This post contains frank discussion of several plot points from Season 8, Episode 3 of Game of Thrones. If you’re not all caught up, or would prefer not to be spoiled, now is the time to leave. Seriously: this is your last chance, and you won’t have another so, get out while the getting is good.

This episode of Game of Thrones was called “The Long Night,” which is primarily an allusion to the fabled battle of old that rocked Westeros and may play a part in the prequel series currently in the works at HBO. But it’s also a rather apt name for an episode of television that had many at home squinting and scooting closer to see if one of their favorites had just died in the dimly lit clash between the army of the living and the army of the dead. (We have a full accounting here.) The episode’s director of photography, Fabian Wagner, spoke with Vanity Fair’s “Still Watching” podcast about some of the challenges of shooting this nocturnal skirmish.

First, it’s worth noting that episode director Miguel Sapochnik has said that he studied the long nighttime fight at the center of The Lord of the Rings: The Two Towers, called the Battle of Helm’s Deep, in order to figure out how to create a super-sized battle episode that wouldn’t tire audiences out. You can see a lot of that famous cinematic skirmish in the Battle for Winterfell, but one thing you won’t see is Oscar-winning cinematographer Andrew Lesnie’s approach to lighting.

Wagner in his interview with Vanity Fair stressed that despite its zombies and dragons, Game of Thrones is a very naturalistically and “classically” shot show. Over the years, the cinematographers have relied on sunlight, moonlight, candlelight, and fire light. Lesnie, on the other hand, had no such compunction. Lord of the Rings star Sean Astin once asked Lesnie “where is the light coming from?” when they were shooting in what should have been a darkened tower. Lesnie replied, “Same place as the music.” Which is why Helm’s Deep is lit up like Fenway Park, making every grim king, glam archer, and shield-surfing elf easy to pick out in a crowd.

A blue-ish tinge is all Lesnie needed to connote “night,” but Wagner had to deal with something much trickier. “I wanted to evolve the lighting,” he said and worked to make the “storytelling of the lighting evolve with the storytelling of the characters.” Wagner gave this interview before the episode aired so he didn’t get specific, but knowing that we can look a little more closer at the episode’s use of fire not just from a pragmatic lighting standpoint, but from a character point of view as well. Why did Melisandre return to Westeros? Why to light this episode of Game of Thrones for us of course!

Twice in fact!

There’s something to be said for this, character-wise. Both Beric and Melisandre, servants of the Lord of Light, bring hope with them in this episode. Beric inspires Sandor and Melisandre inspires many—but most specifically Arya who is shown to be in total darkness in the Winterfell hallways when she’s at her lowest. The light is used effectively throughout the episode, such as this showstopper boy band moment for the White Walker boys.

But lack of light also plays a pivotal role in this opening sequence which sees an entire Dothraki horde swallowed by the darkness of the army of the dead.

Jaime’s horrified reaction at what’s happening is really a masterpiece of acting. That is, if you can even see it.

Some light is also just purely functional, as with whatever inferno is raging outside the Winterfell library window perfectly framing Arya in this kill. This seems part of Wagner’s effort to “make things smaller” and create an emotional story for each character “that we can follow.”

But sometimes even Wagner’s dab hand couldn’t keep some of the crushes of bodies from being too tough to follow. Sapochnik is fairly quick to give us close-ups of our favorites after each crowd scene to make sure we know they’re still alive, until they aren’t.

But when comparing Sapochnik and Wagner to Jackson and Lesnie, it’s only fair to keep a few other considerations in mind. Yes, The Lord of the Rings takes place in a fantasy world, but Helm’s Deep is a battle between humans, elves, orcs, and one wizard. There’s some CG crowd work for those orcs for sure, but there were also just a lot of amped up New Zealand stunt men and women in makeup screaming in the rain. Game of Thrones has to contend with a digitally enhanced mouldering army of the dead, one giant (and we mean giant) wight, and three dragons. A little dark of night and convenient cloud cover can go along way when trying to grapple with all of that.

Of the challenging conditions he had to work under, Wagner said: “[It was] physically exhausting. . .they say don’t work with animals or kids. We had everything times 100.” It was all there. Even if you couldn’t see every second of it.