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“Is that all there is?” asks Peggy Lee in the opening and closing scenes of this midseason quasi-premiere. Lee’s recording of “Is That All There Is?,” released in November 1969 on an album by the same title, was a fitting fin-de-decade lament for an American public still reeling from the tumult of the sixties—and, more to the point, wondering what to make of it. All that hope, all that anger, all that terror. Does a larger whole emerge from these parts, or is that all there is?




The national mood of reckoning is mirrored on a personal level by the members of Sterling Cooper & Partners, who we rejoin in April 1970. They, too, are assessing the drama they faced in recent years and trying to draw meaning from it, with mixed success. The turning of the decade is an arbitrary horological happening, after all. We’re the ones who impose meaning on it, the same way that Don projects the visage of Rachel Katz (nee Menken) onto the face of a luncheonette waitress.


Rachel was one of the first “other women” we saw on the show, and in one way she became the ur-mistress for Don. He has always been drawn in by her Judaism, particularly by the aspect of the Jewish mythos that involves wandering in the desert without a home. Don is defined in part by his yearning for a sense of home that he never had. In the first scene at the luncheonette, he tells an anecdote about the boarding house where he lived as a child, accentuating that aspect of his bio for the viewer. (Don self-consciously tweaks the details to obscure the fact that he grew up in a whorehouse—perhaps he’s learned his lesson from the Hershey’s pitch.)

The Jewish narrative resonates with Don, but in the past he has also twisted its sense of wandering, construing it for himself as an escape. It’s this contorted interpretation that ended his relationship with Rachel in the first season: He asks her to run away with him to build a new life in Los Angeles, and she spurns him, understandably repulsed that he views a nomadic existence as relief from a stable home. Perhaps this is what Rachel is referencing in Don’s dream when she tells him that “you missed your flight.” It comes out of Rachel’s mouth, but it’s still Don’s sentiment, and the line tells us that Don views Rachel as an unfinished story, one he always intended to revisit someday.


Fate has a different story to tell, as Rachel is recently dead of leukemia. When Don visits the mourners, he attempts to ingratiate himself into the Jewish experience—“I’ve lived in New York a long time,” he says to give himself a certain Hebrew veneer—but Rachel’s sister, Barbara, keeps him at a distance from the mourning rituals. Don sees that Rachel had two children, a boy and a girl, just like Don had when he met Rachel. She essentially built the home that Don was so eager to flee. Barbara says, “She lived the life she wanted to live. She had everything.” Barbara does not add, “…without you,” as it doesn’t need to be said.

Don feels a deep-seated need for his experience with Rachel to come full circle, but one of Mad Men’s enduring themes is that life does not draw in perfect circles. Instead, it draws maddening fragments, tantalizing us with the beautiful arcs that we can only imagine. So it is that Don finds himself obsessing over the diner waitress. She bears a certain resemblance to Rachel, and he had that dream right after Rachel died, and the waitress’ name is Di. Don would like to think it all adds up to something—a completed circle—but he’s fudging the math.


When Di takes him out into the alley for a quick fuck, he finds it strange, but he goes along with it because it matches his emotional state, his all-consuming fantasy. As it turns out, Di is not some emotional specter of salvation. She perceived a certain message in the $100 bill that Roger left to pay their tab the other night, assuming that it was Don’s bill (reasonably, since Roger was acting like a jerk). For her, it’s a business transaction. Don tells Di the reason for his predilection with her—the woman, the dream, the death—and she’s unmoved. “I want you to think very carefully about when you really had that dream,” she tells him, “because when people die, everything gets mixed up. … Someone dies, you just want to make sense of it, but you can’t.” In other words, she’s telling him, yes, that’s really all there is.


Peggy, at first, does not appear so unfulfilled as Don. She handles the Topaz meeting with grace, as she answers pantyhose kingpin Art Garten’s suggestion—he wants to ape the novelty of L’eggs by selling Topaz pantyhose in an oversized green jewel—with a reasoned response. “I’d never recommend imitation as a strategy,” Peggy says. “You’ll be second, which is very far from first.” She doesn’t merely disagree with Garten; she has a philosophy behind it, and that tells us something important about the character. Peggy views herself as a skilled practitioner of an art (which lends her client’s name a droll irony), and she effects a confident, urbane air as a result.



That air deflates over the course of the episode. After she so deftly holds court in the conference with Topaz, Peggy has to sit down with Joan and a panel of sexist clods from SC&P’s corporate partner, McCann Erickson. This scene pours on the misogyny a bit thick—almost every line out of the guy’s mouths is another insult—but male chauvinism is such a routine part of the atmosphere on Mad Men that the show has to push the boorishness to make it stand out. You could also view it as a bit of ominous dick-swinging in a cultural moment when “women’s lib” is on the verge of taking hold in the national conversation.


In any case, it’s a humiliating scene for both Peggy and Joan. Yet the ensuing elevator scene, as brief as it is spellbinding, refines our view of the humiliation and shows that these women feel shortchanged in different ways. While you might imagine that they’d seek solidarity with each other—especially if you haven’t seen Peggy and Joan alone in an enclosed space before—instead their jealousy for each other takes hold. For her part, Peggy is jealous of the attention that bombshell Joan gets, such as it is. (Notice how, in this episode, on the two occasions when she hears Mathis’ flattery, she clearly enjoys the adulation despite herself.) So she lashes out at Joan, saying, “You can’t dress the way you do and expect—” before Joan angrily interrupts her.

Meanwhile, Joan desires the professional respect that Peggy receives—again, such as it is—so she turns the knife on Peggy, the plain girl who made good. “What you’re saying is I don’t dress the way you do because I don’t look like you. And that’s very, very true,” she snarls. Peggy retorts that Joan is “filthy rich” and has no room to complain, but that only makes it worse for Joan, who knows how she came by that money.


But back to Peggy for a moment. Her dinner with Stevie, Mathis’ brother-in-law, goes well (eventually), and after a few beverages, they fancy themselves spur-of-the-moment jet-setters. The conversation turns to Paris as she brags, “We shoot commercials abroad all the time,” and then catches herself: “Well, some people do.” When Stevie asks if you just write a commercial in Paris if you want to go there, she tells him that’s not how it works. The more salient point, though, is that she once thought that’s how it would work. For her. Someday. All this talk of Paris leads her to revisit the story of her last decade with fresh alarm. It’s one of those jarring moments of cognitive dissonance in which, at one point or another, we all find ourselves: We’ve achieved our goals, and yet our life doesn’t look the way we thought it would.

Struck by a dormant but reawakening sense of disappointment, Peggy fixates on her passport. She’s never used it, and she can’t even find it. Stevie appears aware that their Paris fantasy is the type of thing that wears off as the alcohol does, so he doesn’t see why the passport should bother her so much. What he can’t perceive, having known her for only a night, is that this travel document is a wake-up call. If she’s as worldly as she thinks she is, why is her passport blank? It dawns on Peggy, like an itch at the edge of her consciousness, that she has expanded her horizons in an insular world, one that demands she burrow into the consciousness of the average American rather than venturing outward on the global stage.


At the office the next morning, Peggy finds her passport and puts it away immediately. The limited scope of her worldview is too daunting to confront right now. So just as she and Joan insulted each other in the elevator to mask their own frustrations, Peggy uses a crack to dismiss her hurt: She refers to Paris as “where margarine was invented.” In this formulation, the romantic City Of Lights becomes just another artificial concoction that inevitably fails to live up to its promise. She used to be a climber, someone who aspired to a greater, more expansive livelihood. Now she medicates the aftereffects of her foolish Paris fantasies. “It’s nothing a little aspirin won’t fix,” she says. Aspirin is a long way from aspiring.

Joan rebounds from that crackling elevator scene by treating herself to some more of the stylish, sexy clothing that Peggy scorned. This is who I am, Joan insists, and the world will have to take me as such. She’s a picture of defiant pride, but this is Mad Men, and you know the show isn’t going to present such an uncomplicated image. The salesperson adds another layer of interpretation—both for the viewers and for Joan—when she asks, “Didn’t you used to work here?” She offers Joan the employee discount, but Joan rejects it, fibbing that the salesperson must be thinking of someone else. This is a trip down memory lane for Joan, a return to her sartorial roots in the same way that the fur coats on the Wilkinson models evoke Don’s pre-Sterling Cooper days hawking minks and chinchillas. She would never accept the employee discount because the whole point of this spree is that she’s not the employee now; she’s become the client. Yet here she is, in the same place, standing in front of the same mirror. So what has changed? Less than Joan would like.




A similar dynamic informs Ken Cosgrove’s storyline, as he likewise finds himself jumping from the service side to the client side (albeit less willingly). If the Chevrolet account was SC&P’s Vietnam—an all-too-enticing conquest that proved to be a soul-depleting quagmire—then Ken was the face of the front lines, and he has the scars to prove it. “You gave them your eye,” his wife says, “Don’t give them the rest of your life.” She aches for Ken to sever himself completely from the advertising business, the same way a war-weary nation ached to sever itself from a tragic, needless debacle in Asia.




Ken has every opportunity to take his wife’s advice. Even if he didn’t really intend to quit and pursue his own writing career—he claims that he wanted to leave when he speaks to Don, but this is easy to say after you’ve been fired—his dismissive dismissal by “Ferg” would theoretically solidify the notion that it’s time to go.

Why does Ken take the job at Dow, then? Part of the answer lies in the Richard Nixon speech we glimpse in one scene at Don’s apartment. This mendacious address saw Nixon, as he reminded Americans that he was drawing down U.S. troop presence in Vietnam, furthermore explain that he was ramping up attacks in Cambodia and Laos. The war was somehow growing even as it was ending, and Nixon insisted that this was all perfectly logical.




The speech foreshadowed a reality that Americans could barely detect in 1970: The Vietnam War would never end, not for a long time at least. The military quagmire may have subsided, but the psychological one remained, as we’ve re-litigated Vietnam with every new war and with practically every presidential election. At the time, the country didn’t understand about itself what Ken’s wife doesn’t understand about him: The deepest scars are the ones you can’t see. (It’s no coincidence that Ken goes to work for a company that embodies some of Vietnam’s most enduring horrors, driving home the parallel.)

Ken can’t just walk away after the horrors of the Chevrolet account. He feels compelled to try, angrily and quixotically, to make his sacrifice mean something. The trouble is that by the end, the Chevy business, like Vietnam, was madness incarnate. Reason does not emerge from madness, so Ken’s attempt to win a sense of justice from this mess, even in revenge, is therefore doomed to fail. Wounded, disrespected, and ultimately dismissed, he is overwhelmed by the question, “Is that all there is?” He would be better off if he could bring himself to answer “yes,” break out the booze, and have a ball.


Stray observations

Don’s dream begins with Ted Chaough saying, “Here’s another girl,” as if they’re all the same as one another. But Rachel Katz isn’t just another girl. Then, at the end of the dream, it’s Pete at the door instead. It’s the men Don works with who are interchangeable to him—not Rachel.

Ted comes to Don with an idea for a new tagline on the Wilkinson campaign: “There are three women in every man’s life.” Perhaps for Don, in this moment, those three women would be Betty, Megan, and Rachel. He rejects the idea.

Joan’s remark about radicals “blowing up department stores” is a reference to a string of bombings and threats in 1969. The Chicago department store Goldblatt’s, for instance, was bombed were charged St. Paul department store was bombed



Don’s late-night date, Tricia, spills red wine on the bedroom floor, and it looks a lot like blood. That’s the same spot where fever-dreaming Don “murdered” a persistent paramour in “ Mystery Date

Don is bouncing back from his breakup with Megan the only way he knows how, to the extent that he needs an answering service to handle all the women he’s got around town. And he makes a pass at the answering service woman for good measure.

Line reading of the night: “Thank you, Roger! I appreciate your loyalty.”

Ken’s father-in-law is quite proud of himself for making a Pop-Tart.

Mustaches!