It’s 1963, and change is in the air at New York ad agency Sterling Cooper. Creative director/partner Don Draper (Jon Hamm) and his colleagues are adjusting to life under British rule, thanks to the recent sale of the company to an English firm, and the transition has not been easy. Layoffs have eliminated one-third of the staff, and the new chief financial officer, Englishman Lane Pryce (Jared Harris), has sent even bigger shockwaves through the bullpen by bringing along his male secretary, John Hooker (Ryan Cartwright), a first at Sterling Cooper. Meanwhile, Draper is anticipating upheaval in his domestic sphere as well: he and his wife, Betty (January Jones), are expecting their third child, an unplanned pregnancy that hasn’t exactly saved the couple’s troubled marriage. That much was revealed in the first episode of Mad Men’s new season, which began airing on AMC in August and will continue through early November. When AC visited the set of the secretive production, during the filming of episode six, only a few details in the scene at hand revealed additional information: Tiny British flags dotted every desk in the bullpen, suggesting that Sterling Cooper’s new owners had crossed the pond for a visit, and Cartwright was among the actors shedding his shoes to play a scene in Cooper’s office, indicating that his character had so far survived the “gynocracy” of his new environment. As 1st AD Adam Ben Frank marshaled the troops for director Lesli Linka Glatter, the show’s director of photography, Christopher Manley, ASC, used the short breaks between setups to point out some of the lighting changes he and his crew had made to the office set since he came aboard the production last year. “There’s a virtue to sticking with one show for a while, which is that you go into the specific problems of the photography really deeply, and you learn — you have to,” observes Manley, whose résumé includes ASC Award-nominated episodes of CSI: NY and Threat Matrix. “It’s surprising, the things I’m still learning on this show.” A few weeks later, on the heels of the announcement that he had earned one of Mad Men’s 16 Emmy Award nominations for 2008, Manley met with AC to detail some aspects of that learning curve. American Cinematographer: We should begin by talking about how you landed Mad Men. Was it something on your reel that caught [series creator] Matthew Weiner’s eye? Christopher Manley, ASC: I don’t remember discussing many specifics about my reel with Matt. I did hear him tell one of the actors that when I came in to interview, he wanted to talk about my work, and all I wanted to talk about was Mad Men. I loved the show — I was a big fan of the writing in particular — and he saw how thrilled and excited I was at the prospect of shooting it. I think I had some support at AMC, too: Vlad Wolynetz, one of the executives who works on Mad Men, had worked on an AMC Halloween special I shot for Roger Corman early in my career, The Phantom Eye . It was aimed at kids, and I won a Daytime Emmy for it. When Vlad found out I was up for Mad Men, he said, ‘I know him.’ It’s remarkable how many filmmakers can trace their careers back to Corman. Manley: Yeah. I actually worked with [Mad Men gaffer] Mike Ambrose on my first movie with Corman, in 1997. What I learned at Corman was how to work faster and how much I could compromise my own standards. [Laughs] But that’s an important lesson to learn, because you have to make art on a budget. When we interviewed Phil Abraham about his cinematography on the pilot and first few episodes of Mad Men [AC March ’08], he described it as a two-camera show. Is that still the case? Manley: Not exactly. We use a B camera, but far less than other TV shows. It’s a single-camera mindset. That’s one of the things I like about the show, but it’s taken a bit of a mental adjustment because I’ve done so many shows that used two cameras on every single setup. Using two cameras always compromises composition, lighting and especially focal length — when you’re shooting with two cameras, you can never use the exact lens you want. On Mad Men, we like to use the right lens for the job and get one great shot instead of two compromised shots. It’s a commitment. You’re shooting on film, which goes against the trend in TV production today. Has anyone talked to you about switching to digital capture? Manley: I don’t think shooting digitally has ever come up, and I don’t think it ever will. I think Matt will shoot film till they close the labs. You mentioned on set that you’ve modified the daylight lighting scheme outside Sterling Cooper’s windows. How have you done that? Manley: The Translite of the Manhattan skyline was a big addition in season two. In the first season, they used individual backdrops on rollers, moving them around depending on the shot, but last year Roscoe manufactured the Translite for us. It’s 180 feet long [and 18 feet tall], and it’s a day/night backing. For day scenes, we light it with 5K Skypans. There used to be an Arri T-12 over each window; they were used for sun in the first season, but we ended up using them just to suggest skylight last year, because we have so many low angles we can’t really get a sun source out of the shot. We tend to come in from the sides, off the floor. But I never quite liked what the T-12 did with the blinds; it made a specular highlight that would kind of give it away as a source in addition to our sun source. I wanted something that was broader and softer and felt more like skylight, so this year we’ve eliminated the T-12s and ringed the whole perimeter of the set with cyc strips gelled with ½ CTB and 250 diffusion. That gives us an even, soft source, and the reflection on the blinds is a solid line, more naturalistic. And it turned out to be less expensive, which is a bonus. You also noted that Pat O’Mara, your key grip, has customized a lot of gear for the show. What are some examples? Manley: We were using [Kino Flo] Image 80s for keylight in Sterling Cooper, and in prep for this season, I had Pat make some custom 3-by-5 gel frames, because last year we were always putting 4-by frames in front of the Image 80s, and the shape wasn’t quite right. Then we decided to replace the Image 80s with [Kino Flo] Vista Beams, which are more powerful, and although the Vista Beams are square, I still find the 3-by-5s useful — we’ll often put 4-foot 4-bank Kinos through a 3-by-5 frame for fill lights or eyelights. Pat also made some 2-by-6 gel frames that we use for diffusion, usually toppers or bottomers. He has 6-foot and 8-foot teasers, ‘WagFlags,’ which are metal blades wrapped with black Rip-Stop nylon. You can unwrap them to make them small or large, and they’re so light you can extend one very far on a C-stand and cut the light without having to rig an overhead teaser from the grid with rope. [Ed. Note: For details on the original WagFlags, see “Tricks of the Trade,” AC July ’03.] Another trick of Pat’s is a scroll, a wooden dowel wrapped with black silk that you can unroll to any length; you can clip it to the back of a fluorescent with a grip clip and get the effect of the light while keeping light off the wall. All of Pat’s stuff is really quick and easy to use. Do you still use the magnetic solids and gel frames he devised to shape the overhead fluorescents in season one?