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"The Man Behind The Curtain"
Season 3, Episode 7
Justified The Man Behind The Curtain 2.jpg
Air date February 28, 2012
Written by Ryan Farley
Directed by Peter Werner
U.S. Viewers 2.15 million
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"The Man Behind The Curtain" is the seventh episode of the third season, and the 33rd episode in the series overall. It was written by story editor Ryan Farley and directed by Peter Werner. It first aired on February 28, 2012.



As his feud with Quarles and the Detroit mob heats up, Raylan's tactics puts him at odds with the FBI.


Arlo wanders along a rural road in the middle of the night, drunkenly talking to the ghost of his first wife, Raylan's mother, as he approaches Limehouse's turf, Nobles Holler. "I'd get out of my way if I were you!" the old man yells at one of Limehouse's annoyed soldiers.

Inside the compound, Errol, who had organized the attack on the Dixie Mafia's Oxy clinic without his boss's say so, prepares to process the triggerman Tanner Dodd with a power spray nozzle as he has been doing to a hanging hog carcass. "Quarles knows I did this, I'm a dead man!" yells a desperate Tanner, on the run from both the law and other criminals. Limehouse enters to halt Errol, and offer Dodd a way to avoid an excruciating death: Tanner will return to Quarles, claim sole responsibility for the Oxy clinic massacre (explaining that it was an attempt to get back at the Crowders by framing them) and then act as Limehouse's spy on Quarles' activities. Tanner agrees as Bernard, another of Limehouse's men, alerts the boss to wandering Arlo.

Limehouse ambles outside to find Arlo demanding the return of Raylan's long-gone mother, Frances, who he "knows" is hiding out in Nobles Holler. The old man has lost it. Arlo tries to pull a gun and is promptly struck down. "What you want to do with him?" Errol asks Limehouse.

Meanwhile, Raylan, unable to sleep at his new hotel from the noise of the jukebox downstairs, dresses and goes down to a crowded and nosy bar — and orders some bourbon from the barmaid. A pair of barely legal young ladies attempt to engage his attentions without success. He is soon joined by Quarles who buys the drinks and notes Raylan's new accommodations "upstairs." "It's what I can afford right now," the Deputy Marshal says, anxious to get on with his solo pool game. It's the perfect opening the mobster needed. "Whatever Boyd Crowder is paying you, I will double it," Quarles amicably proposes. Raylan responds, "You think I'm in Boyd Crowder's pocket?" Quarles comes right back with "Judging by your circumstances, I would say you're an undervalued asset." Raylan laughs as asks if "that's how they teach you to pitch a bribe in business school?," and mentions Quarles' "propensity for tooling up male hustlers." The smile quickly fades from Quarles' face. "I'm sure we'll be running into each other again real soon," Quarles says.

The next day, Raylan heads to the Marshals' offices and asks Tim Gutterson for a favor. Raylan wants to "bury" Quarles, but has no jurisdiction. So the Marshal asks Tim to call back his friends in the FBI for more information about the Detroit mobster.

Meanwhile, Quarles and Wynn Duffy discuss what to do with the money that was intended to bribe Raylan. Quarles suggests he will drive to Tulsa and offer it someone who will not refuse. "The boss' son is coming," Wynn warns. Quarles explains that he was more or less adopted by the boss, Theo Tonin, but despises the man's son, Sammy. It is implied that Quarles was passed over as heir to the criminal crown because of the unsavory habits that Raylan mentioned. Quarles then grabs the briefcase of money and exits.

At Johnny's tavern, Boyd enters to find Raylan at the bar. Boyd explains that Arlo was injured asking for his dead wife at Limehouse's compound. "Sounds like he's off his meds and I wish you luck with that," Raylan says. Raylan then sneak punches Boyd in the stomach, telling him "I owed you that for punching me at my desk!" He drags him into the back office, treating Johnny roughly and kicking his wheelchair out the door, and sending him face-first into the floor when he tries to come to his cousin's aid, first with a handgun, then with a baseball bat. The Marshal, furious that he has once again been connected with Boyd, demands to know more about Quarles. "You think that idea came from me?" Boyd asks. The outlaw insists that he did not tell Quarles that Raylan was on the payroll.

Quarles, in the meantime, enters the office of Harlan County Sheriff Tillman Napier and offers to make a "donation" in exchange for essentially looking the other way when Quarles makes a play to take over the Oxy market. Quarles then adds another condition: take care of a small problem named Boyd Crowder.

Back at the Marshal central, Tim delivers more FBI intel pertaining to Quarles — e.g. information on Theo and Sammy Tonin, father and son mobsters.

Speaking of, Quarles "welcomes" Sammy to his temporary Kentucky home. Sammy suggests that Quarles is wasting his time with a bunch of hillbillies. Quarles counters that once the Oxy market is secured, it will bring in $1 million each month. Sammy, who occasionally stutters, warns Quarles that he is on his second and last chance after the last incident with the "rent boy." Wynn raises an eyebrow at the reference, but remains silent. Sammy leaves.

Raylan, meanwhile, is looking for Sammy, but hasn't been able to find him by calling hotels all over town and asking for the name. He again approaches Tim and asks for help. Tim explains that Sammy is under FBI surveillance and he doesn't want to risk Raylan going all "Raylan" on the mobster and embarrassing the Marshals. Raylan promises not to touch the man. He just wants to warn Sammy that being in business with Quarles is not good for business.

At Johnny's bar, Ava refuses to serve Arlo, especially after the previous night at Limehouse's compound. "You know you're not supposed to drink on your meds," Ava warns. Suddenly, the doors swing open and the Sheriff, doing Quarles' bidding, and his deputy, Nick Mooney, enter. They find illegal video poker machines and a locked emergency exit. The Sheriff promptly closes down the bar. Boyd fumes.

Raylan, meanwhile, watches Sammy eat at a much classier hotel bar. Tim has come through again. Just then, two men suits enter and call Raylan's name. When he turns to see who wants him, the men show their FBI credentials. "Please come with us," says FBI guy #1. "Let's go, marshal." Now it's Raylan's turn to fume.

He is soon being questioned back in Art's office by an incredulous FBI Special-Agent-in-Charge Barkley, who doesn't buy that Raylan is actually looking for a minor felon distantly connected to Sammy. "All I need from you, Chief, and your deputy here, is to back off," Barkley warns Art before exiting. Art, who doesn't like Barkley, tells Raylan to be careful... but doesn't tell him to stop what he's doing.

Boyd then visits Limehouse with a large sum of money and a request to look into a certain Sheriff who has taken a bribe from Quarles. Boyd warns that whatever Limehouse knows, he should know — or Boyd will "close out my account."

At the horse track, Sammy looks into buying a steed or two. A female FBI Special Agent, Susan Heller, is discreetly surveilling him from a fleet car. Barkley stops by with a photo of Raylan and instructs her to be watchful and not let Given anywhere near Sammy.

Raylan, meanwhile, watches from a nearby stable. Raylan pays a stable hand to send Sammy into a large barn where Raylan waits. Raylan introduces himself to Sammy by smacking the mobster in the forehead. Sammy then asks to be killed quickly. "Tell Quarles I didn't beg," Sammy says. Raylan is surprised — and angry, noting that it's the second time as of late that someone has accused him of being dirty. Raylan explains that he was not sent by Quarles. Raylan also correctly notes that Sammy has no love for Quarles and is, in fact, fearful of him. "I'm starting to think you and I want the same thing," Raylan says as the two men exit the barn.

Sometime later, Raylan shows up at Quarles' home. The marshal explains that Quarles has moved into a home that is less than 200 yards from a piano school. The relevance? Well, a place even suspected of selling drugs could be in a lot of trouble doing it so close to a school. In fact, with Quarles' record, it wasn't hard to convince a judge to issue the necessary writs and notices. "24 hours from now, anything left in that building belongs to the Marshals' service," Raylan says. Asks Quarles: "This is how you're going to do it?" Says Raylan: "For now." Raylan then climbs into his car and drives away.

Wynn, meanwhile, has more bad news. The wire transfer of money from Sammy was cancelled. Quarles correctly guesses that Raylan was involved. So Quarles heads out to see Sammy, who explains that Quarles has not adequately taken care of local law enforcement. Quarles promises to start doing so in the very near future. He then urges Sammy to mention that Raylan is "in bed" with Boyd Crowder the next time the mobster is sure the FBI is listening. Sammy, clearly intimidated by Quarles, agrees. Back at Johnny's bar, Boyd shares a drink with Shelby, a former co-worker who feels Boyd had once saved his life. He offers the man a "change in occupation" and suggests that Shelby might run for Sheriff in the next election.

In Oklahoma, Gary Hawkins (under a pseudonym) is holding a seminar pitching his financial and real estate expertise to a room about one quarter full of bored and dubious potential buyers of his system. Quarles sits in the front row, and conveniently helps Gary along in his presentation. Later, Quarles buys Gary a drink or five at the hotel bar. They make small talk until Mike and Wynn show up on both sides of Gary at the bar, as well. Gary's mouth drops open. He doesn't know what's happening, but as drunk as he is, he's aware that it's not good.

(Recap taken from The Man Behind The Curtain's IMDb page)


First Appearances[]

  1. Tillman Napier - Harlan County Sheriff bribed by Robert Quarles to allow him to look the other way while Quarles moves Oxy through Harlan.
  2. Sammy Tonin - Crime boss and son of Theo Tonin who arrives to Harlan.
  3. Jerry Barkley - FBI Agent assigned to keep Raylan Givens away from Tonin.
  4. Lindsey Salazar - Barmaid at the dive bar below Givens' apartment room, who soon becomes his lover.


  • No deaths in this episode.



Starring cast

Guest stars


Screenshot Gallery[]