Co-creator Alec Berg opens up about that killer second episode… and stuffing Henry Winkler in a trunk.

Warning: This article contains spoilers forBarryseason 3, episode 2, “Limonada.”

The third season ofBarrycould’ve looked entirely different.

Henry Winkler, Bill Hader, and Eli Michael Kaplan on ‘Barry’

Henry Winkler, Bill Hader, and Eli Michael Kaplan on ‘Barry’.Merrick Morton/HBO

Scripts had been written, filming was about to start.

NowBarryis finally back, with athird season that’s somehow sharper and more gut-wrenching than ever.

After all, what could be more important than acting?

ALEC BERG:What’s funny is it kind of took us a while to land on that idea.

It’s very easy at the end of season 2 to know that Barry was a mess.

He had tried to go straight, and clearly it had spectacularly failed.

He was trying to curb his inner violence, and it just exploded out of him.

So his whole plan to change his nature was a failure in the end.

That’s where we started.

All of those things are very passive.

So we started asking, “Well, what does he want?”

Apart from just being bummed out and depressed and a mess, which is not fun to watch.

It’s not fun to write, and there’s no drive to that.

It took a lot of wandering to figure out that drive.

It’s interesting how you might stare at whiteboards for weeks and weeks and nothing happens.

That’s how you know you’re onto something good.

How did Henry Winkler feel about being stuffed in the trunk?

Oh, he’s game for anything.

My God, try and get him out of the trunk!

He’s the best.

He’s just so trusting.

That goes both ways.

There are times when he has very strong instincts about things and you have to listen to that.

Was that something you talked about as an overarching theme for this season?

Generally what I’ve found is themes like that start to emerge [with time].

You just have to follow each character’s drive and then these patterns start to emerge.

Really interestingly, that goes back to the pilot.

We thought, “Well, what does he want to be instead?

There has to be something that he wants to do instead.”

We were like, “Okay, what’s the opposite of that?”

It was like a goof: “Well, what if he wants to be an actor?”

Almost immediately there were all these really interesting things that started cropping up.

An actor wants to be in the light, and a hitman needs to be in the dark.

An actor wants to be known, and a hitman needs to be unknown.

There were all these really interesting parallels and opposites that started happening.

That’s what happened with us in season 3, where we started exploring character and what they want.

But it takes a lot of wandering in the desert to get to that.

Sometimes you need that wandering to get where it’s crucial that you go.

Bill did a couple of Pixar movies.

And he’s like, oh right, they worked on them for five years.

That’s why they’re so good!

How do you find that balance of the absurd and the gut-wrenching?

So much of it is just feel.

I wish I could say there was some direction or book of rules.

What’s the inspired version?"

You start adding elements like, “What if Gordon [Eli Michael Kaplan] is sitting there?

Oh, that’s a little better.

Oh wait, that sounds good.”

It’s just experimentation.

Again, that’s why having the luxury of time to write and rewrite was so nice.

The relationship between Cristobal [Michael Irby] and Hank [Anthony Carrigan] is so delightful.

What was it about that dynamic that you found interesting?

We shot a thing where Anthony was just looking at him with love in his eyes.

It was just so funny and interesting.

We were like, “I don’t know.

We never talked about it.”

But the more we thought about it, it just made sense.

It was just one of those things where we were like, he is.

And instead of making it a big deal, we just sort of wrote to it.

We were like, “Yeah, that feels right.”

Their relationship feels like a little beacon of joy when everybody else is crashing and burning around them.

There is something about joyous characters experiencing unmitigated joy that is really fun.

Homer Simpson is the same way.

It’s infectious, and it’s just fun.

So much of that is what Anthony Carrigan brings to the character.

He just owned it from day one.

Here she is writing a TV show about surviving abuse, but she’s still experiencing it.

What did you find interesting about their relationship this season?

Don’t shy away from the darkness.

Don’t minimize the flaws or sanitize anything.

Just be raw and real."

She brings, I think, so much reality to that stuff.

[Sally] is a very polarizing character.

Of course, my take on that is always, “You know Barry kills people, right?”

He’s a murderer!

How about worrying about her winding up withthatguy?

Bill Hader is always extraordinary, but he’s particularly fantastic this season.

How have you seen him evolve since you first started the show?

When we started, he had never done a half-hour series before.

Now he’s much more like, “Thisis what it is.”

He’s clearer in what he likes.

I think over time we both honed in on what the tone of the show is.

There were some things we had to learn by doing.

I don’t think that’s the tone."

There are less of those scenes now because we catch them earlier.

Part of it, again, is that we had time this season.

The amount of rewriting that we did after that was massive.