Michelle MacLaren has directed episodes from The X-Files, Breaking Bad, and the first season of The Walking Dead. This week's edition of "Dispatches From the Set" from AMC includes talking with Michelle about directing the episode "Guts" from the first season, working with Greg Nicotero, and her work on season 2.

The second season of The Walking Dead begins with a 90-minute episode on Sunday, October 16th at 9PM.

Q: You directed the second episode of Season 1, "Guts." What's it like to go from downtown Atlanta to a rural farm?

A: There's a lot more bugs! And there's ticks! And gnats! And I'm covered in Deet all the time! I loaded up in Los Angeles, and I'm wearing all the bug-sprayed clothing that Amazon.com has been kindly delivering to me. But I would say that the biggest difference is the beauty, really. In the city, it has its own beauty but it has a lot of concrete and it was very hard and very severe: Skyscrapers, hard cement, that kind of thing. And then you come out here and you're in this gorgeous location -- everywhere you look is stunning, and I love the contrast to the horrible zombie world that we're in. So you've got the stark contrast between beauty and post-apocalyptic zombies and death.

Q: You've directed several episodes of (and are an Executive Producer on) AMC's Breaking Bad, which is known for depicting vast landscapes. Does this feel like more familiar territory?

A: We do shoot a lot in the desert in Breaking Bad. And there's a lot of starkness and it's gorgeous and a lot of light. Actually, I was looking at the light here the other day and it reminded me of New Mexico. It's just stunning when the sun's setting and rising. And a large part of that are the golden browns in the fields here.

Q: Last season you had to contend with rats. Which is worse: rats or bugs?

A: [Laughs] I knew you were going to ask me that. Hmm. I don't know, we haven't shot in the swamps yet. We went into the swamp to scout, and our driver Will had shorts and a T-shirt on. And we had to traipse through bushes and things like that. And Will is actually a biologist and he was telling us all about it and I was asking him about ticks while we were walking through these bushes, and he goes, "See, I've got ticks on me right now," and he took 10 ticks off his body. Also, the other day I was giving Jon Bernthal [Shane] notes and he pulled a tick off my neck. That was pretty gross. But rats were pretty bad, I have to say. Funny enough, I'd probably rather deal with this than rats. Greg Nicotero came up to me at lunch one day to show me the fake rat for approval, and I turned around and I just screamed. [Laughs]

Q: Your episode of The Walking Dead this season features a large action set-piece. How does it compare to the action scenes you've done on Breaking Bad?

A: I actually approach both of them the same way, which is I plan everything out ahead of time, like a military operation, basically. In order to really pull this off you've gotta be really prepared. This one is different, though, because there are a lot more people. I looked at the call sheet and I have never seen so many people on a call sheet before. You've got your cast, then you've got your hero zombies, then you've got your stunt zombies, and suddenly the entire page is filled with actors. It's a challenge, because it's a lot of coverage.

Q: What are some strategies you've picked up for filming such a complicated scene with so many people?

A: We actually had to think of a lot more logisitics: The amount of time it takes for the makeup, the amount of time it takes to resquib, the amount of people that we have to cover. So we came up with a plan to have different groups of zombies so that while we shoot one group we're squibbing the other, and while we're resquibbing the first group we turn around and shoot coverage on the shooters. I don't think you're gonna get everything you need unless you approach it that way. But also -- and this is the hard part for me -- you have to let go of some of your shots. Because you're not going to get everything. So right before lunch we got a fair amount of squibbing, but we don't have everything that I would like to have. But we made the decision to move on to the next piece of the puzzle, so at the very least we get the basic story and we can cut it together. And then hopefully, we can have enough time to go back and get some more zombie squibbing later.

Q: Your first The Walking Dead episode was named for its gore; this episode has a fair amount of blood and guts as well. Are you becoming desensitized to Greg Nicotero's handywork yet?

A: I always judge the effectiveness by the "ew" factor. I mean, it grosses me out -- I love looking at it first of all for the story, I know it's not real, but if I'm grossed out by it, that's awesome. I suppose I'm not used to it... I'm still not used to it, but I love it.