As soon as she read the script for The Deuce, Michelle MacLaren had a vision. “I said to David and George”—that would be David Simon, of The Wire, and George Pelecanos, the celebrated crime novelist—“I know the last shot that I’d like to do,” she tells me. With a loaded premise, A-list talent, and an encyclopedia’s worth of period detail, The Deuce would be an imposing project for any director. MacLaren, unsurprisingly, did not flinch.

The Deuce, which debuted August 25 on HBO Go and will premiere officially this Sunday, was an extraordinary undertaking. The nimble and self-assured series takes place in one of the most heavily mythologized settings in all of pop culture: 1970s New York City, and specifically, 1970s Times Square. (The show takes its name from a slang term for the porn theater district that once lined 42nd Street.) It’s also a story about the 1970s sex industry: following the evolution of prostitution and the birth of large-scale porn production in a medium—on a specific network, even—that’s been criticized for its gratuitous and sometimes violent sexual content. Unlike other Golden Age auteurs such as Vince Gilligan and Matthew Weiner, Simon has never stepped behind the camera—which put a great deal of pressure on the collaborator he and cocreator Pelecanos chose to help realize their meticulous vision for the series.

MacLaren directed her first hour of television—The X-Files’ “John Doe,” a standard monster-of-the-week episode written by future collaborator Vince Gilligan—in 2002. Since then, she has built up what is arguably the single most decorated directorial CV of this current television epoch, ranging from Law and Order: SVU to The Walking Dead to a recent installment of Modern Family. Her breakthrough came with a Season 2 episode of Breaking Bad—Gilligan’s first series after The X-Files. MacLaren went on to direct 11 episodes over the course of the series, including Season 4 standout “Salud,” in which Giancarlo Esposito’s chillingly placid Gus Fring dispenses with his enemies via mass poisoning. MacLaren was credited as a producer for the last three seasons and received two individual Emmy nominations for her work on the show (the first for Season 3’s “One Minute,” and a second for Season 5’s “Gliding Over All.”)

From there, MacLaren did stints on The Walking Dead, Game of Thrones, Breaking spinoff Better Call Saul, The Leftovers, and Westworld. Like most expensive cable shows with abbreviated seasons, these series share a reputation for compelling visual storytelling, with action that’s not just “covered,” as perfunctory, hyperspeed production is known in the parlance of network television, but intentionally staged. Beyond that, MacLaren’s series tend to be genre—specifically, the kind of masculine-skewing drama (crime, zombie, Western) that calls for kinetic action and tense standoffs. Those set pieces have in turn become part of MacLaren’s reputation. Her first episode of Thrones, “The Bear and the Maiden Fair,” sent Gwendolyn Christie’s Brienne of Tarth into a fighting pit with a starving CGI predator; “Cairo,” the eighth episode of The Leftovers’ divisive first season, saw Ann Dowd’s cult leader slice her own throat. “I do a lot of testosterone-driven stuff,” MacLaren freely admits. “That’s very much my sensibility.”

Unlike other Peak TV–era directors who either transitioned from film (Cary Fukunaga, Mimi Leder, Lodge Kerrigan, and Karyn Kusama, to name a few) or immediately graduated to features (Reed Morano, Alan Taylor, and Lucia Aniello, among others), MacLaren’s entire directorial career to date has taken place within the context of episodic television. Her experience as an action director made her a logical choice to direct Wonder Woman, to which she was briefly attached in 2015; she departed thanks to oft-cited “creative differences” that both sides have since declined to elaborate on (including in our conversation). According to Variety, MacLaren wanted “an epic origin tale” where studio Warner Bros. wanted something more “character-driven.” Whatever the explanation, separating from a superhero film over disagreements with the studio puts MacLaren in the fine company of Edgar Wright, Ava DuVernay, and most recently, Rick Famuyiwa. “I will never leave television,” she vows, even as she acknowledges she’s open to doing features—or more VR, which she experimented with for Westworld—further down the line.

MacLaren signed a two-year first-look deal with HBO just as the network was scoping out potential collaborators for the nascent Simon project. “They said that it was a pilot with George Pelecanos, David Simon, and James Franco, and I said, ‘Absolutely, I’d love to read it.’” Once she did, MacLaren put together a full visual presentation, conferred with Simon and Pelecanos, and began the hard work of fleshing that vision out into a densely populated, rigorously thought-out, eight-hour season of TV. The result is the strongest new drama of the fall, a multifaceted ensemble piece of HBO’s Golden Age old school with a welcome injection of diversity, flash, and, perhaps most surprisingly, palpable joy. On paper, The Deuce may be ambitious in the extreme; in the moment, however, it’s an exceptionally well-executed hang that just happens to explore the most American kind of capitalism: the one that operates just outside the law.

Though they’re rightly venerated for empathetic character work and nuanced understanding of seemingly monolithic institutions, David Simon shows are not exactly known for their visual panache. The unflashy realism that unites The Corner, The Wire, and Treme is an extension of the journalist turned TV writer’s fundamental theme: methodical deglamorization of American cities and institutions. It is an effective dramatic approach, but not one that lends itself to individual episodes or the directors who command them. Simon’s first collaboration with a single auteur—2015’s Show Me a Hero, which was directed entirely by Paul Haggis—signaled that Simon’s vision could exist side by side with an assertive director; the show is memorable for striking sequences like the one where Oscar Isaac’s Mayor Nick Wasicsko is assaulted in his car by a mob of angry constituents. But the signature look of a Simon series—unvarnished, unflashy, adamantly unsexy—remains. On its face, the aesthetic (or resistance thereof) is a curious match with a story about prostitutes, pimps, and the beginnings of large-scale porn production.

Yet MacLaren argues that unflinching pragmatism is hardly mutually exclusive with thoughtful, interesting visuals. “It was important to me that we don’t ever shoot [sex work] in a way that isn’t real, or how it would actually look. If you put a camera on two people having sex, it’s not necessarily going to look beautiful and romantic,” she says, laughing. But there’s inherent value in being candid about the act. “Sometimes there’s a beauty in the ugliness of the truth. To me, when you are authentic and real to what something looks like, it brings a different kind of beauty in the honesty of it.”

“I do a lot of testosterone-driven stuff. That’s very much my sensibility.”

—Michelle MacLaren

MacLaren, Simon, and Pelecanos agreed that The Deuce’s first priority had to be avoiding the clichés and pitfalls that come with making a show about sex work. “It was extremely important to me that it is grounded and real and that it’s not gratuitous or exploitative or titillating in any way,” she says. “George said to me, ‘Michelle, we don’t want the 2016 version of this; we want the 1971 version of this.’” MacLaren focused on finding the essence of the era. “This was a time in New York City where there was kind of a free-for-all. There was a lot of opportunity and not a lot of thinking about moral consequences. It felt to me that, on the surface, it was a very exciting time. But when you get behind closed doors, then you see the harsh reality of some of these choices.” In an interview with Uproxx’s Alan Sepinwall, Simon laid out the show’s goals: “There was a lot of arguing and discussion and intellectual rigor that really went into, first of all, why are we doing the show and what do we hope to say? Second of all, what is the imagery that is addressing that, what is prurient, what is puritanical? We needed to land it in such a way that we weren’t measuring it by pornographic metrics. That was the most important job.”

But an aesthetic can’t be built on a checklist of negatives to avoid. For more affirmative inspiration, MacLaren turned to a formidable roster of touchstones for The Deuce: “Taxi Driver, Panic in Needle Park, French Connection, Saturday Night Fever, Shaft, Mean Streets,” she rattles off—and that’s just the films. MacLaren also collected books and photography collections that could provide reference points for hair, wardrobe, and rigorously recreated street landscapes. “There was a garbage strike in New York—it was long before Bloomberg, obviously—and there weren’t trees and the city was pretty dirty, especially this area,” MacLaren marvels. “You had this interesting combination of people dressed up going to the theater walking by the prostitutes standing on the street corner.”

The production team, headed by designer Beth Mickle, staged the show’s version of midtown at Amsterdam Avenue and 164th Street in Manhattan’s Washington Heights neighborhood. Even the advertisements are authentic: “Every poster, everything in every window, is either from 1971 or recreated accurately from 1971.” With the exception of a single hotel room recreated on a soundstage, the entirety of the pilot was shot on location across New York City, with a two-block stretch of shops at the Washington Heights home base standing in for four major locations: 42nd, Seventh and Eighth Avenues, and Times Square itself. “We would redress certain parts of [the set] for when it played different streets,” MacLaren explains. “We had to reroute traffic, depending on which street we were shooting it as.”

To recreate the famous porn theater marquees, computer-generated imagery was added in post-production, making for several spectacular wide shots as the camera pans back and reveals the full scope of the Deuce in all its vibrancy. MacLaren credits cinematographer Pepe Avila del Pino, and the light boxes he built in lieu of real theater marquees, for the effect: “On one marquee, you had all the little light bulbs and everything. [But] we couldn’t afford to build marquees; also, we couldn’t afford the time to put them on and off when we changed to other streets, and the buildings couldn’t take the weight of them. So in all those wide shots, the interactive light on the actors is from the light boxes and the CG marquees.”

The Deuce is MacLaren’s first nonaction project in some time, though it turns out many of the skills overlap. “It was very interesting and exciting for me to do something about a subject matter I’ve never done before,” she says, while also making the case

that Albuquerque meth wars and epic fantasy aren’t as far off as they seem from the more grounded, less operatically violent—though still violent—world of New York’s bygone underground. “Funny enough, people ask me, How do you approach a sex scene? How do you approach an action scene? Actually, my approaches to them are not that different. When you’re doing action and sex scenes, there’s a story within that scene. There’s an emotion, a tone, and a story you want to tell. You have to break down your shot and how you’re gonna shoot that and the action and feel you want to promote in both those kinds of scenes. I know it sounds odd, but to me, there’s very much a similarity to the approach.”

Beyond participating in the misogyny it’s attempting to highlight, there’s another extreme The Deuce neatly avoids. Clear-eyed as it can be, The Deuce is never a cavalcade of misery or a history lesson that forgets to be entertainment. The Deuce, surprisingly, is fun—at times, it has the feeling of an especially lewd workplace comedy, albeit one that never loses sight of what could happen when the casual banter curdles into something less amicable.

“George said to me, ‘Michelle, we don’t want the 2016 version of this; we want the 1971 version of this.’”

—MacLaren on George Pelecanos

Much of The Deuce’s tone is determined by the writers’ room, but carried out in technical decisions about how the camera moves and what that movement implies. MacLaren repeatedly returns to the dichotomy between public and private lives, with “exciting surface” and “harsh reality” as recurring and opposite themes. “When you’re in the diner, or when you’re on the street, I wanted the camera to be moving and to have that fluidity to show the connection between the pimps and the cops and the prostitutes, that everybody is interwoven,” she explains. “Then when you get behind closed doors, [the camera]’s very static.”

In the pilot, the camera functions as a baton to be passed among major characters as they are introduced. In the blink of an eye, the show pivots from image-conscious pimp C.C. (Gary Carr) to world-weary streetwalker Darlene (Dominique Fishback), or from a ne’er-do-well pawning off gambling debts on his more upstanding twin brother (both played by James Franco) to an outer-borough single mother (Maggie Gyllenhaal) doing tricks to support her young son. MacLaren’s direction emphasizes another of Simon’s favorite recurring themes: the inescapable overlap of institutions. “I loved the characters and the complexity and the layered corruption between the pimps and the prostitutes and the police and the mobsters,” MacLaren says of what initially drew her to the series. “It was so intricately woven” on the page, a quality she aimed to build on in the final product. The Deuce’s complementary building blocks are different from The Wire’s, but together, they achieve a similar sprawl, weaving together the men and women who sell sex, the cops who police them, the bartenders who offer everyone a space to drink off a night’s hard work side by side, and the mobsters who’ll soon finance a more legitimate kind of commodified intercourse in the form of pornography.

Behind those mythical closed doors, the direction takes on an almost stale, deliberately airless quality. When Gyllenhaal’s Candy—née Eileen—gets home to her nice but unpretentious apartment, the camera stays put as she takes off her wig and unsentimentally counts out a night’s earnings, exhausted. There’s nothing fun or buoyant about the aforementioned final shot, where Franco’s Vinnie (the industrious bartender to his identical twin’s degenerate gambler) walks in on C.C. abusing a prostitute and declines to intervene, instead retreating to his hotel room. “I always say that great writing inspires us visually, and this is beautiful writing. I read that last scene and really wanted it to be a gut punch,” MacLaren says.

The same approach applied to the act of prostitution itself. “There was definitely a conscious choice that, when it was transactional sex, it was shot one way; if two people are making the decision to have sex because they love each other or care for each other or whatever, it’s shot in a different way,” MacLaren says. She points to a scene in the pilot where Darlene negotiates the aftermath of an encounter with a man who initially seems to be an assailant, but turns out to be a regular client with unorthodox taste. “After they’ve had sex, she’s sitting there; her jaw is hurting, her wrist is hurting, he gives her an extra 20 bucks.” Their conversation is matter-of-fact—boring, almost. MacLaren makes sure we see the businesslike cleanup that follows the heat of the moment.

Most television directors, even on visually arresting shows, are essentially hands for hire—except, crucially, for the pilot director, who establishes the baseline feel of the show for successors to operate within. In recent years, it’s come into vogue for high-profile feature directors—David Fincher for House of Cards, Martin Scorsese for Boardwalk Empire and Vinyl, The Deuce’s most immediate predecessor—to lend their talents for a single episode before departing to focus on their own projects. MacLaren, however, is credited as a producer and directed the season finale as well as the pilot. She takes a TV veteran’s steady hand to the intimidating task of building a new and enormously difficult series from the ground up.

“When you’re doing action and sex scenes, there’s a story within that scene. There’s an emotion, a tone, and a story you want to tell.”

—MacLaren

It should be mentioned at least once that MacLaren is a woman in a line of work where women remain notoriously underrepresented. She is understandably impatient with the idea that her gender might affect her creative choices: “I see myself as a director, not a female director. I think we all bring our own sensibilities to anything that we make. … [Another] female director could interpret this [material] differently.” It’s still noteworthy that women had a significant say in how The Deuce took shape, especially given the show’s focus on women, their bodies, and how those bodies are commodified. Between MacLaren’s two episodes and midseason installments from Uta Briesewitz and Roxann Dawson, fully half of The Deuce’s first season was directed by women, and according to Simon and Pelecanos, the majority of production department heads were also female.

Taken as a whole, The Deuce represents a seamless fusion. Simon’s pointed shabbiness remains the law of the land: Cigarette smoke clouds nearly every frame, and the color palette has a blanched pallor. Meanwhile, the camera’s vivacity captures the rich texture of the street: the crush of bodies in Port Authority while two pimps talk Vietnam, an archetypically Simonian exchange; the way shop talk between prostitutes instantly transitions to calculated flirtation with would-be clients. The Deuce is new territory for everyone involved, MacLaren included. “It’s always wonderful and challenging when you get to try something new,” she says in summation. “But you always bring things that you’ve learned from other shows. There’s certain shots I would do on Breaking Bad that I would never do on Game of Thrones or Walking Dead or The Deuce, and there are certain shots on some of those shows I would never do on Breaking Bad. It’s really all about, ‘How do you best use the camera to tell the story, and what is pertinent to this particular story?’”

Disclosure: HBO is an initial investor in The Ringer.