Last season, FX's "Justified" introduced an instant classic villain in Margo Martindale's Mags Bennett, a hillbilly crime lord whose folksy maternal warmth masked a ruthless, indomitable mind. Mags made the show's second season a creative triumph, but she also left some enormous shoes to fill. And with the show's third season, which debuts tonight at 10, "Justified" producer Graham Yost has reasonably decided that the only way to replace Mags is by going with quantity over quality.
 
Which isn't to say that the new rogues gallery for 21st century gunslinger Raylan Givens (Timothy Olyphant) is a snore. We still have Walton Goggins around to give his mesmerizing performance as Raylan's silppery nemesis Boyd Crowder, Jeremy Davies returns as Mags' twitchy and entitled son Dickie, and Jere Burns gets more to do as Wynn Duffy, cold middle manager for the Dixie Mafia. Beyond them, we have new additions in Neal McDonough as Wynn's slick new boss and Mykelti Williamson(*) as the chilling leader of a black community who has family history with Raylan, Boyd and Dickie.
 
(*)McDonough and Williamson gave two of the more memorable performances on Yost's short-lived NBC cop drama "Boomtown," and McDonough also made an impression as shell-shocked Buck Compton in "Band of Brothers," which Yost wrote for. Like most TV producers, Yost is fond of recycling actors who've done well for him in the past, and it's paid great dividends on this show.
 
Other than Boyd, I don't know that any one of them is individually as compelling a character as Mags was, but they're all strong in different ways. And when you add them all together and bounce different factions against each other, you get a show that is far from dull.
 
In fact, watching the first four episodes of this new season, there were moments where it almost felt like Raylan had become just another member of the ensemble, and that's a good thing. Olyphant is fantastic as the U.S. Marshal with the itchy trigger finger, but there are plenty of shows on television that have a great central character surrounded by cardboard cut-outs. Where something like "Dexter" flails about whenever Michael C. Hall isn't on the screen, "Justified" has found a way to be just as strong when the focus turns to any of the bad guys (or to Nick Searcy as Raylan's oft-frustrated boss Art Mullen) as it is when Raylan is wandering into a room and warning someone what will happen if he has to pull his gun.
 
And because Raylan was created by the great Elmore Leonard(**), he's defined as much by his brains as his toughness - as are the various bad guys he'll have to deal with this season. Both Raylan and Boyd begin the season diminished in some way - Raylan still recovering from a gunshot wound from last season's finale, Boyd struggling to rebuild his family's criminal empire from the ground up - yet they're able to thrive from positions of weakness because they are able to quickly identify all the angles of any situation they walk into.
 
(**) Fans of Leonard adaptations will get a treat in the second episode, which guest stars Carla Gugino as a thinly-disguised Karen Sisco, the character she played in the brilliant-but-canceled ABC drama of the same name (and that J-Lo played in "Out of Sight").
 
As in show's first two seasons, these early episodes play as a preamble. Raylan and his fellow Marshals work cases, some tied to what Boyd and company are up to back in Harlan County, some not, while the various criminal factions clash and scheme and realign for whatever's coming down the road. And the sheer number of colorful characters maneuvering keeps things lively.
 
Of our two new heavies, McDonough gets to be polished and Williamson rough. As he did with a memorable cameo at the end of FX's late, great "Terriers," McDonough shows just how dangerous a soft-spoken man in a tailored suit can appear - particularly when this man has his own skills with a gun. Williamson's Mr. Limehouse is pitched larger and louder, with an accent, bad teeth and a penchant for telling unsettling stories of the bad old days in his particular hollow. Both are superb.
 
The writing and acting that went into Mags Bennett gave the second season a kind of Southern Gothic grandeur that the two newcomers may not be able to match. But watching them run up against Raylan and Boyd and Dickie and everyone else early in season three was an awful lot of fun. I'll take that for now, and we'll see if there's some epic tragedy coming on down the line.
 
Alan Sepinwall may be reached at sepinwall@hitfix.com