Mad Men Wiki
Season 1 Episode 06
Air date 23 August 2007
Written by Andre Jacquemetton
Maria Jacquemetton
Directed by Andrew Bernstein

Red in the Face


A taboo office romance is revealed. At a brainstorming session, Peggy proves to be more than a secretary, opening up new opportunities for her at Sterling Cooper. Meanwhile, Rachel faces her conflicting feelings for Don after he seeks out her advice on a new campaign.


It's Mother's Day morning; Don Draper puts together a breakfast tray, grabs the paper, and heads upstairs. His foot lands squarely on a Whee-lo toy and he, along with the tray, crash to the ground. Staring at the dining room, Don flashes back to his childhood.

Abigail mack dick adam babylon

Flashback: Adam is born. Babylon.

Don babylon

Don preparing breakfast, in Babylon.



His mother Abigail Whitman has just given birth to his half-brother Adam Whitman. A man, later revealed to be Uncle Mack Johnson, tells him to come see his brother. Reluctantly, Don inspects the new addition to his family. In the present, Betty Hofstadt and the children rush down to help Don up, breaking him out of his daze.

Don betty babylon

"I want you, so much." - Babylon.

That night, the Don and Betty chat about Joan Crawford. Betty comments that Joan's eyebrows "unnerved her." Betty thinks that her mother aged much better than Crawford, and starts to reminisce how even at an older age, her mother remained handsome, cheerful and vivacious right up to her end. However, Don is not happy with her dour mood, and wishes she wouldn't be so melancholy. She claims that it is part of the mourning process suggested by Arnold Wayne. As they are about to make love, she tears up. "I want you so badly, it scares me," she confesses. She makes a speech how no matter what she encounters during the day, its a "fog" because Don is all she thinks about, Don reassures her that she does in fact "have him," and they make love.

Israel meeting babylon

Israeli Tourism Bureau becomes a prospective client. Babylon.

At Sterling Cooper Advertising Agency, Don meets with Nick Rodis and two men from the Israeli Tourism Bureau, Lily Meyer, and Yoram Ben Shulhai. Nick, from Olympic Cruise Lines, wants Israel to become a tourist destination. Impressed with the previous work Sterling Cooper turned for Rio De Janeiro, they want Israel to be conveyed as "glamorous". Lily begins to cite that she wants America and Israel to unite, as she hands the book "Exodus" by Leon Uris to Don. And when describing the idealistic tourist for Israel, Lily's aim is to reach out to the higher class demographic, namely people like Don and Roger.

Babylon roger mona margaret

"I like your hair Daddy, it makes you look old." - Babylon.

Roger Sterling's wife and 16-year-old daughter Margaret Sterling show up at his office waiting for him at his secretary Ginger's desk. Margaret is planning on getting a haircut and although Mona is optimistic about the trip, Margaret is cynical. Ginger isn't much help, saying; "I cut my own hair." Joan Holloway and Don stop to greet Margaret and Mona. Margaret flirtatiously greets Don while Mona compliments them on being a "handsome couple." Joan expresses that she "doesn't go for handsome" and offers to set up the appointment for the mother and daughter over lunch.

Joan and roger babylon

Joan and Roger do lunch, in Babylon.

Later, in a hotel room, Roger lays on the bed in boxer shorts and stocking feet complaining about how his daughter has no motivation and has only dated two boys, one of whom committed suicide and the other of whom "joined the service." Joan comes out of the bathroom in only a slip. As she puts on her dress, she says he's too hard on his daughter, as Roger zips her up. He changes the subject and tells her how happy he is that he met her and that at one point he was considering leaving his wife and wishes he could have her all to himself. He suggests that she buy her own apartment, but Joan is apprehensive about the idea. "I think it would be half as much fun alone." She cites the good times she and Carol, her best friend since college, have, "going out, having male friends over," much to Roger's dismay. Joan suggests that they just enjoy where their relationship is now, because the reality is that Joan is on the look-out for a more "permanent situation" and Roger will eventually find a "new model."

Babylon hebrew magazine cover

"The Jews there, don't look like the Jews here." - Babylon.

At the office, Don, Paul Kinsey, Salvatore Romano, and Pete Campbell work on trying to figure out a way to make Israel exciting for tourists to visit including exploiting the aspect of adventure, due to Israel's dangerous reputation, and marking Israel as "the promised land." They read through stacks of research, the novel Exodus and the Old Testament. Don makes it clear he does not want religion to play part in the campaign, also commenting "so, we've got a quasi-communist country where women have guns and it's full of Jews." Sal replies that people from Israel are astoundingly good-looking. Later, Don calls Rachel Menken and asks to meet for a drink, for business, rather desperately. She insists they meet for lunch the following day at the tearoom at The Pierre.

Betty and don in babylon

Betty tells Don, the first boy she ever kissed, was Jewish. Episode: Babylon.

At home, Don is reading "Exodus". Betty notices and confides that the first boy she ever kissed was Jewish and that a girl in her class was friends with a Jewish girl, who in turn invited Betty to a mixer at her synagogue. She reveals that a boy named David Rosenberg danced with her all evening, and although he was a good-looking boy, there was a part of him that was "gloomy." She adds that the next day on the school bus, a girl named Beth told everyone that Betty and David had been "necking" and while the girls disapproved, they were "all blondes the next summer."

Sal freddy in babylon

Sal and Freddy, Babylon.

The next morning, Ken Cosgrove and Sal poke into the office of Freddy Rumsen, a life-long mid-level copywriter. He'd been clipping ads of Belle Jolie, a lipstick company, but is ready to give up on the account. He notices that although they have many different lipsticks, the sales are abysmal. Wondering how they are going to turn the campaign around, Freddy suggests they "throw it to the chickens," meaning the secretarial pool.

Brainstorming in babylon

The execs enjoy the show. Babylon.

Moments later in the research room, Greta Guttman herds a line of eager and curious secretaries to test out the lipsticks. On the other side of the two-way mirror, the men enjoy the show, perhaps a little too much. Sal makes fun of the girls' tastes, as Ken compares the one-way glass to x-ray specs. As the girls apply different shades and answer questions, the execs gawk. Dr. Guttman asks a series of questions including how many lipsticks each secretary owns and whether they change their lipsticks with the seasons. Joan taunts her while observing from behind, as Guttman asks her to "curb [her] editorial comments."

Peggy brainstorming babylon

Peggy observes the other secretaries. Babylon.

Joan titilates babylon

Joan titillates the men behind the 2 way mirror with her butt during the brainstorming session in Babylon.

In an attempt of slight titillation, Joan bends over the table to put out a cigarette, knowing full-well the men of the office are behind the 2-way mirror, including Roger. The execs salute Joan Holloway's physique and butt as Roger recognizes the libidinous transgression. Paul notices that Peggy is not participating in the session while quite possibly offending her at the same time: "what's wrong with mouse-ears over there?" Peggy observes the other woman having a ball trying out different shades. 

Rachel and don do lunch in babylon

Rachel is further infatuated by Don in Babylon.

Meanwhile, Don's at a luncheonette with Rachel, and he needs her advice on his Israeli Tourism client. "I'm the only Jew you know in New York City?" she says. Flattering her, he says she is his "favorite." When he doesn't relent, she explains that Jews have been living in exile for a long time, first in Babylon and then all over the world. "We've managed to make a go of it," she continues. "It might have something to do with the fact that we thrive at doing business with people who hate us." Don defends this accusation by saying that he, himself, doesn't hate her, to which she replies that "individuals are wonderful." And although she doesn't consider herself an "expert" on Israel itself, because she isn't really "that Jewish" and she is an American leading an American life, she feels that Israel is more of an idea than a place itself. Don calls it a "utopia" as he takes her hand. Fighting the attraction between the two of them, Rachel says her goodbyes as she leaves for the office.

Peggy babylon

"Here's your basket of kisses." - Babylon.

Wrapping up the brainstorming session, Joan dismisses the girls as she and Peggy begin to put each tissue in a basket. Peggy hands over the basket to Freddy, commenting, "here's your basket of kisses". Impressed, Freddy asks her where she had heard the saying before and asks why she didn't participate like the other women did. Peggy is puzzled by his amazement, although she comments that she is very particular about what lipsticks she owns, and doesn't feel like women "want to be one-of-many in a box." Overhearing the transgression and thinking Peggy is kicking up a fuss, Joan also dismisses Peggy while dumping more tissues in the basket and comments rather hastily to Freddy, "I bet you wish you could pour that in a glass and drink it."

Don freddy babylon

Freddy makes a discovery. Babylon.

Don, still wrapped up in the Israel campaign, is about to leave the office, until he gets a visit from Salvatore and Freddy, who explain that while at the lipstick brainstorming session Peggy made quite a revelation. She called a trash can full of blotted tissues a "basket of kisses". Freddy views Peggy's actions as "watching a dog play the piano".

Roger and joan in babylon

Joan and Roger during their rendez-vous in Babylon.

Barbara babylon

"We can marry for love."

When Rachel Menken returns to her office, she calls her older sister Barbara Katz to tell her she met someone; someone their father would hate, although the man she has fell for has "certain limitations." Barbara reinforces the notion that it's 1960 and people marry for love as opposed to for tradition, saying that they no longer live in a "shtetl." She tells her that although the relationship may not have a future, whats the harm in a little romance and encourages her to stop having a cynical outlook on her attraction to Don.

Joan peggy babylon

"The medium is the message." - Babylon.

While Joan delivers more files to Peggy, she shares the news that both Don and Freddy have come to agree that Peggy should come up with copy for Belle-Jolie lipsticks. Excited about the prospect Peggy asks whether there are any perks that come with her new-found responsibility. Joan comments she won't get a raise, but will however be entitled to some "dinner-money." Before Joan can walk away Peggy asks whether she should go thank Freddy in person. Joan discourages that idea, saying "the medium is the message."

Don midge roy babylon

"I'll wear a skirt, and nothing else." - Babylon.

Across town at Midge Daniels's apartment, she and Don engage in a tryst before they are interrupted by a knock on the door. It's Roy Hazelitt. He invites Midge to the Gaslight Cafe, a beatnik entertainment hot-spot to watch a friend named Ian perform. While taunting Don, "that is if Dad will let you out." Midge agrees to go and persuades Don to do the same by titillating him, "I'll wear a skirt and nothing else."

Joan and roger make plans in babylon

Roger and Joan make after-work plans, in Babylon.

Elsewhere, at a hotel, Roger waits patiently as Joan arrives late to another rendezvous. Joan explains that a media buyer ambushed her in the elevator with tickets to the ballet and he insists they share a cab across town. As Roger embraces her Joan notices a bird tweeting. Roger gives Joan a fluttering tiger finch in an ornate birdcage in a flirty attempt to keep her occupied without other men, "I just hate the thought of having to share you."

Don beatniks babylon

Don spends the evening with the beatniks, in Babylon.

As both Joan and Roger fall onto the bed Roger begins to describe an upcoming weekend away with Mona and his in-laws in Old Saybrooke. Before Roger can resume, Joan stops him and looks at the birdcage. Roger apologizes and covers the birdcage, before they resume making love. 

When they arrive at the Greenwich Village bar, a man is onstage reading the newspaper as performance art, grabbing little attention. Roy grabs a table and takes the spot next to Midge. Don looks on as they discuss his anti-establishment plans to create a cooperative theatre/theater. When Roy finds out Don's in advertising, he asks how he sleeps at night. "On a bed made of money," Don replies. Getting increasingly frustrated by the level of Roy's leftist politics Don is about to excuse himself before Midge stops him, saying that it is Ian's turn to perform.

Babylon joan and roger

Joan and Roger wait for taxis, Babylon.

When Ian takes the stage, cradling a mandolin, he sings "By the Waters of Babylon". As the song plays a montage is shown of the various characters affected within the episode, including Betty playing dress up with Sally and Rachel conflicted over her feelings for Don. The episode eventually ends with Joan and Roger getting dressed in the hotel room after their rendezvous. After Roger zips Joan's dress, she takes the birdcage and leaves the hotel first and stands on one end of the road. Roger leaves shortly after, standing on the same side of the road but further away as they both wait for a taxi. 


  • Matthew Weiner wanted the orange juice in the opening scene to “plop” so that it would be period-appropriate; The orange juice would’ve been frozen in the 1960s.
  • The writers debated cutting down the scene of Don and Betty in bed before making the decision to keep the scene as it was.
  • According to the season 1 commentary track, Joan wears the red dress during the lipstick brainstorming session because she’s supposed to look like a tube of lipstick.
  • The lipstick brainstorming scene took multiple days to shoot. Christina Hendricks pretended to be a cheerleader to hype up the actors after multiple takes.
  • Michael Gladis, the actor who plays Paul, would jokingly make crude remarks while Christina Hendricks was shooting her seductive scene during the brainstorming session.
  • There was no baby in the scene with Rachel’s sister. The cries were added in post-production.
  • The production crew scouted about 20 locations for the beatnik club. The scene was eventually shot in a warehouse with the set built.
  • David Carbonara, the music composer for the show, is the middle band member in the band playing “Babylon” at the end of the episode.


Main Star[]

Guest Star[]



Betty: "It’s all I think about, everyday. Your car, coming down the drive way, I put the kids to bed early. I make a grocery list, I make butterscotch pudding; I never let my hands idol, brushing my hair, drinking my milk. And it’s still a fog because I can’t stop thinking about this. I want you, so badly."
Don: "You have me. You do."
--Betty and Don share a candid moment on Mother's Day, Babylon.

Roger: "I'd like to get you a little fourth-floor-walk-up somewhere, with no windows, no doors and lock you up for a week."
Joan: "That's tempting, but I like hotels. You leave with what you came in with and little soaps, I love those."
Roger: "I wish I new what you wanted Joanie."
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 and I have friends over."
Roger: "Male friends."
Joan: "Yes."
Roger: "I don't want to hear this."
Joan: "Carol and I have this nice, little rotation."
Roger: "Carol the disaster."
Joan: "I've know Carol since college and she's been a good friend, And she's bright and she's neat."
Roger: "So you'll think you'll be lonely?"
Joan: "I think it would be half as much fun, alone."
Roger: "You could get a bird, they're fairly neat for animals."
Joan: "Roger, if you had it your way. I'd stranded in some paper-way with my legs stuck in the air."
Roger: "Wait, you think you're just going to paint that picture and go?"
--Roger and Joan rendez-vous during lunch.

Ken: "I'd like to stand and salute that."
-- The man salute to Joan Holloway's physique and butt, in Babylon.

Don: "Utopia."
Rachel: "Maybe. They taught us at Barnard about that word. Utopia. The greeks had two meanings for it: 'eu-topos,' meaning 'the good place' and 'ou-topos,' meaning 'the place that cannot be.'"
-- A discussion between Don and Rachel.

Seasons of Mad Men
Season 1 • "Smoke Gets in Your Eyes" • "Ladies Room" • "Marriage of Figaro" • "New Amsterdam" • "5G" • "Babylon" • "Red in the Face" • "The Hobo Code" • "Shoot" • "Long Weekend" • "Indian Summer" • "Nixon vs. Kennedy" • "The Wheel" •
Season 2 • "For Those Who Think Young" • "Flight 1" • "The Benefactor" • "Three Sundays" • "The New Girl" • "Maidenform" • "The Gold Violin" • "A Night to Remember" • "Six Month Leave" • "The Inheritance" • "The Jet Set" • "The Mountain King" • "Meditations in an Emergency" •
Season 3 • "Out of Town" • "Love Among the Ruins" • "My Old Kentucky Home" • "The Arrangements" • "The Fog" • "Guy Walks Into an Advertising Agency" • "Seven Twenty Three" • "Souvenir" • "Wee Small Hours" • "The Color Blue" • "The Gypsy and the Hobo" • "The Grown-Ups" • "Shut the Door. Have a Seat" •
Season 4 • "Public Relations" • "Christmas Comes But Once a Year" • "The Good News" • "The Rejected" • "The Chrysanthemum and the Sword" • "Waldorf Stories" • "The Suitcase" • "The Summer Man" • "The Beautiful Girls" • "Hands and Knees" • "Chinese Wall" • "Blowing Smoke" • "Tomorrowland" •
Season 5 • "A Little Kiss, Part 1" • "A Little Kiss, Part 2" • "Tea Leaves" • "Mystery Date" • "Signal 30" • "Far Away Places" • "At the Codfish Ball" • "Lady Lazarus" • "Dark Shadows" • "Christmas Waltz" • "The Other Woman" • "Commissions and Fees" • "The Phantom" •
Season 6 • "The Doorway, Part 1" • "The Doorway, Part 2" • "The Collaborators" • "To Have and To Hold" • "The Flood" • "For Immediate Release" • "Man With a Plan" • "The Crash" • "The Better Half" • "A Tale of Two Cities" • "Favors" • "The Quality of Mercy" • "In Care Of" •
Season 7 • "Time Zones" • "A Day's Work" • "Field Trip" • "The Monolith" • "The Runaways" • "The Strategy" • "Waterloo" • "Severance" • "New Business" • "The Forecast" • "Time & Life" • "Lost Horizon" • "The Milk and Honey Route" • "Person to Person" •