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The Uncensored, Epic, Never-Told Story Behind ‘Mad Men’

What was in the original 5-year-old script, the other choice to play Don Draper and the question that kicked off everything: "Who the f--- is AMC?" On the eve of the final season, Matthew Weiner, Jon Hamm and 22 other players open up for THR's definitive oral history.

A version of this story first appeared in the March 20 issue of The Hollywood Reporter magazine.

Don Draper lived on hard drives for half a decade before anybody paid him any notice. In 1999, Matthew Weiner, then an unfulfilled writer on CBS’ Ted Danson sitcom Becker, spent his every off-hour doing research on the 1960s: what people wore, how they decorated their offices, what they ate and drank (and smoked, and drank some more). Then, over six days in the spring of 2001, he sketched out his vision for a show about the staff of a boutique advertising agency — Sterling Cooper — and its stylishly debauched head pitchman. Nobody bought the script, but it landed Weiner a 45-minute call from David Chase, who hired him as a writer on HBO’s The Sopranos.

Weiner’s Madison Avenue opus sat in a drawer for another three years — until a cable network with zero experience in original scripted programming (formerly American Movie Classics) stepped in and self-financed a pilot. Today, nine years later, Mad Men, which on April 5 begins its final seven episodes, is a pop cultural phenomenon that not only has made stars out of its cast of unknowns — Jon Hamm, Christina Hendricks, January Jones, Vincent Kartheiser, Elisabeth Moss and John Slattery — but also transformed AMC into one of the most influential networks on the dial and set off cable TV’s gold rush for scripted dramas.

In 2001, Matthew Weiner writes his first Mad Men script, which goes nowhere until 2005, when AMC decides to shop for its first original scripted series.

Matthew Weiner (creator) I finished the script and sent it to my agents. They didn’t read it for three or four months. (They’re not my agents anymore.) I was advised not to send it anywhere because that was at a time when there were big overall deals for comedy writers. People would pay for the anticipation of what your project would be, and actually having one was going to hurt you. I kept trying to get into HBO, but I never got a meeting. And I met with FX, which Kevin Reilly was running at that time. He talked to me about making it into a half?hour. Then people started talking to me about a feature. It was my manager’s assistant who gave AMC the script. That’s who they were pawned off on.

Rob Sorcher (former executive vp programming and production, AMC) I’d relocated to the East Coast, and I’m working at this network, AMC, that has a collection of shit-ass movies. It’s like the lesser TCM, and I’m supposed to turn it into something. [What the network needed was] a show for cable operator retention. You want something that can’t be replicated elsewhere — like a Sopranos — because if you have a signature show, then you won’t be dropped [by cable operators]. So your strategy becomes: Let’s go for quality. But we have no money. So I hire Christina Wayne, who’s never done a thing in her life in terms of an executive.

Christina Wayne (former senior vp scripted programming, AMC) Years earlier, I’d wanted to option Revolutionary Road [Richard Yates‘ novel about suburbia in the 1960s]. But I was a nobody screenwriter, and [Yates’ estate] held out for bigger fish, which they got with Sam Mendes. So when I read [the Mad Men script], it resonated with me. This was a way to do Revolutionary Road, week in, week out. When we had lunch with Matt for the first time, I gave him the book. He called me after and said, “Thank God I’d never read this because I never would have written Mad Men.”

Weiner [My agents] were like, “You’re going to be coming off The Sopranos. I know you love this project, but don’t go [to AMC]. It’s really low status, no money, and even if they do it, they’ve never made a show before, and you don’t want to be their first one.”

Sorcher Every possible reason on paper why this should not work was cited: It’s super slow, it’s [about] advertising, everybody smokes, everybody’s unlikable and it’s period. We couldn’t sell it.

Jeremy Elice (former vp original programming, AMC) We sent it out looking for potential partners and got some nice responses, but generally speaking it was, “Yeah, not for us,” and “Who the f— is AMC?”

Wayne So we self-financed the whole thing ourselves. The pilot cost $3.3 million, and we did it in New York in the downtime when Sopranos was [on hiatus]. We used all of their crew.

Casting for the pilot begins in 2006. Weiner and AMC agree on hiring unknown actors.

Weiner There were famous people who came in to read. The guys from That ’70s Show came in — not Ashton, but the other guys. I’m still impressed by Danny Masterson. But at a certain point, it was working against them. My theory was that The Sopranos casting was great because you didn’t know who any of those people were.

Jon Hamm (Don Draper) Some people went in once and got cast; there was a little more reticence with me. I was on the bottom of everyone’s list. The one person who was an early champion of mine was Matthew.

Jon Hamm stars as Don Draper.

Weiner Back in [2006], there were no handsome leading men. It was not the style. Not that Jim Gandolfini‘s not handsome, but he’s not Jon Hamm. There are moments in time when it’s Dustin Hoffman and moments in time when it’s Robert Redford. It was a Dustin Hoffman era. People like me or Seth Rogen got the girl, and people like Bradley Cooper were standing on the side of the street being like, “Come on!”

Wayne Matt sent us two actors: Jon Hamm and Mariska Hargitay‘s husband, Peter Hermann. The quality of the that we were using sucked, and you couldn’t see how good-looking Jon Hamm was. We were like, “Really, this is who you think?” And Matt said, “Absolutely.” He’d been in the room, and he felt something with Jon. We had him come in again. We had to be sold, so we flew Jon to New York and took him for a drink at the Gansevoort hotel. He was nervous, but I knew that he had star potential. I whispered in his ear before he left, “You got the job.”

Elisabeth Moss (Peggy Olson) I was the first person to audition for Peggy. Matt showed us all our audition tapes at a gathering, and it’s hilarious because I don’t look anything like Peggy [in the tape]. I’m 23, blond, tan. I look like I just walked off of the beach.

John Slattery (Roger Sterling) I went in to read for Don; they wanted me to play Roger. Matt Weiner claims I was in a bad mood the whole [pilot]. I had a couple of scenes, but I wasn’t as emotionally invested as some of the people because there wasn’t that much of Roger in evidence yet. Being a selfish actor, I didn’t necessarily see the full potential in the beginning.

Christina Hendricks (Joan Holloway) I was up for another pilot, and I chose Mad Men. The [agency I was with] was like, “It’s on AMC, it’s a period piece, it’s never going to go. Are you crazy? You’re not going to make money for us …” I thought it was a little impatient of them. So I moved on.

January Jones (Betty Draper) I came in for Peggy twice. Matt said, “Well, there’s another role, but I don’t really know what’s going to happen with her.” He didn’t have any scenes for me, so he quickly wrote a couple.

Weiner It had been years since I wrote anything in the pilot. And all of sudden, I need a scene by tomorrow for a character who only has three lines.

Vincent Kartheiser (Pete Campbell) I only auditioned for Pete. My agents aren’t delusional enough to think that I’m a Don Draper.

Alison Brie (Trudy Campbell) I looked up a picture of Vincent Kartheiser and was like, “Oh my God. We kind of look like brother and sister. I could totally be his 1960s wife.” Couples kind of looked alike then.

Weiner Alison Brie was a big lesson because we couldn’t afford to make her a series regular. And we gambled [Community] wouldn’t happen. We were wrong.

Weiner shoots the pilot on location in New York in 2006, but AMC struggles initially to line up financing.

Sorcher Matt had an extremely clear vision for the show. We had only one or two notes that were key.

Wayne We said to Matt, “OK, this is a great show about advertising, but what are people going to talk about week in, week out? What’s the bigger story for Don?” He went off, and a few months later he came back and pitched the entire Dick Whitman/Don Draper story. We were mesmerized.

Weiner So I told [AMC] I had this 85-page screenplay that was Don Draper’s backstory. It was called The Horseshoe, and I abandoned it five years before I wrote Mad Men. The last scene is this character taking Don’s name and leaving his [dead] body at a train station.

Hamm I remember Matthew asking me before we started shooting the pilot, “Do you want to know Don’s backstory?” I’d say, “Do you want to tell me?” He told me the back-and-forth of Dick Whitman and Don Draper, and I was like, “Jeez, that sounds Dickensian.”

Scott Hornbacher (executive producer) I knew Matt from Sopranos. I think part of the reason that I ended up being hired was because they had very little money for the pilot, and I had a background in independent film. If you take the end of Sopranos and put it up to our first season, I’d say we had about a quarter of [their budget].

Ellen Freund (property master) Matthew is so specific and cares so much about every tiny element, starting with the insides of drawers and wallets. You never, ever went to Matt with a mixing bowl and said, “Here’s the mixing bowl.” You’d go to him with a mixing bowl and the proof that it was made in the year previous to the year we were shooting in. Sometimes he’d say something like, “Get me the mixing bowls with the clear bottom.” And I’d go, “Nuh-uh … not until 1972.”

Christina Hendricks stars as Joan Holloway.

Dan Bishop (production designer) Sometimes we’d get to a point where Matt would essentially throw a hand grenade in the process — one element would have to be this way and not that way. As long as the carpenter hadn’t built it already, it was OK.

Moss The pilot took two weeks. I remember standing on the rooftop of Silver Cup Studios with Matt and we just looked at each other, “Well, that was really great.” We had no idea if it was going to go any further than that.

Elice The question became, “How do we pay for it?” At the time, there wasn’t any notion to having us produce it. I went all over town and screened it for everyone. The response was, “Wow, this is a really great pilot. How much does it cost?” For a basic cable show, your frame of reference then was The Shield and USA shows. [Mad Men] was much more expensive. A lot of studios were primarily concerned about financing a show that, even if it’s f—ing great, no one’s going to see it.

Sandra Stern (COO, Lionsgate TV) One Saturday I get a phone call from Alan Rautbort, who was an agent at ICM at the time: “I’m coming over.” He brought a DVD of the pilot to my house. I looked at him and said, “Shit. This is so good, I have to have it.” I went to New York the next day and met with AMC.

Charlie Collier (president, AMC) I got here in September 2006, and we didn’t launch until July 2007. We were waiting for Matt to finish The Sopranos, so the next 10 or 11 months we had one show to focus on. Even the decision to get to that poster — the image with the silhouette of a building and Helvetica “Mad Men” — was hard. We’d flown Jon out for a photo shoot, and we had some beautiful imagery that was originally conceived to be poster art. It eventually ended up in our mailers.

Linda Schupack (executive vp marketing, AMC) [The photo] made the show feel too melodramatic. That’s when we looked to the title sequence. Once we saw that final frame, the back of Don Draper’s head, we knew that’s what we wanted to sell.

Weiner I remember reading the first review. It was LA Weekly. I printed it out and took it down the hall to [pilot DP] Phil Abraham. It was, like, three in the morning, and we just stood there: “Holy shit, they like us.”

Ed Carroll (COO, AMC Networks) I remember going to advertising agencies to try to convince them that AMC would have the don’t-miss show of the season. They all said, “I’m not ready to commit money to it, but I sure would like to see it. Could you get me a screener?”

With production having moved to Los Angeles, Mad Men premieres July 19, 2007, to critical acclaim but faces an uphill ratings battle and an uncertain future.

Kevin Beggs (chairman, Lionsgate TV) Early on, I was nervous about the pace. It’s very deliberate, extended storytelling, and I’ve grown up watching and then developing and selling things that move fast and drive action. I remember so vividly having a conversation along those lines, and Matt saying, “That’s exactly the opposite of what I’m going to do. I’m going to parse the story out slowly and savor it and not overload.”

Weiner Most of the fighting came on episode two. They were really annoyed that I was paying attention to [Betty]. I wanted to branch the show out, and I felt that if Don was cheating on this woman, that was the story. They just wanted it to be a formula in the office.

Jones I was shielded from all of the “We don’t care about Betty.”

Elisabeth Moss stars as Peggy Olson.

Kartheiser If you looked around at what was on TV then, there was nothing like this. I would piss the guys off, like, “This is cool, this is great, but [it can’t last]. You should start looking for another job!” I remember Rich Sommer [who played Harry Crane] would be like, “F— you, I just moved to L.A. with my pregnant wife.”

Wayne My biggest argument with Matt was on the ending of season one: Don coming home and telling Betty he couldn’t go to Thanksgiving. He’d written it that Don comes home, hugs Betty, and they drive off into the sunset. But that ties the show up with a bow, and we had to do season two. He got so mad he hung up, but he called back and said: “You’re right. I just love my characters so much, I wanted them to be happy.”

Moss Because it started airing while we were still shooting, it felt like we were doing it by ourselves in a vacuum. But then the following January, Jon and the show won the Golden Globe. That was the first moment where we were like, “Oh my God, people are watching!”

Hendricks It was during the writers strike, so there was no [Globes] ceremony. We all watched it from the Chateau Marmont and we just sat there with our mouths agape. The Emmys were the next thing up.

Weiner We had to work behind the scenes to just get an evening [screening] at the [Academy of Television Arts & Sciences] because they did not want to let basic cable into that. We weren’t really on TV.

Carroll The ratings were building slowly. Then, early on, I was paging through the Sunday New York Times and there were either full articles or references to Mad Men in the fashion page, the arts page, the media page and the metro page. The show was wrapping itself around the culture.

Josh Sapan (CEO, AMC Networks) When I found out that a guy I know named his dog Don Draper, I said to myself, “I think we’ve arrived.”

Instead, in March 2011, he takes home $30 million for a three-season contract after negotiations with AMC and Lionsgate sideline the network flagship for more than a year.

Weiner AMC had waited a very, very long time [to renew the show for a second season]. I remember seeing them at the [2007] Emmys and, with an Emmy in my hand from The Sopranos, yelling at everybody from AMC, “You don’t want Mad Men? Let it go.” I knew there was a really good chance the show could end up on HBO. After season four — and our fourth Emmy in a row — my contract expired again [in late 2010]. Nobody from AMC or Lionsgate would talk to me. Bryan Lourd [at CAA] got involved. He said, “Don’t worry about it.” Cut to six months later, and it’s, “I’ve never seen anything like this in my life.” They came in with a very low offer and stipulations about cutting time and adding commercials, getting rid of 30 percent of the cast. I was like, “No to all that.” They kept offering me more money to take those things, and I kept saying, “No, this is not about money.”

Beggs Part of the business of making shows is figuring out how to quantify a value and who pays for what. Sometimes it’s a little painful.

Hendricks At one point I thought, “This is taking a little too long.”

Moss I remember thinking there was a legitimate chance that we weren’t going to go back. I think I can speak for all of us when I say we didn’t want to go back without Matt. We privately made that known to him.

Weiner I had conversations with Aaron Sorkin, Steven Bochco and David Chase about what it was going to be like if they took [the show] away and how I was going to live. They’d all been in this situation, and Aaron really talked about what it’s going to be like for someone else to run your show: “Don’t ever watch it.”

January Jones stars as Betty Draper.

Stern When we first started negotiating with AMC, one of the things they wanted was a spinoff. We talked about doing a contemporary one. Given the fact that [Mad Men] ends nearly 50 years ago, most of the characters would be dead. Sally was the one character young enough that you could see her 30 or 40 years later. There was a time we wanted a Peggy spin­off, too, and, a la Better Call Saul, a minor character going off to L.A. Matt wasn’t comfortable committing to a spinoff.

Collier We entered into the negotiation and left the negotiation with an aligned goal, which was to get Matthew Weiner to the end of Mad Men.

Weiner Being off the air that long was bad for us. I felt that the show was damaged — its prestige was damaged.

Finally back on the air in 2012, Weiner makes adds (and cuts) to the cast and starts plotting an endgame.

Jared Harris (Lane Pryce) There was talk about cast changes, so we were all looking around, wondering who it might be. When you start going through the list, it’s obvious they’re not going to get rid of Jon, Slattery, Christina, January. … You start figuring out that it really comes down to a couple of people. But I didn’t know [that my character was about to hang himself].

Jessica Pare (Megan Draper) I was about to move home [to Montreal] when I got the audition for this brunette character. There was nothing on the page. But it was Mad Men, so I thought I’d give it a shot.
My first episode, I had only one line: “Yes, Joan.” Even while we were shooting, I had no idea she was a receptionist — and because of the reputation for secrecy, I was afraid to ask. Joining a series midway can be intimidating, and I’d heard stories about how chummy the cast was.

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Hendricks The common area [on the set] started as a piece of AstroTurf and a little glass table with four chairs, and then one year we came back and there was a full deck with a built-in fire pit and Christmas lights.

Moss We never hung out in our trailers. You hear stories of people on big shows getting these massive trailers and getting interior decorators to come in and do them. We always had triple bangers, the ones where you have three rooms [for three actors] in one trailer.

Kiernan Shipka (Sally Draper) When I was a bit younger, I really only knew about the Sally scenes. It wasn’t until I got older that I even started going to the table reads.

Pare When Megan and Don kiss for the first time, everybody on set was like, “Well, it’s been great to have you around, Jessica. You’ll be on your way out now.” That’s how things had been going. But Matt called me a few days before and told me Don was going to propose. I had a hint before that: Ellen, our props master, came into my dressing room and said, “You can’t ask me any questions about it, but I need to measure your ring finger.”

Freund I’ve never seen anyone happier than Jessica was at moment.

Stern Matt and I were sitting at the table read for the last episode of season four. Don Draper had started dating a psychologist named Faye, an equal. Then, in the last episode, he runs off and he marries his young secretary. I was a little surprised, and I said to Matt, “I’m sad — I thought Don had finally pulled it together.” And Matt said, “Yeah, me too. I really thought he could do it this time, but he couldn’t.”

Hamm Obviously it’s no fun to play a person who only makes the right decisions all the time, but it can be difficult to watch somebody, time and time again, who just continually makes [the same] mistakes. I think it got progressively more difficult for me. As Don’s downward spiral continued, it became kind of relentless, and that takes its toll on your psyche.

Robert Morse (Bertram Cooper) Matt came to me and said, “Bobby, I got some news for you. You’re gonna die.” I just hoped I wasn’t being hung like Jared the year before. He said, “No, no, no! We’re going to do a whole show about the moon landing. You’re at home, and you just pass away quietly as they land. That’s your exit.” Then Matt tells me, “I’ve always wanted you to sing, so you’re going to come back as a ghost and sing to Jon Hamm, ‘The Best Things in Life Are Free.’ ”

AMC splits the final season into two parts, with the last seven episodes airing nearly a year after it wraps in July 2014.

Hamm Everyone went through the stages of grief: anger, frustration, sadness and then, finally, you get to acceptance. And nobody knew how it ended, so there was a lot of anxiety about that, too.

Hornbacher It was hard. Everybody has expectations of how the show should end for them, and it wasn’t necessarily going to work that way.

Weiner I directed the last two episodes. So there’s about eight weeks of us together, and the most intimate part of that is when you go in and ask the actor, “Are you ready to move on [to another scene]?” I’d say, “Do you want another one?” And no one ever said yes. I felt like I was running a hospice.

Slattery It became this succession of last days. There’d be emails sent around like, “If you’re around and you want to come have a glass of champagne …” They’d wheel in a bunch of champagne and everybody would raise a glass to whomever. And Matt would say something. It was so emotional because it was the same crew for most of the show.

Hamm It felt very much like the end of senior year when we were wrapping up. One of our producers made a yearbook. She separated everyone into freshmen, sophomores, juniors and seniors, depending upon how long you’d been involved. Everyone came in to take their class pictures. We had senior superlatives and all that stuff.

Slattery I think I was “Class Flirt.”

John Slattery stars as Roger Sterling.

Jones On the last day, we stayed until three or four in the morning and we TPd Matt’s car.

Collier This show transformed our network. Matt asked me to speak at the wrap party [at the Roosevelt hotel], and then Jon made some terrific remarks about how he, like Don Draper, would fall back on alcohol.

Hamm It was the end of something we all really liked, but all good things come to an end. Obviously, you want people to like it and to find it satisfying. And then you just hope that somewhere down the line someone wants to cast you in something else.

Weiner I remember somebody saying, “This is going to be hardest on you.” And I was like, “Really? I don’t think so.” That just stuck in my head. First, it was the writers who just start peeling off. Then the actors are gone. Then the crew’s gone and the sets are gone, and then the stages close up. All of a sudden, they’re coming to take the copier. I moved out of the office in December. It was back to being me and my computer.

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