An established TV director -- his credits include The West Wing, where he worked previously with Elizabeth Moss (Peggy) -- Andrew Bernstein helmed "Episode 6: Babylon." Nearly midpoint into Season One, it's an especially revelatory episode during which we get a glimpse into Don's origins, Betty's libido, and Peggy's talent.

TV is often described as a writer's medium. As a director what sort of input did you have?

Matt (Weiner) has a specific vision of what he wants the show to be. It all starts with the writing; when you get a great script you're half way there. With these scripts, you don't have to do very much. Anything I was doing was nitpicking -- little details, like dialogue. Also the nature of TV is you don't have much time. Once you get in there, there's so much to do before you begin shooting.

Were there particular challenges with this show that required extra prep?

They had a lot of research material to look at. Not having been around during this period, I wanted to absorb as much as I could before I started. Matt suggested movies to get a feel of what that period was like. I watched The Apartment, The Sweet Smell of Success and The Best of Everything, but when you walk on set and see everyone out of hair and makeup -- you get it.

Do you have a favorite scene in Episode 6?

For me, it's not about favorites, but the ones that were difficult or challenging to shoot. Everyone loves the scene with the two-way glass -- I thought that was brilliantly written. We had a lot fun doing that. The end scene -- in the club -- was particularly important. We spent a lot of time trying to find that location; Matt had a specific idea of what it was. The location called for a Greenwich Village club, and having grown up in New York, I know exactly what that looks like -- and it's not easy to find in LA. So we spent a lot of time scouting out that location, how to light it, how big it should be... The extras had to be very specific looking: We had a girl who takes her shirt off -- and that was a challenge -- the musical group... there were so many elements to that day of filming.

I love the shot of Don framed through Midge's elbow in that scene. Was that in the script or was that you?

That was me. That's just getting there on the day and seeing how everything looks. You want to connect Don to her in a certain way, with a certain feel to it. It felt like the right way to do it. But really, he looks so great, she looks so great -- you could put the camera anywhere and they'd look good.

Episode 6 also has the seamless flashback where little Dick Whitman looks straight at Don Draper.

That's what makes the show great: It's about the little things. Not the car chase or the sex scene, or some weeping scene that passes for drama. It's in the details. That to me is the most fun as a director. And as a viewer. The little looks between people, the subtleties that make it more interesting and worth watching.

What do you watch on TV, or is it like taking a busman's holiday?

I don't watch a lot of TV. I have two small kids and I don't have a lot time. But if people say, "You gotta check this out," I will. Or if something comes on -- a Mad Men, or a Breaking Bad, which I like -- and get me going, or that I truly want to work on, I'll tune in for that.