ARCHIVAL (3:00 A.M. AD, 2008):NARRATOR: Its 3:00 a.m. and your children are safe and asleep. But theres a phone in the White House, and its ringing.

JOSH GOTTHEIMER: I saw Mark scratching away on his pad. I remember saying to him,What are you working on? He said, We need a game-changer.


ARCHIVAL (CNN):WOLF BLITZER: A strong victory for Barack Obama today in South Carolina.

ARCHIVAL (NBC NEWS):KEITH OLBERMANN: In Idaho, the caucus there, again, is going to go to Barack Obama.

ARCHIVAL (FOX NEWS):FRANK LUNTZ: Obama is getting better and better as time goes on.

DAVID PLOUFFE (CAMPAIGN MANAGER, OBAMA 2008): Ive never had a period in politics like that. It was just one big win after another. We really thought we were kind of one gate away from completing the obstacle course.

MARK PENN (CHIEF STRATEGIST, CLINTON 2008): We knew we were behind significantly at that point. And so the question was, did it make sense for us to keep going? How do we really turn this thing around in Ohio and Texas? What was it going to take? I wrote four or five potential ads, and Hillary, pretty quickly, wrote back and said do the 3:00 a.m. one.

ARCHIVAL (3:00 A.M. AD, 2008):NARRATOR: Its 3:00 a.m., and your children are safe and asleep. But theres a phone in the White House, and its ringing. Somethings happening in the world. Your vote will decide who answers that call.

MARK PENN: One of my theories was that she had to run as a Margaret Thatcher type figure, someone who could really be another iron lady given the worlds situation and given the demands of the presidency, and who could appeal both to women and men.

ARCHIVAL (3:00 A.M. AD, 2008):NARRATOR: Whether its someone who already knows the worlds leaders, knows the military, someone tested and ready to lead in a dangerous world

MARK PENN: The music was the last piece, and so we did testing. We had horror music in one of them. The horror music just tended to frighten people too much. It was alarmist, and cheesy, frankly. We eventually settled on kind of, military, American sounding music.

JOSH GOTTHEIMER (ADVISOR, CLINTON 2008): There was still a debate going on internally, of course, whether to run the spot. Theres a conference call very late at night, and the president was on an airplane. He said, Im taking off now so weve got to make a decision. Mark said, Weve got to get this to the stations. Weve got to ship it. So the president said, Okay, lets run it. And I remember his voice sort of fading out as you heard the plane taking off and his cell phone kicking out.

MARK PENN: It was clear hours into it that this was going to be a huge phenomenon. You couldnt turn cable TV on without hearing the ad six times.

ARCHIVAL (ABC NEWS):REPORTER: Hillary Clinton launched a new television ad today

ARCHIVAL (CNN):ANCHOR: questioned Obamas national security credentials

ARCHIVAL (NBC NEWS):REPORTER: Her so-called 3:00 a.m. ad

DAVID PLOUFFE: Honestly, we were pretty outraged by it, because you know, we thought that absent, some cataclysmic event, we were going to be the nominee. And that was an ad that could damage us potentially.

ARCHIVAL (3:00 A.M. AD, 2008):NARRATOR: Hillarys right.

DAVID PLOUFFE: We thought that that was a kind of a low blow.

ARCHIVAL (NBC, SATURDAY NIGHT LIVE):FRED ARMISEN: What do I do Hillary? What do I do?AMY POEHLER: Mr. President, you can start by getting a hold of yourself.FRED ARMISEN: I cant!

MARK PENN: A question raised was: should we have run it earlier? And did we wait too long? I mean, we turned around Ohio and Texas, but that was not enough.

DAVID PLOUFFE: I look back on it, and I dont think it had much effect, but I do think what it showed was, they were gonna fight to the very last breath for this thing. When youve gone through a battle like that, only you can understand what its like to be in the battle with each other, right? When we were duking it out, and she just wouldnt let us go, and the primary kept going on, it is remarkable to me that probably the best part of that campaign for her was at the very end, where mathematically she didnt really have a chance anymore.

ARCHIVAL (YOUTUBE):HILLARY CLINTON: People all over the world have asked me: how could you and President Obama work together after you fought so hard against each other in that long campaign?

MARK PENN: I think a lot of what this ad did was to crystallize something that remains extremely important to her race today. As you go into 2016 its pretty clear that her image and experience as secretary of state, as a strong leader is critical, particularly in todays turbulent world in terms of whether people ultimately will vote for her.