Marvel’s Agent Carter” spent its critically-acclaimed first season dealing with loss, sexism and spycraft against the backdrop of 1940s New York (albeit with a Marvel Cinematic Universe flair that also included villains from a shadowy organization called Leviathan and a vial of Captain America’s Super-Soldier enhanced blood), but in season two, the ABC drama is relocating much of its action to Los Angeles, where the glitz, glamour and grime of Hollywood take center stage.

According to star Hayley Atwell, the new setting allows for a lighter tone, but also positions the show to delve into the gender imbalance of the studio system at the time (a bias that’s still prevalent in the industry today) and the systemic racism of the period — a particularly timely plot given the current controversy brewing around the lack of diversity in this year’s Oscar nominations.

Below, Atwell tells Variety what’s new for her character in Peggy’s journey to the West Coast,  weighs Peggy’s post-Captain America romantic prospects and discusses the ongoing struggle for diversity in Hollywood.

How has Peggy changed since we last saw her?

There’s a couple of ways, I would say. The first one is there was a driving force behind everything that she did in season one, and that was the unresolved grief that she had for Captain America (Chris Evans), and so the whole season, the core of it, was based on this discovery of his blood, and then the final release of that, and closure for Peggy. So this season, she’s lived through the darkest moments of her grief and she’s more open to the world emotionally and romantically. I think that reflects in the fact that it’s in LA, so there’s a lightness, there’s a blue sky, and sunshine, and palm trees, and her clothes are lighter. In every possible way, the whole thing has just taken a different kind of tone.

And then within her openness is a lot more humor and more wit. She’s no longer having to fight the direct sexism that’s she coming across in the office at the SSR. She’s a little bit more respected, but then, of course, she’s going to come across new characters that she has to kind of remind of her status and authority and qualifications as an agent. So she’s still fighting that as she goes along, being a woman in a man’s world, but she’s doing it with a little bit more humor, and a little bit more tongue-in-cheek, and that naturally makes her more attractive… So she is attracting the attentions of two men this season, so she’s stuck in a little bit of a love triangle. But one thing that’s strengthened so much more this season is her relationship with Jarvis (James D’Arcy). It’s funny because I haven’t seen any of the episodes, so in my head I feel like every scene that Peggy had is with Jarvis because for me they are the most rewarding and fun scenes that I’ve done and so I might see the show and go, “Oh, actually the season wasn’t about that at all.” That’s where I have my heart — there’s a lot of fun to be had with Jarvis and I love the fun that we had with this, the humor of it all.

I met a lot of fans, I spoke to a lot of them, and even a lot of reviewers, and they love the Jarvis and Peggy dynamic and the showrunners, and the writers, and myself and James listened to that and we love doing it so much. The writers love writing Peggy and Jarvis; James and I love playing that dynamic, so that was kind of a no-brainer, really, that in this season we’d really put them at the center. The heart of it is certainly in their relationship and then also the relationship that Jarvis has with his wife, so there’s no shortage of Jarv in there.

One of the most interesting aspects of season one was the sweet chemistry that Peggy and Sousa (Enver Gjokaj) had, both being these slightly broken outsiders. Where do they stand in season two?

Without giving away too many spoilers, Peggy’s asked to go to LA and she refuses to go because she’s got far more important things to do. She wants to stay in New York and Thompson (Chad Michael Murray) — obviously someone that Peggy is not really fond of answering to — can only really get her out to LA if he’s told her that it’s actually Sousa who has called her out there, because he’s gone off ahead to open up the LA offices and to become the chief there. So that gives her a personal reason and a different agenda in order to take the mission and when she gets to LA, she hasn’t seen him since around the time when he asked her for a drink and she wasn’t quite ready, but there was definitely a spark there.

Nothing happened between them, so she hasn’t really seen him since that moment, so she walks in with this sense of, I think, hearts in her eyes, going, “Oh, it’s definitely going to happen now. He wants me here,” and within seconds, it’s completely shattered by the revelation that Thompson only said that to her to get her over there, and in fact Sousa just asked for anyone. He’s completely shocked to see her, because one of the reasons why he went to LA was actually to get away from her, because it was too painful. They just couldn’t get their s–t together to get together, so he kind of went, “Right, I’ve got to get out of there because I’ve got to move on with my life.” So he went to LA to move on with his life and Peggy has come out there to follow him and he doesn’t know what to do with himself. So you’ve again got this set-up for two incredibly awkward characters who are very fond of each other and who are clearly absolutely terrible in the romance department, as bad as each other, really. So that creates moments of very sweet, tender awkwardness and probably the audience laughing at them both at how ridiculous they’re being, but also then sets up part of the love triangle, which keeps the audience on their toes. You never really know what’s going to happen throughout the whole season.

The other third of that love triangle comes in the form of scientist Jason Wilkes (Reggie Austin). What draws Peggy to him?

Well, I think we can say from what we know of Peggy so far, in terms of her attraction to menm is that she loves the underdog. She loves people who have had to fight various forms of adversity and become self-made, because I think that suggests character and a kind of courage, which she admires. We also discover a little bit about her background — it’s a military background, her father and her brother — so she’s attracted to the hero. I think she sees in Wilkes someone who, given his race and given the time, the fact that he has been able to create this life for himself as an exceptional scientist in an environment where he had to really fight to win his place there, shows to her a strength of character that she can relate to, that she saw in Steve Rogers, that she sees in Sousa, as well, and that’s what interests her. And I think it’s helped by the fact that he’s really good looking. [Laughs.]

Wilkes’ introduction also allows the show to delve into the systemic racism of the time period. Did that feel like a natural progression for you and the producers, given that season one dealt with the sexism of the era?

It did. I think the starting point for that was, I need to check my facts, but as far as I’m aware, in the comics, Peggy had the first interracial kiss — and I was told that by various people from Marvel, so if that’s a lie, that’s their fault. So think that’s where it stems from. Given the fact that at the start of the first season she’s overcoming her grief for Steve Rogers, and we also know from her appearance in “Winter Soldier” that she went on to marry and have children — that suggests to the audience that she’s moved on; she finds true love.

So I think it makes sense that we have an African American man as a new potential love interest because, first of all, it’s in the comics, but secondly, I spoke to a lot of fans, especially on social media who really, really wanted more diversity in the second season and that’s something the showrunners felt was not only in answer to the fans, but also an absolute appropriate progression. Since the first season heavily focused on a woman in a man’s world, we’re now going into more diversity and we’re investigating different prejudices within this time and one of them absolutely would have been race, as we all know.

And without being political about it, it makes sense to us as a show that modern day audiences will want to relate to, and if you have a staunchly white male cast then it might be more accurate of the time, but it becomes less relatable to our audiences, especially when the Marvel world’s so diverse. We also had an African American writer that came on board, we had a female director who directed two of the episodes for the first time. We also had another female writer come on who is Asian — we’ve naturally found within the team that there was more diversity, and I’m not saying that out of it being positive discrimination, it just became a natural way that it developed. So I’m very pleased about that and I think it helps to answer the fans’ ongoing bickering about [wanting] more diversity and “turn Peggy into a lesbian.” We can’t do everything. We have to feel like we’re telling the story that feels we can really go somewhere with something, so this is what we’ve really held on to this season.

People tend to call out these big blockbuster franchises, especially in the superhero genre, for a lack of diverse leads, but that’s become less the case on the TV side, at least in the past couple of years — do you think TV is more hospitable when it comes to nuanced portrayals of gender and race, or is it more an issue of finances and how films get funded?

I think that’s a great question. It’s a very big question, because we’re talking about our culture, and our politics, and so many things about how society’s working and changing and morphing and struggling now. I feel like any kind of art form, even if it’s light entertainment such as this, across the board in any genre, it’s a reflection of what audiences want to see, what they relate to. I think the best kind of television, whatever genre it’s in, really reflects the universal themes that audiences can relate to and that’s why they keep coming back. In my experience, I can only say that… I’ve noticed in the last year or two a lot more people in positions of power are calling out Hollywood, and calling out movies and TV for more diversity. You have extraordinary speeches by Patricia Arquette about women being paid as much as men. You have Jennifer Lawrence in the Lenny Letter being shocked that she was paid less, and what I loved about that is it wasn’t “oh, poor me. I’m only earning this number of millions.” She was speaking out for the principle of it, which is if someone in a position of power such as her speaks out about it, then she’s raising the question for people who are earning a whole ton less than her, but still need to be getting the benefits that she’s getting. And then you have films like “Carol” coming out which explores the extraordinary, nuanced relationship between two women… Then you have brilliant people like Emma Watson being a UN ambassador and speaking so brilliantly about the HeForShe campaign.

I think slowly what’s seeming to happen is people in positions of power are speaking out. It’s starting to very slowly reflect on calling out when a film or a TV show is heavily biased to a particular sex and it also means that the audience is starting to want to see [female leads] a little bit more and has become more open-minded about having women in [what were] maybe previously considered male roles. I’m grateful to be part of that conversation. I’ve met a lot of fans in the Marvel Universe at conventions and what I do love about these fans is that they’re bloody outspoken. [Laughs.] They know what they like, and they’re very committed, and there’s something to be said for that, and they come up to me and they say, “How does it feel to be the founder of S.H.I.E.L.D. and the first female lead role on TV for Marvel” and stuff and it’s amazing because in my experience I feel quite gender-less.

I have have probably only experienced very subtle and subconscious sexism in the workplace, which is actually even more dangerous because it’s not a tap on the bum anymore. It’s slow putdowns that eat away a woman’s self esteem and before they know it, they don’t realize their value in the workplace or don’t want to be seen as bitchy or bossy, and that of course is a very sophisticated form of modern sexism. So I’m sure I’ve been a victim of that. So it is amazing to be able to play a character that’s having a positive effect and is part of the bigger conversation. I think what’s amazing about television and how much it’s changed in the last 10 years is you have incredible roles for women that have a much bigger arc to be nuanced, so you have Claire Danes in “Homeland,” you have Viola Davis, you have “The Good Wife,” these complex, and interesting, and damaged, and broken, contradictory, and hypocritical women that feel a lot more relatable and that’s kind of been my experience, so far.

Season 2 also features two nuanced female antagonists, Wynn Everett’s Whitney Frost (who Marvel Comics fans know as Madame Masque), and returning assassin Dottie Underwood (Bridget Regan). What are some of the specific challenges they pose to Peggy?

The thing that’s fascinating about both of these characters, Whitney Frost and Dottie Underwood, is that they’re both exceptionally powerful, but they’ve reversed and perverted their power for a force of evil. I think that in itself is a great exploration; people who have tremendous intelligence and skill and yet there’s something so deeply broken in them that they turn to the dark side … And because it’s two women, they’re kind of the reverse side of the coin for Peggy. There’s more equal footing between Peggy and them when she fights them both. She also knows how women’s minds work obviously more than she knows how men’s minds work… She can probably identify with their ambition, although hers is a more pure of heart, humanitarian one and theirs is an absolute drive for power and it’s deeply narcissistic. But what I think she has is, ultimately, a respect for the power, and the skill, and tenacity, and the sheer outrageous audacity and boldness of their moves, and it makes for a much more equal nemesis.

Whitney Frost was based on Hedy Lamarr, who many people know was one the reasons why now we have the Internet, who also happened to be a Hollywood movie star, and that’s amazing — how extraordinary. So I felt that casting this glamorous movie star in Whitney Frost — who is our villain, who is the genius mastermind — is completely plausible. Wynn Everett is a brilliant actress and she came to be someone who, over the course of the season, just became more and more invested in this character; she could cry on demand, and she threw herself into it with the brilliant portrayal of someone who’s so deeply narcissistic and so affected by their social status and so power hungry. That was a great nod and tongue-in-cheek prod at all the downfalls and all the trappings of Hollywood. So that was really fun to play and yet, of course, we’re a Hollywood franchise, and we’re part of the big machine, and yet we were poking fun at showing its dark side. So I had a great time in that respect.

And every time I’ve worked with Bridget Regan, she really ups my game. She sets the bar very high. She has the discipline of a dancer, so every time she comes in, she plays with the language as if it was a choreography and so her voice and intonation and inflection changes. As an actor working alongside her, you can see the choices that she’s making on every line, and how she chooses to change them on every take, and that’s just thrilling for me to watch, because I believe that you have this light entertainment genre in the form of “Agent Carter,” but we have brilliant actors who are investing a lot in it and raise the quality of it. So I think it means that the characters become more plausible and it’s easier to suspend disbelief when you’re dealing with crazy sci-fi gadgets — even I still don’t understand half the time what I’m talking about in those those science-y bits — and lots of exposition, and then you have great characters who can actually take that exposition, and take this genre of lighthearted sci-fi, and add a little bit of depth to it, and add a bit of skill to it and that just makes the whole thing so much more exciting to watch. The casting department did a fantastic job.

Marvel’s Agent Carter” premieres with a two-hour episode Tuesday, Jan. 19 at 9 p.m. on ABC.