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[SPOILER ALERT: Read on only if you have already watched Sunday’s “Remember” episode of The Walking Dead.]

Tonight’s episode of The Walking Dead was a pivotal one as the group entered the gates of Alexandria and attempted to adapt to a new way of life while meeting the residents of their new community. We spoke to exec producer Greg Nicotero (who directed the episode) to get the behind-the-scenes scoop on the installment, which included the introduction of Tovah Feldshuh as Alexandria leader Deanna Monroe, Rick finally shaving off that gnarly beard, and an ad-libbed comedic moment from Daryl Dixon. Nicotero also talks about some scenes that were cut for time that revealed the assigned jobs for some others in the group. Read on to learn more.

EW: This is the first time we’re seeing the inside of Alexandria, a location we know from the comics. Tell us how you wanted to visually introduce this new society—not just to the characters, but to viewers as well.

GREG NICOTERO: One of the biggest challenges of this episode is that we’re in a safe, guarded environment. Being in a place where people live and people thrive, people are taken care of and comfortable—but still feeling the flavor of our show—that was the biggest challenge. So when we were inside Alexandria, I wanted to make sure that every direction that we looked and every camera angle we used, we were always feeling the wall. One of the things about Woodbury is you never really got a sense of how big Woodbury was because you never really could tell where it ended. So in this episode, even when Rick and Deanna are having their conversation, the wall is outside the window behind them. And when they’re in the street, everywhere you look, you see the rusted metal wall. So the place feels confined. And given Rick’s state of mind and everyone’s culture shock about stepping into this place—they’ve basically lost everything and then they walk in and meet these people who have been there protected the entire time. It was a real trick.

You mentioned Deanna—obviously an adaptation of Alexandria leader Douglas Monroe from the comics. Why the gender switch?

Scott Gimple just wanted to switch it up a bit. I think Tovah is a great actress, and the scene we shot with her and Rick, the 10-page scene which sets up the entire colony—we shot that her first day. So she had to land on Sunday night, meet everybody on Monday, and then Tuesday she got into it with basically laying the blueprint of all of Alexandria for Rick and the entire audience.

That’s interesting because it’s not just her. There are so many new characters introduced here. What’s it like for you as a director working with so many new people that aren’t familiar with they rhythms and shorthand of how you all shoot?

It was like directing a pilot because you have to put this world on its feet, and it was an episode that a lot of people had some trepidation about because we had spent five months building Alexandria and wanted to make sure that it didn’t play like Main Street U.S.A. It’s supposed to look clean and partially manicured because it is protected, but what we really didn’t want to have happen is for it to take the audience right out of the show the minute you got there. So the idea that we have with Carl going to the house next door—I purposefully shot that scene where he goes upstairs and hears the noise—I shot that scene very much like episode 409 where Carl is in the house alone, because I wanted you to still feel that no matter how safe they are, they have been conditioned for almost two years to have this sense of dread. And the episode really does have that, and we see how everybody handles it.

There were a couple of scenes that we had to lose due to time—a really interesting sequence. It was when all of them were going to work for their jobs. We see Rosita going to meet [Jessie’s husband] Pete, and we see Abraham going to meet the crew that is building the wall, and we see Eugene going to meet with a worker to discuss the solar array. And we also see Maggie going to work with Deanna. So it was a great little montage, and we had to lose it strictly for time. But it was this great moment where people were having to deal with the emotion of assimilating back into what is such a normal world in an abnormal universe.

To that point, in that scene where Rick and Carl face the walkers, am I wrong in seeing them perk up during that confrontation? As if that’s what they’re used to, and in a weird way they maybe don’t know how to live without that confrontation because that’s how they’ve been conditioned now. It’s almost as if they feel more alive when they are doing that.

You’re absolutely correct. And not only do they feel more alive, but I think Carl even says, “I don’t want this place to make us weak.” So they go out into the wilderness specifically to keep up their chops. They want to stay sharp because the last thing that they want to have happen is to be caught with their guard down and have something happen to them. And Carol has the same reaction too. But everybody handles it differently. Daryl has no real interest in assimilating. He hardly even looks at anybody. And then you have Tara and Rosita and those guys who are sort of enamored with the idea, like, “Wow, we got a house! This is great!” Everybody’s handling it differently, and especially Michonne, who talks about the fact that she spends 15 minutes brushing her teeth.

You use footage and audio from the camcorder that Deanna sets up, so we see some of the episode played out through these tapes that she’s recording. Tell me about the decision to do that.

I love the idea that Deanna’s job is to document every single person that comes in. And those documents are public record. So we really wanted to play the idea that the video camera is the omnipotent viewer, and any time you can go into Deanna’s office and watch those interviews. So we really wanted to play the idea that we cut back and forth to the P.O.V.’s because ultimately that will be the record of who these people are. It’s not about what happens when the camera is not running; it’s about what happens when the camera is running, because that is how Deanna gauges everybody—from those initial interviews. And we will get a chance later to have her rewatch some of those interviews. I think it’s a great device, and again, we’re talking about technology that is co commonplace now that when you see her say, “Do you mind if I record this?” you’re like, what are you talking about? That doesn’t exist anymore. But they’re able to take hot showers and to record things and have electricity and all of these amenities that clearly feel to our group like a gilded cage.

Let’s talk about the Rick shaving scene. Obviously a big moment. It kind of felt like a mirror version—no pun intended—of the scene where Shane shaved his head back in season 2.

He shaves because it’s part of Rick’s transition to a different person. He’s no longer living out there and he’s no longer feral. But he’s still the same guy. So by Rick shaving and putting on the uniform and putting on clean clothes and then him saying in the last line of the episode—“If they’re not okay with this then well just take this place”—he’s going undercover. Rick is becoming the person that he thinks they want him to be so that he can assess what the likelihood is that their group is going to be able to stay there and survive.

Carol is clearly going undercover as well. Is this a plan they formulated together or is everyone sort of doing their own thing?

I think at this point they’re all just doing what they need to do, like that great scene where Carol comes out on the porch and says “Time to go make the casserole!” And then Daryl looks up and says, “You look ridiculous!”

I love that line.

That was an ad-lib. Because it is so foreign to what we’ve lived with for five years to see Carol in that pastel getup, we all sat there going, this is frickin’ weird. So then she walks down the sidewalk and Norman yells “You look ridiculous!” When I did the cut, I was like, I’m leaving that in because that is exactly what Daryl would say. And I don’t know if it made it in to the episode or not, but at one point Carol goes “Thank you!” as she’s walking away.

But what was amazing about the shower scene and the shaving scene was that Andy hasn’t seen himself clean-shaven since season 1. And it’s a very different look. So we specifically set up multiple cameras because I wanted to shoot it all as one piece. Once you start shaving, you can’t go back. And what was interesting about it is Andy was so zoned in—he was just staring at himself in the mirror. He was watching himself transform into a different person. So at one point I remember looking at him, and he hadn’t trimmed all the hair off yet but he was using the razor. So I went in at one point and actually took the scissors and started trimming some of it for him. He was so zoned into his headspace that I don’t think he even really knew. There’s a great picture of me in the bathroom shaving him. It was just watching your reflection become a different person, and that is what we wanted for the scene. I wanted to capture Rick’s transformation into somebody else and how that affects him emotionally. So you’re looking into his eyes as he’s looking at his reflection. And you have to remember on our show, we don’t play up mirrors up very often at all. We play reflections a lot. Scott Gimple loves the idea of using reflections in the episodes, but it’s not like our people have a lot of opportunities to see what they really look like. So going back to the original question: Yes, we did want to mirror the scene with Shane with putting the steam on the mirror and all that kind of stuff.

Clearly this entire episode is setting the table for what’s to come.

It’s a challenging episode because it’s a very different episode and it’s not super action-packed, but it’s got this underlying sense of unease and dread. My hope for episode 12 is that basically we’re lighting a fuse. And we don’t know how long the fuse is, and we don’t know how long it is going to take for all of this to implode, but clearly our people are out of sorts being in this situation—especially having dealt with Woodbury and having dealt with Terminus and even Hershel’s farm, which was probably the safest place that they had lived for a long time period, and that ultimately imploded. So I do believe that there’s always this sense from our group like, listen, nothing is forever. And the big question is: Can we survive here?

For more ‘Walking Dead’ scoop, follow Dalton on Twitter @DaltonRoss.