Mad Men: “The Beautiful Girls”

This episode begins with Don in his office making a lunch date. The “date” is an afternoon tryst with Faye. Their lovemaking is so intense that it knocks a lamp off a night stand. While catching the lamp, Don notes the time and says that he’s late for a meeting with a client. Faye says that she has a meeting at 4:00, and is coy when Don tries to get information from her about it. Don starts to get dressed and tells her to stay as long as she wants.


At the office, Roger is on the phone with his agent, Ira, who is apparently having trouble selling Roger’s book. His phone call is interrupted by his secretary, Caroline, who says that Jane is on the phone. An annoyed Roger tries to go back to his call, but find that Ira has hung up. He reaches for a cigarette, and there’s a knock at his office door. It’s Joan, with some papers he needs to sign. He flirts with her and fails miserably. After Joan leaves Caroline comes in to say that Greg is being sent directly to Vietnam after basic training.

Outside Don’s office, Peggy accosts him and says that she can’t more forward on either Fillmore or Secor until he signs off on them. Don tells her to come back in an hour, and tells Ms. Blankenship that he’s taking a nap.

“It’s a business of sadists and masochists, and you know which one you are.” – Ida Blankenship, to Peggy

Peggy, frustrated, goes back to the creative lounge, where she finds Joyce waiting for her. She invites Peggy out for a drink as Stan sings a gay-themed parody of “Downtown” in the background. Peggy agrees, and Stan tells Joyce that she could never do what a man can.
At the bar, Peggy tells Joyce that she doesn’t know what to do. She needs to hire more copywriters, but she doesn’t want to hire any that are better than her, as that will put her job in danger. Joyce then feigns surprise as Abe Drexler shows up; the entire thing has apparently been a ruse to get Abe and Peggy together.

We later see Abe talking to Peggy about civil unrest in Greece, and how corporations throw money around to keep people pacified. Peggy tries to turn the conversation to their Brooklyn upbringing, but Abe says that she must deal with corporations all the time. Peggy, trying to put a human face on Abe’s corporate monsters, says that most of them are family businesses. She then lists a few, but Abe stops her a Fillmore Auto Parts. He says there’s a boycott against the company because they won’t hire black employees in the South. Peggy says that it can’t be true, as she would have heard about it. The two continue talking about civil right and equality, and Peggy says that most of the things blacks can’t do, she can’t do either… and no one seems to care. Abe, incredulous, asks her what she’s talking about. Peggy says that half of her meetings take place at golf or tennis clubs where she’s not welcome. Abe dismissively says that they’ll have a “civil rights march for women”, which offends Peggy. She leaves.

While all this is going on, two mysterious Swedish women arrive at Joan’s apartment to give her a massage and mani-pedi… thanks to a mysterious “friend” (Roger).

The next morning, Joan walks in to Roger’s office and thanks him for the massage. She’s brought him bear claws, but Caroline won’t let him have one for health reasons. He offers to take her to dinner, but she gives him the cold shoulder because he is “incapable of doing something nice without expecting something nicer in return”.

Meanwhile, Abe waits for Peggy in the SCDP lobby. He wants to give her a poem he’s written: “Nuremberg on Madison Avenue”. Peggy says that she’s busy, but Abe says that he’ll wait in the lobby while she reads it.

Ken, Faye and Don meet with the three executives from Fillmore Auto Parts, who hare having trouble figuring out if they want their ad campaign to target professional or shade tree mechanics. While the three men argue amongst themselves, Megan walks in with some news for Don.

It seems that Sally has taken a train in to Manhattan, because she doesn’t want to wait two weeks to see her father. She’s escorted by Vivian Winters, a nice older lady who found her on the train. Don asks Megan to take her to his office, then offers Vivian some money for her time.

Don asks Ms. Blankenship to get Betty on the phone, and when he picks up, Don asks if she can guess who’s sitting in his office. Betty says that Carla was supposed to pick her up after her doctor’s appointment, but the doctor said that it would be a good idea for Sally to walk to her appointment. “Great idea”, Don notes. He orders Betty to pick Sally up, as he’s trying to run a business. Betty says that she’s meeting Henry in the city the next night, and that shell pick her up then.

Peggy, meanwhile, has finished Abe’s piece… and she’s freaked out about it. It’s known that SCDP is the agency for Fillmore Auto Parts, so if his work gets out, she could be in serious trouble. She tears up the piece and says that she’s not a political person. Abe says that she should be flattered, and Peggy asks if he’s crazy. She asks him for his word that he’ll destroy the work, and he says that he will.

Walking back to her office, Peggy sees that Ms. Blankenship has apparently fallen asleep at her desk. She walks over to wake her up, but she she gives her a nudge, her head falls to the desktop. It seems that Ms. Blankenship has died. Megan pulls Don out of his meeting again to tell him the news. Don looks highly annoyed… until he sees Joan, Peggy and Caroline around the body. Peggy asks if they should call an ambulance, and Joan suggests the coroner instead. Don asks about the Fillmore executives, and Joan says that she can handle it.

Don goes back to the meeting, and watches Pete and Joan wheel Ms. Blankenship out of the Fillmore brothers’ view. Don, stalling for time, asks them to repeat the slogan they’ve come up with: “Fillmore Auto Parts, for the mechanic in every man.” Don writes up the contract and has them sign.

The Fillmore brothers leave, and Don asks Faye to take Sally to his apartment and look after her for a while. “I’d have my secretary do it, but she’s dead”, he quips. She agrees, and Don introduces her to Sally. Faye is obviously nervous with her.

We then see Ms. Blankenship’s body being wheeled through the office by men in white uniforms. Bert stops them and asks where she’s being taken. When told “the morgue”, Bert insists that she be taken to a funeral home instead. Roger, shaken by the death because it reminds him of his many heart attacks, sadly walks back to his office. Megan tells Don to go home, and he agrees.

In his office, Roger says that he doesn’t want to die at SCDP. Joan pours him a drink and reassures him that he won’t die. He says that Ms. Blankenship “died like she lived.. surrounded by the people she answered phones for”. He says that he’s going to his favorite restaurant for a glass of cyanide… unless Joan wants to join him. She refuses at first, but relents.

Meanwhile, Don has arrived at home, where Sally and Faye are watching TV. Faye, who still seems nervous, says that things went great. Don invites her to stay for dinner, but she says that she has dinner plans. Don walks Faye to the door and thanks her. Alone, Sally asks if they can order a pizza. Don sternly asks her to promise to never do this again. She does.

Roger and Joan eat at a diner, which Roger says he prefers because they won’t run into anyone they know there… plus, he loves the cherry cheesecake. Joan says that the customers are older than she remembers, and Roger says “but not us”. They laugh. Roger looks at her, and says that he wishes she’d talk to him about her life. Joan says that Greg wouldn’t like it. He talks about Greg’s military service, and she talks about how Jane is the “woman behind the man”. Roger then asks if she heard the dictaphone recordings of his memoirs, and that every time he thinks back, all his good memories involve her.

Back at Don’s, Sally asks if he’s going to marry Faye. Don says that he’s not. She asks if Faye is his girlfriend. He says that she’s not. Sally points out that Faye had his keys and knew that he had peanut butter. Don says that he gave her his keys and that everyone has peanut butter. Sally says that Faye told her that she wanted to meet her, and asks why Faye would want to meet her. Don folds up his newspaper and says that he likes Faye, but that they just work together and he talks about Sally a lot with her. Don asks if she likes Faye, to which Sally says that she seems nice. Don says that that’s good, and that maybe she’ll get to see Faye again sometime. “Oh,” Sally says, disappointed. Just then there’s a knock at the door, and the pizza delivery man arrives.

Roger and Joan walk back from the diner through what appears to be a very sketchy neighborhood. Suddenly, a black man appears and pulls a gun on them. Roger hands over all his valuables, then hands over all of Joan’s valuables. The man then takes off, and Joan starts breathing heavily. She says she wants to scream, but Roger tells her not to. The two start kissing passionately, and move under a stairwell and make love.

Don tucks Sally into bed. She says that she loves him so much, and that she wants to live with him all the time. Don says that she can’t, and when she asks why Don reminds her about school and all her friends and brothers. Sally says that they can live with them, too. He tells her to go to sleep and kisses her goodnight. He then walks over and starts to write in his diary again, but doesn’t.

The next morning, Sally has made French toast for him, only she’s mistaken an exotic bottle of rum for Mrs. Butterworth’s syrup (Don, however, doesn’t stop eating it!). Don tells her to get ready to go to the office. Sally asks if they can do something… so Don offers her a deal: he’ll move his appointments to noon, and they’ll go to the Central Park Zoo. She asks if they can go to the dinosaur museum too, and Don tells her to pick one.

At the office, Bert and Roger are having trouble writing an obituary for Ms. Blankenship, so Roger calls in Joan. She, of course, knows exactly what to say, and begins writing a lovely piece about her. Bert says that she was born in a barn in 1898 and died on the 37th floor of a skyscraper, and that makes her an astronaut. He then leaves, and Roger apologizes to Joan for the previous night. She says that she’s not sorry, but reminds him that they’re both married. Roger says that he feels something, and he knows that she does, too.

We then see Don and a smiling Sally walk up to his secretary’s desk, which has temporarily been taken over by Megan. Don asks Megan to look after Sally for a few minutes while he gets some coffee and checks in.

In the conference room, Stan sees Don’s arrival and is angry that they can’t leave early that day. Ken relates a joke Harry told him, that Ms. Blankenship’s cause of death was listed as “Don Draper”. Stand wonders how long Megan will last as his secretary, and Ken thinks they should get a pool going to see how long before she gets fired, quits or dies.

The gang straighten up as Don enters the conference room. Ken says that the Fillmore brothers want a “c-c-c-catchy jingle” for their ads, making fun of one of the brother’s stutter. Don tells Ken not to make fun of him, then asks what they have in mind. Ken says that Harry’s has advised him against rock and roll if they want to attract middle class men, and was pushing for Perry Como instead. Ken says that they came up with Pat Boone, Roger Miller, Frankie Lane and Dwayne Eddie. Don sarcastically says that he’s glad he came in for this. Peggy suddenly suggests black singer Harry Belafonte, as it might help their image in the South. Ken and Stan gently tell her that he’s not the right choice for the campaign, to which Peggy asks why they’re doing business with a company that won’t hire blacks. Don says that their job is to make men like Fillmore Auto Parts, not make Fillmore Auto Parts like Negroes.

Don is then called away from the meeting by a wave from Megan. She says that Betty will be here any second, and that Joan asked her to cover reception. Don tells her to go ahead, then walks into his office and tells Sally that her mom is here. He tells her to get her things. She says that she wants to stay with Don. He says that he has to go home, and when he goes to grab her, she starts screaming. She says that she hates it at home.

Faye walks in and asks if everything is okay; Don takes her outside his office and asks her to talk to Sally. Faye doesn’t want to, claiming that she hasn’t had a lot of child psychology classes. But he begs her, so she does. Sally rudely rejects anything Faye has to say, and Don asks what’s gotten in to her. Faye says that she’s not helping, and Sally says that they don’t want her help. This is the last straw for Don, and he grabs Sally and her bag. But Sally gets away from him and runs down the hallway, where she trips and falls. Megan is there, so she picks her up and gives her a hug. Sally holds on to her tightly, and Megan tells her that everything will be all right. “No, it’s not,” Sally says.

Betty stands in reception, smoking a cigarette, when Don walks in with Sally. She pats her daughter on the head and says that she was worried about her. The women of the office – Megan, Faye, Peggy and Joan – watch from a distance:


Sally and Betty turn to leave, and as they walk through the door, Joyce walks in.

In Don’s office, Faye drinks and looks sad. Don asks if she can make him a drink, and she says no, that she can’t do anything for him. Don asks what’s wrong, and Faye says that he shouldn’t have put her in that position. Don apologizes, and says that she was the only person around to do it. Faye says that she’s not good with kids, and it eventually comes out that she feels it was a test, and she failed. Don apologizes again, and Faye says that she loves kids, but chose to be where she is today. Don says that it doesn’t matter, then hugs her.

Joyce, in Peggy’s office, asks why she’s drinking in her office. Peggy says that she doesn’t know what kind of “surprise” (Abe) Joyce will pull on her next. Joyce apologizes, and says that men are like soup and women are like soup pots: they heat them up and contain them. “Who wants to be a pot?”, she asks. Joan says she doesn’t think it’s true. Joyce says that she wouldn’t have sprung her trap on Peggy is she didn’t think Abe was “interesting soup”. Peggy tells Joyce to go ahead and hit the bars without her, that they’ll get together another time. Joyce asks if she’s angry or lovesick, to which Peggy says that she doesn’t know.

We then see Joan, Faye and Peggy get into the elevator for the ride down.



– I’m embarrassed to admit that I missed this, but “Faye Miller” was the pseudonym used by Marilyn Monroe when she checked in to the Payne Whitney Clinic, the mental health wing of New York Hospital, on February 5, 1961.

– Secor Laxatives are a fictional company that has been mentioned several times before on Mad Men. They were first mentioned in “Marriage of Figaro”, and also appear in “Shoot”, “Shut the Door. Have a Seat” and “The Chrysanthemum and the Sword”. Most famously, in “Figaro” Pete and Harry got the idea of having Secor buy as much advertising time as possible in areas where the 1960 presidential election was close, thus taking valuable air time away from John F. Kennedy (Bert and Roger were big supporters of Richard Nixon).

– Erwin Wasey was yet another ad agency. I can’t find out much about them, except that they seem to have been headquartered in Chicago early on and that merged with Ruthrauff Ryan on or around September 8, 1957. They were bought out by Interpublic (which was originally McCann Erickson) on or around October 9, 1963. This apparently caused a stir due to the size of the acquisition. From the looks of this Google timeline, Interpublic apparently killed off the brand; after 1974, almost all references to Erwin Wasey in the mainstream media are from obituaries of former executives.

– A Chinese Wall is an information barrier used in business. Although originally invented in the wake of the 1929 stock market crash, the practice may be more familiar in IT terms. Generally, when a company wants to legally reverse engineer a product, it gathers two teams of engineers: one team to disassemble the product and to write down in general terms what each part does; and another team to make the company’s own version of the product. The company must take great pains to make sure that the two groups of engineers have no contact whatsoever. To that end, teams might be located on opposite sides of the country and will have undergone background checks to make sure that, for instance, they didn’t attend the same engineering school at the same time, or that they play the same online games or visit the same online chat rooms.

“Downtown” was a hit song sung by Petula Clark. Released in the UK in November 1964, the song became a huge hit in the United States in January 1965. The song was written by English songwriter Tony Hatch after his first visit to New York. He had intended for the song to be recorded by The Drifters, but when Petula heard an early version of the song, she asked him if she could record it instead.

P.J. Clarke’s is another real bar, this time at 915 3rd Avenue. It’s been open for over 125 years, and there are now several additional locations, including one in Washington DC.

– We first met Joyce and Abe in “The Rejected”.

– OMG! Joan in glasses!


Whoever said “boys don’t make passes at girls in glasses” obviously didn’t know what the hell they were talking about!

– One thing I dislike about the recaps: when one little offhand comment requires several paragraphs of explanation. At the bar, Abe mentions unrest in Greece. This all started during World War II, when the Greek government fled the country during German occupation. Right and left wing forces vied for control under the Nazi regime, and when the Germans fled, the two sides fell into open warfare. The Greek Civil War lasted from 1946 to 1949, when the Greek government army (backed by the US and Britain) defeated the [Communist] Democratic Army of Greece, which had been backed by backed by Bulgaria, Yugoslavia and Albania. The Civil War left the nation highly polarized and the Greek economy in tatters. Discord continually simmered in the background until July 1965, when King Constantine II dismissed the centrist government of George Papandreou in a dispute over who would control the Ministry of Defense. This set off riots and much unrest, such that on April 21, 1967 a United States-backed group called the Regime of the Colonels would launch a successful coup d’état. The country would be ruled by military junta until 1974. Their fall from power had many causes, but the biggest was the junta’s heavy-handed response to a student protest at Athens Polytechnic.

– When Abe talks about “the Voice”, he’s obviously talking about The Village Voice, the first newspaper in America in a genre that would later become known as “alternative weekly”. The paper was launched from a two-bedroom apartment in Greenwich Village on October 26, 1955. Given the paper’s notorious liberal and counterculture views, it might be hard to believe today, but the Voice was very anti-homosexual for its first decade and a half: the paper called the Stonewall Riots of 1969 “The Great Faggot Rebellion” (and it meant it, too).

– In the first scene with Abe at the bar, the song playing in the background is Petula Clark’s follow-up to “Downtown”, a little ditty called “I Know A Place”. So this episode is a two-fer for Petula Clark songs!

– I don’t know the same of the song playing during the second scene at the bar (after they cut to Joan’s place with the two Swedish girls). I spent two hours yesterday searching Google for snippets of the lyrics and looking through “Best of 1965” song lists. I asked on several message boards. I asked Lisa. I even emailed the Lipp Sisters (who did reply to the email, saying that they’re going to forward it to their music specialist). We’ll see what comes of it.

– Another thing I had trouble with: Abe’s poem, “Nuremberg on Madison Avenue”. That title sounds so familiar to me for some reason. I was sure that some Beat poet had written a poem with a very similar title, but I can’t find anything… except for perhaps Allen Ginsberg’s “War Profit Litany”, which is close to what I was imagining… but not the same. Anyone out there give us a hand with this?

– Whenever I hear “Fillmore” on Mad Men, I can’t help but think of the Fillmore Auditorium in San Francisco. Is this an accident, or intentional? It’s amusing that the Fillmore brothers are so set in their ways, given how musically revolutionary the SF Fillmore was.

– When Vivian is explaining to Don how she found Sally, the number 666 can be clearly seen behind her head:


This is 666 Fifth Avenue, a somewhat famous building in NYC… which was (in)famous for the large “666” numerals on the side of the building. At the time of the series, the top floor was taken up by the Top of the Sixes restaurant, which closed in 1996.

– “There’s an afghan on Mr. Crane’s couch.” A few minutes later, Harry says “My mother made that!”

Frank E. Campbell is a real funeral home in New York City, located at 1076 Madison Avenue.

– When Don comes home, Sally and Faye are watching TV. It seems that they were watching a show called I Married Joan, which starred Joan Davis and Jim Backus, ran from 1952 to 1955 on NBC, and was something of a rip-off of I Love Lucy. The show wold have already been incredibly dated by the time of this episode, and perhaps re-enforces the then-current notion that a woman needs a strong man behind her.

– Also, while watching TV, Sally and Faye are drinking the sodas that Don and Faye left from their earlier “lunch date” liaison.

The Today Show debuted on NBC on January 14, 1952 and is the fourth longest-running TV show in the United States. It was also the first national “morning TV” show of its kind.

– The Central Park Zoo dates back to 1859, when people started donating their exotic pets to the newly-proposed park. When Sally talks about the “dinosaur museum”, I’m guessing that she’s talking about the American Museum of Natural History, located at Central Park West at 79th Street.

Harry Belafonte was perhaps the worst possible choice Peggy could have made. Belafonte is known to many for being a pop singer, but he he also long been involved in liberal political activism. He strongly supported the Soviet Union during the Cold War, was personally involved in many Civil Rights protests in the South, and also spoke out against Western colonialism in Africa (but not, presumably, Soviet colonialism in Africa). In fact, Belafonte has been involved is so many liberal causes that the “activism” section of his Wikipedia entry is substantially longer than the section about his musical career. What makes Peggy think that he would be a perfect match for a company that refuses to hire blacks is a mystery… unless they were trying to show how ignorant of politics she is.

– Thanks to the writers for acknowledging that other parts of the US might be (gasp!) racist, too. After Stan says that people in the South won’t go for Belafonte, Peggy says that the Fillmore brothers are from Boston, to which Ken says “same thing”. Right, Boston?


– In Don’s office, Sally is reading the Nancy Drew book The Clue of the Black Keys.


I liked, but didn’t love, this episode. I guess part of it was the obviousness of the message. In case you didn’t get it from the episode title, or Joyce’s speech at the end, of the final shot of the women in the elevator, or any of the bits in between, this episode was about unsatisfied women. So it looks as if we’ve taken a week off from the “young vs. old” culture war to hit the women’s movement.

Sort of. Does every single Mad Men watcher think that Abe’s piece isn’t going away? I certain that it will show up somewhere and cause trouble, and the previews for next week’s episode certainly seem to indicate that (although that’s nothing, really, given how little information we actually get from the previews). Still, I’m not sure how Abe’s screed will actually get her fired. I mean, where is Abe going to get it published? Certainly not Advertising Age or the New York Times, right? How is the work appearing in the 85th Street Coupon Clipper supposed to hurt SCDP, exactly?

This episode could also be about life and death. The death, obviously, of Ms. Blankenship… and the birth of Joan and Roger’s baby a few months from now? If you recall, a few episodes ago Joan went off the pill. Do we know exactly how long Greg has been gone? Is it possible for her to cover-up this pregnancy? And where was Joan going in the previews? It’s not like Joan doesn’t know where to get an abortion, right?

And yes, there’s the death of Ms. Blankenship. I’m sad to see her go, but I enjoyed the hi-jinks, although it came perilously close to sitcom material, no? I also felt the mugging was a bit contrived. We all know the writers can do better than that!

So really, that’s all I’m gonna say about this episode. It was beautifully shot, but ended up a disappointment. You have to wonder what’s up with Sally though. The girl really doesn’t want to go home, does she? I mean, I wonder if more’s going on at home than we’re being told. I mean, her behavior at the end of the episode screamed “child abuse” than “spoiled brat”.

Maybe we’ll find out this Sunday…. I can’t wait!

EDIT: Forgot to mention that the scene with Betty in the reception area is one of the few times we’ve seen Joan, Peggy and Betty in the same room together.

11 Replies to “Mad Men: “The Beautiful Girls””

  1. I’m almost positive the second song heard in the the bar was by Frankie Valli and the Four Seasons. Assuming it was from the PJ Clarke’s jukebox, it should be a Four Seasons singles released prior to/during the Summer of ’65 (when this episode took place) .

    Appreciate your blog, btw. Quite informative. The devil’s in the details and you certainly provide those.

  2. Thanks for the trivia regarding “Faye Miller”. Very interesting indeed…

    I have also searched for the second song from the Abe/Peggy scene, but to no avail. I thought it was either the Beach Boys or The Four Seasons, but I’m not having any luck. Please let me know if you find out what it is!

  3. Hello all,

    I found your web site by searching for an answer to what that second song was. The question was posed last night/this morning at a Yahoo music group called Spectropop; if the people at Spectropop can’t identify it, nobody can.

    My guess is either the Tokens or a similar British group called the Rockin Berries.

  4. I was able to find out from the producers of the show that that second song was “Lonely Girl” by a guy named Jay Ramsey; from 1963, available at iTunes as part of “Cult Hits of the 1960s” from Ferver Records

  5. OMG! ROBERT EARLE FOR THE WIN! I tracked the song down at iTunes, and you are correct, sir! THANK YOU for tracking this down for us!

  6. Thanks for the info. Lest your research be in vain I’ve submitted it to the IMDB for that episode. Probably be a few weeks before it appears.

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