Mad Men: “Out of Town”

Season 3 begins with Don heating up some milk for Betty, who has become an insomniac during her pregnancy. Whilst doing so, Don has a series of flashbacks about his own creation. We see his “adopted” mother and father after she have given birth to another stillborn child. We then see his father negotiating with a prostitute (Don’s biological mother), who threatens to “cut his dick off and boil it in hog fat” if he “gets her in trouble” (i.e. pregnant). We then see the prostitute giving birth to Don, and dying in the process. Lastly, we see Don being delivered to his parent’s home. The woman who brought Dick to the family (likely a small-town midwife) says that “his name is Dick… after a wish his mother should have lived to see”.

We then see Don in the bedroom, giving Betty the warm milk. Betty complains that “she” (the baby) is highly active. Don asks how she knows that she’s having a girl. Betty also says that she packed Don’s valise, and that Sally broke the clasp on it, apparently afraid that Don was leaving again. Don and Betty curl up together, and Don tries to help her relax by painting a mental picture of a warm, sandy beach.

At the office, Peggy calls for her secretary, Lola, who doesn’t respond to her repeated intercom calls. Lola’s too busy talking (flirting) with John Hooker, a new member of the Sterling Cooper team (actually, he’s from Putnam Powell and Lowe (PPL), Sterling Cooper’s new parent company). Lola, like most of the “office girls”, has a mad crush on his due to his English accent. Peggy is not amused.


We next see financial officer Lane Pryce (who, aside from Hooker, is the only PPL employee at Sterling Cooper) looking at Bert Cooper’s infamous painting (see above). Bert says that he bought the painting for its sensuality, but that it “also reminds me of our business”. Don walks in the room, says that Burt (Peterson, head of accounts) is on his way, and asks about Roger. Lane, who obviously likes Don, apologizes for sending him to Baltimore to see their client, London Fog. Lane then says the name “London Fog” is ludicrous, as there is no fog in London. Bert Peterson eventually walks in, and instantly he knows that he’s getting fired… which is an especially hard blow as his wife is undergoing treatment for cancer. Bert thought that he has “made it” past the round of layoffs; Lane says that they thought it only proper to wait until she finished treatment to lay him off. Bert looks at Lane and says “you’re the dying empire… we’re the future”… and then he storms out of the office. But he won’t go quietly: he causes a ruckus throughout the office on his way out.

While Bert’s rant goes on, Harry complains about income tax rates with Paul outside Pete’s office. Pete’s phone rings, and his secretary tells him that Mr. Pryce wants to see him. Pete, thinking he’s getting bad news, initially tells his secretary to say that he’s at lunch. He also jumps on her for telling him the “bad news” in front of Harry and Paul.

“I assume you can continue to handle this beautifully while I dispense psychotherapy to the girls in the pool?” – Joan, to John

Joan and John have a snippy conversation outside Bert’s office. John thinks he’s “Pryce’s right arm”, while Joan (and the rest of Sterling Cooper) think he’s just a glorified secretary. He complains to Joan about Americans and their emotions, then complains about how the switchboard operators call him “John” instead of “Mr. Hooker”. Joan, in her passive-aggressive way, snipes back.

Despite his fears, Pete goes to Pryce’s office, where he finds out that he is being prompted to head of accounts, Bert’s old position. Pete, in a dazed joy, has his secretary get Trudy on the phone. The two have a playful phone call, where Pete tell her to make a dinner reservation. After a pause, he also says that he should call his mother (a move Trudy opposes). But perhaps Pete’s celebration is a bit premature: while he’s on the phone with Trudy, Lane offers the same job to Ken. It appears that Lane wants Pete and Ken to fight it out for the job.

We next see Don and Sal on a plane on the way to Baltimore. After Don and Sal have a few laughs over a bad ad in a magazine, Don begins flirting with the stewardess, who calls him “Mr. Hofstadt”, after the name tag on his bag (which was borrowed by his brother-in-law).  After the stewardess walks away – after inviting “Bill” and “Sam” to dinner at the hotel they’re all staying in – Sal says that he’ never seen “a stewardess that game before”, something that shocks Don.

Back at Sterling Cooper, we see Pete and Ken at the elevators waiting to leave. Once inside the lift, Pete says that he likes Ken, and that he’s a fan of his work. Ken counters that Pete was always there for him. It’s obvious that the two think they are the only ones getting the promotion.

In Baltimore, Don and Sal whoop it up at a restaurant with the crew from the airplane. They’re totally “running with” their aliases. In fact, Don tells the crew that he and Sal are accountants, and after being made fun of, he hints that they work for the Mafia via Jimmy Hoffa (or for the government in busting Hoffa). Don’s flirting with the stewardess, Shelly, continues, and the two eventually make their way upstairs to Don’s room, where they start to get undressed.

Sal, meanwhile, calls the front desk complaining that his air conditioner isn’t working. A young bellhop is sent up… and Sal starts making out with him:


Sal seems so happy… but then the fire alarm goes off. Don and Shelly take off down the fire escape, and Don passes Sal’s room on the way down. He looks in the window and sees Sal and the bellhop in a state of undress:


On the sidewalk, Don glares at Sal, who looks ashamed and nervous.

The next morning, Joan and Peggy have a catty conversation in the lobby waiting for the elevator. Peggy asks Joan if she worries about wearing her engagement ring on the subway. Joan says that she doesn’t take the subway. Peggy says that Lola, her secretary, must take a horse and buggy, as she is always late. Joan reminds Peggy that she’s “not at work yet”. Peggy then complains about Lola talking about retaining water, and Joan reminds her that brides are self-conscious. Peggy wonder why, if Lola’s engaged, she flirts with “Moneypenny” (John Hooker) so much. Joan tells Peggy to not call him that, to which Peggy asks if Joan’s defending him. Joan says that she can’t stand him. Peggy then complains about all the typing Hooker talks Lola into doing. Joan sighs and says that she’ll be happy to leave Sterling Cooper soon. Upstairs, Hildy (Pete’s secretary) tells him that Mr. Pryce has called a meeting of all the heads of accounts. Pete, thinking he was the only one, is stunned.

In Baltimore, Don and Sal meet with Morris and Howard from London Fog. Morris, the father, announces that Howard, the son, is going to take an active role in the company. Like a lot of sons that take over the family business, Howard is excited to update the company’s image and wants to expand into accessories like umbrellas, bags and hats.

Back at Sterling Cooper, Joan, Harry and Lane preside over a meeting where Bert’s old accounts are divided between Ken and Pete. Ken, ever the optimist, looks happy to be there and looks forward to the challenge. Pete, on the other hand, looks like his dog just died. After the list of companies is read, Ken asks why Pete got Utz. Harry says that some of the division was done by accounts and others were chosen by their pre-existing relationships. Pete asks Harry if he’s the one that divided up the list. Harry reminds him that 43¢ of every dollar that comes in is spent on TV, but says that the decision was made by “us”, referring to himself, Joan(?) and Lane. And handful of clients are left over; when Pete asks who they’re for, Joan says “Olsen”, causing Pete to grumble even more. Lane then stands up and says that each man is getting half the company… and the he drops a not-so-subtle hint that perhaps one of them would “distinguish themselves”. outside Ken is as giddy as a schoolgirl, while Pete is cranky and confrontational towards Ken.

On the flight back to New York, the tension mounts when Don asks Sal if he can ask him a question… and demands that Sal answer him honestly. After the briefest of pauses (in which Sal looks terrified), Don asks him about London Fog – specifically, about a new campaign idea that Don has had. Don pictures a man sitting in a subway car, with a woman with her back to the viewer. She’s barelegged, and is wearing a short London Fog coat, which is pulled open (like a flasher). “Limit your exposure”, Don says. Don and Sal stare at each other for a few moments, allowing Don’s message to sink in.

Meanwhile, Joan has cleared out an office for Mr. Hooker. The office is ostensibly for PPL staff in from London, but “it only makes sense” that Hooker would occupy it in the meantime. She also tells Hooker that he’ll have his own secretary to do his typing (which is an “I know what you’re up to” hint). John, who thinks he’s hit the jackpot, ask if the “ant farm” is still in the office. Joan says that the ant farm belongs to Mr. Cooper, but that it “lives there”.

Trudy shows up with a gift for Pete: a desk pen set that says “the buck stops here”. Pete tells Trudy the truth about what happened, whining like an emo teenager. Trudy says that Pete is like her father, that he’s ambitious, and that he’s never happy with what he has.

Don and Sal are back at the office, and Sal shows Paul some sketches he did for the new London Fog ad (on TWA letterhead, complete with coffee cup stains). Paul and Harry ask how the trip was (actually asking for all the sordid details). Sal says that although it was “first class”, they were just two married men on the road. He then mentions the fire at the hotel, and that there were no casualties. “Too bad”, Harry says.


We then see the most amazing thing: Don Draper doing his own typing! Roger walks in, mentions that “Don’s girl” was gone, and offers him some Cuban cigars and Stolichnaya vodka, which he (Roger) sent himself from Greece. “Shoulda tried a pound of opium”, Roger wisecracks. Don and Roger talk about the “Cosgrove vs. Campbell battle”: Don initially thinks is some weird “Japanese idea” from Cooper, but Roger tells him that he thinks the idea came from the home office. Roger says that he thinks it’s a stupid idea, but management didn’t listen to him. Pete then walks in the door, and asks Don for a moment. He then looks lover and sees Roger, and nervously says that he wants to thank them both for the opportunity. Roger takes a look at him and tells him to “help himself” to Don’s bar… “but not the Stoli”.  Bert then walks in and tells Pete than he wants him to work on a Penn Station campaign for the mayor’s office. Bert then asks for a brandy… “any glasss will do”.

In Hooker’s new office, John pours a cup of tea for himself and Mr. Price. Lane asks whose idea it was for him (Hooker) to occupy an office. Hooker says it was his, parroting back the same reasons that Joan gave him. Lane says it’s a “hare brained idea”, that’s “we’ve just fired a third of their work force; it’s unseemly to go through their pockets as well”. Lane likes the idea of a spare PPL office, but orders John to sit out front. John then complains that Sterling Cooper is a “gynocracy”. Lane says he hadn’t noticed.

Back at the Draper home, Sally apologizes for breaking Don’s suitcase. Don tell s her to find out how much it will cost to fix, and the money will come out of her allowance. Sally says that she doesn’t get an allowance. Don then tells her not to break things. Sally says she just didn’t want Don to go. Don kisses her on the forehead, tells her that he’ll always come home, then climbs on the bed while Sally empties his suitcase. Betty says that Don looks tired. He says that he doesn’t sleep well away from home. She says that he squints, and that he needs reading glasses. Sally runs up with a pair of TWA wings and asks if they’re for her. Don says that they are, and Betty offers to pin them on her. Sally then asks if she really was “inside mommy” for nine months, then asks them to tell her about the day she was born. Don looks confused, then starts to tell the story… but he stops. So Betty takes over the story, and the music from Don’s flashback at the beginning of the episode starts playing, eventually drowning out Betty’s words.


– I could find nothing to concretely date this episode. If we take Matthew Weiner’s “six months later” explanation literally, then this episode takes place or or around April 22, 1963.

– Don was born in 1925. According to this episode, Don’s father paid the prostitute (Don’s biological mother) 85¢ for the “encounter”, which is only $10.36 in 2008 dollars. The poor girl was literally a $10 whore!

– Did anyone catch the disappearing cigarette in Don’s mouth during the flashback?

– Although obstetric ultrasound technology seems quite modern, the first “ultrasound machine” was marketed in 1963. Although Betty has not apparently had the procedure, it’s possible that she could have. I do not know the specific date the “commercial hand-held articulated arm compound contact B-mode scanner” was available, nor do I know if ultrasound machines of the time were powerful enough to be able to determine the gender of a baby.

– Betty: “She’s taken to your tools like a little lesbian.” Cute line, but is that period-appropriate? I know that my mother (a teenager during this time) only refers to bisexual people as “AC\DC” to this very day, and she doesn’t understand how hopelessly out of date that sounds.

– Although many use the terms “valise” and “suitcase” interchangeably, a valise is usually a small suitcase used for short trips.

– When Don asks where Roger is, Bert says that he’s “probably taking another Grecian treasure out of its crate”. What does this mean, exactly? Has Roger largely cashed out of Sterling Cooper and turned into a Victorian-era “antiquities plunderer”? Or did his new wife just spend a lot of money in Greece on their honeymoon? Is Roger even married yet?

– What was with the intercoms in this episode? Are they new? I don’t remember them being so… crappy before.

– A large part of Ronald Reagan’s legacy is the changes he and the Congress made to the tax code. When Harry is complaining to Paul about income tax rates, the tax rates seem accurate: on incomes of $70,000 or more, the tax rate was 81%. However, there were literally tens of thousands of loopholes and deductions at the time. The Economic Recovery Tax Act of 1981 cut the top tax rate from 70% to 50%, but closed many loopholes. The Tax Reform Act of 1986 cut the top rate from 50% to 28% and closed even more loopholes, such that the top income earners were paying far more in taxes than they ever had before.

– I guess Pete and Trudy worked out their problems? She’s looking really cute, by the way!

– Lane offers Ken $21,000/year for the head of accounts job. Although both look disappointed, this is nothing to sneeze at: $146,160.34 in 2008 dollars.

– “Fleischmann’s Preferred Blended Whiskey” is still being made. The label is owned by Barton Brands, which is itself owned by Sazerac Company.

Baltimore-Washington International Thurgood Marshall Airport (is that a mouthful or what?) was initially known as “Friendship International Airport” when it was opened on June 24, 1950 by President Harry Truman. In 2006, BWI was the 24th busiest airport in the United States.

– The Hotel Belvedere was a real hotel in Baltimore. It opened on December 10, 1903 and was named for the estate of John Eager Howard, a Revolutionary War hero from Maryland. Several famous people stayed in the hotel, including Woodrow Wilson, Theodore Roosevelt, William Howard Taft, Warren G. Harding, Herbert Hoover, John F. Kennedy, the Duke and Duchess of Windsor, Queen Marie of Romania, Clark Gable, Carole Lombard, General Douglas MacArthur, and more. The property was converted into condominiums in 1991.

– Despite my best efforts, I can find no evidence of a fire happening at the Hotel Belvedere in 1963.

– Is it just me, or was it amusing that the stewardess “couldn’t smoke in uniform” during dinner?

James “Jimmy” Hoffa was president of the Teamsters union from 1958-1971. At the time of this episode, Hoffa was nearing the peak of his power: in 1964 he would combine “virtually all over-the-road truck drivers in North America” into a single union. Hoffa was under almost constant pressure from Robert Kennedy, the Attorney General of the United States, over his “alleged” connections with the Mafia (his predecessor, Dave Beck, was heavily investigated as well). Hoffa was convicted of jury tampering in 1964 and sentenced to 15 years in prison, a sentence Richard Nixon later commuted on the condition that Hoffa had no involvement with any union for at least 10 years. In one of the most famous mysteries in American crime history, Hoffa disappeared without a trace from Bloomfield Township, Michigan in 1975. He was declared dead in 1982. By invoking Hoffa’s name, Don added a sense of mystery and danger to his alias.

Haussner’s Restaurant was a real Baltimore landmark. Open for 76 years, it closed in 1998. In addition to its steaks and seafood, the restaurant had an extensive art collection that sold for more than $10 million when the restaurant closed. It was also famous for having an 825+ pound ball of string, made up of the strings that bound the restaurant’s napkins, which were rented from a local linen company. An employee started saving them, and over the years other employees joined in the fun. A new restaurant called Dunstin’s Steakhouse and Seafood Grille opened in the location in 2005, but closed within six months. As of May 6, 2009, the property is vacant.

– The two stewardess’ names are Shelly and Lorelei.

– Why didn’t Don and Sal take the train to Baltimore? Is jet travel a big part of Sterling Cooper’s image?

– “Moneypenny” is, of course, a character from the James Bond movies. She was M’s secretary, and had a longtime crush on James Bond. By calling John Hooker “Moneypenny”, Peggy is reaffirming that he is nothing more than a secretary to her.

– At the London Fog factory, you can see the royal coat of arms of the United Kingdom between Morris and Howard.

– If past episodes are anything to go by, “Morris” has nothing in common with Israel Myers, the real-life founder of London Fog. It is true that London Fog once sold  2/3 of all the raincoats in the US, and it’s also true that the company was headquartered in Baltimore at the time. They’re now headquartered in Darien, Connecticut.

– “Our worst fears lie in anticipation”: it’s funny that Sal should quote Balzac, whose name is often spoofed as “Ball Sack”.

– When the accounts are divided, Ken Cosgrove gets Bacardi, Belle Jolie, Birdseye, Cadbury, Campbell Soup International, Cartwright Double Sided Aluminum, Chevron Oil, Dunkin’ Donuts, General Foods Europe, Kodak, Lever Brothers, Martinson’s Coffee, Popsicle, Relaxiciser, Rio de Janeiro, United Fruits, and Warner Brothers. Pete gets Admiral Television, Alpine Real Estate, Bethlehem Steel, ConEd, Gillette, Gorton’s Fish, Liberty Capital Savings, Lucky Strike, Maytag, North American Aviation, Procter and Gamble, Pampers, Playtex, Samsonite, Secor Laxative, Synder’s Ketchup, and Utz.

– When Ken asks why Utz was given to Pete, Harry says that they made their decision based in part on past relationships with clients, and tells Ken to “figure out” what happened with Utz. This is probably a reference to “The Benefactor” (season 2, episode 3), when comedian Jimmy Barrett insults “Mr and Mrs Utz”.

– What a genius move by Don with the “Limit your exposure” line! Not only is it a great ad campaign, it’s a not-so-subtle hint to Sal to keep his homosexuality on the down-low.

– “Ant farms” are properly known as “formicarium“. In fact, name “ant farm” is a trademark of Uncle Milton Industries, a fact that Dilbert creator Scott Adams learned the hard way when he used the name in a Dilbert strip, only to have attorneys from Uncle Milton send him a nasty letter about trademark usage. “Ant farms” used to be popular toys in the US, but their popularity has markedly declined in the past two decades.

– “The buck stops here” became a famous saying in American society after it was used by President Harry Truman.

– Why is Pete so afraid to compete with Ken?

– New York City’s Penn Station is the largest transportation hub in the United States and is (by far) the busiest train station in America. In 1963, plans were made to update the station; unfortunately, this required the demolition of the iconic classical facade. At first, few New Yorkers thought the city would actually go through with the plan. The New York Times even said “Until the first blow fell, no one was convinced that Penn Station really would be demolished, or that New York would permit this monumental act of vandalism against one of the largest and finest landmarks of its age of Roman elegance”. Although not specified in this episode, it’s probable that Pete will do the PR work and marketing campaign for the “new” Penn station… possibly an ominous sign for Mr. Campbell.

– I loved, loved, loved the scene where Hooker gets beat down by Payne using the same arguments that Joan gave Hooker. Who wants to bet that it’s no accident that Joan gave him those specific reasons, and when he repeated those to Lane, he was immediately shot down? I think Joan’s trying to send John a message, no?

– Do you think Betty has an idea where the wings came from?

– What happened to Joan? Wasn’t she supposed to get married at Christmas time (between season 2 and season 3)? And what’s with the weight? Christina Hendricks, as far as I can tell, hasn’t gained any weight, so it must be some kind of fat suit.


This was a solid season opener – not as exciting as the season 2 opener, but great all the same. But my oh my… the questions we all have! What happened to Pete and Trudy? They were on the verge of divorce in last season’s finale, and now they’re more lovely-dovey than ever? And what’s with Roger and his “Greece thing”? Did he marry Jane and go there on his honeymoon? Did he decide to take some of the cash he got from the merger and go off by himself? And I know that we’re going to get more Betty and Peggy in upcoming episodes… but what’s up with them? I guess Don’s plans to be faithful to Betty only involved local mistresses? Are out of town flings OK?

Is Don going to squeal on Sal? You wouldn’t think so – Don Draper, of all people, should respect people’s secrets. But Don seems… squicked out by Sal’s secret, whereas all the other secrets (Peggy’s, Roger’s, even his own) don’t profoundly offend him the way Sal’s secret does. “Limit your exposure” was a stroke of genius, though, wasn’t it?

Although Harry might not have the dollars to show for it, he really is becoming quite powerful at Sterling Cooper, isn’t he?

Sigh. It’s such a great show! I’m on pins and needles to see what happens next week? How about you? Leave a comment and let’s get talkin’!

7 Replies to “Mad Men: “Out of Town””

  1. The “Grecian treasure” statement is perhaps a sardonic reference to the British seizure of the so-called Elgin Marbles, a Greek national treasure, during the colonial period. It is a subtle swipe at the new British masters at Sterling Cooper, who are being compared to imperial raiders.

  2. <>
    I assumed these two were related. The Cuban cigars presumably were to get around the embargo, and I wonder if there was any similar reason to acquire Stoli via Greece. The “treasure” could be the bottles of Stoli.

  3. Oops. Apparently my attempt to use greater-than and less-than symbols caused my quotations to be omitted. They were as follows:

    When Don asks where Roger is, Bert says that he’s “probably taking another Grecian treasure out of its crate”. What does this mean, exactly?
    offers him some Cuban cigars and Stolichnaya vodka, which he (Roger) sent himself from Greece

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