When CBC’s gripping World War II spy drama X Company returns for its third and final season on Wed., Jan. 11, at 9 p.m., the lines between the show’s heroes and villains will be more blurred than ever.

“Aurora (Evelyne Brochu) and the other characters have to go deep into the territory of the enemy, and to pass for the enemy, they have to begin to adjust what they do to belong,” explains series co-creator Stephanie Morgenstern. “After a while, you start to lose track of what you’re doing that is you and what you’re doing in the role that you have to play, and it leaves a greater and greater stain on your soul.”

Season 2 ended with Tom’s (Dustin Milligan) gut-wrenching death at Dieppe and Franz Faber’s (Torben Liebrecht) decision to flip to the Allied side. Both events will cast long shadows over Season 3, as the depleted spy team tries to find the will to go on, and Sinclair (Hugh Dillon) tries to determine if Faber  — and his disillusioned wife, Sabine (Livia Matthes) — can be trusted.

“Is our enemy becoming us to infiltrate us?” asks co-creator Mark Ellis. “Or is he legitimately turned to try and do the right thing for the Allied cause? We won’t know until the last seconds.”

Meanwhile, all the shifting battle lines will take their toll on the team, says Morgenstern.

“This is a season where everything is put into question, whether it is right to follow orders, or whether it is right to trust the person who’s alongside you.”

Sitting down with TV-Eh in Toronto, Ellis and Morgenstern talk about the end of the series, what’s coming up for the spy team and the Fabers in Season 3, and their plans to produce more serialized, sophisticated television in the future.

Season 3 will be X Company’s final season. Do you feel you’ve had enough time to tell the story you wanted to tell?
Stephanie Morgenstern: At the very beginning of the writing process, we knew this was our last season, and it was something that felt completely right to us.

Mark Ellis: There’s a thousand war stories you could tell, but there’s two things we wanted to be truthful. One is that our mantra from the beginning of the show has been the life expectancy of these people is 50 per cent in the field. You’re not supposed to live a lot of weeks, if you do live. We wanted to be truthful to that history. We also wanted to ground the show in a war story and not multiple potential stories. And what I mean by that is the first episode of X Company ends with the image of an elite Gestapo officer looking at the face of a Canadian spy, and the series as a whole is about the growing relationship between that German Gestapo officer and this group of five,  and reducing number, of spies. So the story ends in a meaningful, tragic, hopeful way in the last episode of Season 3, but it’s a story that comes full circle, and that’s something that we engineered.

The Season 3 theme is that sometimes to defeat the enemy, you have to become the enemy. What will that mean for the spy team?
ME: Aurora goes from having the occasional coffee date or a walk in the park with Sabine to having to live the cover of Helene Bauer full time. And she’s pulled apart from her teammates, and she takes a job working for a German office in Poland that doesn’t do very nice things. She becomes in many ways complicit with the Nazi machine so she can fulfill a bigger objective. What does that do to you when it screams against every fibre of your moral conscience? How does she cope with it? What will she do to fulfill that objective?

SM: I think we see the same struggle as well in Faber, who’s an extremely conflicted character, as you know, and in Duncan Sinclair as well, who comes into the field again to match wits with Franz Faber. In a way, these are two spymasters who have to begin a very intense chess game, where the pawns are people you’re close to and even strangers. We find that we’re kind of playing by the same playbook. If the enemy is going to make this kind of move, sometimes you have to make the same kind of move yourself.

ME: When Franz Faber comes to the team at the end of the second season and says, ‘What is it you want me to do?’ it feels like we’ve flipped him, he’s going to work for us, he’s going to turn to the Allied cause. In Season 3, we spend all season wondering if that’s true. Is our enemy becoming us to infiltrate us? Or is he legitimately turned to try and do the right thing for the Allied cause? We won’t know until the last seconds.

The Aurora/Faber/Sabine triangle was a highlight of Season 2, and Evelyne Brochu, Torben Liebrecht, and Livia Matthes play wonderfully off each other. Did you always plan to give that story so much time, or did your plans evolve based on the strength of your actors?
ME: I think that there are several levels to the choice to make Faber and Sabine more present in the storylines. One is that you realize that you have very extraordinary actors on your hands, and Torben Liebrecht, in particular, is an actor who is very ready to plumb complex emotional depths within himself. On another level, probably the most complex character we’ve created is the character of Franz Faber, because his love exists on different levels — his love of country, his love of his wife, his love of his son — and yet he’s corrupted each of these things in different ways to try and protect himself and try and protect his family. He’s a great way to be able to test our main characters and for us to be able to look at how Aurora copes with having to become the same kind of warrior that Franz Faber has had to become in Season 3.

SM: If you’re enjoying the Aurora/Sabine/Faber triangle, you’re going to have a really fun season. Because we see much more of [Sabine] and, in fact, we have fun with tracking her evolution from being in some ways an innocent, overprotected young woman who hasn’t even considered the depths that her country’s going to to take on the destiny it feels it deserves. She has a journey from that to a person who has been forced to face the brutal truths of what’s going on around her and in her name. We’re going to meet the character of her father, who is an extremely high-ranking Nazi, and with whom she has a very, very strong bond of allegiance with . . . And the relationship between her and Aurora has sparks all the way through it. They become very intimate frenemies all the way until the very last scene, which I think is going to take people by surprise.

It sounds like Sabine’s father is going to be a major player this season. 
ME: Yeah, the real wild card in Season 3 is Obergruppenführer Ulrich Schmidt, who’s played by Morten Suurballe, the lead in the original Danish version of The Killing. He’s an extraordinary Danish actor, and we had to find an actor that could stand up to Torben Liebrecht, who is such a presence and a character who has at turns been villainous and very complex at the same time.

SM: [Schmidt] is a fully, fully committed Nazi. He believes fully in the entitlement of Germany to rule the world. But at the same time, he has another side as well, which is he’ll do anything for Sabine, his little protected child. He dotes on her, he does what he thinks is best, and it’s always out of a sense of love. This is the contradiction in him, that we see a truly dark side, which I think is very faithful to the beliefs, the literal Nazi beliefs, about human superiority over other humans.

Tom was killed in the Season 2 finale. How will everyone be coping with his loss in the Season 3 premiere? 
ME: I think we saw Neil (Warren Brown) and Harry (Connor Price) stand on the beach in Dieppe more or less exploding with the grief of Tom, and we were seeing Harry spiraling and becoming this much darker version of himself. Neil has lost his best friend. These two men, who are each in very different and desperate places, wind up turning towards each a little bit more, so we see a gathering bond between Harry and Neil. We see a friendship emerge. They’re both changed. I think we see a turn towards optimism for Harry, and we see a change in Neil’s mantra as well. He’s gone from being in Season 1 a soldier who wants to kill every German to seeing that Germans have a conscience on occasion, and I think he’s evolved to a point to where he’s no longer fighting a war based on ideology or trying to avenge people that he’s lost. He’s trying to protect everyone that still remains.

Is there anything else you can tease about Season 3? 
ME: There’s room for levity this season as well. And one of the things we talked about with the writers in the beginning when breaking the season was, ‘What haven’t we seen?’ And one of the things that we hadn’t seen is Alfred smile. We’ve never seen him have a normal moment, a happy time. And the actor, Jack Laskey, is such a warm, open-hearted, funny, charming man, and we wanted to be able to find opportunities for Alfred to exist outside of the constant sturm und drang of synesthesia and memory. Yes, he still fights his memory, and the burden of his memory continues to grow, but he also gets to feel what it’s like to kiss a girl a time or two. [laughs] Not to spoil too much.

SM: It’s funny, because when Aurora goes undercover, she has to do some of the darkest deeds she’s ever done, and when Alfred goes undercover as a Polish civilian, he gets a little, tiny microcosm of what it is to be normal, which he has never experienced. He’s never had a normal family around a table. He’s never had a simple meal with people having a laugh and playing games after dinner. So we get to see a lighter side of him as well.

Stephanie, directing has been a longtime goal of yours, and you directed the final two episodes of Season 3. Was the experience all you hoped it would be?
SM: I’m too close to the content to be able to answer that objectively. It was an extraordinary, terrifying, satisfying experience. It felt like everything [came together], like I’ve been acting since I was 12, and I’ve been writing for less than that, showrunning for less than that. So all of these experiences that have sort of piled onto each other have each given me a different angle on how to tell a story, from the first inception of Alfred and Aurora to the final the culmination of what their journey is. And directing felt like everything converging at once, everything paying off at once. Being able to talk to actors in a language they understand and being able to access the story we started developing so many months ago in a way that a guest director might not have been able to, it felt right. It felt satisfying. It felt…

ME: Scary?

SM: [laughs] Absolutely scary. Yeah! But I’m very proud of the work I was able to do surrounded by this incredible team. The actors gave so generously, and also the First AD (assistant director) and the DOP (director of photography) both became my water wings on the right and left side as I was thrown into the deep end. They kept me afloat. And this was based also on working with these folks for three years and knowing that they had my trust and I had their trust. There could not have possibly been a more supportive stage for me to take this first step onto in the final two episodes.

The idea for X Company evolved from your 2001 short film, Remembrance. How does it feel to have completed the project 15 years later? 
ME: It feels like we’re better equipped to tell that story than we would have been 15 years ago. We developed a feature film script, and every once in a while it mistakenly falls out of a drawer, and we have to avert our eyes from how horrible it is. So we’re very glad that we’ve been able to mature into telling a fairly complex serialized storyline that we wouldn’t have been able to in years past.

Now I have a real sense of, ‘What’s next?’ When you have something that’s been part of your life for 15 years, and you brought that story to its conclusion — that was the last drawer script that we had! [laughs] So it makes the future a little scary, but it makes it also liberating, and it feels good to know there’s a blank canvas waiting to be painted on again.

Do you have any idea what you’d like to paint on that canvas? After the back-to-back successes of Flashpoint and X Company, I know a lot of people are very interested in what you have planned next.
ME: I think we’re interested in shorter format serialized storytelling as our next project. So possibly something like a six-episode series, or four to eight. But there’s some really rich storytelling that can be done these days. There’s an appetite for challenging storylines, and we’d like to continue to evolve as the kind of writers who cut their teeth in very episodic procedural television to something that’s a little more serialized and sophisticated.

One last question about X Company. The show’s historical lessons are, unfortunately, still very relevant today. Is there anything in particular you hope viewers take away from the series, given the current political environment in the U.S. and elsewhere? 
ME: Hitler used to say, “Let’s make Germany great again.” It’s too easy to draw direct parallels between that regime and what’s happening in the United States, but I think you could watch X Company, and even if you just look past the parallels that exist now in ideology, if you look past the fact that here’s a man who in World War II rose to power because he nurtured a climate of fear,  of distrusting of your neighbor…

SM: Of scapegoating, hatred, how different we are from each other, how some people are naturally better than other people.

ME: You could look past all those things and just look at the images on the screen, and you will see images in Season 3 of X Company that you can also see on social media right now, on Facebook, Twitter, CNN. It’s disturbing. But I also hope that people can look at what our main characters are doing, which is they are getting involved, they’re getting invested, they’re standing up, they’re addressing injustice — they’re resisting.

X Company airs Wednesdays at 9 p.m. on CBC.

Images courtesy of CBC. 

Spoiler alert! Do not continue reading until you’ve watched X Company‘s season finale, “August 19th.”

War has its casualties, and unfortunately, the X Company team suffered a big one during Wednesday night’s episode. Tom Cummings (Dustin Milligan), the fast-talking former ad man, suffered a fatal fall from Dieppe’s cliffs while fighting off Germans alongside Neil and Harry. Pair that with Aurora and Alfred successfully (it seems) getting Franz Faber to turn against his own country, and X Company delivered a stunning season-ender.

We got co-creators Mark Ellis and Stephanie Morgenstern on the phone to talk about it—including some things viewers didn’t see—and where the show goes from here.

Stephanie, how did you and Mark come to the conclusion that Season 2 would cover a month-long period ending in Dieppe?
Stephanie Morgenstern: We knew from the beginning that we wanted to pick up the split-second we left off from Season 1, to have Alfred and Faber face to face finally and to have the entire team in disarray and the chaos of unforeseeable events landing on them. We wanted to start from a point of maximum disaster, so if we had fast-forwarded a couple of weeks in story time it really would have been a missed opportunity. It’s partly the way we like to write; when the events unfold almost in real-time it just feels like you hit the ground running and you don’t have time to inhale.

Let’s talk specifically about the season finale. Within the first few minutes, I was hoping Sabine and Faber would escape Germany.
Stephanie Morgenstern: One of the things about elaborating their story this season is that it really is a love story. It’s hard to imagine a more conflicted love story considering the secrets they’ve had to hold onto and I think if people are rooting for them not to be lined up and shot as traitors we’ve done something right. Obviously, we want a whole array of portraits of Germans. Some will be full-on bad guys and some will be conflicted and some will be complete innocents.

You had Alfred and Aurora kiss. Why did you decide to do that?
Stephanie Morgenstern: It’s something that we talked about for a long, long, long time and also, ‘If they do kiss, what is that like?’ Do we play it straight and let viewers think about what it feels like for a synesthetic man? I think what landed us in favour of finally having them kiss, after a lot of debate, was that I think everyone does want to see it happen. But at the same time we’re confident that it’s the opening of a can of worms rather than the resolution of anything. It’s the beginning of where you go from here and that’s something I think we’re going to have a lot of fun with in Season 3.

Mark, let’s talk about the decision to have Tom die. How did you come to that conclusion? Did Dustin Milligan ask to leave?
Mark Ellis: There’s a little bit of both. From the very first season, our network executives at CBC have pushed us to put our money where our mouth is when we say that the average like expectancy for an agent in the field is only six weeks. And we have tons of impossible gunfights where Germans die and none of our guys do. [Laughs.] So it felt in some way we needed to bring that authentic layer to the show. We wanted to push the characters that surrounded Tom to a new place that involved not only seeing the devastation at Dieppe but also losing someone close to them. It’s a great springboard for our other characters and will galvanize them, Neil especially, in Season 3.

It was a tremendously difficult discussion between the two of us and Dustin. He has family that live in the States and on the west coast, so I think that was part of the decision as well. But if we were ever going to kill a character, we wanted to create an arc that justified that death. We didn’t want a sudden exit. We had a great conversation all season long and even in the table read for that episode, to discover what those final moments would be for Tom. Dustin is a very sharp, very smart actor, and encouraged us to peel away his dialogue and final words and leave him with things unsaid.

So, you originally had lines for Tom on the beach?
Stephanie Morgenstern: Yeah, we did. We had a longer speech, and then we had a shorter speech and then a couple of lines and then nothing. It just seemed like that would be the most powerful statement to make. This is a life that should have continued, a breath that should have continued.

Mark Ellis: It underlines the agony for all of us, and for Harry and Neil especially.

Stephanie Morgenstern: But then we had the letter delivered to Camp X two days later and Krystina was able to share it with Sinclair.

Mark Ellis: We had a lot of debate over that as well as to whether we would hear Tom’s words in his voice as Krystina read the letter and we played with the sound mix a lot and decided this was the way to go.

Tom’s death was immediately followed by the young German soldier collecting the dog tags of his fallen comrades.
Stephanie Morgenstern: We’d known for awhile that this would be the breaking point for Harry, that he would take it out on this sort of doppelgänger of himself. We even gave him Harry glasses.

By the end of the episode Faber has presented himself to the team and offered his services. That was another shocking moment.
Mark Ellis: We wanted to marry the scene from earlier in the series where Faber is face-to-face with Alfred. We weren’t sure whether he would turn or not but we knew there would be a showdown. I don’t think we can know for sure whether he’s turned or not until we see things play out in Season 3.

Where do we go from here? What can you say about Season 3?
Mark Ellis: Whether Faber turns or not is the central question to Season 3. We’re interested in creating some great scenes with Sinclair and Faber. Hugh Dillon is such a great actor and he’s delivered a huge season for us and we want to keep pushing that role. But we should never feel certain that Faber is on our side.

Faber isn’t headed for Camp X?
Mark Ellis: He is staying in Europe.

Is Sinclair headed to Europe then?
Mark Ellis: I think it’s too much fun for him not to do that.

What’s the situation with Scuba Man? Will he be back?
Stephanie Morgenstern: We’re not done with Scuba Man. [Laughs.]

What about new characters?
Stephanie Morgenstern: Now that Faber is potentially on our side, we do need a major new threat and we have something up our sleeve that we’re very excited about.

Mark Ellis: There are two new characters that we’re imagining that are going to scare the pants off you.

What did you think of X Company‘s season finale? What do you want to see happen in Season 3? Comment below or via Twitter @tv_eh.