Justified Wiki
"When the Guns Come Out"
Season 3, Episode 6
When the Guns Come Out.jpg
Air date February 21, 2012
Written by Nichelle Tramble Spellman
Directed by Don Kurt
U.S. Viewers 2.02 million
Episode Guide
← previous
"Thick as Mud"
next →
"The Man Behind The Curtain"

"When the Guns Come Out" is the sixth episode of the third season, and the 32nd episode in the series overall. It was written by executive story editor Nichelle Tramble Spellman and directed by producer Don Kurt. It first aired on February 21, 2012.



Boyd fights for control of the Harlan Oxy trade as Raylan works to keep the battle from becoming an all-out war.


A semi pulls up outside of town and two young females, Limehouse's informant Trixie and Ellen May who have hitched a ride jump out, flashing the driver as thanks. They enter a clinic and are directed by a security man to an inner office where young Dr. Stern sits behind his desk. They present a prescription for a bottle of Oxycodone, and when the Doc says he can only provide them with one small bottle, they attempt to seduce him in exchange for the larger bottle.

Just then, two men, Tanner Dodd and Teddy pull up and enter the trailer with shotguns and kill Rip. At the sound of the shots, the Doc grabs a revolver from his desk drawer and stands ready should anyone enter the office. Ellen May, who had been on her knees servicing him, shoves herself back under the desk. The door flies open and before he can shoot, he and Trixie are blasted with a shotgun. As Teddy grabs the entire supply of Oxy bottles, Tanner delivers coups de grâce to Trixie and Stern, unaware that he and Teddy have been seen by the hidden Ellen May.

Raylan, meanwhile, tries to reach Winona with no luck, then heads to Winona's office. He finds information on Costa Rica in her browser history when Mabel, her replacement, demands to know what Raylan is doing at her desk. She and Raylan have a testy exchange before her boss, Judge Mike "The Hammer" Reardon, straightens the matter out. Raylan learns from the Judge that Winona has resigned her position. "Let it be," the Judge says. "Give her time." That advice doesn't sit well with Raylan, who heads down to the evidence room where Court Officer Charlie Weaver lets him in, then watches as Raylan heads to the locker in which Winona redeposited the bank robbery money. The money that Winona and Raylan worked so hard to return the locker last year is missing... Winona has not only skipped town, but she seems to have taken the cash with her as well.

At his own desk, is passed along an FBI file on Robert Quarles which Deputy Marshal Tim Gutterson has called in a favor and obtained for his colleague. Raylan then asks Chief Deputy U.S. Marshal Art Mullen for time off. "Winona left me," the marshal explains. Art then explains that the recent shotgun massacre took place on the property of Raylan's Aunt Helen. Request for time off denied.

Boyd, in the meantime, is pacing in the back room of Johnny's bar. Johnny blames Quarles for the killings, but Boyd doesn't want to jump to conclusions and sends Johnny out to investigate.

Inside another dingy trailer is the lone survivor of the clinic massacre. Ellen May's shirt is splattered with blood, but she finds no sympathy from her employer, Delroy Baker, who wants no excuses for her not returning with the Oxy. "You will lay your fear aside and do what needs to be done," he says. "And don't you come back until you have everything that I need."

She heads to a new clinic with the script to be filled for "Hillbilly Heroin." That clinic, however, is run by Tanner Dodd. The terrified woman quickly backs out upon recognizing him. He watches with suspicion as she leaves.

Boyd and Ava visit Limehouse's hollow. Of course, the man is busy cooking, but invites them in to sample a new sauce. Boyd wonders why Limehouse knows so much about Boyd—and, indeed, all the activities in town, criminal and otherwise. Limehouse points to several of his customers, and asks one of them, Jennings, a large black man at the end of the counter, if he knows who his guest is. Jennings immediately cites Boyd by name, lineage and reputation, a remarkably accurate extemporaneous report. The basic answer: Limehouse and his many associates have long done their homework on their neighbors. Boyd and his people have not. Boyd then explains that he thinks Quarles made a mess of the clinic. "Before I hit back and start a war, I need to know everything that transpired," says Boyd before agreeing to "bank" his money with Limehouse. Limehouse returns the favor by naming the dead working girl at the shooting scene as Trixie.

Boyd and Ava leave the hollow still not sure whether Limehouse was somehow involved in the clinic killings and robbery. But Ava does know Trixie. She works for a man named Audrey and is joined at the hip to an Ellen May. Ava volunteers to talk to the girl. Raylan, meanwhile, pays a visit to his dad. Arlo, wearing a flannel shirt and boxer shorts, is talking to himself... or somebody else, perhaps his latest late wife, Helen, whom he imagines is in the room. Arlo refers to Raylan as if the Marshal were still a child and when his son angrily wants to know why their family name is involved with the murders at the "clinic," Arlo claims that he was only helping out the "Crowder boy." Boyd.

Delroy throws Ellen May against the wall of his trailer. Crying, she explains that the man running the new clinic was one of the shooters. Not good enough. He proceeds to brutally beat her.

Quarles, in the meantime, gets a disturbing call: somebody in the FBI is investigating him, likely at Raylan's request. Quarles orders Wynn to find out everything he can on Raylan. If the Marshal continues to apply pressure, Quarles wants to know exactly "where to squeeze." Quarles then retreats to the bedroom to brutally beat a man, bound, gagged and tied to the bed in his blue jockey shorts. It's apparently a sick form of therapy—or just blowing off excess steam.

Ava enters Audrey's Bar and meets owner Delroy. Ava inquires after Ellen May. Delroy explains that the girl is indisposed at the moment. Ava notices the welts on Delroy's knuckles. He has obviously been busy. Ava exits and runs into working girl J.J. Corlis, who once upon a time went to middle school with Ava. J.J. explains that Delroy beat up Ellen May. "Does this have something to do with what she saw in that clinic?" J.J. asks. Bingo. A witness.

Raylan enters Johnny's bar and wonders aloud if the drinks were paid for by the Oxy sold on his aunt's property. "I'm sorry your name got dragged into this," Boyd says. Furious, Raylan warns Boyd that he does not give one damn about hillbilly-on-hillbilly crime, but doesn't want his family name having anything to do with it. If Boyd doesn't heed, Raylan promises to lose his Marshal's star and come calling. Ever calm, Boyd urges Raylan to go see Ava if he needs a lead. So Raylan does just that.

Ava leads Raylan to Ellen May's trailer. "I need you to tell me what you know," Raylan tells the girl. Just then, Delroy enters the trailer and pulls a knife. Raylan flashes his badge and urges the dirtbag to wait outside. Delroy, blustering and threatening, backs out of the trailer.

Sometime later, Raylan exits the trailer to find Delroy still blustering and threatening. Raylan uses his gun to knock the man to the ground. "Anything happens to her, I'm going to hold you personally responsible," says Raylan, gesturing toward Ellen May. He punches Delroy again for good measure and makes him promise to keep Ellen May safe.

Moments later, Raylan arrives at the latest pain clinic, causing the hangers-on to fan out and disappear. Dodd sends Teddy off on a task and tells Gus to get in the truck and wait for a signal. He suggests that if Raylan wants to talk to him that they go inside the trailer. "After you," Raylan tells the killer. Once inside, as soon as Raylan explains that the proprietor matches the description of a man who murdered three people, Dodd goes for his pistol. The trailer suddenly lurches forward as Gus hits the gas pedal on the truck to which the trailer is hitched. Inside the trailer, Dodd and Raylan grapple for control of the handgun, which fires several times, with one round hitting Gus in the neck and mortally wounding him as his foot relaxes off the gas pedal. In the lurching of the trailer, Dodd is thrown out of the trailer and escapes as Raylan moves to make sure Gus is no longer a threat.

In the aftermath of this latest homicide, Kentucky State Trooper Tom Bergen tells Raylan that the BOLO Raylan had requested on Winona hadn't turned up any leads, then remarks "Sorry, Raylan, we got lucky last time," and tells Raylan that Art Mullen had had better success when he'd put out a BOLO on Winona when Raylan was in the hospital! This comes as news to Raylan, who learns she'd been spotted outside Lexington the previous time.

Wynn returns to Quarles with news of Boyd Crowder's Oxy clinic being hit. Quarles seems interested and puzzled at the same time. "That wasn't you?" Wynn asks. Quarles says the move is far too obvious for his taste or style. Also, a short time ago, Raylan shut down Quarles's trailer. Quarles is angry at first, then laughs. He knows that there is no way Raylan could've smoked out that trailer so fast without "inside" help. Quarles assumes that Raylan is in Boyd's "back pocket." Wynn then explains that Raylan's father, Arlo, is part of Boyd's crew. Quarles laughs again. Hard.

In Noble's Hollow, Limehouse has figured out that his lieutenant organized the massacre at the clinic on Givens' family land. Limehouse, in a fury, demand to know what the man was thinking! The younger man had worked out a plan to set the two factions against one another so that the Limehouse crew could take over the two weakened operations. Limehouse warns his wayward soldier that he may have brought death on them all. Their neighbors, criminals and not exactly racially tolerant, only need an excuse to invade the hollow. Limehouse does not let the man off easy by killing him, though. Rather, he orders the lieutenant to make sure whoever pulled the trigger remains silent. Nobody can know that Limehouse was in any way connected to the killings.

Raylan heads to outside Lexington and pays a visit to Winona's sister, Gayle. Of course, Winona is staying with her big sis. Raylan angrily confronts Winona about stealing the money—a charge she vehemently denies. But if Winona didn't take the money, who did? Winona explains that Raylan hasn't been home in weeks—and, in the future, she doesn't expect much more. "If you wanted to change your life for me, you would've done so by now," Winona says. So what now? Winona isn't sure. She loves Raylan and she knows he loves her, but she isn't optimistic about their chance to be together.

Back at the office, Art and Raylan share a drink and discuss his Deputy's personal situation. "And another one of those bills showed up, this time in the El Paso area," Art adds, referencing the money from the bank robbery which had almost caused problems for Raylan and Winona the previous year. Turns out Charlie, the officer who worked the evidence locker, called in sick the day after Raylan had visited the evidence locker, and never returned.

In Mexico, meanwhile, Charlie is having a cool drink and driving a red sports car. It is his first day of retirement, he tells a Federale who is routinely checking his identification papers at a gas station. Everything is in order, and the Mexican police officer hands him back his documents and wishes him luck.

The man laughs his balding head off as he speeds off into retirement.

(Recap taken from When the Guns Come out IMDb page)


First Appearances[]

  1. Delroy Baker - Oxy-addicted owner of Audrey's, who has a very abusive relationship with his prostitutes.
  2. J.J. Corliss - Middle-school friend of Ava Crowder who works as a prostitute at Audrey's.
  3. Gayle, Winona's sister


  1. Rip Bell - Shot by Teddy and Tanner Dodd.
  2. Trixie - Shot by Dodd.
  3. Doc Stern - Shot by Dodd.
  4. Brady Hughes - Beaten to death off-screen by Robert Quarles.
  5. Gus - Accomplice of Dodd's ordered to drive the Oxy mobile home away. Shot by a stray bullet during a scuffle between Raylan Givens and Dodd.



Starring cast

Guest stars



Screenshot Gallery[]