Mad Men: Behind the Scenes of the Pilot -- See Pics

See what it was like behind the scenes of the Mad Men pilot, including never-before-seen photos from the cast members' personal collections.

Creator Matt Weiner (l) and director Alan Taylor (r) in the actual office building that served as the setting for the Sterling Cooper offices in the pilot.

"My downtown bohemian paramour" is how Jon Hamm describes Midge, the first love interest of Don Draper's we meet, who designs greeting cards for a living. Midge's apartment -- a "beautiful loft on 57th Street," according to Hamm -- was also the location for the hallway outside Peggy's "apartment" (which was actually just a closet) later in the episode. "It was one of those old-time Manhattan properties that really felt of the period and [Midge represented] the kind of people who would live in that life and in that space," Hamm recalls. (Pictured: Rosemarie DeWitt as Midge)

Jon Hamm auditioned so many times for the role of Don Draper that, by the time shooting began, he already knew Don's monologues in the episode -- including his big pitch to Lucky Strike tobacco executives. "It's a tricky thing to pull off," director Alan Taylor says of the pitch scene, "because what Don says is pretty oblique. It's hard to grasp. It really depends on the actor getting it [for the audience] to understand the turn that happens in the room. The success of that 'It's Toasted' moment is as [dependent on] how Jon Hamm played it as it is on the executive, the father, who sort of goes, 'Oh, I get it. I like it.' Seeing that the ground has shifted in that moment is as much his performance as everybody else's."

Portraying a group of hot-shot junior ad executives sparked the beginning of a deep friendship for (l-r) Rich Sommer, Aaron Staton and Michael Gladis, who had signed on for guest roles as unnamed characters in the pilot and went on to become series regulars. "During the pilot we were sort of described as this Greek chorus," Sommer says. "We were effectively interchangeable, except that one of us wore glasses."

The first scene Staton, Sommer and Gladis filmed together was the scene in Don's office as the boys start pre-gaming for Pete Campbell's (Vincent Kartheiser) bachelor party that evening. On their first day of work, nerves were an issue. "I got a direction from Alan Taylor, like, three times to say the line, 'Could she get us a little more ice?'" Sommer recalls. "I was supposed to say it louder. And I was super-nervous. I was croaking out this line. He was like, 'Yeah. Uh, I mean louder. I mean, like, yell it.' I was like, 'Yeah, OK, got it. And I'd just say (mumbles) canshegetussomeice. I just couldn't do it." (Pictured l-r: Staton, Gladis, Kartheiser, Sommer)

For the numerous scenes in which the Sterling Cooper employees drink scotch, watered-down iced tea was used as a substitute for the liquor. Despite the fact that there wasn't actually alcohol in the glasses, the actors still learned the hard way to not actually drink. "If you notice, I put Alka Seltzer in the scotch," Bryan Batt recalls of the scene with Sal Romano and Don Draper in Don's office. "I kept on drinking it over and over again and literally I thought I was going to explode."

The idea that "Don Draper" was actually a man named Dick Whitman was not originally part of the show, and was incorporated at the request of AMC executives. "We said, 'Come back to us with something that's going to make it more of a hook. What's going to be outside of this that makes it not just a workplace drama?'" Christina Wayne, who was then the SVP of scripted programming, recalls. "He came back to us and pitched us the entire arc for Season 1 with the Dick Whitman/Don Draper story." As a result, changes were made to the pilot to hint at Don's war career: he keeps a Purple Heart in one of his desk drawers, and echoes of gunfire can be heard in the background when he naps in his office. (Pictured: Troy Ruptash, Jon Hamm)

Even as historically accurate costumes helped the actors get into character, they also posed some problems. "At that point, I don't think I owned one single suit, so I had nothing to compare it to," Aaron Staton says. "I barely could tie a tie." (Pictured: Staton, Vincent Kartheiser)

To prepare for Pete Campbell's bachelor party scene, director Alan Taylor encouraged "the guys" to go out together the weekend before filming was set to begin in order to build a rapport with each other. It worked. "We all bonded over Michael Gladis being really, really good at pool and beating the rest of us quite handily," Staton recalls.

The bachelor party scene was filmed at The Slipper Room in New York. (Pictured: Matthew Weiner and Vincent Kartheiser)

The actors, against the advice of Weiner, opted to smoke real cigarettes in the scene rather than the herbal ones that were offered. "I at least had a pack, probably more. And boy oh boy, I was not feeling great that night," Sommer recalls. Adds Gladis: "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."

The guys and Matt Weiner hanging out, outside the Slipper Room in between takes.

Extras were hired to play waitresses and other customers who flirt with the young executives. "I kinda had a one day set-crush on the brunette," Gladis recalls.

Sal (Bryan Batt), who's trying to hide the fact that he's gay from his colleagues, responds to a question about whether or not he has a girlfriend by saying "I'm Italian!" and popping a cherry into his mouth. Unfortunately for Batt, director Alan Taylor filmed a number of takes before getting a version he was happy with. "I don't know how many cherries I ate out of my Manhattan," Batt remembers. "I was going to turn into a maraschino cherry."

Though there are subtle nods to Sal's sexual orientation in the pilot, Matt Weiner told Batt it would be explicitly addressed later on in the series. "I was getting my hair and makeup tested in New York for the pilot, and he started telling me, 'You know what's going to happen to Sal?'" Batt remembers. "He said, 'Sal is going to go on a trip with Don and Don's gonna get the stewardess and Sal's going to have the man, and Don's going to realize and see it and it's not going to make any difference.' And I kept on waiting in the first season for that to happen. I kept on waiting in the second season for that to happen. And it wasn't until the premiere of the third season, first episode, that that happened."

Budget constraints required the crew to improvise a number of elements of the pilot. The scene where Don Draper (Jon Hamm) rides the train home at the end of the day is actually just Hamm sitting behind a piece of glass. According to cinematographer Phil Abraham, "We didn't have a train. We had nothing. We just had literally a piece of glass, and we had a sprayer and a fan." (Pictured: Abraham, Hamm, director Alan Taylor - "wondering why this kid won't stop taking f---ing photos," according to photographer Michael Gladis)