Andor Season 2 Finale Postmortem with Writer Tom Bissell

Andor Season 2 Finale Postmortem with Writer Tom Bissell

A year before Andor even aired its first episode in 2022, screenwriter Tom Bissell found himself in London as the newest hire in writers’ room for the second season of the show. A successful magazine journalist, co-author of The Disaster Artist: My Life Inside The Room, The Greatest Bad Movie Ever Made, a videogame writer (Gears of War 4) and co-creator of the Apple TV+ series The Mosquito Coast, Bissell brought plenty of eclectic experience to showrunner Tony Gilroy’s Star Wars sandbox. That, and his life-long love of the universe. 

“Literally, my first memory is seeing Star Wars at a drive-in movie theater in Ford River, Michigan in 1977,” Bissell tells Paste Magazine a few days before his final block of episodes close out the series. “I remember being packed in with a bunch of other people and being so astonished by what I was seeing on screen. I think my dad took me back to it within days. And so Star Wars has been with me, like from the point of consciousness.”

Four decades later, Bissell says he was blown away in much the same way when he was allowed to see the unfinished first season of Andor. “I watched the show in a tiny little screening room,” he shares. “Half of the episodes weren’t finished. There was temp music and greenscreen everywhere. I’d read the scripts beforehand, but this was my first time experiencing it, and I just sat there in a state of astonishment. I watched them all in two sit throughs, then Tony and I went out to dinner, and I said, ‘How is this possible? Like, what are people gonna think?’ And nobody knew.”

Eight Emmy nominations, a Peabody Award win and countless critical and audience accolades later, Andor is now known to be prestige television, benchmark Star Wars storytelling and a series going out on a high note. And Bissell was tasked by Gilroy to write the final block of episodes—”Make It Stop,” “Who Else Knows?” and “Jedha, Kyber, Erso”—that lead right into the 2016 film, Rogue One

In our exclusive Paste postmortem, Bissell walks us through what it was like to close out Andor. “When you’re trying to make a go of it as a writer for the screen, you just hope you land on something. Then you hope you land on something good. And then if you land on something and it’s good, you hope it’s something people watch. So to have gotten the trifecta of that, working with Tony Gilroy and Dan Gilroy and Beau Willimon and it’s Star Wars, I am well aware this is an occasion that I don’t even know if its significance will fully occur to me until some years down the line.”

Note: This interview has been edited for length and clarity. 

Paste: You’re hired for the Andor Season 2 writers’ room and then you’re assigned the last three episodes of the series. No pressure. How did that come about?

Tom Bissell: If you’d been in the room, you would have seen why I got the last block. Dan’s and Beau’s blocks both had a lot of negative spaces, with a lot of stuff still to be worked out. Mine was a lot more straightforward. It sounds like you’re getting a big, important task finishing the series, but the outlines we came up with—even with all the stuff that still needed to be solved—mine was sort of the least complicated. And Tony knows that Rogue One is my favorite Star Wars movie. I think he recognized that as being possibly beneficial to my closing it up. 

Paste: As you’re reverse engineering these last three hours into Rogue One and tying up loose ends, what took a lot of time to work out?

Bissell: The big puzzle of my block was trying to figure out who knew what, and when? What do we know that they know at the beginning of Rogue One? And then what is everyone’s mood? The emotional puzzle I had was with a character like Draven, who sanctions Cassian to go off and do this [mission]. But you’ll notice when Rogue One starts, he’s still not convinced. So, how do you thread that emotional needle with him, telling Cassian go and do this? It was working out all that little stuff. It’s kind of more algebra than storytelling at a certain point. But it’s really interesting, and it was a very fun puzzle to solve.

Paste: Was there any moment from Rogue One that helped snap everything into place, especially in “Jedha, Kyber, Erso”?

Bissell: The big revelation we had when we were talking about who knew what and when, is we brought up the Tivik/Cassian scene from Rogue One. I remember Tony watching it, and he had a little smile on his face because I think he was puzzling through the cosmic happenstance of having to rework a scene that he probably wrote quickly to get things rolling. But when Tivik says, “This guy named Erso…” and Cassian says, “Galen? Is it?” That is the whole key to my block. The name is out there but it doesn’t mean anything beyond that. Cassian’s flash of recognition was probably just a strange choice made in the moment by them writing it and Diego performing it. But not seven years later, that moment—the fact that he knows that name—we hung so much upon that small little thing that I doubt most people even notice when they were watching.

Paste: Episode 10, “Make It Stop,” opens with Dedra Meero (Denise Gough) finally confronting her obsession, “Axis,” or, as we know him, Luthen Rael (Stellan Skarsgård). It must have been really fun to orchestrate what Meero thinks is her defining moment of victory, then watching it all fall apart before her eyes?

Bissell: A sketched version of that scene existed in Tony’s outlines, so I knew how much it meant to him. I had a spine to work with. That said, it was incredibly fun to write that scene. The cat and mouse of it, with the two actors performing. Luthen knows he’s cooked. Dedra Meero doesn’t know he’s kind of cooked. I don’t think I’ve ever been happier when I saw that scene for the first time. Again, it was a case of two performers utterly blowing away what you even thought was possible.

Paste: The other surprising thing about this episode is that it’s almost a standalone dedicated to the untold history of Luthen and his right-hand woman, Kleya Marki (Elizabeth Dulau). How did it come to be?

Bissell: Tony knew from early on we wanted some flashbacks to Luthen and Kleya’s backstory. But as we talked about them, and as we all started discussing what precisely could be in these flashbacks, we didn’t even know what the relationship was. Tony gave us homework to go and imagine, like, how the hell did they meet and what the hell happened? I went off and Dan went off, and maybe Beau went off too. But as I recall, I came in and I pitched my version of it, which I will not share here. Then Dan pitched his version of it. Tony sat there and listened. Then, in this beautifully interesting way, he started to like freestyle in his own stuff, and then took elements of Dan’s and my versions. And that’s how we got into the gunship, [asking] what if My Lai [massacre] happened, and your only ability to see it was from inside and [being] attacked? As we started talking about that, more flashbacks started coming up. And the size of what Tony wanted to do gradually expanded. It became this really weird, kind of standalone episode that I was thrilled when I got assigned that. 

Paste: Kleya has really become a fan favorite. Where did she rank for you?

Bissell: Kleya is my daughter’s favorite character and was from the first moment she was on screen in Season 1. Kleya is so fascinating and I think their relationship is incredibly interesting. One of the big changes Tony made to my script, as I recall, was that in my version, she radicalized him a little bit more than he radicalized her. I was trying to go for a kind of total recontextualization of what you’ve seen. But Tony very gently shut that down and steered me back toward, “No, Luthen has got to be the one to radicalize her.” 

Paste: Is there a snapshot moment from her youth that you particularly enjoyed writing? 

Bissell: The moment I got really excited for was the scene when they’re selling antiquities in the forest. When I got to writing that, my assignment was just Paper Moon. There’s a scene in that movie where Tatum O’Neal’s character has been listening more closely to her huckster, con artist father’s patter than he’s aware. I’ve never told this story before, and I’m eager to tell it, because the scene that exists is more or less very close to what I wrote. But Tony touches everything. He changes stuff and he’s brilliant. He made a change to that scene that I love so much, and that taught me so much. It’s going back and forth. And [Kleya] says, “Screw this, let’s go talk to Zuli. She’s offering us 20…” She’s lying, of course. What Tony added was, the shopkeeper says, “Zuli…and she’s a thief.” What that little add-on did is it took a little bit of power back away from Kleya. She’s not too good at this yet. I thought, “Oh, damn, that is a trick that I missed when I was writing this!” I just love that moment because Tony’s drive is to make it believable and real. And a little girl running a con on a weathered forest antiquities scoundrel wasn’t real enough. Tony made it real with that little, tiny change. Even when he has a relatively light hand on your scenes, he transforms it in ways that are incredibly educational.

Paste: There are some really powerful parallels from her training and travels with Luthen that tie in perfectly with her quest to find him in the Imperial swarmed hospital.

Bissell: One of the best brain flashes I’ve had in my entire career of writing for the screen was Kleya using a senile alien to sneak past an outer layer of [Imperial] security. I’m so happy that it stayed in. And I don’t know if anyone’s gonna notice this, but for Luthen and Kleya’s first act of terrorism, do you know what planet that is? That’s Naboo. My argument was that if Luthen is going to commit his first act of public terrorism, it’s going to be on the Emperor’s home planet. He’s sticking his thumb right in his eye.

So, as I’m writing Kleya’s journey up to the hospital, I’ve got to get her to the top floor. I don’t know how the fuck she is getting to Luthen at this point. Then we go to the flashback and we knew that was going to end with him blowing up a bomb on a bridge and then they walk out. When I came out of that scene back to Kleya, I thought, “Well, that’s it. The first thing he taught her is the last thing he needed.” And that was not in the [writers’] room but that occurred to me sitting right at this desk. It’s such a beautiful instance of sometimes your subconscious mind is a lot smarter than your conscious self. It saved my bacon because getting someone to the top story of a hospital under Imperial lockdown in one thing. But getting them to that final room is a whole other thing. I just loved the elegance of it.

Paste: There’s so much to love about the goodbye between this odd father/daughter team. Do you have a favored scene?

Bissell: My favorite moment is not anything I wrote—and this is why I love Kleya—it’s when Elizabeth/Kleya is walking toward the camera and looking like a meek mouse after she blows everything up. The Stormtroopers are running towards her, and she’s like, “Oh my goodness!” Then, when they all pass her, she turns around and the look of steel on her face as she turns back around towards the camera, that is the show. That is just the unbelievable gift of performers giving you things as a dramatist that you could have never imagined seeing them performed. That moment is the whole episode for me, because this shows you who she is. She’s going to kill her father and she doesn’t flinch.

Paste: Luthen goes out on his own terms, finally by Kleya’s hand, and it’s more peaceful than I’m sure he believed it would be. 

Bissell: He’s a character of radioactive ambiguity and I love that about him. The last words of “Make It Stop”—I wrote the fade out—but Tony added, as we’re on Luthen’s body on the slab, “Respect must be paid.” He’s not saying Luthen was a good man but respect must be paid.

Paste: “Who Else Knows?” centers on Kleya’s fraught extraction from Coruscant. It’s a thriller with a countdown clock to the Imperial investigators finding her in the safe house. How did it take shape?

Bissell: Of all the conversations Tony and I had when I was working on my episodes, most of them fell into Episode 2.11. It was about timing everything out the right way. Tony is the poet laureate of bureaucracy. That stuff is super important to him, like, who knows what and when, and how the gears of bureaucracy both hinder the passage of information, but also accelerate it. You cannot half ass it with Tony Gilroy on that stuff because he will smoke you. He will sniff you out and call you a phony. Nothing happens for the convenience of the characters in the narrative. One of the biggest things I learned from Tony was that rules in a fictional world are of paramount importance. Drama is characters faced with the rules of the world that you, the dramatists, have established. To have rules just suddenly not work, or cease functioning, or cease mattering, for the contrivances of plot and for the economy of storytelling, is a cheat and it’s dishonest. Getting all the mechanics in “Who Else Knows?”, like who finds out what and when, is the Gilroy storytelling experience crystallized. It was really challenging, really hard. 

But here’s a bit of internal trivia for you. My draft of “Who Else Knows?” ended with them getting away. Tony, very, very wisely broke that in half and put that at the top of Episode 2.12.

Paste: One of the most troubling scenes in the whole season is watching Krennic (Ben Mendelsohn) man-handle Meero during her interrogation. It makes him terrifying and absolutely reduces her for the first time to that degree.

Bissell: He is a great white shark that just runs into a megalodon. The tricky thing with that scene, and this is one of the things Tony and I talked about a lot, was Tony wanted her to have known about the Death Star before anyone else. She’s sort of been hoarding this [information]. It’s one thing to figure out a reason for her to have known about it, but how do you explain it quickly, efficiently, and how does it confine to bureaucratic reality? Her being forwarded a bunch of things, I think recent months have taught us just how plausible that could possibly be. 

Also, how does she find Luthen? I went back and did a bunch of readings about 9/11 about all the signals the FBI and CIA, if they’d only shared them with each other, they wouldn’t have missed. I wanted to get some of that texture of two agencies just not talking to each other. I suggested that it was a bodyguard and Tony changed it to a chauffeur, or valet, of a Moff on Jedha having been tortured to death when he basically told them who Luthen was, and that happened years ago. She would have caught that years ago. And that, to me, smacked of poetic justice for the Empire in its ways. But also believable to how bureaucracies function in our world. 

And then Tony got in there with that scene in ways that are magnificent. But nothing that he or I did beats the way that scene was blocked. There’s no finger on [Dedra’s] temple moment in the script. It’s a very long, shaggy, talky scene, and we’re talking about fairly abstruse things. When you’ve got stuff like that, you need two powerhouse performers, and you need a director to really figure out how to create movement and power exchanges in a relatively static scene. God bless [director] Alonzo [Ruizpalacios] for figuring out a way to make what is a talky, shaggy, I think hugely interesting but to non weirdo civilians, like a potentially alienating scene, to make it work and sing. It really feels like a concussive collision of two immovable objects.

Paste: The episode also gives us the most substantial time in the series yet with K-2SO (Alan Tudyk). 

Bissell: I love K-2. I loved writing K-2. Tony and Sanne [Wohlenberg] are both wary of that character’s comedic overuse. But I think having seen the droids in action in “Who Are You?” tempers one going over the top with him too much.

Paste: The non-cuddlefication of K-2SO is the kind of restraint that I love to see. Knowing what those Imperial enforcer droids can really do to people, it makes sense that Cassian is still wary of him. 

Bissell: If anything, the events of Rogue One draw them closer than they were before the events of this show. Tony urged me to be restrained with K2. His going over my drafts restrained me further. I’m delighted with how he came out. I wish there were more of him. I’m sure a lot of people will too. But I don’t want to sacrifice “Make It Stop” for more K2. I don’t think In the calculus of storytelling, that’s a worthy exchange at all. 

Paste: For the series finale, “Jedha, Kyber, Erso,” was there a lot of drafting, or was it more clear what you needed to snap into place?

Bissell: Very little. That’s one of the parts I think Tony touched the least of all my drafts because we knew what the pieces were. [Cassian’s walk] was called “The Wheel of Fate.” We all just started throwing out spokes to make the wheel. I think the only one I can claim to have contributed was him seeing the Force Healer [Josie Walker] again as he walked across the tarmac. And I suggested that before that scene had even been written. I was like, “Oh, it’d be cool to see her again, right?” Tony liked it, and so that got in there. I think that, and seeing Dedra Meero’s fate on Narkina 5 are two of the most powerful moments in it. I even love Tony’s idea of Perrin [Alastair Mackenzie] in a space limo [with Runai Sculdun]! That wasn’t in my draft. It was a late addition.

Paste: Let’s talk about that Meero reveal, which is so brief but potent. It’s such a deserved fate but we also feel for her. 

Bissell: I have immense empathy for her at that moment. I feel horrible for her, not because I admire her or like her, but because it’s awful to see any human suffer, no matter who they are. My responsibility in writing Dedra, I just tried to see things from her point of view. And this is something Tony harps on, that the act of writing is an act of empathy. You don’t have to love or admire or condone the actions of a character to step inside their shoes and try to figure out what is real for them and what do they care about? It is the magic of writing. It’s what actors have to do. If you tell an actor you’re the bad guy, prepare yourself for a bad performance because that is not what good actors do to imagine their way into made-up people. And it’s not what writers should do. I get a little weary of this argument about, “Oh, they made me feel bad for fascists.” They’re not fascists. They’re imagineered characters and fiction is a safe place for us to express our fears and our doubts. And fiction is a safe place for us to feel empathy toward hateful people. You can do it there. There’s nothing wrong with it.

Paste: Is there anything else in the finale that you’re really happy made it into the episode?

Bissell: I’m not gonna talk about anything I contributed. I’m gonna talk about something Beau Willimon suggested which totally changed the whole episode. The big question was, how the hell do you make something the audience knows is gonna happen dramatic? My original draft was really long and really talky, and that’s one of the reasons why Tony put the end of my 2.11 at the top of 2.12. That allowed us to sweep aside a lot of endless nattering around a foregone conclusion a lot easier to take. And the thing that Beau suggested was, “What if Bail [Benjamin Bratt] is the bad guy of the episode? What does that do?” I remember talking about taking an iconic, beloved Star Wars character and putting him in the antagonist role to our main character. Because, look, not much happens in 2.12. I’m sorry, kids. It’s not a super eventful episode, so any possible trick that you can play to convince the audience they don’t remember exactly what’s going to happen is welcome. And taking Bail Organa, a beloved character, and pitting him against our beloved hero… like Beau Willimon deserves a Nobel Prize for that. Because if that hadn’t happened, I frankly, do not know how I would have even begun to draft that episode. That’s how important it is. I do think the novelty of seeing Bail in the position of antagonist, even a gentle, mild one, is sufficiently interesting to give a relatively eventless episode a fair amount of punch.

But one thing I will toot my own horn on was in my original draft, Bail does say, “May the Force be with you, Captain.” I worried Tony was gonna push back and he didn’t. I think he dug it, and I think it’s exactly where the line should go. My secret hope is that not an insignificant number of people are going to burst into tears. That would make me very happy.

Paste: Speaking of finale tears, there’s the one-two punch of returning to Mina-Rau and finally seeing what happened to B2EMO and Bix (Adria Arjona). 

Bissell: We knew B2EMO would be there somewhere. I think in my earliest drafts. I was like, “B2 is doing, dot, dot, dot, something.” For Mina-Rau, all we had was a couple sketches of Luke Hull’s wonderful wheat sketches. I hadn’t seen Mina-Rau yet. I didn’t know what the hell it was. But I’m gonna say this until someone adds it to the Wikipedia page, Tony Gilroy named Mina-Rau after my daughter, Mina. He made a Star Wars-loving little girl immensely happy. 

But back to B2, Beau and Dan and I get locked out of the scripts at a certain point. I turned in my episodes first, and my episodes were last, so go figure how that works. And then Tony is the guy who has to make them all make sense. The last version I saw was that B2 is perhaps doing something with the tractor he falls in love with. When I left the production, B2EMO was going to have fallen in love with the tractor. Obviously, that became something slightly more refined. So, I wasn’t prepared for how it felt when he’s racing, and all memory of all the people he’s lost seems to be gone. B2EMO, in my view, is the greatest droid Star Wars has ever created and that’s a thick field of contenders. But seeing him say, “Go again. One more, and I win…” was just a real dagger. I prefer to think that B2EMO doesn’t miss all of his friends, and that he’s happy enough on Mina-Rau.

Paste: Was Bix holding her and Cassian’s baby always the ending?

Bissell: Yes, it was always there. 

Paste: That’s such a hopeful moment that opens the door for future stories. Andor lives on.

Bissell: There’s Wilmon [Muhannad Bhaier], there’s Kleya and there’s lots of other characters Lucasfilm could choose to take out again. 

Paste: Lastly, how did playing in the Star Wars universe change you as a writer?

Bissell: I’ve worked on a bunch of things that never came out, or never saw the light of day with pretty prominent people. And for whatever reason, a lot of prominent people at Tony and Dan’s and Beau’s level, they’re really rough. But they’re also kind of mean. Dan and Beau and Tony are all rough but they are never mean. It was a rough room in the sense that the best idea won, and if you came up with something no one liked, it was made clear that no one liked that. But there was never a tinge of cruelty, or there was never a tinge of belittlement about it. And me, going forward, I yearn to create a creative environment like the one Tony made on that show because I am well aware most productions are not like that. He is genuinely a good man. He gave me the opportunity of a lifetime, and I’ll never be able to thank him enough for it.

Andor Season 1 and Season 2 are now streaming on Disney+.


Tara Bennett is a Los Angeles-based writer covering film, television and pop culture for publications such as SFX Magazine, NBC Insider, IGN and more. She’s also written official books on Sons of Anarchy, Outlander, Fringe, The Story of Marvel Studios, Avatar: The Way of Water and the latest, The Art of Ryan Meinerding. You can follow her on Twitter @TaraDBennett, Bluesky @tarabennett.bsky.social, or Instagram @TaraDBen.

 

 
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