It's March 25, 1965. The office of Sterling Cooper Draper Pryce is abuzz with plans to watch the big fight - Muhammad Ali's rematch with Sonny Liston. Their first fight in 1964 was one of the biggest events in sports history and this rematch galvanized the nation. It was a generational battle as much as a contrast of styles. It presented the the then-champ, Liston, who had been one of the most formidable boxers of all time, going up against the ten years younger, brash upstart Cassius Clay. The braggadocios Clay defeated the champ who, after a punishing sixth round, surrendered in the seventh. Between that first fight and this rematch, Clay had converted to Islam and taken the name Muhammad Ali. He represented youth, the future, the new generation. Liston, at 33, represented the old guard. Ali's stunning TKO in some ninety seconds, and the image of him looming over his vanquished opponent, symbolized for many the end of an era and the beginning of a new one. The younger generation is being heard and knocking the older generation on its ass.
It is against this backdrop that Peggy Olson finds herself turning 26. She's in that transitional phase of life, she's no longer the youngest at the office, no longer the wide-eyed girl of the pilot, but she's still not old by any stretch of the imagination, not fully part of the establishment. She's been dabbling with youth culture - hanging out with Joyce and her Village friends - and trying to stay connected to her peer group. But Peggy is also a junior executive of a Madison Avenue ad agency and with that comes responsibility and maturation. She's constantly trying to find the right balance between the two parts of her life. The only thing the two halves have are that they both are leaving her feeling unfulfilled.
Mark, her boyfriend, is part of her life more because she didn't want to spend New Year's alone than because he's "the one." She feels that he doesn't appreciate or understand her and nowhere is that more on display than at the restaurant where he planned a surprise birthday dinner for her - with her family. That is not what she wants and he should have known that. His calls with her over the long evening, as he goes from devoted to irritated to over it, are as funny as they are tragic. Peggy may not want to be alone, and certainly didn't plan to break up with her boyfriend on her birthday, but she can't waste her time any more on someone who is not worthy of her and who doesn't understand her.
Earlier in the day, she received a present from Duck Phillips. Her former lover, and former coworker, is still trying to woo her. He was canned from his agency and is throwing out a lifeline to Peggy to save him. If she would come join him, with her clients and her talent, they could start a new firm together. Peggy knows this is more about Duck needing to be rescued than helping further her career. And yet, she is dissatisfied at SCDP. She has been mad since the Glo-Coat commercial - which came from an idea that she pitched - has gone on to be a huge victory for Donald F. Draper, lone wolf creative genius.
She is tired of being used and abused by Don - he takes her ideas and turns them into his masterpieces. He gets all the accolades and money and she just gets yelled at. He either steals her ideas or criticizes them. If her personal life can't be fulfilling at least she should get a sense of personal satisfaction from work. But Don seems incapable of providing that and Duck - drunk, unfocused, desperate - is not the answer either.
Peggy and her team present Don with what they've come up with so far for Samsonite luggage. It's a commercial, using recently-drafted Crimson Tide starring football hero Joe Namath to sell the strength of the suitcases. Don hates the idea and thinks using a celebrity is lazy. It's another example of Don being out of touch with the times and not having much of an eye towards the future. Lazy or not, using celebrities to sell products was and is a good idea and one which ad agencies and their clients will embrace from the '70s on. Hating this idea (and, in fairness, even Stan admits he hated it as it was going on), Don sends them all back to the drawing board.
But the team does not plan on burning the midnight oil. Most of the office is going to watch the Liston-Clay fight on closed-circuit TV at a local movie theater. Don is not in the mood to hang with the frat boys. Under normal circumstances, he and Roger would find their own hangout, away from the underlings. Roger wants Don to join him at a business dinner with AA poster boy Freddy Rumsen and his similarly dry client, but Don claims he has to stay at the office to work on the Samsonite pitch. But what Don really wants is to hide out, drink, and not think about a phone call that he does not want to return.
Don received a message that Stephanie had called from California. He knows what that means and he does not want to face it. She's calling with news about Anna. Anna Draper is dying, or already dead, and hearing it will only make it real. So, he takes the message slip, folds it in half, places it in his pocket, and spends the rest of the day and night doing anything to distract him. Don is prickly and hard to work in general and the anxiety he's feeling is not making his temperament any better. His words, which can soothe and inspire, can also cut to the quick. And so it is that, when the team presents the Samsonite pitch, he pointedly tells Peggy, "I'm glad that this is an environment where you feel free to fail."
At the end of the day, the office empties out. Don is staying behind, drinking, Peggy makes the mistake of dropping by on her way out. Or, was it a mistake? Maybe she was reluctant to leave and was looking for an excuse not to meet Mark for dinner. Maybe what happens next - the most perfect 35 minutes of TV ever - was supposed to happen. After the build up of tension and frustration between Peggy and Don, they needed to have this time together, mostly alone, to clear the air.
Don: So, where are we on Samsonite?A minute turns into all night. At first, they talk business. Peggy throws out ideas, Don shoots them down. He claims she's done no work, and they're going to stay there and keep working. She tells him she's been working hard, but he's rejected all her ideas. And when he finds one he likes, he'll just change it and take credit for it anyway. That was not a random comment.
Peggy: We'll have something to show you in the morning.
Don: But the suspense is killing me.
Peggy: Well, I kind of was on my way out.
Don: Let me just see where we are.
Peggy: I guess I've got a minute.
This has been building for some time. Peggy has been frustrated for months that her idea - about a boy locked in the closet until the wet floor his mom just cleaned is dry - became the super successful, award-winning Glo-Coat campaign for Don. She felt that she came up with the idea and Don got all the credit and praise. She didn't even get to go to the Clio awards. He says it's her job, she brings him ideas and he gives her money. He never thanked her for her ideas, she yells at him. And he yells back, "That's what the money's for." Don continues on the attack, telling her that she's too new in her career to care about praise and awards, that she should feel lucky that she even has this job.
Pegy turns and walks out of his office and Don knows he's gone too far. As Roger told him back in Ep. 3.13 Shut the Door, Have a Seat, Don's not good at relationships because he doesn't value them. Business transactions he understands, how to be kind and patient and empathetic he doesn't. He doesn't even know how to apologize when he's been a jerk. But he tries. He calls Peggy back into his office, under the ruse of wanting to play for her Roger's dictation of his autobiography. But it's the only way Don knows how to get her back without actually saying, I'm sorry, I was a jerk. He needs her there, needs the distraction, needs the company.
She tells him she has nothing to say. What's troubling her is personal and they don't have personal conversations. And while Don protests, it's true. Five years they've worked together and Don has kept their relationship at arm's length. He was there when she was hospitalized after giving birth, she was there when he needed bail money after a drunken car accident, yet he kept their relationship businesslike. Still, Peggy is as much in need of someone to talk to right now as Don is and so she tells him about the failed surprise party and her breakup with Mark. They spy a mouse in the office, which spooks Peggy, and so they retreat for a bite to eat.
Don opens up a bit at the diner, talking about Korea, his Uncle Mack, sharing that he too watched his father die. It's the beginning of a night full of honesty and openness between the two of them, Don drops his facade and relates to Peggy person to person. The reticent Don Draper becomes downright chatty as he and Peggy build a new bond. Even though they're not that far apart in age, the scene at the diner reminds one of a dad taking his daughter out for a bite and there is a familial warmth in that moment.
They move next to a bar, where they hear the play by play of the fight on the radio, while Don continues to drink. While there, they continue the sharing of the evening. Peggy ruefully toasts her current status, "single," while Don gives her a pep talk. "You know you're cute as hell." But haring your dad tell you you're cute is not what Peggy wants, she wants to hear that there's someone out there for her. She claims guys are exactly lining up for her and Don asks, is that what you want? And is it? Peggy seemed to be with Mark more out of a belief that she should be with someone rather than any real desire.
Peggy tells Don that some in the office think she slept with him to get where she is. And considering his track record with secretaries, it's not that far fetched. Yet he never did make a pass at her, in fact, he turned her down her first day at the office. Peggy can't help but wonder what's wrong with her that was right with all the other women who sat at that desk. Then Peggy tells Don that her mother assumed he was the one who got her pregnant since he was the only one to visit her in the hospital and Don now knows why he's never been invited to Peggy's mom's place for dinner. He asks Peggy if she thinks about the baby and she tells him, "I try not to. But then it comes out of nowhere." But before she has the chance to talk about the past any more, the fight is over and the moment is gone.
When they come back to the office, Don is beyond drunk and Peggy has to carry him to the bathroom where he retches more than Roger after an afternoon of martinis, oysters, and cheesecake. While a drunk Don empties his stomach, a drunk Duck Phillips sneaks into the offices of Sterling Cooper to empty his bowels. As he tries to drop a deuce on a chair in Roger's office - he's so drunk he doesn't realize he missed his intended target Don - Peggy comes and rescues him. Duck is melancholy without a job, without Peggy, and without his sobriety.
On the same night as the famous prize fight between two athletes at the physical prime, we get a drunk Don taking a swing at (and missing) a similarly drunk Duck after the latter makes an inappropriate comment about Peggy. Duck quickly get the upper hand, and Don says "Uncle" to get Duck to take his TKO in this fight. Peggy then escorts him out of the office, but only after Don learns that she had a relationship with Duck.
At this point Don is drained. He wants to keep drinking and Peggy is tired of watching him drown whatever sorrow is plaguing him. All he tells her is that there's a phone call he has to make and he knows it'll be bad news. He asks if he wants to be alone and he doesn't answer, instead he asks for another drink. But as she brings it, he pats the couch cushion next to him, inviting her to keep him company. She lets him fall asleep of her on the couch, then falls asleep herself. We hear footsteps and Don wakes to see an angelic Anna Draper standing in front of him, holding a suitcase, as her spectral self smiles at him, then fades away.
In the morning, the sun wakes him and Don finally places the call and hears the news from her niece. Anna has died. Don holds it together until he sees Peggy looking at him and he starts sobbing. He tells her that the person who died was the only person who really knew him and Peggy said, that's not true. Maybe it is the the literal sense, but she's right in the abstract. Don has been trying for years to hid the real person underneath the image and there have been glimmers. If people don't know all there is to know, it's his fault for not trusting that if they knew the truth they'd love him.
Peggy forgoes returning home, falling asleep on the couch in her office, only to be awaken very loudly by Stan and the gang. She goes in to find Don looking perfectly put together, not a sign of the long night or emotional morning. That's what Don does. He transforms himself. And so it is that in the morning, looking at the photo of Muhammad Ali standing victorious over the vanquished Sonny Liston, he sees not a significant athletic feat or an historical cultural touch-point but an advertising opportunity.
Roger Sterling's memoirs are indeed gold. "Bert Cooper hated me and I thought it was because he thought I 'd be an ally of my father; but it turned out it was something to do with my joie de vivre, my romantic prowess. See tape 3. Including some time with the queen of perversions, his secretary Ida Blankenship. You know what? Don't use her name. But it was all about him hating my very youth, all because the poor guy had been out down in the height of his sexual prime by an unnecessary orchiectomy. Lyle Evans, M.D. I think he had him killed."
Don learns a lot about Peggy. That she has to deal with her coworkers all thinking she slept her way to her job, while also dealing with the fact that she's one of the few secretaries Don didn't sleep with. He learns that Peggy knows who the father of her child is, but that her mother assumed it was Don since he was the only one to visit her in the hospital. That she is mostly successful in heeding his advice not to think about the baby she gave up, but that she can't help at times but be reminded. And that, like him, she saw her father die in front of her eyes. It says much about the nature of their working relationship, as well as his "Midwest" reticence," that they've never shared as much as they do that night.
What to make of Don being able to shed his skin so easily? To be the relaxed guy at the diner, sharing stories about his Uncle Mack and his father, with the tightly wound business exec with not a hair out of place even after an all night bender. And to be able to take the stress, anxiety and pain of the last twelve hours and come out with a great product pitch. Is this a strength or a weakness? How long will he be able to pull this off?
Irony, anyone, about Don favoring the quiet, goes about his business Liston, rather than the braggadocious Clay? Don may have the largest professional ego in the business and may have seen some of himself in the boastful, eloquent boxer.
'Bleecker Street' by Simon & Garfunkel
Danny: How come we have to pay when everyone knows damn well they were free?
Harry: You're such a Jew.
Danny: Your friends in Hollywood know you talk that way?
Peggy: I don't know if you could tell, but he hated it.
Stan: I was hating it too while we were doing it, but not before. I'm not gonna lie.
Don: I wouldn't be good company anyway.
Roger: That's never bothered me before.
Joey (to Danny): I don't know what it is, but I look at the side of your neck and I wish I had one of those James Bond pens so I could jam a dart in it.
Trudy: My days are spent sleeping and visiting the ladies' room, although it's an incredible feeling having this baby kick me.
Peggy: Is it any different than living with Pete?
Trudy (to Peggy): You know, 26 is still very young.
Don: You think elves do this?
Don: Do you like Cassius Clay? ... He's got a big mouth. "I'm the greatest." Not if you have to say it.
Muhammad Ali. ... Liston just goes about his business, works methodically.
Roger: This guy Rutledge killed a man with a motorboat. You know what gets you over something like that? Drinking.
Don: Do you have someplace to be? Maybe tap your foot so I get the message.
Don: By the way, you are 20-something years old. It's time to get over birthdays.
Katherine: I don't know how many nice boys you think are lining up for you. You should be grateful.
Mark: Should I have invited Don? You never stand him up.
Don: You could've just told me it was your birthday.
Peggy: Right, and there'd be no repercussions.
Don: So, now this is my fault?
Peggy: Well, it's not my fault you don't have a family, or friends, or anywhere else to go.
Don: Don't get personal because you didn't do your work. And by the way, I know it kills you, but guess what? There is no Danny's idea. Everything that comes in here belongs to the agency.
Peggy: You mean you.
Don: As long as you still work here.
Peggy: Is that a threat? Because I've already taken somebody up on one of those tonight.
Peggy: You know what? Here's a blank piece of paper. Why don't you turn that into Glo-Coat?
Don: There are no credits on commercials.
Peggy: But you got the CLIO!
Don: It's your job! I give you money, you give me ideas.
Peggy: And you never say thank you.
Don: That's what the money is for!
Don: You're young. You will get your recognition. And honestly, it is absolutely ridiculous to be two years into your career and counting your ideas. Everything to you is an opportunity. And you should be thanking me every morning when you wake up, along with Jesus, for giving you another day!
Don: Well, as Danny would say, "There's no use crying over fish in the sea."
Don: You know what? There's a way out of this room we don't know about.
Don: My Uncle Max said he had a suitcase that was always packed. He said, "A man has to be ready to go at any moment." Jesus. Maybe it's a metaphor.
Don: But the best idea always wins and you know it when you see it. Keep banging your head against the wall, then it happens.
Peggy: I know what I'm supposed to want, but it just never feels right. Or as important as anything in that office.
Don: You'll find someone. You know you're cute as hell.
Peggy: Men don't exactly stop and stare in the streets.
Don: Do you want that?
Peggy: That's not what you were supposed to say.
Duck (to Peggy): You don't belong here.
Stephanie (about Anna): She left her body to science. She said she wanted to go to UCLA Medical School tuition-free.
Peggy: What happened?
Don: Somebody very important to me died.
Don: The only person in the world who really knew me.
Peggy: That's not true.
Duck says, "Turns out she's just another whore."
Spoilery observations. (DON'T READ UNTIL YOU'RE CAUGHT UP)
Peggy suggests to Duck that he contact a head hunter after he was fired from Grey. In Ep. 6.09 The Better Half (which takes place in July,1968) he becomes a head hunter. By the end of Season 6, he has hired Don's replacement. By the series end, he's instrumental in getting Pete his dream job.
When Don finally talks to Stephanie and hears that Anna has in fact died, he tells her he's going to fly out and take care of everything, but Stephanie tells him not to bother, it's already been taken care of. This is echoed in the series finale when Don gets news from Sally and he wants to immediately hop of a plane and take charge. There, too, he is told that he's not necessary. He visits Stephanie again in the series finale and she does not want anything he has to give her and pointedly tells her that he's not her family.
Peggy make have hit below the belt with the "it's not my fault you don't have a family, or friends, or anywhere else to go," but it's true. Don has isolated himself from everyone and everything and is hiding out in the only real home he has. By the series end, when Don is once again all alone, with not family or friends or anywhere to go, it is Peggy who summons him home - with home meaning, back to work where you belong.
Anna is the first of three women in Don's life to die from cancer, followed in Season 7 by Rachel and (post ending) Betty. His stepmother died of cancer as well, but in that case, he was happy about it.
In the series finale, when Marie was arguing with Roger in French, he responds that "all I got was 'suitcase.'"
Here, Don shouts at Peggy, that's what the money's for. In Ep. 5.11 The Other Woman, when he is frustrated and angry he literally throws money at Peggy (leading her to finally walk out on him and the agency).
The scene where Don tells Peggy that the only person who really knew him just died, she comforts him, saying, "That's not true." This is echoed in the finale when Don goes through a laundry-list of his sins and Peggy again tells him "That's not true." She's been the one supportive constant in his life, the one who lets him know that things don't have to be as bleak as he sees them.