After the highly successful season 2, per Graham Yost FX requested that the series explore more dark themes. This helped inspire the demented villain Quarles of season 3. Pretty much all of the cast commented on how much fun it was to work with Mykelti Williamson (Limehouse) who was introduced in season 3.

Tim Olyphant came up with the idea of having Raylan pull the tablecloth towards him when "Icepick" faces off with Raylan and Winona in the motel room. Originally it was just going to be Raylan pulling on him first.