. So you’re normally up against Dolly Parton is what you’re saying?

Well, honestly, of my group I was pregnant at the time. But – of my group – I was seen for it. Of course once they had a star, they had to have all stars, and that part was about heart. And even though it became about tits and blond hair it started with Dolly Parton and she really has heart, so actually she was really right – but then people thought of the movie as the prototype so then whenever you saw Steel Magnolias after that you saw a blond woman with big tits.

It’s like Marilyn Monroe in Gentlemen Prefer Blondes taking the role from Carol Channing.

That’s exactly right, it became about that other thing, though I thought Dolly Parton was a really good choice.

Is it hard to keep the episodes straight, do you try?

It’s kind of been like an insane ride, I’m only not in three (episodes).

Do you watch the show, do you even have time?

I will try to watch it, but we’ll probably be working. I have been tivo’ing it at my friends house.

Are you doing a couple days on this and then go and do ADR?

We’re not doing much ADR, I’ve done one episode. I always like to do it, because you get more money.

That’s very honest.

Anything to pad this would be helpful. (laughs)

Well, hopefully they get to a hundred episodes and get to syndication – we’re crossing our fingers for you.

Well thank you.

Is a thirteen episode arc maybe easier than doing a twenty-two episode arc?

You know what? I’ve done a twenty two episode season. I did some stupid… it wasn’t a stupid show, but what I did on it – and I kind of miss it, because it paid very well – was twenty two, which we did for Mercy. And I was the head nurse, so what I did mostly was “we need so and so stat” but they paid me like I was doing huge work. I should shut up and take the money. I can’t complain.

How has your relationship been with Jeremy Davies playing your son?

I love him, he’s delicious. Isn’t he? I said to him on our first night, you have such a great southern accent, where are you from? He said “around.” I asked him “what all have you done?” I didn’t say “what do I know you from?” or any of those hideous questions people ask, but I did say something like that and he said “a show called Lost.” (laughs) I know that. And then I went home and looked him up on the IMDb and went “oh.”And I said “not only are you a sexual…”

Dynamo? Tyrannosaurus?

(laughs) He’s kind of a sex symbol in those things I thought.

I think he has a lot of Lost followers.

Not just Lost though, it’s all those movies.

Does that happen often in your work, where you see someone and you know you love their work, but don’t know what it was?

I didn’t know I loved his work. I didn’t know if I’d ever seen him before. But I had, and I loved it. But I loved what he was doing, I loved what he was doing.

Do you think it would have changed the dynamic if you had gone on IMDb and he hadn’t done all of that?

No. I thought he was so incredible I wondered why I hadn’t heard of him, that’s why.

When you work with someone like Clint Eastwood, where you can not escape the legend, how long does it take you to switch out?

Instantly. He’s as easy to work with as you guys are. We’d just sit here, and we’d be two actors sitting together.

Justified airs Wednesdays on FX at 10 pm.