Mad Men: “Hands & Knees”

This incredible episode begins with Roger sitting in his office. Joan walks in and says that she’s late… very late. Roger asks if she’s sure it’s his, and she says that Greg has been gone for seven weeks, so it can’t be his, and she hasn’t been with anyone else. So it must be Roger’s baby. He offers to “take care of it”, and then she apologizes to him. “These things happen,” he says.


We then see Betty sewing at home when the phone rings. It’s Don, and he asks to speak to Sally. Don tells her that he missed her this past weekend, and he says that he has a big surprise for her: tickets to see The Beatles at Shea Stadium this coming Sunday. Sally drops the phone and screams with delight. Betty picks up the receiver and asks Don what’s going on. When he tells her that he’s taking Sally to see The Beatles she smiles, and tells Sally to thank her dad.

Meanwhile, Lane is buzzed by Laurel, the receptionist. He has a visitor. Thinking it’s his son, Nigel, he picks up a Mickey Mouse plush toy and carries it to the reception area. But instead of his son, he finds his father, Robert, waiting for him. He has come to New York to take Lane back to London. Lane refuses, but invites his father to dinner later.

We’re then taken to the conference room, where Don, Pete Lane and Harry meet with two executives from North American Aviation. The men discuss how they want to sell NAA not from the military point of view, but mostly for their cutting-edge technology, and how it will benefit consumers, like air travelers. The two men emphasize that they now have a $4 million advertising budget, and Pete tells them that they’re taking their campaign very seriously. The executives leave, and Harry says that he needs to go to California. Don reminds him about the Beatles tickets, and Harry promises to get them for Don. Lane, alone with Don in the conference room, begs him to join him and his father for dinner.

We then see Don, Lane and Robert arriving at the Playboy Club. Lane orders everyone a round of whiskey sours, but his Dad rudely asks for a bourbon instead. Lane then asks the waitress, Judy, if she could have a black waitress, Toni, come to the table. Toni comes over, and Lane introduces her to Robert and Don.

The next morning, two federal agents knock on Betty’s door. They explain that Don has applied for a security clearance, and they want to interview her about it. She invites them in and answers most of their questions easily. She does, however, pause when the agents ask if she has “any reason to believe that Mr. Draper isn’t who he says he is”. She nevertheless bucks up and says no.

She then calls Don to complain about the visit from the feds. Don apologizes and says that he has no idea what she’s talking about. After she explains what they asked her, Don says that he didn’t know any of this was going on. Betty says she doesn’t know if she should be talking on the phone. There’s a pause where Don realizes that she’s right, so he “straightens up” and acts as if everything is OK. He thanks her and hangs up the phone.

Don asks Megan if he’s been contacted by the Department of Defense. She says that he has, that there was a basic application that she had him sign. Don angrily asks why she had him sign it without reading it, and she says that it was just basic information that was available in his employment file. She finds a copy of it and hands it to Don, who looks through it. Don says that the situation is “serious” and Megan says she’ll understand if he wants to fire her. Don tells her to let him know the second Pete returns from lunch. He goes back into his office and pours himself a stiff drink.

Lane, meanwhile, has slipped into the Playboy Club to see Toni. Lane tells her that his son is not coming, and that he “paid someone” to see her. She tells him that he can’t be doing that, as it could cost her her job. He apologizes, and says that he loves her, his “chocolate bunny”. Toni says that she loves him too. Lane says that he just wanted his father to meet her, so he could understand why he wants to stay in New York. Toni asks why he has to be “so damn dashing”.

We then see Roger and Joan at a doctor’s office, where the doc gives Roger all kinds of hell for getting her pregnant. Roger angrily says that they came for the doctor’s discretion, not his judgment. Dr. Howlett reluctantly gives them the name of a doctor in New Jersey that will perform the operation on Joan, but he gives them a pen and paper to write the name down, as he doesn’t want the information in his handwriting.

Back at the office, Don waits in Pete’s office and when he comes in, Don mentions the DoD investigation. Pete, oblivious, asks if that “went though already”, but when Don gives him an icy stare, he understands the situation. Don says that they’ve interviewed Betty, and when Pete asks why he filled out the form, Don says that Megan did. Don is afraid that they will talk to the real Don Draper’s extended family, or that they will find out that the real Don was an engineer and not an ad man. Don asks Pete if she still “has a friend” at the DoD and if so, have him stop the background check. Don further says that he will flee if necessary.

Roger and Joan are having lunch at the same diner from the previous episode. Roger wonders if the pregnancy is some sort of “sign” that they’re supposed to be together. He also wonders if she can keep the baby and pass it off as Greg’s, and even suggests that Greg might not even come home from Vietnam. Joan says Greg dying is no solution, and says that she’ll handle it… Roger need not be involved. He offers to drive her to Morristown, but she says that they shouldn’t be seen in public together.

That night, Betty gets in bed and snuggles up to Henry. She tells him about the agents visiting the house that day, and says that she doesn’t want for there to be any secrets between them.

The next morning, we see Pete holding the elevator for Don. Alone, Pete suggests that the agency could survive his exposure. Don says that there’s no statute of limitations for desertion from the Army. A defensive Pete says that he signed the account when Don disappeared in California, and that it took him three years to make NAA a $4 million account. Don tells him to get rid of it.

We then see Don talking to his accountant, Frank Keller, in his office. Don wants to set up trust funds for his children immediately, and to allow Betty to have access to those funds. Frank asks why Don would allow Betty to access the money, and Don says that if it comes to that, she’ll know why. Frank says that he doesn’t like this at all, but Don says that he was just thinking that he’s not “prepared”. Frank says that he knows that the divorce has been hard on Don, and that “everyone has bad dreams every once in a while”. Frank says that he will go ahead, and asks Don if he’s sleeping with Megan.

At the abortion clinic, Joan waits while a 17 year-old named Hillary goes in for her procedure. Joan tries to comfort her mother, who is on the verge of tears. The woman asks Joan how old her daughter is, and she replies “fifteen”.

Back in New York, Dr. Miller shows up at Don’s office. Don apologizes for not calling her, and Faye says that he looks sick. She feels his head, and says that he has a fever. She offers to take him home. At first, Don refuses, but he gives her a loving look, then agrees.

We then see Roger having lunch with Lee Garner, Jr. Towards the end of their lunch, Lee drops a bomb on Roger: the Lucky Strike board is dropping SCDP so that they can consolidate all their advertising under BBDO. Roger is angry at first, then begs him to give SCDP a shot at all their business, and finally turns into a simpering schoolboy, begging Lee to give him thirty days to get SCDP’s affairs in order. Lee agrees to the request.

Don and Faye walks down the hallway of his apartment building. Don then sees two men in suits, and is so nervous that he can’t get his keys in the lock on his door. The two men ask if they know a neighbor, but Don says that they’re in the wrong building. The men turn and leave, and Don forces his way into his apartment, where he starts to have a panic attack. As Faye goes to get him a glass of water, Don paws at his tie, eventually ripping the buttons off his shirt in a bid to take it off. Don clutches his chest, as if he’s having a heart attack. Faye, worried, pulls him over to the sofa, and as soon as he’s seated he tells her not to touch him. She tells him that if there’s no pain he’s not having a heart attack. Don says that she’s not a “real doctor”, but Faye says that her father has a heart condition and she knows the signs. Don tells her to go, but she refuses. He breathes heavily for a moment, then runs to the bathroom, where he vomits.

Later that night, Lane reintroduces Robert to Toni. Robert is polite, but refuses to join them for dinner, claiming that he must travel the next day. Lane tells her to go ahead and save their table at the restaurant, and kisses her as she leaves. As soon as she’s gone, Lane asks his father if he’s more angry that he finally found someone that he loves, or if it’s because she’s black. Robert says that he’s coming home, and when Lane says that he is not, Robert hits him across the face with his cane. He tells Lane to get his affairs in order “here or there”, but that he won’t live in-between. He then stands on Lane’s hand, crushing it, until Lane agrees to return to England.

At Pete and Trudy, Pete mindlessly watches TV, and Trudy can tell that something’s wrong. She asks about it, and Pete alludes to Don’s troubles, talking about how some people can “destroy everything they touch”, while “the honest people” have to clean up their messes. Trudy reassures him that everything in their home is good.

We then see Joan riding a bus back from New Jersey, all alone.

Roger sits in his office, alone, with a bottle of vodka, calling old clients, trying to drum up new business for the firm.

We then see Don and Faye in his apartment. She asks if he wants a Valium, and Don asks her why she didn’t offer him one two hours ago. Don, who is lying on the bed, holds his hand out, and pulls Faye onto the bed with him. He thanks her for staying, and when she asks why the two men scared Don so, her tells her that he’s tired of running. He tells her the “edited version” of his past, that he was wounded in Korea and that the Army mixed up him and the real Don Draper. He says that he just decided to stay Don Draper and has been ever since. She asks him what happened lately, and Don says that North American Aviation required a background check before they could do business with SCDP. She asks Don what he’s going to do, and Don says that there’s nothing to do. She tells him to get a lawyer, and plead being a kid for clemency. Don says that it’s not that simple. Don says that he shouldn’t have told her, but that he’s so tired of it all. Faye says that she’s glad he told her. She then snuggles up next to him.

The next morning, Pete shows up at Don’s apartment unannounced with news about the background checks. He sees Faye, who has spent the night, and he gives Don an evil look behind his back after Faye leaves. He says that his friend, Russ, has looked in to it, and that Don has not been flagged yet, and that the checks will stop if they drop NAA. But Pete asks why he should walk away from a $4 million account and keep Don’s secret. Don tells Pete to ask NAA for the Martin Marietta or Hughes accounts. Pete asks what he’s supposed to tell the other partners, and Don just gives him a look.

We then see Roger walk into to the office, and he sees Joan sitting at her desk. He walks in her office and says that he called her a hundred times last night. Joan says that she’s fine, and when Roger asks if she should even be there, or be standing up, she gives him a look. He says that he wishes he could hold her, but she says that she’s fine and that they avoided a tragedy. She then reminds him about the partner’s meeting. She then says that life goes on, and he calls her beautiful.

At the meeting, Pete admits to offending a general, which will cost SCDP that NAA account. Roger yells at Pete so loudly and rudely that Don tells him to stop and Bert demands that he apologize. He do so without enthusiasm. Lane then announces that he is taking a leave of absence of two weeks to a month to attend to family matters in London, and that they company is in good shape, despite the news about NAA. He then tells them to direct all financial questions to Joan. He gets up and leaves. Roger laughs, but no one else does. Joan then goes through a list of the agency’s current accounts for a status check, and Roger gives her a thumbs-up when she mentions Lucky Strike.

Faye then visits Don at the office. She says that she’s been worried about him, and invites him out to dinner. He says that he should be alone that night, but asks if they can get together the next night. Faye says that they’ll figure it out together. The intercom buzzes, and Faye leaves. Megan walks in and hands Don the Beatles tickets. “You see? Everything worked out,” she says. Don agrees and thanks her. She says that it’s almost 8pm, and asks if she can go home now. He says that she can, and he stares at her as she puts on lipstick at her desk.



– The Beatles played Shea Stadium on August 15, 1965. This was one of the most famous concerts of its era. It sold out almost instantly, and the promoter was said to have taken in $304,000 ($2.045 million in current dollars), making it the most profitable concert of its time. It was an interesting show, in that spectators were confined to the regular seating areas while the band played on a small stage on the field. Since the crowd was so far away, the equipment was so underpowered, and the noise of the mostly teenage girl crowd was so deafening, no one really heard much of anything.

– The two executives from North American Aviation are John Gibbons and George Casey.

– Robert is staying at The Warwick, which is located at 65 West 54th Street.

– “Senator Murphy” is almost certainly George Murphy, a 1960s senator from California. Murphy, born on July 4, 1902, attended Yale and held a variety of jobs (including a miner and a real estate agent) before working as a nightclub dancer, where he was spotted by a Hollywood talent agent. He went on to appear in many big-budget musicals, and received an honorary Academy Award for his work, although he was never nominated for a specific role. He served as president of the Screen Actors Guild from 1944 to 1946, and was also a vice president at Lucille Ball’s Desilu Studios and of the Technicolor Corporation. He was also the director of entertainment for the 1952, 1956 and 1960 presidential inaugurations, having been chair of the California Republican State Central Committee in 1953. He defeated former JFK speechwriter Pierre Salinger in the 1964 election, and served in the Senate until 1970, when he was defeated by John V. Tunney, the son of boxing champion Gene Tunney. Murphy had developed throat cancer during his time in the Senate and had part of his larynx removed. As a result, he could barely speak above a whisper, and many think this was the main reason for his defeat. He died of leukemia in Palm Springs, Florida on May 3, 1992.

– The LGM-30 Minuteman is a nuclear missile developed by the United States. It is named after the famous “minute men” of the American Revolution, militia members who could be ready to fight at a moment’s notice. The missiles first entered service as the Minuteman-I in 1960. The Minuteman-II, mentioned in this episode, entered production in 1965 and had completed deployment in 1967. The Minuteman-III was first deployed in 1969 and is still in use today. In fact, the Minuteman-III missiles are scheduled to remain in the USAF’s arsenal until at least 2025, although future upgrades might keep them around longer. The Minuteman-III is the only ballistic missile remaining in the United States’ nuclear arsenal.

Playboy Clubs were a chain of nightclubs operated by the same folks who run Playboy magazine. The first club, opened in Chicago on February 29, 1960, was inspired by another Chicago chain of nightclubs – the Gaslight Clubs – that Playboy magazine had first profiled in print in 1959. Response to the story about the Gaslight Clubs was so great that Hugh Hefner basically ripped off their entire idea and branded it as his own. Memberships at the club (and members were called “key holders”, not “members”) cost $50 at the time, or around $360 in current dollars. Although the club’s prices were considered exorbitant by many at the time, the Chicago club was an instant success. Within the first year, 106,000 people signed up to be key holders, and the club sold more food and drink than any other single location in the city. In the last three months of 1961, over 132,000 people came to the club, making it the most popular nightclub in the world by far. It helped that the Playboy Clubs attracted some of the best talent: Steve Allen, Milton Berle, Sid Caesar, George Carlin, Mel Tormé, blues legend Muddy Waters and then-unknown Aretha Franklin all performed at the clubs over the years. The chain later expanded to include locations all over the United States, Europe and Japan. In fact, the British Playboy Clubs, which opened in 1965 after the UK legalized casino gambling, became the single largest source of income for the company. By 1981 the Playboy Club casino at the 45 Park Lane location in London had become the single most profitable casino in the world, taking in $32 million versus $1 million for Playboy magazine alone. However, in that same year, the Playboy Clubs lost their gaming licenses in the UK, which caused a severe panic within the company that could only be solved through massive restructuring. The last Playboy Club in the US closed in 1991, although one club would later be reborn at the Palms Casino in Las Vegas. There’s a great article about the clubs here.

– The Manhattan branch of the Playboy Club opened on December 8, 1963, and the story of the club’s opening is actually pretty interesting. It seems that Martin Epstein, the chair of New York’s State Liquor Authority, had a big problem with Playboy magazine, and found the idea of scantily-clad “bunnies” serving drinks downright distasteful. Epstein refused to grant the club a liquor license until he was given $40,000, or around $277,000 in modern dollars. The story eventually leaked to the press, and caused the resignation and imprisonment of Epstein and L. Judson Morhouse, the head of the state’s Republican party and a close confidant of… Nelson Rockefeller, the governor and Henry Francis’ employer. Epstein’s conviction was later overturned.

– Lane’s father worked as a salesmen for Carrington Surgical. There is a real company with that name headquartered in Arlington, Texas but I don’t think the writers meant that one. Or maybe they did.

– According to Hugh Hefner’s Twitter feed, the scene at the Playboy club “wasn’t as accurate as I expected it to be”, but they did use real Playboy bunnies and authentic (reproduction) costumes.

– The two government agents are Special Agent Norris and Special Agent Landingham. The two are called “FBI agents” on many websites, although Norris says that they’re from the Department of Defense. However, the way he introduces themselves to Betty is a bit ambiguous. He says his own name, then the other agent’s name “from the Department of Defense”, so it’s possible that Norris is an FBI agent while Landingham works for the DoD. It’s unclear, but I honestly don’t think it matters all that much.

– The preachy doctor is Dr. Steve Howlett, and he was played by Jim Jansen.

– The State of New York didn’t make abortion legal until 1970, but when it did it, it passed the most permissive law in the country. A grisly “abortion tourism” trade even sprung up, blatantly advertising abortions to women across the country in newspapers (read the first bit of this article here). Abortions were illegal in New Jersey prior to Roe v. Wade (1973), but the state has since adopted some of the most liberal abortion laws in the United States (no waiting period, no parental notification at any age). There is no significance to Dr. Howlett sending Joan to New Jersey, other than that’s where the abortion doctor has his practice.

– Joan’s abortion cost $400, which is $2,691.53 in 2009 dollars.

– Morristown, New Jersey was founded in 1715 by English Presbyterians who had originally settled on Long Island and Connecticut. The city twice served as an encampment for the Continental Army during the Revolutionary War. The Marquis de Lafayette brought General Washington news of aid from France at Morristown, Benedict Arnold was court-martialed there, and Alexander Hamilton met and married his wife, Elizabeth Schuyler, in the town.

– Don is correct: there is no statute of limitations for desertion. Here’s an article about a man who was arrested in 2006 for deserting the army during Vietnam.

– Don disappeared in season 2’s “The Jet Set”.

– Lucky Strike was originally the brand name of a chewing tobacco first sold by R.A. Patterson of Richmond, Virginia, in 1871. Cigarettes came later, and the company was purchased by the American Tobacco Company in 1905. However, American Tobacco was broken up by the federal government by the Sherman Antitrust Act in 1911, on the same day that Standard Oil was ordered to break-up. Four companies were created in the wake of the decision: American Tobacco Company, R. J. Reynolds, Liggett & Myers, and P. Lorillard. But the breakup was not “clean’, as American Tobacco’s business processes had been spread out or isolated over several companies without regard to their previous ownership. At the time of the breakup, American Tobacco sold its share of a joint venture called British American Tobacco, who in 1994 bought the newer, smaller American Tobacco, bringing Lucky Strike into their portfolio if brands. In 2004, British American merged with R.J. Renyolds, who had bought out Nabisco in 1985 and was taken over by leveraged-buyout firm KKR in 1988 (and was the subject of the book and excellent HBO film Barbarians at the Gate: The Fall of RJR Nabisco). My point behind all this is that Lucky Strike, even during the time of Mad Men, wasn’t a simple company owned by a simple bunch of North Carolina businessmen.

– Also, “It’s toasted” dates back to 1917, and was hardly new when Don pointed it out in the pilot episode of Mad Men.

– And lastly, American Tobacco was created by James Buchanan Duke, a man who would go on to become insanely wealthy. In 1924 he gave $40 million to create the university that now bears his name. That donation was worth around $497,569,433.92 in 2009 dollars.

– I’m pretty certain that Pete was watching an old re-run of Hazel when Trudy asks him what’s wrong. The series ran from September 1961 until April 1966, but only the first season was shot in black and white… although I obviously don’t know if the episode is in black and white, or if Pete’s only has a black and white TV. The sitcom starred Shirley Booth has the title character, a live-in maid who worked for corporate lawyer George Baxter and his interior decorator wife Dorothy, and their son Harold, whom Hazel called “Sport”. Each episode dealt with some family or neighborhood issue, and Hazel frequently butted heads with her boss, whom she called “Mr. B”. Booth’s Hazel character was the obvious basis for Rosie, the robot maid from The Jetsons.

– I know that Trudy is supposed to be pregnant and all, but doesn’t she look like a Hostess Sno Ball with a head here:


Diazepam, sold under the brand name Valium, was invented by Dr. Leo Sternbach of Hoffmann-La Roche in 1960. It was released to the market in 1963 and was an instant success.

– Interestingly, the Beatles tickets seen at the end of this episode are nearly exact copies of the originals:

Beatles tix 1965 Sheamad_men_s4_e10_0y

The only thing that’s really different is the picture. I wonder if the prop guys were worried about inadvertently creating counterfeit tickets, as unused tickets to this concert are extremely valuable amongst Beatles collectors. But it seems that the original tickets were bright yellow, versus the canary shade of the Mad Men tickets, and the prop tickets almost certainly don’t have anything printed on the back, as genuine tickets would. Regardless, thanks to this site, I can tell that Don seems to have gotten pretty good tickets to the show.

– Speaking of The Beatles, the song playing over the closing credits is a cover version of their song “Do You Want To Know A Secret?”. I don’t know who performs it, but hope it’s not a sign of anything between Don and Megan.


Wow… what an amazing episode! Some folks say that nothing ever happens on Mad Men, that the show is “too slow”, but I think this episode proves them wrong.

The single biggest thing is SCDP losing Lucky Strike. As I hinted at in the “Other Stuff” section, I’ve never really bought in to the whole “Lucky Strike account” thing; I don’t understand why American Tobacco would keep SC, then SCDP, on a single account when BBDO was handling everything else. But what is this going to do to the agency? As we all know, Lucky Strike was around 70+% of their business… how will they be able to continue without it? And why didn’t Roger mention it at the partner’s meeting? Don’t you think he will catch more hell for bringing it up two weeks after his lunch with Lee Garner, Jr.? And how will Roger be able to score enough business to make up for the loss of Lucky Strike? We saw him cold calling folks for business… you have to wonder if that will be at all successful in replacing the lost Lucky millions.

The other big thing in this episode was Don’s background checks, and his reveal to Faye of who he really is. How long ago did Megan send the form in? Seems like that was after Don started getting his shit together, no? If so, that’s a massive slip-up on Don’s part. I could see something like that happening when Don was near rock bottom, but not the “new” Don. But regardless, Don forced Pete to fall on the sword for him, and now we have to wonder what Pete’s going to demand in return for losing NAA, a choice account. And then there’s Don reveal to Faye… like Betty, he didn’t tell her the whole truth – that he himself changed the dog tags – but he gave her the vague “they mixed us up” story. Still, that’s a big deal for Don, and it’s telling that not only didn’t Faye run away, she actually snuggled up next to him after he told her. I’m one of the few Faye fans out there, and I hope it’s a sign that the two are getting closer together. Much closer.

Speaking of “closer”, how about Joan’s little… “procedure”. Does anyone out there think that she might not have gone through with it? The looks she was giving the woman in the waiting room… the fact that Greg might die in Vietnam… I dunno. I think she did have the abortion, but it wouldn’t at all surprise me to find out that she didn’t.

What was with all the “play acting” in this episode. Don and Betty ended up their phone conversation by acting like everything was normal, Don and Faye ended her short office visit by acting like it was a routine visit… Is that another sign, or just a theme?

Storm clouds are on the horizon for SCDP and Don Draper… it’ll be interesting to see how they all survive… and I so can’t wait for next week!

8 Replies to “Mad Men: “Hands & Knees””

  1. Most INTENSE episode ever. Me, inside my head the whole time-“aaaaaaaaaaaa!”
    Just one shocking twist after another in that one.

  2. Gotta correct you, Jim. The Beatles’ instrumental played at the end of the show is “Do You Want To Know A Secret?” which is rather appropriate considering.

  3. @Bada Bing Crosby: Thanks for the correction, I’ve edited the original post. Sorry, I just don’t know that much about The Beatles… I had a month-long fascination with them in high school in the 80s, but haven’t listened to them since!

  4. Like you, Jim, I’m a Huge Faye Miller fan! I was Happily surprised when he told her. There is some real tenderness, intimacy, honesty, and respect in this. Wow a real relationship! Wonder how Don will fudge it up.

  5. Does anyone else think that the whole DonDraper/Dick Whitman charade will ultimately be unmasked when Henry Francis makes a run for governor? Henry replied to Betty, after she told him the FBI was at the home, “Hopefully you’ll be talking to them about me someday”. If Betty and the people in her life are scrutinized Don will be found out.

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