Mad Men does a lot of things well, but one of the show’s greatest skills that’s rarely ever mentioned is its ability and willingness to make its audience genuinely uncomfortable. My personality tends to run a bit too analytical to be emotionally affected by most of the TV shows that I watch, but last night, Mad Men made me feel feelings.

In a season that’s been dark and serious almost wall to wall, last night’s episode was perhaps the darkest and most serious installment yet. Now that we’re nearing the end of the season, everyone’s back-room dealings are coming home to roost, some quietly and some in far more spectacular fashion. If nothing else, the next time I feel compelled to stomp out of someplace, I hope The Kinks are playing in the background when I do it.

While cleaning up my notes and waiting for the midnight rerun last night, it occurred to me that there’s perhaps a difference between enjoying an hour of TV and judging it as a high-quality piece of work. Often those two things happen simultaneously, but last night’s episode was excellent, despite the fact that few of us likely extracted much glee from anything about it, save perhaps the final scene. It was a downer in practically every sense, and it was also one of the finest episode of the series to date.

I’m getting ahead of myself. Last night’s episode started in the thick of the Jaguar creative process, and despite what appeared to be a long-standing gathering of writers around the conference table with Don, little was being accomplished. Don knew that he wanted to paint the car with the brush of sexual desire, and because car-as-woman is not exactly a novel concept, a unique angle was somewhere beyond their grasp. Something about a mistress, perhaps?

That night, Ken and Pete were doing their part of the pitch process by entertaining the head of the Jaguar Dealers’ Association, who had one of three votes to pick the agency that would represent the brand in the states. He was a toad of a man – rotund, balding, completely ordinary in personality and intellect. And what do men like that want more than anything? To use their wealth and power to coerce the attention of women whose heads they’d never be able to turn on their own. In this case, our Joanie.

The man made his desires clear in no uncertain terms: a night with everyone’s favorite redhead would ensure his favor during the voting process, and otherwise, no dice. As you would assume, Ken and Pete took this news very differently; where Ken saw the end of the road, Pete saw an opportunity to become an even worse person than we all thought humanly possible. And if there’s one thing we all know, it’s that if that opportunity presents itself, Pete will take it.

In fact, he made no delay in taking the opportunity in the office the next morning. Pete had clearly been honing his pitch all night in preparation for that moment, and he started off apologetically, sheepishly. He even got up to light Joan’s cigarette for her. When the idea started to settle in, though, and it became clear to both him and us that Joan wasn’t going to kick him in the balls simply for mentioning it, he went for the hard sell. Cleopatra was a queen, don’t you want to be a queen? It was disgusting, but it was also a clear demonstration of why Pete’s so good at his job. Joan shut him down, of course, but she didn’t do it angrily enough to make Pete think he had been beaten. He’s got a potential apartment in the city riding on this account, and he wasn’t going to let it go easily.

He decided to set the question to the partners next, and Don was the only person who marched out of the meeting and refused to dignify the entire subject with his attention. The rest of the partners were scandalized, naturally, but after talking it over for the bare minimum amount of time, each of them acquiesced to offering Joan $50,000 to sleep with the dude from Jaguar. Lane, of course, had his own ideas for that money, so he had his own ideas about how Joan should be compensated. Lane shouldn’t be considered positively in all this; even if Joan’s partnership does work out better for her in the long run, his suggestion was entirely motivated by his desire to skim money for himself to pay his taxes. Joan’s lump sum payout would have made that impossible for him to do.

In a move that genuinely surprised me, Lane actually summoned up the balls to go into Joan’s office and tell her to demand a 5% voting partnership in the agency, which not only gave Joan some options to consider, but also told her that Pete had presented the “opportunity” to the rest of the partners for discussion. She was embarrassed and angry, of course, but Joan’s a practical woman. She has an infant at home, a husband who’s divorcing her and cutting off her access to his Army pay to support the baby, and limited personal and career prospects as a single mom in 1967. Lane didn’t know any of that, obviously, and Joan repudiated the idea to his face, but his alternative offer ended up being exactly what Joan needed to hear.

There were other things going on, of course. While all of those meetings were happening, Peggy was in one of her own with Ken and Harry, extending the Chevalier campaign by adding another commercial on the fly. When Peggy went to announce this victory to Don, though, she had the unfortunate timing of doing it right after Don found out about what Jaguar wanted in exchange for their business. Don insulted her, even threw a few dollar bills at her, and that was all she needed to hear.

We next saw Peggy having lunch with Freddy Rumsen, discussing her career thus far and her future prospects. Peggy’s been frustrated by her stalled ascent at SCDP for a while, and sometimes when there’s no room to go up, you have to go out. Freddy told her to take meetings and accept an offer elsewhere, but it halfway seemed like he was advising her to do that so that he could have a stab at her spot at SCDP. Despite that, it still seemed like solid advice. Sometimes solid advice benefits both the giver and the receiver.

And then there’s the issue of Megan and Don. Megan had expressed at least mild disgust at a beautiful car being compared to a man’s beautiful mistress (gee, I wonder why), and despite the fact that Don had ordered that campaign abandoned after learning of Joan’s possible fate, not all was well at the Draper residence. Megan had another audition in her future, and before going on it, she and her actress friend from a couple of weeks ago showed up at the office to…gain some confidence.

Megan and her friend went about that in different ways. Megan took Don into his office and banged him right there on a chair, and meanwhile, her friend was crawling around on the conference table, ass hanging out of her dress, pretending to be a jaguar for the benefit of the writers. Well, most of the writers. Ginsberg was more interested in what Megan had done – shown up out of the blue to her much older husband’s workplace for a little nookie – than some random girl showing everyone her underwear.

That moment lead to Ginsberg’s new pitch to Don the eventual direction of the Jaguar campaign, and because this is Mad Men, it all fit in perfectly with the theme of the episode. “At last, something beautiful that you can really own.” Because women, we’re just too uppity for that anymore. The line wasn’t just about Joan’s indecent proposal, though; it was also about Peggy’s uncertain future at SCDP (Don makes it clear later that he assumes his earlier mentorship means he essentially owns her career) and the larger attitude of men toward women in the mid-1960s.

The era wasn’t all flower children and Beatles songs, because with massive social change comes the type or resistance that often borders on disgusting (if not eliminating that border altogether). The people in charge generally want to stay in charge, whether that means buying a night with an agency’s highest-ranking female employee in order to close a business deal or denying someone their two weeks’ notice and a chance to say goodbye when they leave for a new job.

I’m getting ahead of myself again, though. Ginsberg’s Jaguar pitch also applied to Megan’s story arc, in addition to being inspired by her, and as the episode moved forward, it seemed more and more apt. Megan went to her audition and received a callback to come in again, and when she excitedly announced that to Don, she also mentioned that she’d be spending three months in Boston for rehearsals and previews if she got the part.

Not only was he taken aback, but I was surprised too; it hadn’t occurred to me that being a stage actress would take Megan out of New York for months at a time, and I’m betting Don didn’t realize that either. A fight ensued, and I couldn’t help sympathizing with Don. Being without your spouse for that long is hard, and I’d imagine it’s particularly hard when you know that your baser impulses tend to take over when your wife isn’t guarding you 24/7. Going from seeing your wife all day, every day to not seeing her for weeks on end in a relatively short amount of time? I’d say that’s definitely jarring enough to excuse some short-term anger.

And the anger was indeed short-term. Megan went on her audition, which seemed to generally consist of a few middle-aged men leering at her and asking her to spin around for their enjoyment. It seems as though Megan’s career may be headed for the casting couch, which wouldn’t have been odd for that era (and which would certainly fit in with the themes of this episode, the Jaguar campaign and the season at large). Wouldn’t it be a classic Mad Men twist if Megan ended up being the first to cheat instead of Don, which everyone has been predicting all season? Still, Megan’s episode ended with her and Don cuddled up on the couch, which is just about as good an ending to anything as a woman can expect in life.

Now, though, we have to head to a different casting couch entirely. After taking some time to consider Lane’s suggestion of asking for a partnership instead of merely asking for a chunk of money, Joan approached Pete with the terms of her agreement. Because Pete hadn’t really considered the endgame of being an actual pimp (an occurrence perhaps foreshadowed by Lane dubbing him a “grimy little pimp” before clocking him a few episodes ago), there was some stumbling, but ultimately Pete got his ducks in a row and was able to arrange Joan’s cooperation.

Like a cat who got the cream, Pete sauntered into Don’s office that night to tell him that any impediments to the Jaguar deal had been lifted. Don knew what that meant, and after telling Pete off a little, he headed straight to Joan’s house to tell her that she didn’t have to do it, and that the business wasn’t worth it. Joan seemed touched by his sudden appearance at her apartment, as well as a little relieved that he hadn’t been a part of the “unanimous” vote that Pete had cited, but also wasn’t in the mood for a long discussion.

Joan went through with it, of course. She had no choice, in a variety of ways. Not only was she in need of the financial security for her baby that she thought the partnership would give her, but securing the Jaguar business would also help grow the firm and guarantee its longterm financial health. Joan’s always been the type of women who might seem frivolous to passers by but who is actually exceedingly practical, and her participation, under the correct circumstances, should never have been doubted. Women had very few things to trade on in that era, particularly in a man’s world like advertising, and Joan has been aware of what the world views as her strengths as long as we’ve known her. That’s also one of her great strengths, although one of the less-celebrated ones: she’s sharp as a tack.

And so Joan went to the Jaguar dude’s hotel room, corrected his historical allegory for the situation (because she is better than him, smarter and superior in every way, even if that’s the only way she could ever show him that), refused his help in removing her dress in favor of doing it herself, and slept with him, leaving immediately after her part of the bargain had been fulfilled. As if that scene hadn’t been hard enough to watch, what came after it made it all the more heartbreaking: Don’s visit to Joan’s apartment hadn’t come before her night with the Jaguar exec at all. It came immediately after. He was too late, and Joan went into it thinking that he had signed off on the whole idea. If a moment of TV has ever absolutely crushed me, it was that one. Don did the right thing, but in the face of such a “rolling catastrophe,” as Todd VanDerWerff at AVClub put it, the right thing was completely hollow. Perhaps it would have been even if he had made it in time.

The same could be said for how Don and Peggy ended the episode, actually. Peggy took Freddy Rumsen’s advice and not only set up some meetings, but also dyed her hair darker and bought some clothes that befit someone ambitious and worldly. The visual seemed to impress Teddy Chaugh (or however he spells it), in addition to the fact that he’s still looking to get one over on Don Draper, and he offered her the position of Copy Chief and a thousand dollars a year more than what she had asked for (which was considerably more money than that it is now), so long as she accepted on the spot. And she did, although we didn’t know that for a fact until later. Everyone has their price, particularly when backed into a corner, and that’s the moral of this episode as much as anything else is.

Everything came to a head at the office shortly thereafter; everyone knew for a few minutes that a call from Jaguar was coming, one way or another, and I was utterly terrified that Matthew Weiner was going to pull the rug out from under us once more. For a awful moment, I was almost sure that SCDP wasn’t going to win Jaguar’s business, and that Joan’s sacrifice had ultimately gained them nothing. Thankfully for my mental state, Jaguar awarded them the account, but “relieved” isn’t quite the right word for what I felt. In the same moment that the partners received the news, Don found out that Joan had been given a partnership, thereby confirming to him that she had done what he fervently hoped she wouldn’t.

Don wasn’t in as much as a celebratory mood as everyone else, of course, and neither was Peggy. While the rest of the group popped champagne and congratulated themselves on a job well done, she and Don stepped into his office for the last shocking moment in an episode that was full of them. As I mentioned previously, Peggy met with Teddy Chaugh and decided to give her notice in the aftermath of the Jaguar decision. Notably, she was again wearing a dress more typical of a serious business woman than plucky Peggy Olson, but she started her speech in such a nervous way that I thought at first that Don would be able to bring her back into the fold.

Don apparently thought the exact same thing, because at first, he took her resignation to be entirely a bargaining chip to get a raise, so much so that he was impressed with her chutzpah and timing. When it became clear that she wasn’t looking to bargain, he tried to buy her off. When that didn’t work, he became angry, but by the end of their interaction, he seemed to sadly accept that no matter what he did, it was too little, too late. Watching Don kiss Peggy’s hand actually brought tears to my eyes, and I’m tearing up again as I’m writing this. Told y’all that this episode made me feel feelings.

After an hour’s worth of anxiety, fear, shame, tension and loss, things did end on a small, upbeat note. Don had denied Peggy her two weeks’ notice during the angry phase of their conversation, so while everyone was popping champagne in the conference room, she gathered up her thermos, coffee mug, portfolio and coat and left the office, perhaps for good. Joan was the only one who noticed her leaving, but she didn’t follow her out to see what was going on. So Peggy got on the elevator alone, smiling, with The Kinks blaring in the background. It was a moment as exhilarating as the rest of the episode had been brutal, which is probably a dichotomy of emotions that a lot of women felt in 1967, in the workplace and elsewhere.

    Stray Observations:

  • Early in the episode, Joan asks Pete how he would feel if the same thing that had been asked of her were to be asked of Trudy. We already know the answer to that question, because Pete already tried to whore Trudy out to her ex-boyfriend to get a story of his published in a magazine back when Ken Cosgrove got published in The Atlantic, and then he got mad at her when she wouldn’t do it. That wasn’t even for the financial wellbeing of the business, it was just to stroke his own fragile ego. So, safe to say that Pete is indeed comfortable with whoring anyone out at any given time, including his own wife. If the Jaguar exec had asked to sleep with him instead, I’d guess that Pete would have gotten down on all fours, ass-up, in the middle of the restaurant. He’s just that guy.
  • Once the idea was floated of the exec spending the night with Joan at the top of the episode, I think part of us all knew it was probably inevitable, like a train speeding at a car that’s stalled on the tracks. You try to tell yourself that maybe it’ll stop, maybe there’s some way that the breaks can be pulled in time, maybe the laws of physics can suspend themselves for just long enough to change everyone’s fate. In reality, you know that nothing can come of the situation but destruction.
  • Roger wouldn’t stop the group from encouraging Joan to spend a night with the Jaguar exec, but he wasn’t willing to fund the endeavor himself. A real gentleman, that one.
  • I don’t blame Joan for going through with it for one second. I don’t think she really had a choice, even though I doubt that there would have been an overt retaliation for her resistance. When the fridge is on the fritz and your husband’s divorcing you and your alcoholic mother won’t shut up and you have a baby’s entire future to think of, not to mention your own, sometimes the options that present themselves, however unpalatable and heartbreaking, are the ones you choose from. Ultimately, it seems as though this situation made Joan feel less filthy than taking Roger’s hush money for 18 years, and if that’s her choice, then it certainly doesn’t make me lose even an ounce of respect for her. Only for the men around her that made it a feasible option.
  • Most people would probably like to say that they wouldn’t do what Joan did in the same situation, but I think that for most people, that denial probably self-flattery at best and delusion at worst. I think I’d do it, if I’m being honest with myself. A lot of people do far more awful things for far worse reasons. And for far less money, too. Joan’s decision was exceedingly practical, maybe even responsible, if soul-crushing.
  • I’ve used the word “brutal” previously in this recap, but it strikes me as the most accurate term for a lot of what went on, both narratively and thematically. Mostly, it seems to be the only word to describe some of the harsh truths that the episode expressed about how men view women, all the way from Joan to Megan to Peggy. In 1967, no matter what they did or how smart and hardworking they were, they were all objects before they were people. Unfortunately, that’s too often true in 2012 as well.
  • When everyone was celebrating in Roger’s office, Joan only hugged Lane. I hope that his selfish advice to her actually works out in her favor. I think it would break my heart too much if it didn’t.
  • It was a brave episode, all around. You have to have a masterful group of writers to make great TV that an audience can recognize as great while simultaneously hating everything that happened therein. I’m glad they didn’t take the easy way out and have Joan abandon the endeavor and stomp out of the hotel room, and that they didn’t feel the need to tie everything up with a feel-good ending for everyone. It’s much more devastating this way, and sometimes that’s what it should be.
  • I mentioned it before, but I really loved that Joan corrected the Jaguar exec’s historical references during their encounter and swatted his hand away in favor of removing her own dress. Joan may have agreed to do something that was beneath her, but she did it on her own terms. As much as she could, anyway.
  • I honestly never expected Peggy to pull the trigger and leave SCDP. I, like Don, underestimated her bravery.
  • This episode did a lot to bolster the idea that Mad Men is really all about the women, but it would be wrong to gloss over how perfectly Jon Hamm played the entire episode. He’s a tremendous actor, a man simultaneously so movie-star handsome and capable of such emotional depth on screen that it almost defies comprehension. How does he exist?
  • I could keep talking about this episode for a couple thousand more words, probably, but I have to stop somewhere. It may have been the finest hour of television I’ve ever seen. I didn’t take any notes at all for the last 30 minutes because I was literally incapable of doing anything but staring at the television in rapt silence.
  • At just over 3850 words, this recap is nearly 14 pages long when double-spaced in a Apple Pages. It is the longest recap I’ve ever written, and longer than all but one paper that I wrote during college, even though both my major and minor (journalism and comparative lit) were writing-based. Someone needs to take my computer away from me and hide it before I make it longer. I hope you’re all having a good Memorial Day.

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