Want to know what's behind Mad Men's unmistakable look? We asked Chris Manley, Director of Photography (and recent American Cinematography cover boy) to describe his process, his influences, and his favorite scenes from Season 3.

Q: Like its characters, the look of the show has evolved. Are there any changes in lighting and/or camera-work you've introduced in Season 3?

A: The camera is primarily the same style. But we have changed up the lighting. The stories are going to much darker places this year so Matt [Weiner] wanted a feeling of darkness creeping in and isolation.

Q: There are some increasingly surreal moments this season: flashbacks, fantasy sequences, etc. How does your process differ when shooting these scenes?

A: There was a little bit of this in the first two seasons, but there's more this season, particularly in the first episode. And in Episode 5: "The Fog," there were drug-induced dream sequences and fantasy bending into reality. In those moments we can be more assertive with camera moves, effects, and angles. I think that generally our camera technique is transparent -- we don't want the audience to feel the camera or know it's there. We want the focus to be on the story, the actors, the dialogue. The thing I love about the show is that it's cinematic. We do use the camera to underscore the emotional core of the scene but only when people are reflecting on something or having private moments.

Q: On that note, much is communicated via silences. Can you think of a moment where you were particularly pleased with how camerawork intensified it?

A: It's always a surprise when you see the final cut. The silences and the private moments -- we shoot an awful lot of those. Typically what happens is a lot of them get cut. And that's nobody's fault, there's so much story happening within each episode: 47 minutes and 30 seconds -- there's not as much room to breathe as I would like. Sometimes it's the interesting shot that goes, or the crane shot that takes so long to set up. It's always that way, on any show. If it plays better with that shot gone, I'm all for it.

Q: Can you describe some visual influences from the period?

A: We have a long list of movies that Matt came up with ages ago. You'd be surprised. There was a French New Wave film that I hadn't seen before, and it doesn't look anything like our show, but there's one shot, slowly pushing in on the back of the character's head, and I was like, "That's it!" I saw it in Season 1, and now we've done it several times. So there's not a specific movie -- bits from many different movies, like The Best of Everything with Joan Crawford. I couldn't believe how much their offices look like Sterling Cooper! The Apartment was a reference as well. I've seen a lot of movies -- I was a projectionist in a revival house -- and I consider myself a cineaste but Matt has seen more than anyone. He'll throw things at me that blow my mind.

Q: In Episode 8, the Drapers go to Rome. What are the challenges to conjuring up this city from L.A.?

A: I'm a big, big Fellini fan, and so is Matt. La Dolce Vita and 8 ½ were in my mind but there was no specific reference. The locations and sets were so different than what we were used to shooting, they called for a different look. I did a style of light that you don't often see in the show. The film we used felt right. The sets that Dan Bishop designed were similar to sets in [Season 2's] The Jet Set.

Q: What are some of your favorite scenes you've worked on from Season 3?

A: I have so many. I could speak in Mad Men dialogue all day long. We're all brainwashed -- everyone on the crew remembers the great lines, a lot more than any other show. I like the scene where Don and Peggy are in the conference room and they're watching the opening of Bye Bye Birdie. And Don says, "It makes your heart hurt." It stays very dark. I love the scene where Bert Cooper forces Don to sign the contract. We try to do something different in Don's office. It was hard -- how do we make Bert look sinister? So we chose hard light, closed blinds. He seems like a doddering, ineffectual masthead character and in that scene your realize how ruthless he is, that he really does know what he's doing. I love that.

Click here to read Chris Manley's interview from Season 2 »