Masters of Sex Paleyfest Panel

At Monday night's PaleyFest panel at L.A.'s Dolby Theater, the cast and producers of Showtime's freshman drama reminisced about its rookie year, which included one note that questioned "too much sex."

There wasn't much to dish on season two of Showtime drama Masters of Sex, considering production began just a week ago. The cast and executive producers at the PaleyFest panel Monday night, however, had plenty to say about last season, including why staying true to a period piece means even wearing the proper undergarment, even for a non-sex scene.

Lizzy Caplan mentioned that on set Breaking Bad's Betsy Brandt, newly added for season two, asked her how the women handle going to the bathroom wearing such undergarments. "A couple days ago, she said, 'How do you do this?!'"

Michael Sheen joined Caplan on the panel, along with co-stars Caitlin FitzGerald, Teddy Sears, Annaleigh Ashford and EPs Michelle Ashford and Sarah Timberman, who said they came directly from shooting a season two scene to the Dolby Theater. They were watching a scene between Beau Bridges and Allison Janney; Timberman said, "We were both weeping and weeping," giving a nod to the actors' well-received scenes in the first season.

Below are some of the other highlights from the panel, as the cast recalled their favorite moments, auditions and all those sex scenes:

1. Michael Sheen and Lizzy Caplan disagree on audiences' smarts

When Caplan was cast for the part of Virginia Johnson, she was then filming the comedy Hot Tub Time Machine and mentioned it was one of the many reasons she took the role, "proving to myself I could do more than one thing," she said. Upon the wild applause the comedy received from the audience, Sheen jokingly condemned the theater. Caplan later praised the show's feminist story, adding "it's so refreshing and proves how smart audiences are to demand more. Hear that, Michael?"

2. Annaleigh Ashford auditioned as a buttoned-up secretary and came out a hooker

The actress talked about how she wore a pink button-up shirt and read for the part of Jane (played by Helene York), but was called back to read the part of the rambunctious brothel worker Betty, as she unbuttoned her shirt as far as she could and put on her now signature accent. The EPs agreed it suited her better. "It was all wrong. But she makes such a good hooker," Michelle Ashford said, to laughter.

3. Showtime gave one sex note

Timberman mentioned how "completely in-step" Showtime and Sony has been for them, but they did receive one note: "There's too much sex in this episode."

4. Location, location, location

The Sony studio parking lot and entrance to one building is used as the hospital entrance and parking lot in the show. Many of the interior hospital scenes were shot in an abandoned tuberculosis hospital from the '30s. "It looked like a Stephen King nightmare," Michelle Ashford said. "It was sexy!" Annaleigh Ashford joked.

5. Teddy Sears' sex audition tape

As the actor talked how it was performing his audition for the show, in which he had to read a sex scene, Sheen jokingly added they had the tape to show everyone at the theater.

6. There's an emphasis on "the more complicated choice"

Sheen brought up the idea of how the show always goes for the more complicated choice, and it's a theme of discussion that ran through the evening. Caplan mentioned how, even amid a love triangle, neither woman played by Caplan and FitzGerald are portrayed as a "villain" or as the "doormat," she said. This three-way relationship, Michelle Ashford added, lasted an entire 10 years in the real-life story of Bill Masters and Virginia Johnson.

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