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Mad Men: Who owns “The Other Woman”?


Most of what I read about the latest Mad Men (“The Other Woman”) focused on Joan’s decision to accept Pete’s indecent proposal—and rightly so—but the title of the episode basically demands the audience answer the question “Who’s the woman, and who’s the other one?” As far as I can tell, the consensus seems to be that it’s Joan, who unlike Megan and Peggy lacks a defined role in Don’s life, but that strikes me as only significant in this episode and inconsonant with developments in the series as whole. Moreover, the final minutes of the episode indicate that while Peggy’s role in Don’s life may have been circumscribed by their working relationship in recent episodes, it bears remembering that, before Megan, Peggy and Don regularly confided in each other about things like the ramifications of unplanned pregnancies. In short, I’d argue that over the course of five seasons, Peggy’s been Don’s perpetual “other woman,” and I think the structure of the episode bears this out.

But first things first, let me remind you of a moment from the first episode of the first season. Don criticizes Peggy for allowing Pete to enter his office and steal research from his trash, to which Peggy responds thus:

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Don removes her hand, criticizing her again for attempting to manipulate him with her feminine wiles, then he comforts her:

Mad men - smoke gets in your eyes

From the beginning, Don’s seen in Peggy a potential unrelated to notion that woman are sexual objects designed for male consumption—and she’s the only female he hasn’t fathered that he seems to feel this way about. She’s exceptional in that she’ll always be “the other woman,” the one he doesn’t desire for reasons that can’t be reduced to the fact that she’s not conventionally attractive. Don’s occasionally paternal, occasionally fraternal affection for Peggy seems grounded in the recognition that she, like him, doesn’t belong in the social circles of the advertising world, as well as it’s corollary: that she, like him, can produce better copy because they’re of this world instead of in it.

The last five minutes of “The Other Woman” seem to bear this out. Keeping in mind that closing an episode is akin to owning it—the final moments will be the lasting impression left on the audience irrespective of the events they capstone—it stands to reason that for all the attention paid to the means by which Joan attained a partnership, “The Other Woman” belongs to Peggy. The celebration that accompanies landing the Jaguar account—which should, if Joan’s actions are the centerpiece of the episode, be front and center—is pushed off-frame as Peggy confronts Don in the hall. Here’s Don about to join in the festivities:

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When he stops to talk to Peggy, director Phil Abraham cuts right in a manner that eliminates the celebration from the frame:

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As the conversation continues, the sequence of shots and reverse-shots diminish the significance of the celebration which now only exists in the diegetic space as background noise. It acquires a status not unlike the act it celebrates: the partners know what Joan did and every time they look at her (or think of Jaguar) the knowledge that they prostituted her will reemerge like half-heard chatter at a party they barely recall attending—not unlike an off-frame celebration represented on-screen by noise leaking through glass walls.

But let me back up: Joan’s sacrifice is rendered so insignificant that the celebration of its fruit doesn’t merit screen time. Not only doesn’t it merit screen time, but even when it should be visible it isn’t:

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When Abraham reverses back to Don, Peggy’s head largely obstructs the audience’s view of it. Even if it’s partially visible on the right of the frame, it still plays second-fiddle to an unfocused shot of the back of Peggy’s head. As the conversation continues, Abraham shifts from these medium shots of Don to medium close-ups of the both of them:

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The sounds of celebration can still be heard, but they’re distant and indistinct compared to this conversation. The framing alone suggests its thematic significance, but just in case the audience missed it, Abraham moves the conversation to Don’s office:

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Peggy follows him in and this reminds me of something from that first episode:

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Different offices, but Peggy’s posture, her position relative to Don and the impersonal scale of the long shot are strikingly similar. Moreover, as in “Smoke Gets in Your Eyes,” what begins as a cold sequence between professionals quickly evolves into a series of mutual recognitions. What they recognize has changed—what had been potential in the former has been realized by the latter, such that Peggy’s departure now constitutes an actual loss instead of a hypothetical one—but so too has the dynamic between them. As in the first episode, Peggy offers Don her hand:

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Only this time he doesn’t reject it. He really doesn’t reject it:

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Whereas in the earlier episode Don clearly dominated the frame, in this one he only appears to. He occupies more space and is afforded frontality—if only by virtue of being the only one in the shot with a head—but his posture’s that of a supplicant. The man who once upbraided her for touching his hand in an unprofessional manner is now a partner in a firm that whores out cherished employees for profit. He’s kissing the ring because he knows his is now the morally inferior party.

The remainder of the episode follows Peggy into her familiar office, downthat familiar hall and in front of that familiar elevator, only this time the parting glance isn’t from Pete, it’s from Joan:

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And instead of returning it, Peggy just steps into the elevator:

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If Joan can’t even own the episode in which she sells herself to make partner, how likely is it that the partnership she entered will work?


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  • Jeff Hebert

    Good analysis, thanks for sharing it. Such a great show, and I think this episode will go along with “Guy Walks Into an Advertising Agency” and whatever the one is where Betty shoots the neighbor’s pigeons as one of my favorites. I loved your line about “The man who once upbraided her for touching his hand in an unprofessional manner is now a partner in a firm that whores out cherished employees for profit. He’s kissing the ring because he knows his is now the morally inferior party.” Totally nailed it.

    I just wanted to point out two other scenes that I think support your argument. In one, Ginsberg watches Megan going into Don’s office and, while another woman literally crawls across the table behind him in a bid to be a “Jaguar Girl”, remarks that “She comes and goes as she pleases.”

    The other scene is where Don comments that Megan has certainly shown how she feels about advertising, by leaving SCDP.

    Meanwhile Peggy, unlike his wife Megan, chose advertising as her career. Yet like Megan, she’s coming and going as she pleases as well, by taking another job.

    Of the three women profiled in this episode, therefore, it seems to me that Megan is The Woman (as his wife), while it’s Peggy who is the Other Woman, his spouse’s opposite in the most important way to Don (advertising) and yet like her in another (exercising her freedom to leave, a freedom Don took during the war to get out of his own life). You even have the scene with Don literally throwing money at Peggy to get her to stay with him, trying to buy loyalty with cash because they cannot offer marriage.

  • Erin

    Thank you for another excellent analysis. I so enjoy reading your takes on the directing of Mad Men and Doctor Who.

    One other scene I think needs to be thrown into the mix, and that is with Ginsburg in Don’s office. Don is seated on the couch, in the subordinate position, just like in the last scene with Peggy. Ginsburg is talking about “what kind of a**hole would want this car”, and it’s clear that he’s talking about Don. But he’s not just talking about the car, of course, he’s talking about Don and his relationship to each of the “other women”.

    The positioning matters because Don has never truly owned any of the three women in the episode, they own him; the smile that comes to his face when he realizes that Ginsburg has developed the perfect tag is my favorite moment from the entire episode, because it has summed up Don’s core desire in one tag line. He wants “something beautiful [he] can truly own.” And then, with Peggy, the one truly beautiful thing he had in his life walks out the door, JUST as Megan did a few weeks earlier; he cannot own either of them.

    Finally, I think this leads back to that great promotional photo before the season began, of Don looking in the store window at the two mannequins, the man seated in his chair with a robe on, the woman standing, naked, beside him. Subordinate position, but being waited on by a blank, by a nothing. He says that he wants the women in his life to be self-realized, but he doesn’t really; he wants them to be blanks, to be a canvas on which he can project his own desires. (“You’re going to love this orange sherbert!”)

    Remarkable stuff.

    – Erin

  • Pith Helmet

    Okay, so in the last Mad Men thread, I was encouraged to go back and try to watch it again. My question: Should I try again from Ep. 2-3 of S1, or if I skipped to Season 2, would I be able to figure out what was going on?

    • Erin

      Personally, I’d see it all from the beginning. Even though there are definitely weak moments in the first season, there are so many seeds being planted (like SEK’s reference to the hand-holding in the very first episode).

      I think we are on the verge of seeing the greatest show ever to be made for television, and I would see them all, in order.

  • jncc

    which now only exists in the diegetic space

  • she, like him, can produce better copy because they’re of this world instead of in it.

    Mm. Other way round?

  • Rick Massimo

    I think “The Other Woman” refers to the two paths Joan and Peggy have taken and the generational differences they imply. Each is “the other woman” to each other.

  • andrew long

    They’re all the other woman.

    Peggy is the other woman to Don, as you have exquisitely proven.

    Megan is the other woman to Don, first in relation to Betty, but also now, in relation to his true spouse: his career.

    And Joan is the other woman personified. She has always been Roger’s other woman. She is Don’s other woman, whom he could have had but never did, as explored in The Christmas Waltz.

    But now she is the other woman to the entire firm. Adoring. Loyal. Protective. But blithely paid off to allow Sterling Cooper Draper Pryce (Campbell) to freely pursue The Woman: Jaguar.

    You may know this woman better by her common name: Wealth & Prestige.

    In the Mad Men universe, Joan is Every(other)woman.

  • tomstickler

    For crying out loud! It’s only a TV show. Y’all are starting to sound like Dan Quayle maundering about Murphy Brown.

  • Wow, what an outstanding analysis of what I think is the best episode of the season. I’m not used to examining the frame by frame shots like this, but it all lends itself to the message and tone of the episode. The last shot of Joan looking at Peggy killed me. It’s like Joan sees that Peggy is getting out (more or less) alive. Not that Peggy didn’t have her own sacrificial lamb, but still.

    I was linked to this site through a Mad Men forum – do you write about all the episodes?

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