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MAD MEN
Episode 105: Babylon
Written by Andre Jacquemetton & Maria Jacquemetton and Matthew Weiner


FADE IN:
INTERIOR DRAPER HOME -KITCHEN -MORNING (DAY 1)
DING! Two slices of toast pop out of a stainless steel toaster. A can of frozen orange juice discharges its thawing capsule into a glass pitcher with a sucking plop. A wooden spoon stirs water into it.
Don, in pajamas and a robe, leaves his burning cigarette in their "smart girls" ashtray at the edge of the. sink. He plates the toast and pours coffee into a china cup from a percolator. Pours orange juice in a glass and places everything on -a breakfast tray, along with a small crystal vase of daffodils. Don slides the tray off the counter and backs through the door.

INTERIOR DRAPER HOME -FRONT HALL
Don, carrying the tray, makes his way towards the staircase. He grabs the newspaper from the hall table and starts up the stairs, eyes on the morning's headlines.
On the fourth step, a Wheel-O toy lays sideways, metal axel pointed up. Don's slippered foot lands square on top of it. He stumbles and falls, china crashing, coffee and orange juice splattering the wall.
Don is laying at the bottom of the staircase, face up, stunned.
Uncle Mack (O.S.): Dick Whitman! You watch where you're goin'. Gonna break that neck.

SMASH CUT TO:
INTERIOR DRAPER HOME -FRONT HALL -CONTINUOUS (FLASHBACK)
A man in depression era work clothes, Mack Johnson, (late 30's), looms in the entrance to the dining room. Three women (20's) stand next to Mack, expectantly. Dick Whitman, ten years old, dark-haired, the square of his jaw just beginning to become apparent, looks up from the floor where he's fallen.

Uncle Mack: You gonna cry or get up?
Dick: I'm gettin' up, Uncle Mack.
One of the young women whispers to the other. Dick gingerly gets to his feet.
Uncle Dick: Good. Now come on in here, someone's waiting for you.

INTERIOR DRAPER HOME -DINING ROOM (FLASHBACK)
Dick makes his way into the room, past the silent women. Mack follows, hand clamped on Dick's shoulder. The furnishings in the room are the Drapers', the breakfront, the chandelier, but there's now also a rickety bed with rumpled and soiled bedclothes. A midwife hovers over it, collecting blood-stained sheets and towels.

Uncle Mack: Why you so spooked, kid?
Dick: There was lots of screaming.
Uncle Mack: Always is.
The Midwife crosses by him, carrying a white enamel basin filled with bloody water. Mack nudges Dick towards the bed. A woman, Abigail (30's), lays there, hair stuck to her sweaty forehead, her expression both haggard and beatific.
Abigail: The Lord has given us a blessing.
A new born infant suckles her breast.
Abigail: Come meet your new brother.
Dick fixes on the baby's tiny, red hand resting in proprietary repose against Abigail's skin.
Dick: He ain't my brother.
Uncle Mack: Course he is. You got the same Pa.
Abigail cradles the baby adoringly.
Abigail: Isn't he beautiful? I named him Adam, after the first man.
Dick turns and stares back at Don, still sitting at the bottom of the staircase. They hold each other's pained gaze.
Sally (O.S.): Daddy?!
Don turns his head and looks back up to the top of the staircase.

CUT TO:
INTERIOR DRAPER HOME -FRONT HALL - (DAY 1)
Betty, clad in nightgown, and the kids, Robert and Sally, both in pajamas, are clustered on the landing.
Betty: Don, are you all right?!
Don pulls himself back to reality.
Don: Happy Mother's Day.
Betty laughs, breaking the tension. Don joins in as the kids run down the stairs. Betty puts a hand on his cheek, poor thing. She kisses him.

LONG DISSOLVE TO:
INTERIOR DRAPER HOME -VESTIBULE (Night 1)
Don opens the front door and comes in, carrying sleeping Robert. Betty follows with sleeping Sally in her arms. Robert has a "Palisades Amusement Park" balloon tied to his wrist. Don tugs the balloon inside by its string.

INTERIOR DRAPER HOME -FRONT HALL -CONTINUOUS (NIGHT 1)
Don and Betty carry the kids upstairs onto the landing.

INTERIOR DRAPER HOME -UPSTAIRS HALLWAY -(NIGHT 1)
Don and Betty carry the kids down the hallway and disappear into the children's bedroom.

INTERIOR DRAPER HOME -BEDROOM -A SHORT WHILE LATER (NIGHT 1)
Don reclines on the bed in pajamas, reading a hardbound copy of The Best of Everything, with its lascivious cover. Betty comes in, now changed into a peignoir, holding a glass of milk. She closes the bedroom door.
Don: This is fascinating.
Betty: It's better than the Hollywood version.
Don: It's certainly dirtier.
Betty takes a sip of her milk.
Betty: Well, Joan Crawford is not what she was and honestly? (sips her milk) I found her eyebrows completely unnerving, like a couple of caterpillars pasted there. Her, standing next to Suzy Parker--as if they were the same species.

She gets into bed. Don puts the book aside.
Don (wipes milk off her lip): Some men like eyebrows. And all men like Joan Crawford. Salvatore wouldn't stop going on about her.
Betty To think, one of the great beauties, and there she is so old. I'd just like to disappear at that point. It makes perfect sense.
Don: I promise, Bets, the first sign of crow's feet I'll put you on an ice floe. Or would you rather be my gal in the iron mask?
She laughs. He pulls her close, kisses her neck.
Don: You have a nice Mother's Day?
Betty: It was lovely. (a beat) My mother was at least two years older than whatever Joan Crawford says she is and was still very fetching. I'd think that she would stand up very well as a prediction of my eventual appearance.
Don: Bets, Don't. No melancholy.
Betty: I'm allowed to be sentimental on Mother's Day.
Don: It's your Mother's Day, not hers.
Betty rolls over and searches his face.
Betty: I'm just saying my mother looked handsome, actually vivacious and positively cheerful right up to her end. It's good remembrance. Dr. Wayne suggested a book to me which said it's part of the mourning process.
Don: Dr. Wayne.
Betty: My hands are a little better.
Don: So you're cured.
Betty: I don't know how they tell that.
Don: When they run out of books.
Betty: Don't deride him.
Don: Mourning is just extended self pity. You know in New Guinea, the Pygmies grind up their ancestors and drink the powder in a beer?
Betty: And a model culture at that. Pygmies. Did you know Michelangelo was painting the Sistine ceiling when those people were still living in caves, discovering fire?
Don (laughs): I did not know that.
Betty: Well, it's true. Introduction to Basic Anthropology.
Don (kisses her neck again): How about advanced reproduction? How are your studies progressing?
Betty: Completed. Got an A, actually.
Don: Did you?
Betty undoes the little silk bow at her neck.
Betty
Yep, I did.

They kiss passionately--then part a little, remaining close.
Don: I flunked the whole thing.
Betty (playful): That's because you got caught cheating.
Don looks her in the eye then kisses her again.
Betty: Get the light.
Don leans across her and switches off the light. He lays on top of her, sliding up her night gown. She whispers.
Betty: I want you so much. I thought about it all day.
Don: Me too.
Betty: No, I mean it. It's all I think about. Every day. Your car coming down the driveway. I put the kids to bed early. Make a grocery list, I cook butterscotch pudding. I never let my hands idle. Brushing my hair, drinking my milk... It's all in a kind of fog because I can't stop thinking about this. (she starts to tear up) I want, you so badly.
Don: Ssshh. You have me. You do.
He touches her lips. They start to make love.

INTERIOR STERLING COOPER -ELEVATOR LOBBY -MORNING (DAY 2)
Establishing shot. Worker bees in suits and hats exit the elevators onto the floor and head into the offices.

INTERIOR Sterling COOPER -CONFERENCE ROOM -(DAY 2)
Roger Sterling sits at the conference table across from three other individuals: Nick Rodis, an American businessman, and two Israelis, Lily Meyer and Yoram BEN Shulhai. Lily is a conservatively dressed older woman, almost like a British nanny. Yoram is deeply tanned, calm as a statue, in a short sleeve shirt and a tie. An iced bowl of caviar with blinis and a tray of mai tais with cherry and pineapple, no umbrellas. Don enters.
Roger: Don, I think you remember Nick Rodis from Olympic Cruise Lines.
Don: (they shake) Nick, did you add that second deck of portholes?
Nick: Yes, but those rooms get pretty wet.
Roger: This is Urine Ben Shulhai from Israel Ministry of Tourism.
Yoram: It's pronounced Yoram.
Don shakes hands with him.
Roger: And this young lady is Lily Meyer.
Lily (unamused): Pleasure to meet ·you.
Don: And you.

As they settle back in to their seats, Roger helps himself to . some caviar and a blini.
Roger: Caviar and blinis, mai tais. We're thinking about a land of exotic luxury.
Nick: We'd like to think that if Beirut is the Paris of the middle east, Haifa could be the Rome.
Don: That's an exciting idea. Of course we should keep in mind, Paris has the Eiffel Tower. Rome has the Coliseum.
Roger: And Tel Avenue is about to have a Hilton.
Nick: Olympic is charting our most luxurious liner along all the wondrous ports of the Israeli Riviera.
Lily: We are going to visit Mr. Bernbach down the street, but some of us find his humor to be kitsch. We thought we'd try a traditional way as well.
Don: Sterling Cooper doesn't like to think of itself as traditional.
Lily: Maybe that's the wrong word, my English isn't so good.
Don: I hadn't noticed that.
Yoram: "Glamour" like "glamorous", that's the word. We saw your awards. We were impressed by your work on Rio de Janeiro.
Don: You're not thinking of putting a hundred and fifty foot statue of Jesus in Tel Aviv, are you? That's how we sold Rio.
Lily lifts a large legal briefcase on to the table. She opens it and takes out a series of manila folders, binders, and books; including Exodus by Leon Uris, and puts them on the table.
Lily: This book has been on the best seller list for two years in the States and is soon to be a major motion picture starring Paul Newman. America has a love affair with Israel and we'd like to bring the two parties together.
Don starts flipping through the documents and photos.
Don: You saved me some leg work. All I have is the Bible.
Yoram: Let's stay away from that.

Yoram laughs. Nick reaches for some food. People start to eat. Don opens his portfolio and prepares to take notes. He writes "Israeli Tourism" at the top of the page.
Don: Your ideal tourist. What's their yearly salary?
Lily and Yoram look at each other.
Lily: Whatever you make.
Roger (ribbing Don): They always say that.

INTERIOR S.C. -Roger'S OFFICE -MOMENTS LATER (DAY 2)
Ginger, Roger Sterling's plain secretary, types. Mona Sterling and her daughter Margaret, 16 and no expression are waiting by her desk. Roger walks up.
Roger: Look who's here, a couple of angels! Do we have lunch today?
He drops a kiss on both their cheeks.
Mona: No, darling, we're going to get Margaret's hair cut.
Roger: A haircut? I like your pony tail, squirt. It makes you look young.
Margaret: I like your hair, daddy. It makes you look old.
Roger forces a smile. Ginger hands him some message slips.
Mona: We just have to find the right place.
Roger: Ginger?
Ginger: I cut my own hair.
Roger and Mona turn their back on her.
Roger (on the sly): You picked her.
The sound of laughter announces Joan, walking with Don down the hallway.
Mona: Don't you two make a handsome couple.
Joan: Honestly, I Don't go for handsome.
Don grabs Mona's gloved hand, pulls her in for a little kiss.
Don: Mona, Margaret. What brings you. below fifty-ninth street?
Mona: Margaret, say hello.
Margaret (blushes): Hi, Mr. Draper.

Joan gives Mona a warm smile.
Joan: Oh, Mona, aren't you lucky? Mother and daughter on the town.
Moan: Where are the girls getting their hair Done these days?
Joan: By girls, you mean Brigitte Bardot? Because that's what I'm seeing.
Mona: As long as she can pin a hat on it for church.
Joan: You're going to love this man. I'll make you an appointment.
Joan starts to lead them off.
Mona: Bye Don. Roger, sweetheart.
Roger (to Don): She used to love being in my office.
Roger and Don walk in to Roger's Office.

INTERIOR HOTEL ROOM -LATER (DAY 2)
Although it's a hotel room, we think it's a bedroom. Roger lays on the bed in his shirt, boxer shorts,and stocking feet with garters, with a drink in his hand.
Roger: A haircut is the least of her problems. Margaret's dated, what, two boys? One of them joined the service, the other committed suicide. She doesn't want to go to college; she doesn't want to work; she's not interested in charity. I don't know what we did wrong. We gave her everything she wanted and she's still useless.
Joan: comes out of the bathroom in a sexy full slip, pinning her hair back up. As she speaks, she puts on her dress.
Joan: You're too hard on her. She's a young girl.
Roger: When I was her age I rode a tramp steamer from Bar Harbor to Hilton Head.
Joan: I bet it was a yacht.
Roger: Someone still has to sail those things.
Joan: I think Margaret just reminds you of you. You're both spoiled. Zip.
He goes to zip her, instead takes a whiff of the back of her neck and slides his hands inside her dress.
Roger: Come back to bed. We'll stay here all afternoon.
Joan: You Don't have to go back to work. I do.
Joan extracts herself gently from his embrace.
Roger: Did you like the pearl necklace I gave you?
She snaps shut a jewelry box and puts it in her purse.
Joan: It's gorgeous
Roger crosses to a room service cart.
Roger: Aren't you even going to have some of this? There's Beef Wellington, Oysters Rockefeller, Napoleons. We leave this lunch alone and it'll take over Europe.
Joan: I don't like to eat in here. Food that close to the bed reminds me of a hospital.
Roger: If you had your own apartment we could go to your place and you could cook for me.
He crosses to the bed, eating a piece of Napoleon off a fork.
Joan: Don't you like things the way they are?
Roger: Are you kidding? This has been the best year of my life. Do you have any idea how unhappy I was before I met you? I was thinking of leaving my wife.
She gives him a playful swat.
Roger: I'm just getting tired of all this sneaking around. Aren't you?
Joan: Roger. I know as much about men as you do about advertising, and I know sneaking around is your favorite part.
Roger: I have a lot of favorite parts.
He pulls her back down onto the bed, his hands roving over her curves...
Roger: I want to get you in a little fourth floor walk up somewhere with no doors and no windows and lock you up for a week.
Joan: That's tempting. But I like hotels. You leave with the same things you came in with. And little soaps. I love those.
Roger: I wish I knew what you wanted, Joannie.
Joan: I love this, Roger. But, a week is a considerable length of time, and, I have my own world. I go out, I have parties, I have friends over...­
Roger: Male friends?
Joan: Yes.
Roger: I don't want to hear this.
Joan: Carol and I have a nice little rotation.
Roger: The disaster?
Joan: I've known Carol since college and she's been a good friend to me. She's very bright. And she's neat.
Roger: So you think you'd be lonely?
Joan: I think it'd be half as much fun alone.
Roger: You could get a bird. They're fairly neat for animals.
Joan: Oh Roger, if you had your way I'd be stranded in some paperweight with my legs stuck in the air.
She starts to get up.
Roger: You're just gonna paint that picture and go, huh?
He rolls over on top of her, loosening her hair. She smiles, strokes his ·face.
Joan: Can't we just enjoy this? I mean, we both know eventually I'll find a more permanent situation and you'll find a new model. The '61's are coming out soon. I hear the fins are going to be bigger next year.
Roger: Whatever you want, Red.
She gives in to his embrace and they start to go again.

INTERIOR STERLING COOPER -DON'S OFFICE -(DAY 2)
Don studies an eight-by-ten of a boat loaded with refugees from the Exodus. Next to it there is a death camp picture.
Don: Well, I can see why they want the guns.
Pete and Paul sift through stacks of research on Israel. Publicity shots of religious shrines, orange groves and kids with blue and white hats. A hardback copy of Exodus and a leather-bound volume of The Old Testament. Salvatore doodles on a sketch pad.
Paul: It's tough to compete with Bermuda only three hours away.
Don: It helps that they've stopped blowing up hotels.

Paul holds up a souvenir coaster depicting a smiling young woman in a military uniform with a machine gun.
Paul: Oh, kill me, you busty Jewess.
Pete: Maybe we should try and exploit the danger instead of fighting it. Travel as adventure.
Salvatore: Or, how about this? An average American family of three standing on shore, suitcases in hand, as the Red Sea parts before them. On the other side waits a gleaming four star resort. Shouldn't you see the Promised Land?" .
The guys laugh.
Don: Take religion out. They have plenty of stations of the cross traffic.
Pete drops a bound report on the coffee table.
Pete: I skimmed this research and the whole thing is pretty red. These communes, "kibbutzs", it's positively Soviet.
Don picks up Exodus, reads the dust jacket:
Don: Except The Daughters of the American Revolution are shuttling this book up and down Fifth Avenue.
Paul: It's a good story. They start in these prison camps, real prisoners, you know, and the next thing they're in the desert, armed to the teeth - (mimes a rifle) Cutting their.way through the enemy. Dying for the cause. And then they have a government.
Salvatore: It made my mother cry.
Don: So. We have a quasi communist state--where women have guns, and it's filled with Jews. Well, not completely filled, let's not forget there are also Arabs.
Paul (hopefully): They've got oranges.
Salvatore thumbs through a picture book:
Salvatore: As far as I can see the biggest thing the place has going for it is the people are good looking.· The Jews there Don't look like the Jews here. Have you been to the Diamond District?
Salvatore slides a picture over of a beautiful brunette woman, late 20's, holding a bushel of oranges.
Don: I have to make a couple phone calls. Let's pick this up later.
As they file out, Don follows them to the door. Peggy sits at her desk.
Don: Peggy, could you get me a private line, please? .
PEGGY (O.S.): Right away, Mr. Draper.
She reaches for the phone...

INTERIOR MENKEN'S DEPARTMENT STORE -RACHEL'S OFFICE (DAY 2)
A black telephone with hold lines blinking on a business man's desk. Rachel Menken picks up a line.
Rachel (into phone): I debated not taking the call.

INTERIOR Sterling COOPER -DON'S OFFICE -· INTERCUT
Don, on the phone with his office door closed.
Don: I'm glad you did. I need to see you.
Rachel (a beat): I Don't think that's a good idea.
Don: It's business. Can we meet for a drink?
Rachel: I'm busy this evening.
Don: I wouldn't ask if it wasn't important. I should still be able to talk to you. Give me credit for that.
Rachel gives pause, considering.
Rachel: Lunch. Tomorrow. Lunch. The Tea Room at the Peare. Twelve fifteen.
Don: Message received.
She hangs up, sits back in her chair, thinking.

INTERIOR DRAPER HOME -BEDROOM -(NIGHT 2)
Don is in bed, reading Exodus. Betty comes in carrying a stack of boxed and folded shirts from the dry cleaner.
Betty: It's so muggy tonight. {then} Did you just get a library card? I rarely see you read anything that doesn't have a manila folder wrapped around it.
He doesn't look up from his book as she opens a window.
Betty: I hope it's not going to be a rainy summer. You should clean the gutters.
Don: Mm. This weekend.
Don continues reading. Betty starts to undress.
Betty {re: book}: Is that good?
Don: There's less action than I thought.
Betty: I thought it was a romance. (then) You know, the first boy I ever kissed was Jewish.
Don (glances up): How did that happen?
Betty: My friend Deirdre Shaw was friends with a Jewish girl, Beth Gold-­Silver--something. Beth invited us to a mixer at her synagogue in Lower Merion. '
Don: I'm surprised your mother let you go.
Don closes the book, his thumb holding his place.
Betty: It was a fund-raiser for charity. Those 'poor skinny people in the boats. This boy danced with me all evening. (beat) David Rosenberg. He was very good looking, but there was something about him that was gloomy.
Don: Was he a good kisser?
Betty (smiles): Let's just say he'd had much more practice than I had.
Don: Yeah, I'm sure he was very disappointed.
Betty: Please, he only picked me because I wasn't part of the synagogue. In fact, the·next day, on the school bus, Beth told everyone I had been necking with David Rosenberg. The looks they gave me. (beat) They were all blondes by the next summer.
She kisses him. He kisses back. He looks at her, sweetly.
Don: It's hot, honey. And I have to read this book about the desert.
Betty (smiles a little): Of course. Go ahead.
As he re-opens the book, she looks at him.
Betty: We should get an air conditioner up here.
Don:We'll see.
She exits the room to finish getting undressed.

INTERIOR S.C. -FRED RUMSEN'S OFFICE -MORNING (DAY 3)
Vodka is poured into a high ball glass full of orange juice. Fred Rumsen, 45, a life-long mid-level copywriter, is scanning an open newspaper on his desk. Salvatore walks in with KEN, toting a portfolio.
Fred: Hiya fellas, come on in. (off the newspaper, irked) Did you see this? Someone broke into the Yankees' equipment locker in Cleveland yesterday, swiped Mickey Mantle's pet glove.
Ken: They should have taken his bat.
Fred sticks his letter opener in his glass of "orange juice"like a swizzle stick.
Salvatore: Should we wait for you to have your breakfast?
Fred: A day without orange juice is a helluva long day.
Freddy leans down and takes a sip from the full glass, his arms extended at his sides.
Fred: Look Ma, no hands.

The guys laugh. Fred motions for Ken to open the portfolio, revealing a couple of ADS torn from a magazine. They show a model with a sunny smile reaching towards a rainbow of lipstick colors. The caption reads: "Belle Jolie: All the Colors of the Rainbow."
Fred: I've been looking at the work of our esteemed predecessors, and I'm not heartened. They make more colors of lipstick than Howard Johnson's has ice cream flavors, but their sales are in the crapper.
Salvatore (off the ad copy): These names: Passion Flower Peach, Tropical Boudoir Red. Oh look, Ethel Rosenberg Pink.
Fred: "Wear it to the chair."
They all laugh.
Ken: Did you know lipstick was invented to simulate the flush on a woman's face after you've treated her right?
Fred: If you're going to quote the research report, Don't start with "did you 'know".
Salvatore laughs. Caught, Ken does as well.
Fred: Research. I'm stumped, I'll be honest. I don't speak moron. Do either of you speak moron?
The guys shrug.
Fred: Let's throw it to the chickens.

INTERIOR S.C. -RESEARCH ROOM -MOMENTS LATER (DAY 3)
An empty room with a large table in the middle and a two-way mirror on the wall. Dr. Greta Guttman waits with a clipboard. Joan herds in a group of exhilarated secretaries, including Peggy. The door is locked behind them.
Joan: All right girls, settle down and gather around!
Judy: What? No lunch?
Joan: No, dear, this is better. Belle Jolie wants us to tell them what we think of their new line of lipsticks.
The girls ooh! excitedly.

INTERIOR STERLING COOPER -OBSERVATION BOOTH -INTERCUT
On the other side of the mirror, in a sound-proof room, complete with a bar and chairs, Fred and Ken enjoy the show. Salvatore mixes drinks.

Salvatore: One-way glass. That name seem weird to you? It should be two-way glass, right?
Ken: I Don't care what they call it. It beats the hell out of x-ray specs.

INTERIOR STERLING COOPER -RESEARCH ROOM -CONTINUOUS (DAY 3)
Joan: It's called brainstorming.
Donna: That sounds intimidating. Is it like a test?
Joan: There are no wrong answers. Just be your pretty little selves. Sit down, grab a lipstick and a mirror.
On the table, Greta unveils a tray with dozens of factory sample lipsticks in cardboard tubes. The girls start taking them, laughing as they select colors. Peggy hesitantly joins in the fray. Some of the girls squeeze out of the melee and stand in front of the one-way mirror to apply their colors.
Joan: Now remember, the mirror can be your best friend or your worst enemy.

INTERIOR STERLING COOPER -OBSERVATION BOOTH (DAY 3)
Paul has joined the observers. Drinking,and smoking. Salvatore writes on the glass with a china marker, X-ing out and circling some of the girls.
Salvatore: Has no taste... Ugly dress... Horrible wig...
Harry enters, smiles and takes a seat in the dark.
Ken: They're "brainstorming".
Paul: I wouldn't expect more than a few sprinkles. '
A girl puckers in front of them, blotting with a kleenex.
Harry: I love it when they do that. (to the girl) My little blowfish.
Paul: Anybody mind if I take off my pants? .

INTERIOR STERLING COOPER -RESEARCH ROOM (DAY 3)
The girls are busy blotting their lips and inspecting themselves in their individual mirrors as Dr. Guttman comes down the line with her clipboard, asking questions and making notations:
Greta: Bow many lipsticks do you own?
Allison: Gee, I Don't know. I'd have to go home and count.
Greta: Do you match your lip color to your clothing or to your accessories?
Uncertain, Allison looks toward Joan for guidance.
Joan: I know. That seems like a loaded question.
Greta: It is unloaded and I insist that you curb your editorial comments.
Allison (to Greta): Sometimes I match it to my nail polish.
Joan Good answer. (then, to Greta) Go ahead.
Greta: Do you change your lip color with the seasons?
Allison looks to Joan again.
Greta (to Joan): You. Stand over there.

INTERIOR STERLING COOPER-OBSERVATION BOOTH (DAY 3)
Ken: She should ask what she would do for a ride home.
Laughter. Fred frowns and shakes his head.
Fred: We should have put a man in there so they would take it seriously.
Pete comes in with a sandwich. He grabs a seat, puts his feet up and starts to eat.
Pete: At what point do we start running electricity through the chairs?
Roger hurries in to join them. Heads for the bar.
Roger: Oh good, I was afraid I was gonna miss it.
He pours some cream into a glass to quell his ulcer. Admires the view while he drinks.

INTERIOR STERLING COOPER -RESEARCH ROOM (DAY 3)
Joan steps over to the mirror, turns around, and bends down to pick up something, gracing the guys with a full-on view. She straightens up and looks at the mirror with the slightest trace of a smile on her face. .

INTERIOR STERLING COOPER -OBSERVATION BOOTH (DAY 3)
Ken: I want to stand and salute that.
He does. The other guys stand. Roger watches this, unhappy.
Paul: What's with mouse ears over there?

INTERIOR STERLING COOPER -RESEARCH ROOM (DAY 3)
Peggy just watches the other women putting on lipstick. She focuses on one Girl, as she applies lipstick, blots her lips with a tissue, then drops the tissue on the table.
IN SLOW-MOTION The tissue falls on top of five other used tissues marked with blotted lip marks.

INTERIOR THE PEARE HOTEL -DAY -(DAY 3)
Don sits at a table working his way through an Old Fashioned. The tea room is populated by a few older men, old ladies, and mothers having lunch with their daughters. A black waitress in a uniform wheels a tea cart with cucumber sandwiches and a three-tiered tray of tea cakes. Rachel comes through the front door. He watches her walk towards the table, then stands to help her with her coat.
Don: Thanks for coming. Can I get you something?
She looks at his drink.
Rachel: No.
He pushes in her chair. They sit.
Don: How've you been?
'Rachel: Fine. Tired.
Don: It doesn't show.
She looks away. Musters her business armor.
Rachel: I'm in the middle of Spring Inventory. I hope you're not going to tell me the grand plan for remaking our store has a hitch in it.
Don: You look beautiful.
Rachel: I thought you had urgent business to discuss.
Rachel takes out her cigarette case. A waiter comes over, interrupting them.
Waiter: Anything for the lady?
Rachel: Nothing for me. Coffee.
Don: Irish coffee?
Rachel: Coffee.
The Waiter looks at Don. He raises his glass, indicating another. He nods and exits.
Rachel: Business?

Don: It turns out Israel Tourism may be coming on as clients. I'm having a hard time getting a handle on it.
Rachel: And I'm the only Jew you know in New York City?
Don: You're my favorite.
Rachel: Jesus, Don, crack a book once in a while.
Don (smiles): I have. It's all sentimental, filled with World War Two trivia, oranges, kids in blue and white hats. They're doing a movie of Exodus with Paul Newman.
Rachel: Paul Newman? That's nice. Now I have two reasons to see it.
He takes a sip of his drink, unwittingly spilling on his tie.
Don: Damn it.
She picks up her napkin and reaches across the table to wipe his tie.
Rachel: You're usually so put together.
They exchange a small smile. Rachel puts down the napkin. Coffee comes.
Rachel: I'll tell you one thing about the Israelis. Don't cross them.
Don: Those people? They were definite Zionists.
Rachel: Zion just means Israel. It's a very old name. I'm sorry, I'm not an expert on this and something feels strange about being treated like one.
Don: I just want to know something about it that hasn't come from some ministry of propaganda.
Rachel: Well, there's some more world War II trivia, they arrested Adolf Eichmann in Argentina last week. Have you seen his resume?
Don: I deserved that. But I'm talking about tourists going to Israel.
Rachel: I Don't know what I can say. I'm American. I'm really not very Jewish. If my mother hadn't died having me I could have been 'Judy' instead of 'Rachel'. No one would know the difference.
Don: What is the difference?
Rachel: Look, Jews have lived in exile for a long time. First in Babylon. Then allover the world, Shanghai,Brooklyn--and we've managed to make a go of it. It might have something to do with the fact that we thrive at doing business with people who hate us.
Don: I Don't hate you.
She meets his gaze.
Rachel: No.... individuals are wonderful.
Don: That's not what I meant.
Rachel: I Don't know, a country for "those people" as you call us, well--it seems very important.
Don: So why don't you just live there?
Rachel: My life is here. My grandfather came from Russia and now we have a store on 5th Avenue. I'll visit, but I Don't need to live there. It just has to be. (beat) For me, it's more of an idea than a
place.
Don: Utopia.
Rachel: Maybe.
Don reaches across the small table and takes her hand. She looks down at his hand and pulls away.
Rachel: They taught us at Barnard about that word "utopia." The Greeks had two meanings, "yoo-topos" meaning "the good place" and "oo-topos" meaning: the place that cannot be.
His gaze holds hers. He's intense, focused.
Rachel (stubs out her cigarette): I have to get back to the office.
Rachel gets up and takes her coat.
Rachel: I better not see this on my bill.
She walks away before he can help her with her coat.
ON Don.

INTERIOR STERLING COOPER -RESEARCH ROOM -(DAY 3)
Joan whistles to get everyone's attention.
Joan: Okay, girls, playtime's over! Time to put the lipstick down and head back to your desks.
The girls begin to file out the door, deflated.
Joan: Thank you for your cooperation. And your lips.
One girl tries to sneak her lipstick out. Joan nabs it.
Joan: These go in the closet.
The room is now in complete disarray. Lipsticks and tissues allover the place. Peggy helps Joan with the cleaning up. Fred comes in.
Fred: Now we have to count the shades they tried. Could you bring me those tissues, dear?
Peggy hands him the waste ' basket filled with tissues.
Peggy: Here's your basket of kisses.
Fred: Basket of kisses. That's cute. Who told you that?
Peggy: What do you mean?
Fred: Where did you hear that?
Peggy: I just thought of it. Isn't that what it is?
Fred keys in on her.
Fred: It is sweetheart. (beat) Which color did you like?
Peggy: I didn't get the one I liked. Someone took my color.
Fred: Why didn't you choose another one?
Peggy: I'm very particular.
Fred: As opposed to the other girls.
Peggy: I Don't know. I don't think anybody wants to be one of a hundred colors in a box.
Joan: I think that's enough complaining. Why don't you head back to your desk, Peggy.
Peggy leaves. Fred watches her go.
Joan (to Fred): Bet you wish you could pour that in a glass and "drink it.
OFF her exit, we CUT TO:

INTERIOR Sterling COOPER -Don'S OFFICE -LATER (DAY 3)
Don sits at his desk, with the Israel research. Hits the intercom.
Don (to intercom): Peggy? Clear the rest of my afternoon, would you please?
Peggy (V.O.): You have the Snider's Ketchup people at three o'clock.
Don (to intercom): Have a box of cigars sent over to Jim King with my apologies.
Peggy (V.0. ): I'll find out what he smokes.
Don (to intercom): Good girl.
He grabs his briefcase. There's a knock at the door. Fred pokes his head in. Salvatore behind him.
Fred> Got a minute, chief?
Don: Just.
Fred beelines for the bar.
Fred: You Don't mind, do you?
Salvatore: Use a glass, Freddy.
Don opens his briefcase, puts papers in.
Fred: Your girl. Full of surprises. Oh Pretty Peggy Sue.
Don: Peggy? If you say so. I avoid eye­contact to avoid being blinded by the earnestness.
Fred hands out drinks.
Fred: Actually, she really stood out-­brainstorming wise.
Don (smiles, drinks): Brainstorming. Sorry I missed that.
Fred: What was the line?
Salvatore: A bucket of kisses.
Fred: Basket of kisses.
Salvatore: Bucket sounds better.
Fred: If you like 'em wet and sloppy. Point is, while the rest of the hens were busy tearing out each other's feathers--that one saw the benefit, not the feature.
Don: Really?
Fred: She said she didn't want to be one of a hundred colors in a box. That's interesting, .right?
Salvatore: It is.
Don seems surprised. The three of them look out at Peggy.
Fred (-truly amazed): It was like watching a dog play the piano.
Peggy smiles at another secretary who dumps a huge pile of folders on her desk.

INTERIOR BARBARA'S NURSERY -(DAY 3)
Barbara Katz (30), Rachel's older sister, cradles a phone receiver.
Rachel (O.S.): It's me, Barbara. Can you talk?
Barbara: She's still sleeping, thank God. What's on your mind?

INTERIOR MENKEN'S -Rachel'S OFFICE -INTERCUT
Rachel sits at her desk, on the phone. A beat.
Rachel: I think I might have met someone.
Barbara: You're not sure? That's good.
Rachel: He has some serious limitations.
Barbara heads for a pink and white bassinet in the corner of the room.
Barbara: Does he work at the store?
Rachel: No, he doesn't work at the store.
Barbara: He has a job, doesn't he?
Rachel: Yes.
Barbara: Then what's the problem?-Would Daddy like him?
Rachel: Daddy would hate him.
A beat.
Barbara: So he's not Jewish. {a beat} Who cares what Daddy thinks. He's not your boyfriend anymore.
Rachel: Barbara.
Barbara: You're twenty-eight years old. You work sixty hours a week. The last thing you want is to end up like Aunt Rosie, lying to your nieces about how many engagements you had.
Rachel: Aunt Rosie wasn't lying.
Barbara: Oh please, there was no Max the Communist. Does he have all his hair?
Rachel: More than he'll ever need.
Barbara: Is he funny?
Rachel: Sometimes. After a couple.
Barbara: Oh, so he's a shikker. Daddy will hate him.
Rachel: I do feel this attraction and I want him and I want to ignore everything else about him.
Barbara: It's 1960. We don't live in a shtetl. We can marry for love.
Rachel: I'm not sure people do that anymore.
Barbara: Why do you always have to be so cynical?
Rachel: Because sometimes, things come. Good things. But there's no future in them.
The baby cries from the bassinet. Barbara rocks it not altogether gently.
Barbara: Rachel, you're a modern woman. Forget the wedding. Believe me, I would do anything for some romance right now.
OFF Rachel, mulling those words.

INTERIOR Sterling COOPER -PEGGY'S DESK -LATER (DAY 3)
Peggy is putting files away at a filing cabinet. Joan walks up to her carrying a stack of files.
Joan: Peggy.
Peggy: Hi, Joan.
Joan waits for two employees to cross out of ear shot behind them.
Joan: Mr. Rumsen would 'like you to put your industrious little mind towards coming up with some copy for Belle Jolie Lipsticks.
Peggy stares at her.
Peggy: I Don't understand. They want me to write something?
Joan: Whatever you said in that brainstorming session apparently knocked their socks off.
Peggy (stunned; thrilled): Oh.my gosh. I Don't know what to say.
Joan: You will of course continue to cover Mr. Draper's desk. Any writing you do will be on your own time.
Peggy nods.
Peggy: Do I get a raise?
Joan: No. Congratulations. More work and more responsibility. I guess you'll be entitled to some dinner money.
Joan hands Peggy the stack of files.
Peggy: That's swell. (reeling somewhat) I should go and thank them. I'm not really dressed. Tomorrow maybe.
Joan: No need. They wanted me to tell you. They were very specific about it.
Peggy: Oh.
Joan: Well, you know what they say... (re: herself) The medium is the message.
Joan gives a little shrug and heads off. Peggy drops the stack of files on the open drawer.. She crosses to her desk. Sits down. Smiles.

INTERIOR MIDGE'S APARTMENT -HALLWAY -(NIGHT 3)
Midge opens the door. Don stands in the hall impatiently. She has a small potted spider plant in one hand, wears a big Irish fisherman's sweater, underpants, and dirt on her hands.
Midge: And here I was just wishing for a man to help me with my yard work.
She moves back and Don steps in, crushes her against him in a hungry kiss. He kicks the door shut.

INTERIOR MIDGE'S APARTMENT -CONTINUOUS (NIGHT 3)
Don backs Midge towards her kitchen table. She loves it.
Don (tugging her shirt): Take this thing off.
They pull it over her head together. Don hikes her up. She wraps her legs around his waist. He slides her bottom onto the table, pushing plants off onto the floor.
Don (not the least bit): Sorry.
Midge: That's what I get for being domestic.
Someone knocks on the door. They're too caught up to answer, the knocking gets insistent. Midge pulls away.
Midge: Hold that. The thought.
Midge pulls her shirt back on and gets the door.
Midge: Hi, Roy.
Roy Hazelitt, slept-on hair, sandals, black slacks, turtleneck and vest, barges in without being invited.
Roy: Hey, beautiful, what's shakin'?
He sees Don. Roy takes note of Don's slight dishevelment, the vibe that he's interrupted something.
Roy: Oh. Busy dance card, huh?
Midge: Roy, this is my friend Don Draper. Don, Roy Hazelitt.
Don: (nods~ dry) Pleasure.
Roy dismisses him with a curt nod. Focuses on Midge:
Roy: Ian's playing down at the Gaslight. We're gonna go support him. Pass the basket. You in? That is if Dad will let you out.
Midge: Sounds like fun. Don, let's go for a while.
Don looks at her. Midge shrugs.
Roy (to Don): Come on, it'll be a kick. What do you say? Afraid you'll miss the 5:31?
Don goes to the bar to fix a drink.
Don: I'll wait here.
Midge comes over, leans in close to him, sotto:
Midge: I'll wear a skirt. And that's all.

INTERIOR HOTEL ROOM -(NIGHT 3)
Roger is fixing a vodka, rocks, at the service area on the credenza. A key sounds in the lock. Joan enters.
Roger: What took you so long?
Joan: One of the media buyers ambushed me in the elevator with tickets to the ballet, of all things. I told him I had plans but he insisted that we share a cab across town, anyway. I couldn't shake him.
Roger: Which one was it? George Asbury? He's a hound.
Joan: It doesn't matter. They're all just boys.
He embraces her, hands roving. She pulls off his tie.
Roger" Poor bastard probably couldn't help himself, the way you glide around that office like some magnificent ship.
Joan: I don't want to be a distraction. Shall I order a case of horse blinders for the rest of the office?
Joan notices a dome-shaped birdcage covered with a white cloth sitting on the bedside table.
Joan: You didn't.
Roger: Oh, I sure did.
He pulls off the cloth cover. A canary flutters inside the cage. Joan laughs.
Joan: What am I supposed to do with it?
Roger: The store lady said you can do anything but put the cage on the radiator.
Joan: You're terrible.
Roger: Can't blame a man for trying.
He pulls her down onto the bed rolls on top of her, hungry, not wasting any time. Her hands slide up under his shirt•••
Roger: I hate the thought of having to share you.
She takes his face in her hands.
Joan: You don't have to share me, now.
He holds her face in his hands while they kiss.
RogerL Mm Joannie, you smell so good. I've been thinking about this all day. Mona is looking at a weekend in Old Saybrook with the in-laws. There's not enough liquor in the world.
Joan: Roger.
She nods towards the chirping bird, slightly self-conscious.
Roger: Sorry.
He grabs her scarf off the bedside table and tosses it over the cage.

INTERIOR NIGHT CLUB -(NIGHT 3)
The basement club is dark and crammed with tables around a simple, elevated stage. There's an old, upright piano against one wall. An intellectual-looking young man wearing a cardigan is reading the newspaper as performance art. He has a Hungarian accent. In the wings, a couple of shaggy troubadours wait for their turn at open mike, along with a girl (poetry girl) looking over scribbled pages.
A Hungarian man, Mary Katharine Cahill, a daughter of Harriet M. Barr and Archibald W. Barr of Stonington, Connecticut and Kevin Mark Duncan III, a son of Beatrice Hoslinger and Kevin Mark Duncan Junior of Manhattan, were married last evening at the Episcopal Church of the Heavenly Rest. The Right Reverend Andrew Elmslie, Vicar of the church, officiated. The bride wore an empire princess-line ballgown of ivory silk shantung with Alencon lace applique and a cathedral train. The Bridegroom, thirty, is associate general counsel at International Business Machines. He is a graduate of Trinity college in Hartford and Harvard Law School. The bride attended Dana Hall School for girls.

INTERIOR NIGHT CLUB -TABLE -MOMENTS LATER (NIGHT 3)
Roy, Midge and Don approach an empty table with three seats in the middle of the floor. Don is carrying his overcoat. Roy is talking past Don to Midge:
Roy: He travels around the country and collects miniature replicas of monuments. The Washington Memorial, Bunker Hill, Mount Rushmore. Then he sticks them up his ass--symbolism intended.
Midge laughs. Don looks around disparagingly.
Don: There's no place to put your coat.
She sits in one of the chairs. Roy quickly claims the chair next to her, leaving only the seat across the table from Midge for Don. Don looks down at the slice of white thighs protruding from her skirt hem, then jerks his head towards Roy.
Don: Switch seats with me.
Roy: No way.
Roy scoots closer to Midge.
Midge (hailing a passing waitress): Can we get a round over here?
Roy: Jack Daniels, Duchess.
Don: That's a great idea.
The waitress nods and moves off. Don lights up, mildly irritated. Roy hones in on Midge.
Roy: Anyway, turns out this Spanish cat and I are mucho sympatico with the direction we talked about going.
Midge: With the theater of the people thing?
Roy: Conscious drama. Not the soul-less ******** kept alive by the middle­class with their season tickets to Dick Van **** and Mary Martin. (gestures to Don) I bet Don here can tell you first hand. Broadway is the birthplace of mediocrity.
Don indicates the guy in the cardigan on stage, who is now taking a smattering of applause as he leaves the stage and takes a seat.
Don: Maybe it's born there but I think it may be conceived right here.
Midge smirks. The waitress brings their drinks. Don pays.
Midge: Thank you, Don.
Roy (badly): La Kayem.
Roy takes a drink. Eyeballs Don.
Roy: So, what do you do, Don?
Don: I blow up bridges.
Midge: Don's in advertising.
Roy (laughs): No way. Madison Avenue? What a gas.
Midge: We all have to serve somebody.
Roy: Perpetuating the lie. How do you sleep at night?
Don: On a bed made of money.
Midge (wryly): Isn't this an education?
Roy: You hucksters in your tower created the religion of mass consumption.
Don: People want to be told what to do so badly that they'll listen to anyone.
Roy: When you say "people", I have a feeling you're talking about thou.
Don: And I have a feeling you spent more time on your hair this morning than she did.
Midge smiles. This is getting good.
Midge: You two want to head to the urinals and poke it out?
Don: So Roy. If you had a job, what would you do?
Roy: I'm starting a theater. Right here in the Village. It's a cooperative. Midge is going to get in there. Paint some flats.
Midge: I said I'd think about it.

INTERIOR NIGHT CLUB -STAGE -CONTINUOUS (NIGHT 3)
The poetry girl is now sitting on top of the upright piano. She closes her eyes and sways while reciting her spoken word poetry.

Poetry Girl: Last night I dreamed of making love to Fidel Castro, in a king size bed at the Waldorf-Astoria. "viva la revoluci6nl" he roared, vanquishing my dress. Outside the window, Nikita Khrushchev watched us, plucking a chicken.
A smattering of applause.
Man's Voice (O.S.): Take off your shirt.
Poetry Girl pulls her shirt off. The basket comes around.
Roy digs in his pocket. Midge drops some coins in.
Don: I should go. Too much art for me.
Midge meets his eyes.
Midge: Stay. This is Ian. We'll go right afterwards.
One of the troubadours, Ian, cradling a mandolin, pulls a stool onto the stage. He's joined by two folksy-looking backup singers. Midge smiles at Don. On stage, Ian starts strumming and a hush falls on the crowd. He sings in a plaintive, soulful voice "By the Waters of Babylon." The singers join in, building into a round, and we stay on Don.

INTERIOR MENKEN'S -MEN'S DEPARTMENT
The song continues over: Rachel, standing in the empty department store in front 'of a glass case displaying neck ties, her eyes on the merchandise but her mind on Don. A janitor mops the floor in the background. She opens the case and takes out two fine silk ties. Lays them on the counter side by side, thinking which would look best.

INTERIOR DRAPER HOME -BEDROOM -MUSIC CONTINUES
Sally sits at Mommy's vanity, playing dress up, wearing several strands of Betty's pearls and a too-big dress slouching off her shoulders. Betty puts lipstick on Sally. Shows her how to blot her lips together. Sally mimics.

INTERIOR HOTEL ROOM -MUSIC CONTINUES OVER
Roger and Joan finish dressing themselves. She steps into her pumps. He zips up her dress. She takes her purse from the end table. He hands her the birdcage. Joan leaves the room first. Roger sits on the bed, watching her go.

EXTERIOR THE PARK GRAND HOTEL-ENTRANCE-MOMENTS LATER
A bell man with a luggage cart is visible through the lobby doors. Joan exits and walks to the curb for a cab--a beautiful young woman, alone, holding a bird cage. Roger exits the doors of the hotel, without looking at her, he lights a cigarette and heads to the opposite side of the awning. His arm goes in the air. They wait for their cabs without looking at each other. The music fades out. We hear the traffic of the city. Very slowly, we, FADEOUT.
END OF SHOW




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