Top Chef's Padma Lakshmi and Tom Colicchio were shot exclusively for TV Guide Magazine on November 15 at Johnny Rockets diner on Third Avenue in Manhattan. Passersby gawked through the windows.

Padma Lakshmi's hair and makeup were inspired by both '40s movie vixen Veronica Lake and the pinup girls drawn by Alberto Vargas for Esquire and other magazines in the 1940s.

Tom Colicchio brought his own white shirt from his restaurant, Craft, but didn't want to wear a cap because he said, "it would make me look like a soda jerk" rather than a short-order cook.

Tom Colicchio had to leave the shoot immediately after it ended because he was expecting a phone call from First Lady Michelle Obama about a project they're working on together to improve nutrition for America's children.

The jukebox at Johnny Rockets provided the soundtrack for the shoot — '60s hits like Sam Cooke's "Cupid" and Neil Sedaka's "Calendar Girl."

Padma Lakshmi brought along a posse of makeup, hair and wardrobe assistants while Tom Colicchio rolled solo. "I need to get a bigger entourage," he joked.

Padma Lakshmi and Tom Colicchio unwind between takes. "I love diners and I love diner food, so I was excited to do the shoot and thought it was a good idea," Lakshmi said.

Padma Lakshmi ate a veggie burger during a break while some Johnny Rockets staffers fixed fresh strawberry milkshakes for the shoot.

Tom Colicchio put whipped cream on Padma Lakshmi's nose near the end of the shoot and jokingly referred to it as "the money shot."