Succession actor Harriet Walter still feels terrible about what her character, Caroline, said to Shiv (Sarah Snook) in season three. Playing Shiv’s cold-mannered mother—the same one who greeted guests at Shiv and Tom’s wedding by asking, “How long do you give it?”—Walter told Shiv, “Some people just aren’t made to be mothers.” Granted, this was long before Shiv became pregnant with Tom’s (Matthew Macfadyen) child—but Caroline did not stop with that dagger.

“I more or less say, ‘I shouldn’t have had children. I should have had dogs,” Walter says, wincing at the acid remark during a Zoom with VF on Wednesday. Separating herself from her character, she says, “Harriet feels very tender towards that and very sorry for that.” 

Caroline, however, does not. In Succession’s penultimate episode, “Church and State,” the Roy children have a typically awkward reunion with their English aristocrat mother at Logan’s VIP funeral. Though Shiv’s pregnancy is not yet noticeable to viewers or other funeral guests, Caroline takes one look at her daughter’s midsection and intuitively knows Shiv is expecting. She stammers a few frigid syllables of shock and surprise—“You’re not…”—until Shiv ends the incredibly awkward interaction with a “thank you.”

“I think Caroline’s always a bit nervous of Shiv,” Walter says, explaining that she thinks the reaction was part terror: “You’re going to want me to babysit and be a wonderful grandmother, and I don’t think I can be. Here it all comes again. It’s a challenge to my own emotional emptiness.” She credits some of the discomfort to being caught off guard: “She’s slightly, nervously, ‘Is it, isn’t it’—it’s not the time and place to go into it. But she’s also feeling quite hurt that she wasn’t told.”

The actor says that she and Snook filmed a scene for an earlier episode that ended up being cut in which Shiv tries to tell Caroline the news over FaceTime but “doesn’t get very far.” Though Caroline has unquestionably hurt her children—see every one-liner delivered by Caroline and her third-season-finale betrayal—pain is a high-traffic two-way expressway in the Roy family. And Caroline’s feelings are bruised. “There’s quite a lot of hurt in Caroline, and the way she deals with it is to hurt back,” Walter says, encapsulating the entire Roy family’s toxic love language. “I think, deep down, she’s got much more love…she’s just frightened of showing it.”

Though the character—like most in the ensemble—hasn’t gotten much of a backstory on the series, the Olivier Award–winning actress has used series creator Jesse Armstrong’s script clues as a framework to build her own origin story for Caroline that partially explains her distance.

“I think she met Logan at a party, was turned on by his wealth, by his flirtation,” Walter explains. “He liked her, and she thought, ‘This is different.’ This is a guy who’s pulled himself up by his bootstraps. He’s not an inherited aristocrat like [Caroline’s] been used to. ‘This is interesting.’ And then, bang, she’s pregnant. I’m imagining she was in that family for 10 years, and Logan was having an affair with the woman who [Caroline] brings into the pew [in the episode]. She was probably having affairs as well. She was probably doing drugs—coke and stuff.”

“She had three children by him,” says Walter, explaining that Caroline was cast out of the family in the tradition of other high-powered families where the husbands claim custody. “In the Getty family, the men got custody of the children. Diana Spencer’s mother was thrust out of the family. So, [Caroline] got her fingers burnt, she misbehaved, whatever it was, and she’s out. She’s picked up and got another life in England. She’s kept out of the picture a lot.”

“She’s got her vote on the board,” the actor continues. “She’s keeping a string [attached to them]. But has she ever allowed herself to be emotionally involved with them? She hasn’t. And that’s the defense mechanism, I would argue, because there isn’t much space for her to maneuver in [the rest of the family]. That’s not being a good mother—a good mother is supposed to be there whether they want her or not. She’s supposed to take the kicks, be rejected, but say, ‘I’m coming back.’ And she doesn’t do that. In that sense, she’s not a good mother. I think she didn’t have good parenting herself.”

Walter gets a lot of feedback from Succession viewers who partially blame Caroline for destroying her children: “Oh, you’re the worst mother in the world,” “You’re such a rotten mother,” “We love to hate you,” she says, rattling off the unflattering responses. “But I think she’s more complicated than that. I think, if you really hate children, you don’t have three of them. If you really hate your marriage, you get out of. I think she wants to be something she just can’t be. I think of it as something much more complicated than perhaps comes across.”

Walter’s character is an absolute insult MVP on a series packed with insult MVPs. During Shiv’s wedding weekend, Caroline reassured her daughter, “It’s quite good, your being the second-most important person at your wedding. Takes the pressure off.” Upon meeting Tom, her future son-in-law, she called him “plausible.” In the same episode, where Kendall nearly drowns in a pool, Caroline greets her eldest son by dinging his buzz cut: “Have you just come back from the front?”

Beneath these savage burns, Walter insists that Caroline “does feel great affection for” her children. “But it doesn’t last very long. She just doesn’t have an attention span. She’s also got a very small threshold for boredom. She likes to stir things up. If she’s in a social situation, she’ll make it more fun…. She goes into these situations, and she’d love it if her children loved her or trusted her or confided in her, but you have to earn that. And she didn’t earn it. ”

Surprisingly, Caroline shows genuine warmth during this episode—uncharacteristic for both the series as a whole and for her fire-breathing character. Before Logan’s funeral begins, Caroline seeks out Logan’s assistant/mistress Kerry (Zoe Winters), who was last seen being cruelly kicked out of the Roy penthouse by Marcia (Hiam Abass). Rather than ejecting Kerry or humiliate her for sport, Caroline introduces her to a former mistress of Logan’s named Sally-Anne, and brings both women to the front pew of the church to sit with her and Marcia. 

Speaking about the scene, Walter says it made sense why her character might suddenly show softness. “Wherever things ended up in a relationship when somebody dies, you tend to go back to the good times,” she says. “He is the father of her children, and there is grief there. There has to be. Her children are grieving, but she’s not going to be the shoulder they need to cry on. She looks around the room and sees all these rivals and people who’ve been messed about by this one guy, and they’ve got this in common. And perhaps, we [women] feel the same thing about this guy—we are the only people in the room who’ve had that particular experience. So, let’s get together.”

As Caroline directs the women into the front pew, she tells the women, “It’s all water under the bridge now.” Marcia follows suit by joking that at least Logan won’t be grinding his teeth that evening. 

“It’s like Caroline’s given them permission to be light about it—not light as in dismissive, but acknowledging that there’s a sisterhood of this poor tribe of women who’ve gone through this particular experience,” Walter says. “And then, we notice Kerry’s upset, and that’s a bit surprising, but I think she’s melting because somebody’s being kind to her.”

When she read the scene, Walter knew that she could have played the sequence a few ways—one of which with Caroline being “sort of malicious” and crowding the women together as some twisted game.

“But I did actually say to the director that I’d have grief for Logan if I were Caroline,” she says. “They’ve been parents together. It’s hard for people to picture that because they know the older version [of these characters]. So, I thought, ‘I’ll play it this way.’ It’s also in Caroline’s character to just sort of be like, ‘Let’s get together, for heaven’s sakes. What’s it all about? Let’s move on.’”