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Mad Men: The Untold Oral History of the Pilot
How a show that had no reason to succeed changed the television game forever
The great irony of Mad Men is that, at least on paper, there's no reason the pilot episode -- let alone the entire series -- should have succeeded in the first place. It was based on a script that had been repeatedly passed on, written by a screenwriter who had never directed an episode of television, let alone acted as a showrunner. It was green-lit by a virtually unknown network that had to foot the production bill itself after not being able to secure a financial partner. Its cast members, including the leading man, were virtual unknowns. And its logline -- a period piece about advertising executives in New York in the 1960s -- raised one red flag after another about elements that would inevitably doom a TV show.
And yet, the creative minds behind Mad Men knew they had something special on their hands, and refused to let those factors stand in their way. Ten years after its debut, this is the story, in their own words, of how a pilot that barely got made in the first place created a seismic shift in the television landscape, started a cultural movement, and set the tone for what would go on to become one of the greatest shows of all time.
*responses have been edited for clarity and length
While working as a writer on The Sopranos, Matt Weiner was shopping his own pilot script around. Several networks had passed on the project before it arrived at AMC, which was trying to establish a scripted programming vertical in addition to the classic movies it had been known for.
Christina Wayne (former SVP of scripted programming, AMC): In February of 2005, I was hired by AMC to start their original programming department. That March or April, I was at a meeting in L.A. with this manager. I said, "We really want to make one-hour movies every week, very cinematic, compete with HBO, and do stuff that hasn't been done before. We're not opposed to period and we're not opposed to workplace dramas." He said, "Oh, I have the perfect script for you." He handed me Mad Men, with the caveat of, "Oh, by the way, it's been around for eight years and everyone's passed on it." I flew back to New York and I read it on the plane.
Alan Taylor (director): Frequently you get a script and there's, like, two scenes you're looking forward to and the rest are sort of OK. But this was one of those scripts where every scene felt necessary and precious.
Jon Hamm (Don Draper): It was a script unlike any I had really ever read, from a dramatic standpoint, from a world-building standpoint, as a piece of literature. It was just compelling. There wasn't anything like this. This guy was so deeply disturbed and broken in so many ways, and yet the façade was so perfect.
Wayne: I gave it to [director of original programming and development] Vlad [Wolynetz] and he was like, "This writing is phenomenal." So, we dove into deciding we wanted to make this. We reached out to Matt, and he just sat there looking at us like, "Who are these people and what the hell is AMC?"
The stars of Mad Men reveal their audition stories
Once AMC gave the go-ahead, many of Weiner's Sopranos colleagues, including Taylor, cinematographer Phil Abraham, and production designer Bob Shaw, were also enlisted to work on the new project.
Taylor: We were a bunch of people who all knew each other, who were doing something that we really loved. It was like the kids taking the toys and going away from the Sopranos machine. We got to make our own little thing.
Abraham: It was a very unique situation where this group of film people who had worked together for such a long time in such an intense way were all of a sudden doing a new project. We were an incredibly well-oiled, versatile machine with [the] need to communicate down to the bare minimum. We knew exactly how we worked together. That really, I think, was a great asset to the show.
Then the attention turned to casting. Weiner had very specific notions of what type of actors he wanted for the central roles and AMC, having never cast a pilot before, trusted his vision. Most of the eventual cast members came in after a very discouraging pilot season. (Read more of the cast's audition stories here.)
Kim Miscia (casting director): Traditional networks really want to be involved in every aspect of the casting process, and they have a lot of say over who you end up casting. On this, AMC trusted Matt's taste.
Beth Bowling (casting director): Matt really wanted fresh faces and people that audiences didn't have baggage with. And he really wanted to cast Americans to play Americans, even though it was sort of a trend to cast the hottest new Brit in your television show.
Rich Sommer (Harry Crane): It was during a particularly terrible pilot season for me. I had had zero callbacks out of like 35 or so auditions that year. At the time, my wife would read scripts ahead of time for me. She read this one and said, "Ooh, this is maybe the best one this year. I was like, "Oh, well, what's the point?" I was so defeated. And I read it, and of course it was the best script of the season.
Christina Hendricks (Joan Holloway): I was exhausted by pilot season. It was one of a million auditions, but there were a lot of actors in town talking about the script, because it was so different. We didn't have to do network tests and things like that, because we were [AMC's] first show, so they didn't have a precedent for that. Normally you have to go into a room with 20 executives all staring you down.
Bryan Batt (Sal Romano): If I had to do the typical television audition route, where you go back and back and then you go before network, I don't know if I would have been cast, in retrospect.
Sommer: At the callback I accidentally called Matt Weiner "Alan" and Alan Taylor "Matt." And I was like, well, that just completely seals the deal. Let's just move on with our lives. I was not first choice for Harry Crane. The guy who was the first choice turned it down, because he was doing a play at the time. So, they called me about two hours before the table read and said, "Congrats, you got it. Can you be here in two hours?" And I said, "Yep. I'm super-unemployed, so I will be there."
Bowling: When we were casting it, we were told the phone operators were going to be bigger roles in the series. I was really excited about casting Kristen Schaal in one of those roles, because she was so quirky and hard to cast at that time. I thought, oh my gosh, this is the perfect role for her. And then, those girls didn't end up going to series like the original plan.
See exclusive behind-the-scene photos from the Mad Men pilot
Shooting on the Mad Men pilot began on April 20, 2006 in New York, during a hiatus in The Sopranos' final season. The pilot opens with a view of the back of Don's head. The image, echoed in the show's opening credits, would go on to become an iconic representation of the show.
Abraham: There's a sense of mystery about Don Draper and who he is. That's established right from the very first shot. Introducing your lead character from behind is a statement in and of itself.
Taylor: I was excited about starting on the back of Don Draper's head, because once we cast Jon Hamm, he's this perfect male silhouette. It makes you curious, makes you want to know more. Getting inside [Don's] head was sort of the long-term project of the show.
Much of the episode takes place in the central workplace, advertising firm Sterling Cooper, where Don and his boss Roger Sterling prepare for two client meetings: one with the folks from Lucky Strike cigarettes and one with Rachel Menken, who is looking to market her Jewish family's department store to a more upscale clientele. Meanwhile, office manager Joan Holloway shows Don's new secretary Peggy Olson the ropes on her first day. The office scenes in the pilot were filmed in an actual vacant office space in a building on Lexington Avenue.
Taylor: We couldn't build any [sets]. We had to do almost everything on location. Bob Shaw did a great job of taking an empty floor of an office building and turning it into our office. It's a tiny space. We kept walking Joan and Peggy through the same stretch of office and making it look like they were covering more ground.
Hendricks: We did sort of circle around a little bit. I remember the exact size of the room, and it wasn't very big. I remember walking [Peggy] through when the two Jo(h)ns walk by, Slattery and Hamm, and I remember saying, "Hello, Mr. Sterling." It came out much more flirtatious than I imagined, and I think that turned into what the relationship eventually became. In a certain amount of time, Joan reveals that she's the queen bee. She's open about talking about sexuality to a stranger. She reveals that she has slept with someone who walks by her in the office. She knows how to manipulate and demand respect from the other employees. Because Matt's writing is so beautiful, I had all of that information in two scenes.
Weiner had wanted to direct the pilot, but was prevented from doing so by the AMC executives, who wanted him to focus all his attentions on being a first-time showrunner. However, the specificity of his vision never wavered.
Wayne: He was literally standing next to Alan Taylor going, "Could you move it down more?" Like, on his case.
Batt: Matt was just like a kid in a candy shop. He was so passionate and so happy. It was his baby come to life.
Maggie Siff (Rachel Menken): Matt is kind of a micromanager, but that pilot and the whole series, he was so intimate with every piece of it. When he would pop out from behind a camera and say, "That was amazing, we got it," you felt this huge wave of relief and this real feeling of accomplishment.
Period costumes helped the actors transform into their characters.
Lisa Padovani (assistant costume designer): [Matt] knew exactly what he wanted. There was no wishy-washiness about it. And he was like, "And here's 10 dollars." We didn't have the budget to make suits. So we got some really beautiful rentals.
Aaron Staton (Ken Cosgrove): At that point, I don't think I owned one single suit, so I had nothing to compare it to. I barely could tie a tie.
Hendricks: We were in these costumes that we weren't used to wearing, and everything felt different. I remember the undergarments being uncomfortable and a revelation. People wore these every day? That was something that I think all of us were talking about. And I remember I really didn't like my hairstyle. I thought it was too tight and flat. I mentioned it to my manager, who then mentioned it to Matt, and Matt said, "I will never let you look bad on screen." And then I had that same hairdo for 10 years. [Laughs] I liked it better as we went along, but I still don't really like my hair from the pilot.
Siff: That purple suit that I wore in the boardroom, I remember the first time they put the suit on me and did my hair and put the lipstick on me, I looked in the mirror and I was like, I look like my grandmother. That was really exciting.
The first episode also introduces us to other employees at Sterling Cooper, including a rowdy group of junior executives -- unnamed characters at this point -- who leer at Peggy in the elevator.
Michael Gladis (Paul Kinsey): Originally my character's name was Dick, but they never say my name in the pilot. Obviously they wanted to use the name "Dick" for [Don's real identity] Dick Whitman. I had to audition all over again to play Paul Kinsey, once I was in L.A. for the job.
Sommer: Those scenes where we had to be really despicable were never particularly fun. When you'd read the script, you would think, ugh, that's not going to be a fun day at work. It seems like it should be fun, to roll around in the muck for a minute. But the work you had to do to make sure that [other] person understood that you hated it as much as they did was never easy. I always think of that elevator scene. But it's a story that I felt needed to be told, and certainly those scenes are relatable to a wide section of the population.
Siff: Every place I looked, I found another pocket of actors who were doing a brilliant job at embodying that historical moment of misogyny and anti-Semitism and discomfort.
Gladis: If you go back and watch the pilot, and you watch our elevator scene where we're being creeps to Peggy, when the elevator doors open and all of us start to file out the elevator doors, Rich Sommer turns to his left and walks out the side of the elevator because he thought they had already cut. [Laughs]
Sommer: I certainly wish that had not made it into the show. It was one of my first lessons in never stopping acting until the director calls "cut."
On set, the actors' excitement about the material was tempered by the near-universal belief that the show wouldn't go to series.
Hamm: We shot the pilot in 10 days, and for me it was an awful lot of heavy lifting, but it was an incredible experience. Our pride in the material and our love for the show really started with how proud and how carefully Matt treated not just the pilot, but then moving forward. He totally engendered this real sense of, we're doing something that we all think is great, so let's all really treat it that way. It was just a curious thing that we were wildly proud of.
Taylor: At the time, I just felt like we were making a wonderful little movie, and I was grateful that I got to help set the look of this wonderful little movie. But I didn't have any faith that it was going to get picked up and move on.
Gladis: I was waiting tables, and I remember taking a week off from work to shoot the pilot. Everyone was so happy for me and I pooh-poohed it. I was like, "Listen, it's on AMC. All they show is pan-and-scan movies. They've never done an original show. It's period. The writing is almost too good. There's no way this is going anywhere."
January Jones (Betty Draper): When something's really smart or special or different, it often doesn't get put to air because people don't want to take those risks. There were just so many things against it in my mind. I just kind of looked at it as like a little part in a short film or movie. Now there's so much good, original, interesting, weird, risk-taking content on television. But I didn't trust the system back then.
The cast members fostered an immediate sense of camaraderie with and mutual respect for their new colleagues, even as some of the characters were tasked with reflecting the sexist, racist and anti-Semitic attitudes of the time.
Hamm: I didn't know really anybody on the show. I might have met John Slattery once, in passing, and I think I had met Christina once in an audition or something. And I just thought, everybody's so good.
Pete Campbell's bachelor party, which was filmed at The Slipper Room in New York City, gave new meaning to the title of the episode, "Smoke Gets in Your Eyes."
Batt: I remember learning quickly that when you have to drink or eat anything, be careful. In the scene when we're sitting around the strip bar with Pete, every time I ate that cherry. I don't know how many cherries I ate out of my Manhattan. I was going to turn into a maraschino cherry.
Gladis: The OSHA rules hadn't been passed in New York yet, and we were allowed to smoke real cigarettes on set. I was already a pack-a-day smoker, close to it, so when they came around with the fake cigarettes I was like, "No, f--- those. Give me the real ones." And I remember Matt Weiner specifically warning us, saying, "Guys, don't smoke real cigarettes, because you're going to get sick." I'm thinking to myself, I've been smoking since I was 13 years old, buddy. You don't need to tell me about smoking. By the time we got halfway through the shooting day, we were running outside as soon as they called "cut" just to gasp and fill our lungs with fresh air. I think we were all some sort of translucent shade of green, and just shaking with nicotine overdose.
Sommer: I had a pack, probably more. And boy oh boy, I was not feeling great that night.
Staton: I'm not a smoker, but for whatever reason I was like, "I really want to take it seriously. I'm going to smoke an actual cigarette here," as if somehow people would see the consistency of the smoke. And I was so ill. Just so ill. I was like, what am I thinking? Why? And then I watched it, and I don't even think you ever see me [smoking]. The camera cuts away every time I had a cigarette.
Hamm: I did not smoke real cigarettes. I smoked fake ones the whole time. That's a rookie mistake, by the way.
After so many auditions, Jon Hamm knew the script cold. Don Draper's off-the-cuff Lucky Strike pitch saves the account, and later he's tasked by Roger to "smooth things over" with Rachel Menken, whom he insulted in their earlier meeting.
Hamm: I knew [the scenes] all backwards and forwards. The very first day, first shot, first setup, was a walk and talk with myself and Roger, and it's this two-and-a-half page scene where I have to take off my shirt and tie, unwrap a new shirt, put my shirt back on and retie my tie, and put two Alka Seltzer in the thing and have this whole conversation with Roger, where he's talking and talking, miss a button so he can say "You missed a button," and this whole long rigmarole, all this crazy business. And I just did it, like, 12 times. The other people were like, "Who are you?"
Batt: Throughout the filming of the show, from Day 1 until my last episode, Jon had these soliloquies that were very long, very specific, and he was word perfect. I don't know how he did it. Everybody slips up. You start smiling and you just can't get back on track. I think he slipped up once. Lizzie Moss turns to me and goes, "He's human. Thank God he's human."
Taylor: [The scene with Don and Rachel in the restaurant] was the hardest scene I think to do, but by the time he did it, he had to just do it once, basically, because it was one of the main audition pieces he had to do. He really was in the zone.
Siff: I remember the day of shooting that scene, Jon and I both discussing about how much we had had to audition to get the f---ing role. [Laughs] We were both pretty nervous about that scene, because it felt very significant. As an actor, when you have to work so hard to get something, there's a way in which it feels very hard-won, and like you earned it. And then there's another way in which you're like, I have been asked to prove myself so many times. When can I just relax and be the character? My sense of that day was that we were both in that place.
Hamm: There was a lot of, "Are we doing good? Did we do this right?" I'm sure it was similar for Maggie too. Don's relationship to Rachel Menken was always one of my favorite relationships on the show.
Taylor: The bar that opens the episode is the front room of a bar in Harlem, and the restaurant where Don meets Rachel is the back room of the bar. We just changed some upholstery and tried not to show that you were in the exact same place. And the waiter that serves Don and Rachel's drinks was our assistant director, who was also from Sopranos.
Despite the pilot's lush visuals, it was made on a shoestring budget.
Taylor: We were so running out of money that by the time we're getting to the end of the shoot, there's a shot of Don Draper taking the train home. The entire set is one piece of glass. We hung up a black curtain behind him... We had some extras walk by, we put a piece of glass between him and the camera, and put some rain on it.
Hamm: Creativity is borne out of necessity. If you don't have a lot of money, you've got to get creative. We had to get very creative, because we didn't have a lot of money, and not a lot of time.
The final scene reveals that brooding playboy Don lives in the suburbs with his wife Betty and their two children. Jones and Hamm had not met prior to the day they filmed their one scene together.
Jones: It was pretty easy for me. I was, like, lying in a bed and had one line. That was what worried me about the character. I just wanted to make sure that I wasn't going to get tied down to a contract and have nothing to do or say. But Matt promised me that Betty and Don's domestic life were going to be a big part of the show.
Taylor: When he walks in and puts his hands on his two children, his daughter in that episode was played by my daughter, who was 5 at the time. She's the one facing camera, because she was my daughter. [Laughs] Then the show moved to L.A., so Kiernan Shipka took over.
Hamm: It's a very lovely way to end the show because of all that we've seen preceding it. That was the last day of the shoot. January had just flown in, and I was actually taking a nap in one of the rooms and I woke up and she was there. And I go, "Oh, hi, who are you?" And she goes, "I'm January. I think I play your wife."
Jones: I'd never seen him before, heard of him, anything. I remember being struck that he was super-handsome and charming and really nice. He just seemed fatigued, because it was the last day of filming and I guess they'd had some majorly long hours. And then I didn't see him again until I ran into him at some party at an art gallery a few months after, and he came up to me and I literally had to be reintroduced. He was like, "Hey." I was like, "Hi, nice to meet you." He had these glasses on. He was wearing a blazer. He looked like some Clark Kent, hot professor guy. And I'm like, "Who are you? Do I know you?" He's like, "Yeah, I'm ... your husband." I was like, "Oh my god."
That final reveal sets the scene for the series: Don is a man who has secrets.
Taylor: The curveball is not, oh my gosh, your leading man has a dark other side. Finding out that he has a perfectly normal life is the perverse twist that you're not expecting. It's a brilliant reversal.
Hendricks: It's a great reveal. I went [to a screening of the pilot] with my mom and my best friend, and as we walked out, I said, "So, what did you think? Was it boring?" And my mom said, "Well, I don't like the end that he was cheating on his wife." [Laughs] I was like, "Well, then you're not gonna like this show." She loved the show, but she was shocked by that moment.
Taylor: The one time Matt and I got into a disagreement was about how to frame the final shot. We both wanted to pull away from the house. I wanted to pull away one way. He wanted to pull away a different way. We shot it both ways.
Abraham: I remember saying, "That's not really a shot, Matt. I don't understand it. Explain it to me." There was a lot of back and forth. It was our last day of shooting, so we were probably all fried. We did it one way, and then we did it Matt's way. And that's the shot that's in the show. It's a really excellent shot. As you track away from it, it lends to, like, a further mystery.
Once filming had wrapped in May 2006, the cast and crew went back to their old lives without knowing whether the pilot would be picked up to series, or even see the light of day.
Hamm: We shot it in April, and then it was like, "OK, now we're all unemployed again. See you later? Maybe?"
Hendricks: I had always wanted to be a florist, so in that time I went over to Rita Flora and worked there for a little bit. People would be like, "Oh, are you working on something?" I would be like, "Well, I'm kind of on this show. It's called Mad Men." And people would go, "Mad Money?" And I'd go, "No, it's called Mad Men. But I don't really know what's going on." Everyone just felt bad for me. It was a strange time.
Jones: I flew into New York for one day to do my little scene with Jon Hamm, and then I didn't hear about it again. So I'd completely forgotten about it when my agent said it was picked up.
Siff: When the pilot was over it was like, what a beautiful, rich, complicated, ugly world that was. We need to go back there. I remember there being a wrap party and everybody feeling pretty confident that it would probably happen at some point. But then there was this big long delay.
Wayne: At the wrap party, I gave a little speech thanking everybody and just saying how special and wonderful this was. And I accidentally said, "Here's to making this series..." And I remember Rob [Sorcher], who ran the channel, just looked at me and he's like, "Yeah, f--- it! Here's to the series." And the whole room erupted, like, "Yeah!" Everybody started clapping and they were like, "Does that mean we're going?"
Staton: As actors, I feel like we're trained to sort of not get our hopes up, especially when something seems good.
Gladis: Rich, Aaron and I would go down to Fat Cat Billiards in the Village and listen to jazz and play pool, and we would kind of dream. Like, what if this goes? And what if we go with it? The only other people on earth that knew what we were going through were each other, so it was kind of great to have each other to bite our fingernails with.
Hendricks: I do remember the guys sort of being like, "Wow, gosh, if this goes, we're going to be in Los Angeles and I'm going to have to get an apartment in L.A., and I'm going to have to give up my place." And I was like, "Slow your roll, guys. This pilot's not getting picked up. I've done this a couple times, and this one's not going." [Laughs] I was the naysayer. But they were all very positive.
With the edited pilot in hand, AMC finally landed Lionsgate as a studio partner. On Aug. 11, 2006, the network announced that it had green-lit an entire season of Mad Men, and that production would begin in L.A. the following year.
Hamm: I finally saw the pilot at some point maybe in the summertime, in L.A. Matt had a rough cut of it. I was like, oh my gosh, this is, like, a show! It works! When I read the second episode and it was just as good as the first I thought, OK, we're in for something great here.
Hendricks: I knew that we had to wait a little bit, but I just wanted to start working. So I just started thinking, like, "What kind of music would this woman listen to?" And I would research hits of the time, just trying to, like, do any kind of homework I could. I called Matt and I said, "What can I read?" And he said, "Read Helen Gurley Brown," and gave me some different authors for tone and things like that. I was so excited. I just wanted to create her.
Staton: I did a play reading at one point with Elisabeth, just randomly, in between the time that we shot the pilot and we were filming the season. It was like, "Oh, hi, what have you heard?" She was like, "It's filming in LA." "Oh, OK, that's good. We're gonna move to L.A."
Mad Men premiered on AMC on July 19, 2007. But no one had any idea it would grow into the cultural force that it did.
Hamm: Looking back, I had a pretty great time shooting that pilot, because I think it was the beginning of something. We didn't know what it was going to be, but it felt special.
Taylor: I have to say, I didn't understand at the time -- I don't think a lot of us who did the pilot understood -- the ambition that Matt had of where to go with it. I think a lot of us thought it was a cool story set in a cool year and maybe every week, we'll solve an advertising case. [Laughs] But later it became apparent that he was kind of taking on the collapse of the American empire and had some very big fish to fry.
Batt: It was just such a charmed, magical experience. A day doesn't go by when someone recognizes me and says how much they loved the show and loved the character. It was just one of these once in a lifetime experiences. And we had no idea what it would become.
Sommer: I think of the show in some way every single day, and I imagine I will forever. I will hopefully have other jobs and I will hopefully have other relationships that feel like those relationships, but it will never be quite like that was, where it was a handful of people that nobody had ever really heard of, and we all sort of hit the ground running in a very strange way.
Abraham: Anyone who would have said, this is going to be the single greatest cultural sensation of its time, it would be like, what? Crazy talk. We did this as a passion project for Matt and it became a bit of a passion project for all of us, because we all loved it. It's kind of an unbelievable achievement.
Padovani: I might as well be honest. We really didn't think anybody would care. I was really shocked. I thought, what kind of life does this have? But it created a bit of a revolution. It was kind of amazing. It just shows, you think you're smart about trends and whatever? You never know. I mean, people were having parties, every Sunday night, dressing up, having cocktails, to watch the show together.
Jones: It really opened the door for so many different things, and for people to trust audiences again. Audiences want to watch smart stuff.
Collier: I recall a moment where the New York Times referred to a "Draper-esque" moment, and they didn't in parentheses explain it. And it was early in the season, well before it was a ratings success. I realized that culturally, it was finally on its way.
Wayne: The first summer that Mad Men aired, it was on the cover of Rolling Stone. It was on the cover of Time. It was on the cover of every major magazine, the cast, as if they were rock stars. I remember thinking, enjoy this now. This will never happen again. And I don't think it ever will.
(Elisabeth Moss, John Slattery, Vincent Kartheiser and Matthew Weiner were unavailable to participate in the story.)