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‘Barry’ Season 3: Bill Hader on Barry’s Episode 2 Outburst and the Fallout

Hader tells TheWrap about the key scene that was added later

Note: The following contains spoilers for “Barry” Season 3 Episode 2.

Bill Hader’s hitman-turned-actor Barry in the HBO series “Barry” has had his share of emotional outbursts over the course of the series, but in the second episode of Season 3 he explodes at girlfriend Sally (Sarah Goldberg) in a terrifying – and very public – way. It’s the fallout from the moment, both in terms of Sally’s reaction and in how Elsie Fischer’s character attempts to report the incident, that’s almost more unsettling.

Originally, the outburst was followed by a scene of Fischer’s character seeing Sally’s text to Barry asking if he’s mad at her and if he’s okay, underlining how she’s falling back into behavior from her past of dating abusive men. “We cut some of it together and showed it to some of the writers, and Duffy Boudreau and Emma Barrie, they all kind of felt like the way he yells at her, someone would do something about it,” Hader told TheWrap in a recent interview breaking down Season 3 Episode 2. “Someone would say something.”

Hader said he already knew “Barry” Season 3 would have a round of reshoots coming up in February of 2022, so as he and the writers were trying to figure out what kind of scene needed to be added, they started discussing what would actually happen in this scenario. “One person would say, ‘Well, yeah, she just needs to turn him in to HR,’ and then another person would say, ‘Well you can’t go to HR because he doesn’t work there.’ Oh right, well he doesn’t hit her either so he hasn’t committed a crime. Like, what would the thing be? What would happen? And as we were trying to figure it out, I realized, ‘Oh, this is the scene. This is what the scene should be.’ Just here’s the reality of it.”

So the scene in which Fischer’s character expresses concern to the AD working on Sally’s show and the other writer was written and added in reshoots, adding even more color and context to the complicated dynamics unfolding in this new season. “What I liked about that too, story-wise, was like, oh, so this new character of Katie – Elsie Fischer’s character —is on to Barry,” Hader said. “So it poses a question in your head of like, well, where’s that headed?”

In this week’s “Barry” interview with Hader, the co-creator and co-writer and director of this episode breaks down how that moment with Sally was conceived and shot, and also discusses why Barry doesn’t kill Gene, casting director Allison Jones’ return, and how Hader wrote the unsettling ending of the episode quickly after arriving at work too early one day.

If you missed Hader’s breakdown of Episode 1, read that here. And check back next Sunday for a chat with Hader about Episode 3.

In the opening of Episode 2, I watched it twice and didn’t catch the first time that Barry made Gene pay for the burgers while he was locked in his trunk.

Bill Hader: Yeah no one picks up on that, but it’s my favorite line in the entire thing which is like, “Here’s your change.” (laughs)

So Barry’s plan to not kill Gene is to get him a part, then he’ll feel like he’s earned forgiveness. Which is nuts. I’m curious, he’s killed a lot of people. Why doesn’t he kill Gene? Was it ever on the table that he did kill Gene?

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Henry Winkler in “Barry” Season 3 Episode 2 (HBO)

No, because I think he loves Gene. He really cares about him and he doesn’t want to do this. It’s another Chris situation. The two people Barry truly loves is Cousineau and Sally. He cares about them more than anything. In that moment at the end of Episode 1, the conversation we were having was how selfish is Barry? There’s a version of this where he just throws him in the trunk of a car and goes, “I don’t know what to do with you.” But he gets to the point where he has a gun to his head, so that in and of itself was like, “Well, God, look how selfish he is.” And that scene at the end had more dialogue from Barry where it’s like, “Thank you so much for everything you’ve done for me,” and he’s kind of like saying bye to him and stuff, and Frankie Guttman the editor and I just cut it all out, because it made it kind of melodramatic and it put you too much in his head. You’re not always perfectly able to say what you’re feeling, and Barry especially. So no we never considered the idea of killing him, but it was like in Episode 1 he goes from “forgiveness isn’t a thing” and he learns “forgiveness has to be earned” from Hank and then Gene says, “Then earn it.”. That was the thing that gave him a new purpose, I’m gonna make it up to my acting teacher. And then his idea of doing it is insane.

Right, then that leads to one of the most terrifying moments on the show where he explodes at Sally in the writers room. How did you go about putting that scene together?

Just blocking-wise, you know, that scene starts with dollying back from Elsie Fisher’s character. So to me on some level, it’s like this is all is kind of seen from her point of view. So it’s like this is witnessed by somebody. So having that and then kind of having a joke with Sally and the writer and then Barry coming in looking insane and proposing something insane, it was all kind of by design that it feels funny. I don’t know if you’ve ever had this situation, but I always feel like when something like that happens, it does come out of nowhere and you don’t know whether it’s real or not. So that’s what I was trying to go for was that feeling of you’re with a group of friends and someone says something and you’re all laughing and then you realize, like, oh no they’re really mad. Oh shit. And then your stomach drops of like, “Oh, no.” They’re getting agitated and they’re yelling, and now they storm out, you know?

Yeah she laughs at him.

Yeah, she laughs at him because she doesn’t know what to say. I do think that dolly, the slow pull back was there, and then when Allie Greer, the editor, and I were putting it together, I was like, what if we just stay in this pullback the whole time? That was kind of like, “Oh let’s do one where the camera’s stationary and then do one where while I’m talking the camera’s slowly drifting back. I don’t know which one I want to use.” So I did a take where the camera pulled back and I did another take where it was stationary. And then the pullback was interesting of like, “Oh, let’s just hear Sally off camera,” and then yeah she laughs.

It was interesting because at the premiere, I didn’t see this but apparently people were laughing during it. This nervous laughter of like, “Ha okay. Wait, what?” And that’s great. That’s very much what I was going for. Again, you wanted to see the wide shot, you wanted Barry, I want to see Emily who plays the writer and I wanted to see Elsie in the background, you wanted to see people in the far room. I wanted to make sure that it was in a public place, and I like Emily getting up and leaving in the middle of it. You’re heightening the whole thing up. You’re just trying to make it feel as uncomfortable as possible, and real. I’ve been in those rooms. I’ve seen that happen and it sucks, and it’s terrifying.

When I did my performance off camera for Sarah [Goldberg], we did that first and I wasn’t that loud. I wasn’t that big. And then when we did my coverage, I really went off. It was a little bit by design just for my own performance. I was like, I don’t wanna wear myself out. But at the same time, I didn’t want her to be too afraid. You know, it’s more shock.

She’s stunned.

Yeah stunned, like is this even happening right now?

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Bill Hader in “Barry” Season 3 Episode 2 (HBO)

Yeah because she doesn’t burst into tears. She just sits down and kind of goes back to work.

Yeah, and there was actually a joke after that we cut where she turns around and she covers for him. I thought it was too soon for that. She’s just too stunned right now.

And then you handle the fallout of the event in a really interesting way, with Elsie Fisher’s character bringing up a potential complaint and nothing happening about it.

Originally, the next scene was Sally on set and it’s video village and she’s texting. And then she puts her phone down and gets up and walks away and Elsie Fisher looks over and her text is to Barry saying, “Hey, are you mad at me? What did I do wrong? Are you okay?” And Elsie was just looking at it. We cut some of it together and showed it to some of the writers, and Duffy Boudreau and Emma Barrie, they all kind of felt like the way he yells at her, someone would do something about it. Someone would say something. I think I even showed it to Hiro Murai and he was like, “Yeah, that’s great but I feel like something would happen.” And I was like, “Yeah, I think you guys are right.” And I knew we were gonna do reshoots anyway in February, so I’m kind of talking this out with people. One person would say, “Well, yeah, she just needs to turn him in to HR,” and then another person would say, “Well you can’t go to HR because he doesn’t work there.” Oh right, well he doesn’t hit her either so he hasn’t committed a crime. Like, what would the thing be? What would happen? And as we were trying to figure it out, I realized, “Oh, this is the scene. This is what the scene should be.” Just here’s the reality of it.

And Elsie’s character, not in some righteous way, just in a very genuine, “I care about this person” way brings it up afterwards — and it was very important that AD and the other writer aren’t condoning it and aren’t like, “Get out of here kid, that happens.” They’re freaked out. You know, it’s like, “That’s really sad. I feel bad but like, there’s nothing we can do about that. You just have to like, keep going.”

It feels very true to life.

I think that’s where it comes from. It’s that thing that like from Chekhov to George Saunders to Philip Roth, they always say like, in art you don’t solve the problem. You pose the problem. And that was one of those things that just happened as I was doing it. I was like, “Okay, she has to be active. So what is her active thing that she does?” And the reality is like, she actively tries to report him or do something and then she finds out well, it’s not that cut and dry. What I liked about that too, story-wise, was like, oh, so this new character of Katie – Elsie Fisher’s character — is on to Barry. So it poses a question in your head of like, well, where’s that headed?

Tell me about the Allison Jones cameo.

Well she was in Season 2 with the Jay Roach movie, so she just agreed to come back and that’s her actual casting assistant, the guy who Barry auditions for. He’s a great guy and he was also in Season 2. They were great. They were awesome. And she knocked her stuff out. I had a really busy day — I shot the scene where I yell at Sally and then immediately down a hallway and that same floor was the Allison Jones scene and we shot that in Aida Rogers’ office, the producer. So that’s her office that they decorated to look like a casting director’s office. And then from there, we had to go shoot the scene with me auditioning for Ben. So that that was all before lunch. That’s all I think about when I see this stuff is like the schedule. Allison was great. And you didn’t have to say anything to her. I just said, “Yeah you know Gene Cousineau was terrible to you and don’t worry about the dialogue and do whatever you want,” and she was hilarious.

I wanted to ask you about that audition scene because it’s really striking, because the way in which Barry gets Gene the job is by just adapting what Gene told him earlier. I was wondering how you guys hit upon that.

I think that’s one of those things that happens over drafts and drafts, like you’re writing and writing and then what ends up happening is everybody tells you like, this is great. And you go, “Eh, let me look at it again,” and you do start to find these connections. We had a terrible scene that we wrote – that scene at the oil field was Gene and Barry actually doing the scene together, like actually acting, and that scene was awful. That was a very dumb idea because very quickly you go, “Why the hell would Gene partake in this?” So you kill that idea fast and then it just became about him – it happens later in the season, not to give anything away but there’s a scene that happens in a trailer between them where the information in that scene was essentially in the oil field scene. So we had found ourselves in a position where, because you write all this stuff kind of siloed from each other, you’re like, “Oh, these scenes are basically saying the same thing. So what’s the scene in Episode 2?” And then I think it was during the pandemic, so it was after we had already shut down that I remember calling Liz Sarnoff and Duffy Boudreau and going wait a minute, what if to save his life, Gene says, “You’re one of the good guys,” and then it turned into what it turned out to be.

The final scene is really unnerving and unsettling. It feels like a home invasion, where Barry is asking Gene if he loves him, and it’s in this extreme closeup. How did that come about?

Yeah, it’s interesting, apparently in the screenings we had people laugh at that scene because it’s so awkward. In the outline, basically it was like Gene escapes, Barry tracks him down, informs Gene that he got him a part. I think the way it was initially kind of talked about in the room was that Barry would track him down and it was a purely comedic scene, like he finally has him cornered and it’s like, “Mr. Cousineau! Stop, you don’t understand, I got you a part!” and he’s like, “Whaaat?” and then cut to credits. It’s like a first idea and it’s bad — some of them are great, but some first ideas like that whole “first idea is the best” I don’t really agree with. Sometimes they’re bad.

So what happened was I got to work really early and our offices weren’t open yet. So I sat and I wrote on my laptop. I was like, “Oh, we’re gonna work on the end of Episode 2, let me just write it.” And what I wrote is essentially what you see, like I just kind of wrote it real fast. The dogs and everything, just kind of like did the whole thing. Then I remember being really nervous and being like, “Okay, I’m going to show it to the writers and see what they think,” and then I read it out loud to everybody and they were like, “That’s awesome. That’s great.” And I felt very good about myself, not thinking about all the parts of Episode 2 that I had written that were not good (laughs). And then parts of Episode 3 I had written that were so bad that we had to reshoot them after we shot it. I’m already going through it with Season 4 where I’m like, “Hey, this is great.” And then I wake up in the morning and reread it and go “Whoa, whoa, what are we doing here? No, no, forget it. Forget it.” I have to email people say, “Hey, that draft I sent is no good. Discard it. Unsend please, it did not work.

So what were the conversation with your DP Carl Herse about that those closeups?

It was kind of intuitive. Like yeah, just be right in their face. Carl I think really embraced the wide angle lenses and said, “Yeah, let’s go for that.” You do it to be unnerving. I showed it to an actor friend and the minute she saw it she was like, “Oh my God.” (laughs) “I would not wanna work for you.”

I watched it on my 4K TV so it’s just like really right there.

Yeah, you can see all the pores and my eyelids and stuff. But yeah, you know, I think it’s interesting and that was just kind of an intuitive thing. I was like, “Well, how do you shoot this to make it feel uncomfortable?”

“Barry” airs Sunday nights on HBO.

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