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Please by advised: The following interview covers the entire second season of Orange Is the New Black. Spoilers to follow for anyone who hasn’t watched through the finale.

The way veteran actress Lorraine Toussaint remembers it, she had almost no time to prepare. She got the offer from Orange Is the New Black to play new inmate Yvonne “Vee” Parker on a Thursday, flew to New York with the first script over the weekend, and was shooting by Monday. It wasn’t until she met series boss Jenji Kohan that morning that she realized Vee was going to be the show’s sneakiest, snakiest, and most diabolical character this year — a drug dealer who uses kids, including a young Taystee, to move product. We talked to Toussaint, who had previous experience as both a scary-tough mother (her role in 2012’s Middle of Nowhere earned her an Independent Spirit Award nomination) and a jailbird (she was Claire’s cellmate in Ugly Betty!), about having to readjust her reading of Vee, reuniting with and pummeling Kate Mulgrew, and doing nude scenes in her 50s. She also had some interesting things to say about her character’s maybe-not-so-final fate.

You met Jenji for the first time on your first day on-set?

Yes, about a half hour before we we were starting to shoot, we finally found a corner to stand and talk for about 20 minutes. I had some basic questions I needed answered so I could at least finish out that first day. Somewhere in the conversation was an “Oh, by the way, she’s a sociopath.” I said, “Huh? Really? Um …” and she said, “Oh, yes, a bona-fide, complete and absolute sociopath.” I thought, Oh! I wish I had known that! I might have thought twice about this.

Why?

I just wasn’t ready to go to the dark side so completely, to play, you know, Vader’s wife.

What did you do?

I remember walking away thinking, I’m shooting in ten minutes. Okay, okay, okay. Uh, let me look up the clinical definition of what that is! I got through the first day and had a few more conversations with Jenji and basically switched tracks immediately, because that’s a very different wiring on a character and a very different journey. Traditionally, one of the things I’d immediately go to in building a character is to ask, “Where is this person’s conscience? Where’s the internal moral, emotional, psychological push-pull within the character? Where is the center?” I’ve never played a character at the polar end of the spectrum.

At first you think she’s genuine with Suzanne. I so wanted her to be that mother figure for poor Crazy Eyes.

Well, that’s the interesting part. It’s all real. Pretend and real are all real to a psychopath. We have these lines of separation that I don’t think necessarily exist in a person who’s wired that way, so I stopped concerning myself with what’s real to Vee and what’s not. She means all of it. When someone has learned to mimic emotion and mimic conscience, because these things actually are not necessarily part of her wiring, and because there are bits that are actually biologically missing, and one has mimicked all of her life for survival, that world of mimicry is her life. It isn’t by default, either. It is how she lives.

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We never learn how Vee became a drug dealer. Did any of the writers tell you your backstory? Did you invent your own?

I have my own backstory. I had to. The audiences have come to claim, identify, and deeply love these characters because Jenji has slowly revealed their souls. At their core is an innate goodness. There is a moment where you see what happened to them, and you get to mark that moment with a modicum, and sometimes a great deal, of compassion. You get to identify. When you don’t see that, like with Vee, and you just see the effect of a something, it’s unbalancing. It’s disturbing. You don’t know where you’re footing is with that character. I think that’s intentional for Vee. But in creating her for myself, I just knew that whatever decisions and choices I made, I buried far deeper than I would most characters that I play.

Let’s back up a bit. Were you already a fan of the show?

I had never seen the show. I have a big life, a small child, I work, I do a lot of things, so I’m often playing catch-up with what’s current. I didn’t even know that Kate Mulgrew, who’s an old friend, was on it. You know, I was at a party about three weeks before I got this offer, and a really dear friend of mine came up to me and handed me this article he had cut out from the New York Times. He said, “Here, you should know about this.” It was an article on Danielle [Brooks]. I completely remember wondering why he was giving it to me, reading it, and then saying, “Um, is there a reason you gave this to me?” He looked a little perplexed, like it was so obvious: “Well, you know, I just think this is someone you should know.” I remember thinking, Oh my God, he is so weird! He said, “Well, she went to Juilliard, you went to Juilliard,” and he kept going. I folded the paper up, put it away, and thought, Just one more weird thing that this guy’s done.

It was meant to be.

Isn’t that ridiculous? You can’t make shit like that up. It was like, Okay, universe, I hear you. I’ve gone back and apologized to my friend. I told him, “You are brilliant, in fact, and my new BFF.” I told Danielle, too, who was so tickled.

How did you know Kate?

I knew Kate in L.A. when we were doing theater at the Mark Taper Forum. Her ex-husband ran the Taper, and I did several plays there years ago. I’ve had many dinner parties at Kate’s house. But I hadn’t seen her in maybe ten or more years.

What did you think of her new look?

The first scene I think Kate and I had together was when we meet. I remember walking toward her and there’s a look on my face as I look at her hair, and in my mind I’m going, Jesus Christ, what’s with that hair? That look on my face is real. I’m walking to Kate and literally thinking, What the fuck? Goddamn. Who is that? Is that for me? I hope not.

Next thing you know, she’s trying to kill you.

That was just grueling. It was the worst. All I could feel was wretched and angry because I was so cold and so wet, and we did it over and over and over again. This woman was trying to kill me! It was too much. Finally, when Vee gets her moment in the fight, it was like, Oh, for God’s sake, you’ve earned this. You have tried to kill me for the last seven hours in the cold rain. By the end of the night, both Kate and I were just … we were done. We just walked our separate ways and went home. It was like, I don’t want to do that night again.

In the last of Vee’s flashbacks, she seduces her surrogate son. How’d you feel about having to disrobe?

Oh my God. I read it, and I go, Jesus Christ, is there no bottom to this woman? Literally and figuratively. My agents had the good sense to have me sign a non-nudity rider, thank you, Jesus, because they’ve seen the show. There was even one point where Kate and I are standing around between takes in a bathroom scene where there are more tits and bush walking past us than we know what to do with. Everyone droppin’ trou, and Kate and I in a corner. She says to me, “You signed a non-nudity rider, too, right?” I said, “You betcha. Nobody wants to see two old broads, trust me,” and she says, “The sad part of it is they didn’t even fight us on it.” We had such a great laugh about it. So then I get this scene, and the producers immediately say they’d do it with a body double, or maybe Vee’s wearing underwear. They said, “We’ll do whatever you want to do to make it comfortable.”

But you changed your mind.

Well, this is what age does to you, and my darn sense of truthfulness and commitment to a character. I looked at that thing every which way to see, how can I camouflage it? How can I not show my tits? How can I not do this naked? I was so grateful that this train had passed me by. I am well into my 50s. I don’t do that. I don’t want anyone looking at me going, “Oh my God, she’s so brave!” [Laughs.] Dear God. No. No. No. And then I thought, There’s no way around this. There’s no way this woman would be self-conscious. There’s no way. If I wore underwear, it would actually draw more attention to the moment. How do I do this as simply and as unselfconsciously as I’ve done the rest of Vee? Then I thought, Okay, we gotta do this — but wait …! Then my vanity kicked in. I did trial runs in the mirror. Oh, God! Then I involved a few friends, a few really, really good girlfriends, and I said, “Okay, take a look! Whaddya think? Give me, please, your honest opinions.” Then I got a couple of my gay guy friends. I thought, The real test is the gay-man test. They will not hold back. So I, you know, stripped for them. I even sent a picture to my agent, and said “Tell me honestly, please! Don’t let me do this! Don’t let anyone feel sorry for me, okay?”

How’d it go on the day itself?

They were so respectful. It was a closed set. Everyone was gone except for the people who had to be there. There was a point where after you’ve done a take or two, I mean, what’s there to hide when there’s nothing to hide? You’re emotionally, psychologically, physically naked. I remember there were a couple of takes where they’d say, “Cut!” and I’d suddenly go, Oh, shoot, Lorraine. Cover up, girl. They cut already. [Laughs.] It was like the girls are out, and they are out for the day. It was another level of liberation, because I really was being — to the best of my ability, I was being brave. I like when I’m scared and I do things scared. I was pleased I was brave enough to be true to that moment and true to that woman and serve her.

In the end, Vee looks pretty dead. Is she dead?

Originally, she was definitely more dead. And as we went along, she got to be less dead. And then she was less and less dead, to the point where when we got to the day of shooting, I went, “Oh!” Because originally the van went “bumpity bumpity bump!” and you got the death close-up and everything. I went, “Oh, she gets swiped!” I’m telling you, she got less dead as we went along. Maybe she’s stunned. This woman is a survivor. I love that about Vee, actually. The instinct to survive in us as human beings is extraordinary. At the end of the day, we will fight for life, and life is worth the fight, even in Vee. It was interesting giving my dark side the keys to the car. I went joyriding.

Not that I’m reading anything into this, but you’re shooting a movie right now and they’re back in production on season three. What do you miss most?

Those big scenes in the cafeteria. It’s like herding kittens. We’re all incredibly professional but, my God, there’s always some shenanigans going on, right up to “Action!” And I gotta tell you, I’ve never been welcomed like that on a set. Literally every single woman in that first week came knocking at my door, and there were lots of them, my head was spinning there were so many, and I didn’t know who was who! Everybody was in some jumpsuit, everybody looked varying shades of bad under those fluorescent lights. It was actually so wonderfully overwhelming that right away I knew I was going to be okay in the trenches. There are many women who don’t trust women. I happen to love women — God, I miss them so much, talking about them now. Last night, I’m on set shooting [my movie], right? I’m on a break and I check my phone and I get a text from Uzo [Aduba] going, “I miss you so much! Where are you? Where’s my Vee?” I texted back this long love-text between my next takes. After that, I look at my phone and there’s a phone call from Vicky [Jeudy] going, “It’s just not right! Where are you?”