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‘Barry’: Bill Hader Breaks Down Season 3 Episode 7 and Teases an ‘Incredibly Intense’ Finale

The co-creator talks to TheWrap about that dream sequence and why he feels like he needs to warn people before the season finale

“Now it officially gets dark,” Bill Hader says of the opening sequence in “Barry” Season 3 Episode 7 – as if this season hasn’t already been dark enough. But as the HBO series’ third season nears its conclusion, the story is barreling towards levels of darkness and intensity it hasn’t hit before.

That’s all by design, Hader said in TheWrap’s latest episodic interview with the co-creator, who also directed these final two episodes of the season. Barry finds himself in the custody of the father of Ryan Madison, the man he was originally sent to Los Angeles to kill in the show’s first episode. And while the Chechens actually did the dirty work, Fuches (Stephen Root) has told Ryan Madison’s dad that Barry was responsible for his son’s death, and it culminates in an emotional confrontation at the end of the episode.

“It’s painful, it’s really emotional,” Hader said. “I feel it, and it also just hits home of what I’ve always wanted to do with the show, which is you take this premise of hitman becomes an actor, and how funny, and this will be very glib — the amount of people who heard that pitch and went, ‘Oh, I know what that’s going to be’ — and you go, ‘No, you play it real.’”

Of course, reality doesn’t quite extend to a dreamlike hallucination as Barry’s on death’s doorstep. In one of the series’ most striking directorial flourishes, Hader channels his inner David Lynch and imagines Barry happening upon a beach filled with every person he’s ever killed. And no, he doesn’t quite know what it means either.

“I don’t know what it is,” Hader said when asked if we’re witnessing purgatory or a dream. “The ocean had always been a thing within the show that was kind of about freedom, and the desert was always about this place where death happens. But then I thought, ‘Oh, it’d be interesting if you have it on the ocean, so what he thought was freedom was actually just purgatory or something.’”

Hader also revealed the original iteration of this sequence was even more Lynchian (and “creepy”), but in the editing phase they decided to pare the sequence down to the emotional crux of Chris not recognizing Barry.

And if you think Episode 7 is dark, just wait until next week’s season finale.

“I will say that the finale is incredibly intense,” Hader warned. “There’s not a lot of jokes in it. A couple of the actors have seen it and called me crying (laughs). Our colorist, very sweet guy, said, ‘It usually takes me a day to do one of these episodes.’ He said, ‘Episode 8 took me a couple of days, because I kept on having to take breaks.’ I showed all the episodes to the writers, and one of our writers in the middle of Episode 8 had a full-blown panic attack. So, I just want to warn people (laughs). Episode 8 is very intense, but I personally really love it, and I didn’t see another place the show could go.”

Read on for our full interview in which Hader also talks about Gene’s masterclass, Janice Moss’ father, that Fuches interrogation scene and taking Noho Hank in Bolivia.

The opening of this episode is unexpected in light of how last week’s installment ended, as we instead open on a church revealing Ryan’s dad. How did you hit upon that image?

I think everybody was waiting to come right back to where we left off, and I remember thinking, “Oh, this should start with Ryan’s dad.” The initial idea, again, is what we tend to do is we end up writing things much more didactic and much more on the nose, and then you start to peel back. The version that we had of this was Ryan’s dad was at a church, and Ryan’s mom basically believed that Ryan had been influenced by the devil in a way, so she had written him off, and then Ryan’s dad still very much loved his son and he has Fuches’ card with him, he keeps his card. So he’s looking at the card, and then we were going to match cut to the card being in Sharon’s house and all that stuff. I was like, “We already kind of did that in Episode 4, match cuts with the cards. It just becomes a thing of you rehearse it, you think about it, and then it’s really that you get to the set, you find the church and you’re at a tech scout and you’re looking at it. Then I go over to [cinematographer] Carl Herse and go, “What if everybody’s standing and we’re just pushing in, and then everybody sits down revealing him?” And that’s it. And Carl went, “Oh, that’s great, man.”

It’s really striking, because I was like, “Where are we, and who are we following?”

Yeah, “What’s about to happen?” It gives you a tension of is someone going to come through those doors? And instead it’s, “Oh, right. This guy.” I felt like it was very important for the audience to start with, “Remember this guy?” He’s coming back. The clock’s ticking with this guy.

Then we finally go back to Barry on the floor, and then the cut to the credits with no music, which I think again is a mission statement that “fun times with Barry” are over for this season.

Yeah, we’re done (laughs). We did the motorcycle chase. It was fun. We had Mitch, the beignet guy. Okay, now we’re done (laughs). Now it officially gets dark.

Well, there’s a tiny respite in this episode, and that is Gene’s masterclass with his line readings of famous quotes, which was incredibly funny. But even that, because of the way this episode starts I was bracing for something terrible to happen at the beginning.

It’s good to be on your toes the whole time. We did that all in one, and Henry did a great job. The cop from Serpico. “Serpie.”And I like the, “Hey, I’m acting here. Ratso Rizzo.” And I love the two kids in the acting class, the two students. “A ghost?” “Wrong.” “Embarrassed?” “She’s right.” (laughs)

And then Annie comes up and gives her direction and she’s great.

She’s amazing.

I love the scene in which Annie seems confident, but then confesses she has no idea what she’s doing, and doesn’t seem to know. Did that come a bit from experience when you started showrunning or directing?

You know what? That came from Laura [San Giacomo]. We were rehearsing, and she said, “I just feel like she doesn’t know what she’s doing, and she’s out of practice.” And I went, “Right.” She was like, “I’d be interested to see what that was like,” and as we were talking about it I realized, “Oh, yeah. She can’t be a prop for Gene to get his forgiveness.” Gene’s viewing it that way, as like, “Look, I gave you everything you want, so you can’t be mad at me anymore.” He’s still doing it for himself. You know what I mean?

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HBO

He’s very happy about it and pleased with himself.

He’s very happy, and feeling great about himself, but he’s still doing it for himself. He doesn’t really care. So, it was important to show what is her little arc in the episode, which is, “I don’t know what I’m doing, but I can’t let him know it.” I like that idea. She was just saying, “I just would never want him to know that I don’t know what I’m doing. I’m so angry with him.” I just thought that was really interesting. So we came up with the idea of her and the script supervisor becoming pals. And then at the end, where the guy’s going, “You’re amazing,” and now her career is back on track, it’s not Gene that’s like, “Good job.” It’s the script supervisor.

Yeah Gene doesn’t care.

That’s what I mean, though. It’s like, just because he is doing it, he’s like, “I’ll give you all the money,” and everything like that, he still doesn’t really give a sh-t. He’s doing it so he can feel good about himself.

When we cut back to Barry he wakes up, walks outside and the ocean is encroaching on the road. It has this dreamlike quality to it as he enters – what do you call that? Purgatory? A dream?

Yeah, I don’t know what it is. The ocean had always been a thing within the show that was kind of about freedom, and the desert was always about this place where death happens. But then I thought, “Oh, it’d be interesting if you have it on the ocean, so what he thought was freedom was actually just purgatory or something.” I don’t know. But they’re all waiting to be either taken some place or denounced, or… I don’t really know what’s happening. But I will say that there were various versions of that sequence, and it was much longer, of Barry getting there. He notices everybody initially, and we introduce that he’s there with all the people that he’s killed, and he’s hanging out with them. Then it was a thing where you saw the clouds, and he’s looking at the clouds, and then you could see within the clouds a face, the way that you would see a face in the clouds. And then there would be heat lightning within the clouds, and when that would light up, it would really illuminate that there is this face looking down on him.

It was supposed to be very creepy. There was a shaking guy, there was this guy that we shot in fast motion. It was all very David Lynch. Then we started putting it together, and as we were putting it together, because it wasn’t animated or anything yet, the only part of the sequence that moved me was when he saw Chris, and Chris didn’t recognize him. And Barry does that little half-wave to him. That was the only moment that really moved me, and everything else was like, “Well, how do we get this to work,” you know?

Then I just said, “It doesn’t want to work. This isn’t leading with emotion, this is leading with a big idea. The emotion of the scene is about Chris, so let’s just make it about Chris.” Once we did that, it cut together incredibly quickly.

Where did that idea come from initially, this idea of going into his mind essentially and having him confront all the people that he’s killed?

I can’t remember. I wrote those last two episodes during the pandemic, and I remember writing it and just sending it to the writers and saying, “What do you think of this?” And everybody went, “Wow, okay.” I think because he had been poisoned, you just took it, “Well, he can’t just be staggering around all episode. Maybe go into his head,” and this fear of… or what is his version of where does he think he’s going to end up? Does this poisoning give him a chance to think about, “I’m doing all these things,” in his mind to better himself and to be a better person, while he might already be f–ked. It doesn’t matter what he does.

They’re all just waiting and looking at the sky.

Yeah, they’re just waiting for him. And he’s f–ked. So, it’s done. You giving the money to Cousineau, you getting back together with your war buddies, becoming an actor, all this stuff he’s trying to do to atone or make himself better. You’re done.

The sound that emanates felt very “2001” to me.

Yeah (laughs). That’s Matt, our sound mixer, who came up with that on the stage. He just started doing different sounds for that. “What do you think of this? What do you think of that?” “Well, that sounds great.”

Then Sally’s storyline, we meet her and she’s writing on the Medusa show, and it’s just kind of a rough room.

Yeah. That is very much a thing that I’ve heard from people who have these great younger writers’ rooms, but the only people they can get to lead them are people who have a lot of experience. So, someone who’s been on a big sitcom. That guy was on “Everybody Loves Raymond,” but I hope no one thinks that’s us bashing on “Everyone Loves Raymond.”

No, it’s just those guys have been around for awhile and get assigned to run these shows since they have so much experience.

Yeah, those guys are just around, and that’s a guy who was in the room of that show. All they do is look at a resume and go, “Wow, look at all this experience.” And they don’t see eye to eye with what Sally’s saying. But the idea in general is kind of insane. The guy doodling next to Sally in that scene is [“Barry” writer] Duffy Boudreau. That’s Duffy’s little cameo.

I’ve heard you talk so much about him over the years. That’s cool.

He’s my best friend. He and Liz Sarnoff are huge writers on the show, really crazy helpful. The three of us are doing season four right now. Liz had a cameo as the woman who says you have too many dogs, and Duffy is the guy who’s doodling next to Sarah.He was so nervous (laughs). He didn’t know I was going to put him right next to Sarah. He thought I was going to put him way in the background.Then when I put him right next to Sarah, he went, “I don’t know what to do.” And I said, “Just start doodling on this piece of paper.” He was good.

Then of course, Sally sees Natalie running her own show, and the way you shot it feels like a horror movie, almost Ari Aster-ish. And when she confronts her in the elevator it’s all in one shot.

That was supposed to be a lot of coverage, and then as we were setting it up in the elevator and I got in the elevator and I was watching the actors, I said, “Oh, Sarah, why don’t you get her in a corner and get in her face?” And then I heard Gavin Kleintop, the first AD, say to Carl Herse, the DP, he went, “This is going to be a oner.” (laughs) He watched it and he went, “Oh, man, this is going to be a oner.” And then I go, “Everybody, don’t get too excited,” because that meant, you know, we were going to get out of there early. Then I said, “Just hold on. Everybody relax.” And then as we started walking through it I went, “Okay, let’s do it.” And man, were they great. We only did three takes of it.

I think the most important line for me in that scene is her saying, “That’s not a story, that’s a math equation.” Because I’ve been pitched math equations before. But in my opinion math equations, that’s before algorithms. That’s always been around. I’m reading Sam Fuller’s book right now, and he’s talking about making movies in the 30s and what was hot. That’s what you do. “This is the formula.”

Then we cut to Hank, and Hank is in Bolivia. Again, we get a brief comedic respite where he gets shot in the neck. He’s so funny.

And he’s very polite about it (laughs). “That’s what I thought you were doing, but I didn’t want to be rude.”

It’s very funny, but then we cut to him in the cell, and the score in that scene is telling you this is not funny.

No, this is bad.

Where did Hank going to Bolivia come from?

Well, initially he was going to come to Bolivia at the end of Episode 6. When I was talking about how we came up with Beignets by Mitch was because we had Barry talking to his roommate, Sally was talking to Lindsay, and then Hank was talking to an old man at a park. That is true. But the initial thing before that, which I couldn’t say because I didn’t want to spoil this, was it was initially Hank at the airport not at a park. He was at the airport, and he was going to go to Santa Fe. He was going to get out of Dodge. Then he thought, “I can’t do this. I’ve got to get to Cristobal.” Then we had a joke where he said, “I need to go to Bolivia,” and the guy went, “That’s way on the other side of the terminal,” and he had to go walk this long distance to it. So, at the end of Episode 6 you went, “Oh wow, Hank’s going to Bolivia.”

It was one of those things where you think you need something, and then you get in the edit and you go, “We don’t need any…” This wasn’t even the edit. This was, you get to writing it and you go, “We really don’t need that.” You just cut to him in Bolivia, and he still has his Dodgers hat. He’s still dressed the same way as he was at Mitch’s. He literally just went straight to Bolivia (laughs). He didn’t change his clothes, and he’s wearing that stupid LA Dodgers hat. And we did what we called the “Silence of the Lambs” shot, which was him coming into frame and then booming up and losing him in the crowd. That is at Santee Alley in Los Angeles, and then VFX put in all the mountains and stuff.

He’s having this conversation with Akhmal, and it’s just not funny. It’s very scary.

I find that conversation very moving, where they’re there kind of because of him, you know? And we don’t see them, and they’re hurt and they’re trying to get out.

Then we have Fuches. He goes to Moss’s dad’s house and he drives him right to the police station, which is great.

(Laughs) I like that scene with them in the car. He says, “Wait, you got your interrogator to kill himself?” And then Jim Moss says, “Yeah, the other guys said I had an aptitude for it, but I just thought they were being nice.”

Then he says, “Was there a history of mental illness in there?” It’s similar to the parable scene where he’s stuck on this one thing and can’t want to move on.

He can’t really move past one thing. He’s not a very deep thinker (laughs). He just goes, “Wait, what?” And it just became a scene of two people just talking past each other.

Once you get Fuches to the police station, and then we follow Jim who talks to Gene. I really love the way you shot that scene with the high angle on Gene and low angle on Moss’s dad, you have that zoom-in on the sweat, and he just gets everything he needs to know without pressing, really.

Yeah, you’ve now established that he is an amazing interrogator, and that he can figure out things, and you just try to show it visually. That was a hard shot to get, that zoom-in on the sweat. You would think that would be simple, but it was a tough one to get, because just making the sweat so you could see it. Henry was very patient that day. He had to sit through a lot of takes, and we kept going, “We’re so sorry, Henry. You’re doing great. The sweat. We’re not seeing the sweat.”

When you introduced the idea of bringing Janice’s dad into the mix, how soon did you figure out how he was going to fit into the puzzle of this at the end of the season?

It was early on. But I knew it once we went through, “So, who’s Fuches going to go to?” He’s got to go to someone in Janice’s family. At one point it was going to be a sister, and then it was a brother, or there was a brother and a sister. We talked around and around, and then we landed on a father, because I like that, and how that also at least for this episode it parallels Ryan Madison’s dad, that idea of parents losing children. And to really get home these people have gone through trauma, and Barry’s trauma has now affected their trauma. And it doesn’t matter even if you’re the toughest guy on the planet. Making the dad formidable was really interesting to us.

Well, Sally’s rant goes online, and she puts on an apology, but I love her apology because it’s not an apology.

No, it’s damage control. You watch everybody apologize more to make themselves feel better rather than actually meaning it.

Right. And she and Natalie have had a really sweet arc this season, and now in hindsight I remember telling you how much I loved their arc, and knowing where it goes, it’s upsetting.

It’s funny when you were saying that to me, because I was like, “Well…” (laughs) Because if you watch Episode 5, when Sally’s show is being canceled, Natalie is behind them taking notes. She’s taking notes for what will become “Just Desserts,” her show.

I think what Sally says is correct. Her agent cares about her commission and her relationship with BanShe more than she cared about Sally.

It’s like both things are true. She does that, but then she’s also going, “Sally, what you did here totally negates what you were trying to do with your show.” Both things can be true. Her agent is being honest like, “You should have waited for me to get here, and I would have told you not to do this, because this is just embarrassing.” And then Sally fires back with another truth. “You don’t care about me, you just care about your commission.” I like that shot, because this idea of Sally backing into darkness. That was something that we worked on, and Sarah Goldberg did that, and that’s an incredibly tough thing to do. And that’s the first take. We said, “Let’s just try it, to see if we can do it. This is going to be tough, because you have to back up and everything.” And she did it perfect.

So, Barry in the car with Ryan’s dad, is a very unsettling conversation. And what you have to say about these parents who have lost children is the common thread here. What was it like putting that together?

That actor, Michael [Bofshever], did a great job. I just had to lay in the back and listen to him, and we did the third take. The first two takes were good, but I said, “Why don’t you do one where you just say it? Just say the words. Don’t give it anything, just say the words. We’ll see what happens.” And then he did it. Midway through he got really emotional. It was really great. And we said, “Cut,” and I said, “Hey, that was great.” And I was squeezing his arm from the backseat going, “That was great, Michael.” Then Gavin Kleintop, the first AD, stuck his head in the car and he went, “That was money.” (laughs)

But actually, the close up of me in the back seat, that is a pickup on stage. We shot that shot of me on stage. It literally was lay down, did that for one minute, and then got up and went to another stage and shot another scene. But they went, “Bill, we need to go to another stage,” whatever it was, “to shoot this real quick shot, this pickup.” So, that was that.

But initially I had pitched, which was a bad idea, that Ryan Madison’s dad shows up at Barry’s apartment and the roommates are having a party with the acting class. He shows up into the acting class, and a shooting happens, and some of the acting class ends up dead. The idea was that Barry’s community that he’s trying to get back together, his past comes back and destroys it.

The writers unanimously were like, “No. Let’s not do that.” I got defensive and, “No, I think it’ll work,” and then I remember driving home and calling Duffy Boudreau and him saying, “No, man, it needs to be about Ryan Madison and Barry. Ryan Madison’s dad and Barry. It doesn’t have anything to do with the class. It should be the two of them.” Then when I started talking about him saying, “When I had Ryan, I never thought I could hurt anything, but if anything happened to that child…” It went, boom, we got it. That’s it. And then it all came together very fast: He drives him to the hospital, he sits there, he doesn’t know what to do.

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My first kid was born in September and it really gets you.

It’s painful, it’s really emotional. I feel it, and it also just hits home of what I’ve always wanted to do with the show, which is you take this premise of hitman becomes an actor, and how funny, and this will be very glib.” The amount of people who heard that pitch and went, “Oh, I know what that’s going to be,” and you go, “No, you play it real.”

The funny thing is, you think of Ryan Madison, Ryan Madison is just a dope. He’s just this dumb, good-looking actor guy, but that guy had someone out there who loved him and cherished him, and he was the most important person in the world to his dad. I think Duffy and I, as we talked it through were like, “That’s what it is.” To show that guy meant something. Again, the party idea was me leading with an idea, leading with a big idea of “Oh, my gosh, how awful would that be?” And everybody going, “I feel like that has nothing to do with what we’re saying, though.” They were right. So, I went back and then I was like, “Well, what if it’s this…” And then when it became an emotional thing that I could relate to, we got it. Then it just becomes, “There’s no other choice. It’s got to be this.”

I love that dissolve into Fuches in the interrogation room.

That’s a straight lift from “The Godfather,” man (laughs). That is a straight lift from The Godfather, those long cross-dissolves.

Yeah, and Fuches is the manager of this pain, essentially. He tapped into this. And I love that interrogation scene where he opens up and he’s almost bragging about what he was able to do with Barry.

What he’s good at is manipulating people. That was very early on when we brought Albert in and said, “Oh, what if Albert comes back, and then somehow Fuches tells Albert that Barry killed Chris?” So, Albert’s going to go after Barry. That was very early on. That was the whole pitch on bringing Albert back.

Then I just think Stephen Root, again, he’s one of my favorite actors. He’s so amazing in that scene, and that was, again, one where I had the over on him, which were in for a second, just wider with the Coke and the chips in the foreground and him. Then we did one take of that and I went, “Man, Stephen is hot. He doing good.” Not that Stephen isn’t normally good, but he had a real read on how to do this scene, and I was really digging it. We did it once and I went, “All right, go into the closeup. We should do the closeup now,” you know?

And we went in a closeup, and Gavin was even ahead of me. He went, “Dude, I think…,” and I was like, “Go in a closeup?” He’s like, “Yeah, man, holy sh-t. He’s on fire right now.” And then he did it just what you see. When we had finished his take we all applauded, and that was it. He went, “Really?” and it was like, “Yeah, man, that was it. That was amazing.” And we kept the whole thing in. I just went to Frankie [Guttman] the editor and said, “That take, just leave the whole thing in. I just love it.”

Then it sets up a very fun finale, which I’m sure will be hilarious.

The finale is very intense. I will say that the finale is incredibly intense. There’s not a lot of jokes in it. A couple of the actors have seen it and called me crying (laughs). Our colorist, very sweet guy, said, “It usually takes me a day to do one of these episodes.” He said, “Episode 8 took me a couple of days, because I kept on having to take breaks.” I showed all the episodes to the writers, and one of our writers in the middle of Episode 8 had a full-blown panic attack. So, I just want to warn people (laughs). Episode 8 is very intense, but I personally really love it, and I didn’t see another place the show could go. But there’s very little laughs. It’s very intense.

If you missed our previous “Barry” episodic interviews with Hader, catch up below:

“Barry” airs Sunday nights on HBO.

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