‘Elsbeth’ Showrunner Jonathan Tolins Breaks Down Season 2’s Musical and Guest Star-Filled Finale (Exclusive)

Elsbeth’s Season 2 finale was filled to the brim with guest stars, musical numbers, and more on Thursday, and showrunner Jonathan Tolins spoke to PopCulture.com all about it.

In “Ramen Holiday,” Elsbeth finds herself in prison with many criminals she put away, and she jumps into action after one of them is killed.

The episode brought back a handful of past guest stars, such as Stephen Moyer, Retta, Gina Gershon, Elizabeth Lail, Arian Moayed, André De Shields, Alyssa Milano, Mary-Louise Parker, and Ethan Slater. It also included a musical number that Chicago fans would quickly recognize, plus many other great moments to wrap up the season. Tolins broke it all down and shared his hopes for Elsbeth Season 3 below. (Interview has been edited for length and clarity.)

PopCulture: How did the idea of bringing back several past guest stars come up? And how did you choose who would be coming back?

Jonathan Tolins: It was in the boot camp we do at the very beginning of the season with all the writers, and someone suggested we do a murder in a high-end prison. And then we said, “Well, what if we had lots of our former guest stars be in the prison?” Well, that would be amazing if we could get some of them to do it. And then I think I said we could use “Cell Block Tango.” And we all laughed about that. And it kind of just stopped.

And then, much later, as we were getting closer to the time of the episode, we decided to raise the stakes and actually have Elsbeth be put in prison as a prisoner. It was a crazy idea that, from the very beginning, the minute we started talking about it, everybody loved it. Everyone just loved the idea of getting all those people back. So we started by putting out the word to find out who would even consider coming back and whose schedule would make it possible.

And as we started working on the story, we basically came up with ways that all the different characters could fit into the plot. The trick was because the murderer ended up not being any of them, it made it easier to sort of slot in and out people, depending on who ended up being available. We thought we’d maybe get like four or five people to say yes, and we ended up with eight. So it was a testament to Carrie [Preston] and to the environment we’re trying to have on our set that people want to come back. It was really, really gratifying that this wild bunch of people came and writing the episode, I basically was reacting as word came in of who could [do it]. Definitely, we lost a few things, just by necessity, but I think it landed in a place that feels really right.

PC: It’s no secret that Elsbeth has been through a lot this season. Between the Van Ness case and Crawford, and when she was arrested in last week’s episode, it was clear that it was all hitting her very hard. But in the finale, she put on an act and was still her sparkly and curious self, even amid many familiar criminals. What was it like putting her in this kind of space and, at the same time, exploring the aftermath of what happens to a criminal whom Elsbeth has helped put away?

Tolins: Carrie Preston can do anything. And we find the character has really deepened in a way that we’re really happy about. There’s a line at the end of 219 that Erica Shelton Kodish wrote that I love, where she says, ‘Oh, it’s so unusual for me to be in such a dark place.’ Well, it’s unusual for me to acknowledge that being Elsbeth is… She’s just this sunny person all the time. It’s a decision of how to live her life. And it’s a discipline, and it takes effort to approach the world with so much kindness and enthusiasm and joy. So putting her in a dark place lets us sort of acknowledge that. And there’s something beautiful about watching her come back to the Elsbeth that we usually see.

I think that when she starts the episode in 220, when she’s brought out to prison, she’s scared. I mean, these people hate her. But once the murder happens, then she has a mission. Then she’s back into that place of figuring out a puzzle, and she’s able to focus on that. And we see the sort of joy come back and the belief in her work and why it’s valuable. The last thing she says to the warden is the truth. If we don’t have that, we’re lost. That’s something that we all believe very much on the show.

PC: After Alex’s (Stephen Moyer) surprising death, Elsbeth, of course, immediately jumps into action, wants to investigate, and even starts asking other inmates about it. And of course, she winds up solving the case. How was it limiting the case to just one place and having so many suspects?

Tolins: It doesn’t feel limited because you have so many suspects. In a way, it’s almost like a bottle episode. We’re in prison most of the time. Although some of the prisoners shot on location at an actual prison. But the main space of the prison was actually built on our stage. We built this huge prison set that came out so well. I think that other people may be renting it; they may not be taking it down because it’s a great set. Every episode’s a puzzle, and this one was all about serving all these great returning characters and figuring out a way that feels like they’re connected.

The other thing that drove this episode was putting in as many Easter eggs as possible. Every element in it almost comes from a previous episode. Everything on the book cart in prison is a reference to something that we’ve seen before, and stuff like that. So I didn’t feel limited in that way. I mean, if anything, it added to the fun of the puzzle.

PC: You talked about this already a little bit, but there’s a great moment where Elsbeth dreams a rendition of “Cell Block Tango” from Chicago, and it’s now “Suspect Tango.” What was the process of putting it all together, and how did it even come about?

Tolins: We decided early on that that would be a great thing to do. Originally, I think we thought, “Well, it’ll be like each one of the prisoners will do something about their particular murder from their old episode.” But then that was unwieldy because it wasn’t unified. So we decided to make them all suspects in this case. And so really, the whole number is Elsbeth working through their possible motivations. I had to write that first. I believe I wrote that number before I even started the script, as soon as we had a pretty good sense of who was going to be able to be in it. And it turned out to be correct.

I had to write that right away because it takes a long time to get approval for something like that. I had to go to the States. We needed the grand rights for the show because it’s not just a song. It has monologues and things like that. And once I wrote it, it couldn’t change because once you get the approval, you go back. But I do things like that. I did a similar kind of job on a parody of “At the Ballet” in Episode 2 of Schmigadoon! Season 2, which was also kind of monologues, that you try to capture the rhythm and the sound of the original, but use it to your own purposes.

And then we got a choreographer, Susan Meissner, who actually has done Chicago, and was in the movie of Chicago, but also knew how to do choreography that would not be the choreography in Chicago because she knew it so well. And we had to be careful about stepping on those toes, so to speak. And then just working out, because Carrie was busy doing other scenes, because she’s mostly reacting to the musical number. We had days where we had all those women learning their choreography on the prison set while across the street we were filming the final party scene, and we had all of our detectives and all these people, and it really was like MGM in the 40s. It was amazing. All these huge stars learning their dancing and filming over here. It felt like a very special way to end this season.

PC: By the episode’s end, Elsbeth’s case is dismissed, and she makes it to Kaya’s going-away party. She seems like she’s finally in a good place now after all that’s happened to her. What do you see next for her in Season 3?

Tolins: I think there’ll be repercussions to things that happened at the end of Season 2 before Crawford died. Judge Crawford put some things in motion that are going to be difficult to deal with. Teddy is a little bit unsure about what he’s going to do next, so she’ll have that to deal with. And also just to redouble her commitment to who she is and what she believes in at a time when things are getting shakier in the world. I think we’re not gonna have a problem coming up with plots or people. They can get away with anything.

PC: Is there anything that you’re hoping to see in Season 3?

Tolins: Huge ratings again! I’m hoping to see things that I don’t know are gonna happen yet. I’m hoping to see fun, surprises, those kinds of things that happen in the writers’ room when we all go, “Oh, my God, that would be so great.” That’s what I’m always open for. I mean, a lot. A huge part of my job is to listen to this very, very talented group of people in the writers’ room, and this sort of steers them, but also pick out the amazing things that come out of their brains.

Elsbeth is streaming on Paramount+. Season 3 will premiere on the 2025-26 schedule on CBS.