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Dark Shadows
Season 5 Episode 9
Air date 13 May 2012
Written by Erin Levy
Directed by Scott Hornbacher

Lady Lazarus
Christmas Waltz


Don becomes competitive and Roger seeks new business. Sally faces a challenge.


The episode opens with Betty watching what she eats, mirroring her struggle to lose the weight she has put on during the gap between Season 4 and Season 5.

Joan helping Don with his portfolio, in Dark Shadows.

We then cut to the office where Don is sorting out his advertising portfolio with the help of Joan. Most of the ads are Michael Ginsberg's and Stan Rizzo's work. Joan reminds Don that he has done a good job, nurturing all of SCDP's creative talent and that he should include his Why I'm Quitting Tobacco letter. Don reminds Joan business is still suffering because of it.

Roger is then seen with Bert, who has a prospective Jewish client (Manischewitz) lined up for Roger. The client requires Roger's finesse and Bert has the idea to bring Jane Siegel along to serve as a token Jew. Roger reminds Bert that he and Jane have separated.

Megan is spending time with Don's children. She is teaching Sally how to pretend to cry, while Don prepares to head into the office.

Later that night, Betty arrives at the Draper residence to pick up her children. She looks around with a curious eye, and accidentally observes Megan partially undressed; this fills her with jealousy of Megan's still-slender figure.

Don is in the office, agitated, smoking and pacing. He stumbles across a file of Michael Ginsberg's entitled "Shit I Gotta Do." He snoops around, chuckling as he thumbs through it. In many, authority figures are pelted with snowballs. We then see Don recording himself coming up with possible pitches for "Sno-Ball," finding himself rusty after going so long without writing.

Don snooping through Ginsberg's "Shit I Gotta Do" file, in Dark Shadows.

The next morning we see the creative team, pitching their best ideas. They decide to put Ginsberg's well-received idea forward, but then Don jumps in with his idea involving the devil eating a Sno-Ball: a Sno-Ball's chance in hell.

Betty is seen at Weight Watchers where she talks to the group about seeing Megan. She is proud that she refrained from stress-eating.

Megan is helping her friend Julia run lines for Julia's upcoming audition for the television show "Dark Shadows". Julia reminds Megan that while she has the luxury to sits around sits on her "throne at 73rd and Park", Julia must work to support herself while trying to find acting jobs. Megan takes offense.

Roger calls Ginsberg into his office about the Manischewitz account. He bribes Ginsberg to pass off the campaign as his own work. Ginsberg accepts the cash.

Betty wakes up to find Henry in the kitchen making a steak. He apologizes, saying that he "can't eat fish five times a week." At the dinner table, he shares his work problems with Betty who in turn reminds him that she will always be there to support him. She states that it is easy to blame one's choices on someone else when really people are in charge of their own decisions.

Betty telling Sally about Anna, in Dark Shadows.

The next morning Roger calls Jane to arrange a dinner with Manischewitz. Jane bargains with Roger; if he wants her at the dinner, he must buy her a new apartment. The one she is currently in is filled with painful memories of them as a couple. Roger agrees.

Pete, on his couch mid-morning, fantasizes about Beth Dawes.

Megan advising Don against reacting to Betty's passive-aggressiveness, in Dark Shadows.

Sorting out Bobby's school work, Betty sees a love letter written from Don to Megan. Filled with jealousy, she takes it out on Sally, who is working on a family tree for a school project. Betty tells Sally to include Don's late "first" wife Anna. Sally is taken aback by this information, and asks Betty "Who is she?" Betty answers, "Ask Megan. I don't know why she didn't tell you."

During a short meeting with creative, Account Managers Pete and Ken decide that Ginsberg's ad for Sno-Ball really captures the juvenile quality the client is after, but to be safe, they should present both ideas to the client.

Sally accuses Megan of lying to her about Anna. Megan responds to Sally's outburst, maintaining it wasn't her place to reveal who Anna was. She says Sally should have talked to her father about it.

That night, Megan mentions Sally's outburst which makes Don furious at Betty. Megan advises Don to let it pass, because Don's reaction is exactly what Betty wants. Sally overhears this.

Ginsberg tells Peggy about the work Roger has bribed him to do. Peggy is hurt by this, since she has also done secret work for Roger.

Don telling Sally about his relationship with Anna, in Dark Shadows.

Don tells Sally that his relationship with Anna was strictly platonic and that Betty only told Sally to hurt Don. The same morning, Peggy runs into Roger in the elevator, demanding to know why Ginsberg was chosen and not her. Roger tells her that in the real world, it's "every man for himself."

Don, Harry, and Ken are arriving to deliver the presentation for Sno-Ball. In a moment of insecurity. Don leaves Ginsberg's work in the cab, and pitches only his own idea. After Harry comes back from the meeting, he tells Ginsberg that the pitch went great. Ginsberg is pleased until he learns that Don left Ginsberg's idea in the cab.

Ginsberg confronts Don, in Dark Shadows.

Betty asks Sally if she had asked Megan about Anna, and in order to get back at her mother for acting so petulantly, Sally reacts as if the revelation of Anna was no deal and Megan and Don were more than open when talking about her. In anger and annoyance, Betty throws food from the table onto the floor.

After dinner with Jane, Roger asks Jane to allow him to see her new apartment. After inspecting it, claiming it has potential, in the heat of the moment, Jane and Roger have sex on the floor. The next morning, Jane appears regretful, and tells Roger he has ruined the apartment for her. Now it's just as ridden with bad memories as the last one was.

Ginsberg catches up with Don at the elevator where he confronts Don about not pitching his idea. As they argue, Ginsberg tells Don that he feels sorry for him. Don replies that he doesn't think about Ginsberg at all.

The toxic smog in Dark Shadows, is a metaphoric referral to the Betty subplot, in trying to come in between Don and Megan's relationship.

The episode ends on Thanksgiving Day, at the Francis household, Betty is seen with a small portion of food on her plate.


  • This episode takes place in November of 1966, concluding with Henry, Betty, Sally, and Bobby having Thanksgiving Dinner.
  • The smog that started enveloping NYC on that 24th of November Thanksgiving evening (through 30th of Nov.) from which Megan tries to protect her family by not letting Don opening the window, was very real, and was the worst of not only that year, but of all of NYC recorded smog history.
  • The line of the poem Michael Ginsberg recites, "Look on my works, ye Mighty, and despair!', is from Shelley's Ozymandias. Stan is right to point to him that he is wrong about the meaning of the line, since in the context of the poem it only serves to meditate on the futility of men's vanities, not to praise them.
  • The episode title is a nod to the television show "Dark Shadows", a daytime supernatural soap opera which aired on ABC from 1966-1971, while also referring to the themes of insecurity and jealousy dealt with in the episode. There is a direct reference to the show when Megan reads part of an episode script with her friend Julia, who is preparing to audition for a role. Coincidently, the "Dark Shadows" feature film starring Johnny Depp was released the same weekend the episode originally aired.


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