"Justified" fans who still mourn the loss of Mags Bennett, last season's wonderfully treacherous antagonist, can rest uneasily. When the show's third season premieres Tuesday, they will find themselves in some very capable new hands. Deranged, perhaps, but capable.

Welcome back to Harlan County, Kentucky, whose hills and hollers are riddled with varmints. They may be driving Deputy U.S. Marshal Raylan Givens (star Timothy Olyphant) crazy, but they're hoping to give the audience a nasty good time.

A critical favorite, the show performed strongly for FX last season, averaging around 3.9 million viewers and attracting a slew of award nominations, most notably an Emmy for Margo Martindale's bad mama Mags. Her fans did not let her go with a whimper, however, and the show's writers have heard no end about her demise ever since.

"The desktop background on my computer is a picture of Margo flipping me the bird," says creator and executive producer Graham Yost during a recent visit to the show's set on a dusty ranch in Santa Clarita.

Mags, who was inspired by a real-life Harlan criminal matriarch, is a hard act to follow. For inspiration on a replacement, Yost turned to a song the show has used to conclude episodes for the past couple of seasons, "You'll Never Get Out of Harlan Alive." One of the song's lines caught his ear: "A man from the Northeast arrived, waving hundred dollar bills..."

Enter a carpetbagger character blown into town behind an ill Detroit wind.

"As soon as we thought of that character, Quarles, I thought ofNeal McDonough," Yost says. He had worked with the actor on his previous series, "Boomtown," and gave him free rein to push Quarles to the ragged edge.

Sitting outside the makeup trailer near the set, McDonough's baby-blue eyes go wide as he describes his role as "delicious. It's that fun, likable villain you just want to keep watching, who also has this switch that will turn him into a psycho."

The actor had seen only a couple episodes of the show before landing the role, and decided not to watch any more. Quarles is an interloper in $3,000 suits who considers himself above the hicks of Harlan.

"The last thing I wanted to do was have any preconceived ideas of what the show looked like, or who the characters were," McDonough says. His first few days of work, "I'd be on the set saying, 'I'm sorry, who do you play?'"

Yost invited another "Boomtown" vet, Mykelti Williamson, to play Limehouse, the self-appointed protector of an isolated African American community called Nobles Holler. Between scenes, Williamson takes out a set of prosthetic teeth to chat, sitting on a chair next to a pen full of friendly mules.

If you ask Limehouse, he's no villain, the actor insists; "He's a guardian angel. That said, he is not the kind of person you want to mess with." A scene he shot earlier in a slaughterhouse bedecked with entrails illustrated his point, and hinted at the dire possibilities ahead.

Neither McDonough nor Williamson knows what the future holds for their characters.

"That's the fun," Williamson says. "It keeps everybody humble too. You don't ask for the big trailer."

Show runner Yost claims he hasn't decided their fates yet. "Like any storytellers, we love to set up certain expectations and deliver on them in a surprising way," he says.

Boyd Crowder, played by Walton Goggins, who received an Emmy nomination for his performance last year, is also back with surprises of his own. An uneasy truce last season between Raylan and his boyhood friend Boyd will unravel this season. Helping to lure Boyd back to the dark side is ex sister-in-law and current girlfriend Ava Crowder (Joelle Carter).

"We have matching gunshot wounds and matching last names. How sexy is that?" Goggins says. "That's Harlan sexy."

The world of "Justified," which is based on the stories of Elmore Leonard, is populated with larger-than-life characters that are still grounded, Goggins explains. "A lot of the bad guys are stupid, but the formidable ones are very smart," like Quarles and Limehouse. And Boyd, of course.

The good guy is playing hard as well. Although Olyphant misses Martindale dearly, he's having a ball mixing it up with the new guys.

"They've got those smiles that are somewhere between super friendly and a German shepherd whose backyard you've walked into," wryly notes Olyphant, who moves around as gracefully on set as Fred Astaire with a Glock. "They get the joke. That's always important on this show. Elmore's a delicate dance."

As the sun sets over the ranch, the chickens settle down, and the new smooth criminals, Williamson and McDonough, prepare to shoot their first scene together. Close friends and golf buddies, they're raring to go.

"We get a chance to chop it up," Williamson says. "He's going to try to punk me, and I'm going to try to punk him. We're boys, that's what we do."