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The Other Woman
Season 5 Episode 11
Air date 27 May 2012
Written by Semi Chellas
Matthew Weiner
Directed by Phil Abraham

Christmas Waltz
Commissions and Fees


Don’s challenged by a pitch and Peggy contemplates a trip during January of 1967.


The SCDP creative team, discuss taglines for an upcoming Jaguar pitch. Stan suggests the use of the word "mistress" but Don reminds him that, the client would not want to hear that word in an advertisement and excuses himself. Peggy asks Don's approval of one of her projects, but he tells her that she is in charge until Jaguar is done. She watches as a lobster lunch is delivered to the Jaguar team.

Ken and Pete dine with Herb Rennet, head of the Dealers Association and a member of Jaguar's selection committee. Herb suggests SCDP’s competitive standing might be improved if they arrange an evening for him with Joan. Pete tells Joan about Herb's proposal. Shocked, she asks how Pete would feel if someone asked that of his wife, Trudy. He asks Joan how much it would take to convince her. She replies that he "couldn't afford it".

Subbing in for Ginsberg while he works on Jaguar, Peggy attends a conference call with Chevalier Blanc. The

company wants to pull the Hard Day's Night ad but she spontaneously comes up with changing the existing ad to targeting women instead and wins the client over.

SCDP Partners discuss Herb's indecent proposal, In The Other Woman.

Pete presents Herb's proposal at a partners meeting, guaranteeing SCDP will lose the account if they do not comply. Don spurns the idea and leaves, but the remaining partners reluctantly agree to offer Joan $50,000. They decide to withhold Christmas bonuses and extend their credit line to cover the cost, not knowing that Lane has secretly already extended their credit line to fund his personal tax bill.

Don instructs the Jaguar team to ditch the mistress concept because it is vulgar. Later, Harry praises Peggy's work on Chevalier Blanc. She tells Don the client ultimately went with the same ad as before, only in Paris. Don says Ginsberg will take over once Jaguar is finished, prompting Peggy to reply that she is not in charge of everything. Don throws money at her and tells her to go to Paris. Ken tries to comfort her, saying that Don is just upset about Jaguar, to which she replies that she does not care.

SCDP arrives at Jaguar to make their pitch, in The Other Woman.

Lane advises Joan to demand a 5% partnership stake in the company, adding that, when he thought he was essential to the future of the firm, he settled for much less than necessary. Joan later tells Pete she wants a partnership, comprising 5% of the business, for her night with Herb. Pete asks how to make the arrangements, to which she asks if she has to do it all. Pete later tells Don about the arrangement with Joan. Don visits Joan's apartment to dissuade her. She thanks him and wishes him luck on the presentation, but has already joined Herb in a hotel room for sex. Pete tells Trudy he wants an apartment in the city, but she refuses, telling him that his love affair with Manhattan is over and that they have not even been trying for a second child.

The next day, Megan tells Don that her audition gained her a callback for Little Murders and rehearsals begin shortly in Boston. He voices his displeasure at her being gone for three months. She accuses him of expecting her acting career to fail. When the callback does not go well, she tells him that, if she has to choose between him and the play, she would choose him, but will hate him for it. He assures her that he does not want her to fail, and they kiss.

Don's realization as he and Joan lock eyes. In The Other Woman.

Don making his pitch to Jaguar, in The other Woman.

Joan and Herb, during an indecent proposal. Episode The Other Woman.

Don pleads with Peggy to stay at SCDP. Episode The Other Woman.

Ginsberg approaches Don with a new Jaguar concept, portraying the car as an unattainable woman: "Jaguar: At last, something beautiful you can truly own." Don smiles. Over lunch with Freddy Rumsen, Peggy gripes about her exclusion from Jaguar. Freddy suggests she leave SCDP and offers to help. The next day, Don presents the pitch to Jaguar. Herb smiles as Don unveils the tagline. Joan inquires of Don about the presentation.

Peggy meets Ted Chaough from Cutler Gleason and Chaough to discuss job opportunities and he praises her work. She writes her job requirements, "Copy Chief $18,000/year", on a piece of paper and slides it across the table to him. Chaough crosses out 18,000 dollars and writes 19,000 dollars.

In Roger's office, Don locks eyes with Joan when she joins the partners gathered as Roger receives the congratulatory confirmation call from Jaguar. The office erupts in celebration. In Don's office, Peggy informs him she has accepted a job with CGC. He thinks she is asking for a raise and attempts to negotiate salary, but she tells him it is not about money. She holds back tears as he kisses her hand. She walks out of the office and smiles as she waits for an elevator.


  • Of the four agencies mentioned in the previous episode by Pete, who believed SCDP was competing against them, only D'Arcy Masius Benton & Bowles is named again, as an agency who has received a definitive "no" call from Jaguar. Dancer is also named then, although it was never mentioned before, but it receives another brief reference in the next episode when Don meets one of its executives.
  • We learn from Joan 10% finder's fee that Jaguar is a 500,000 dollars per year in commission account.
  • The Jaguar corporate offices were located at 32 East 57th Street and Madison. Ken also mentions they had a dealership on the ground floor.


Main Star

Guest Star



Don: "I'm sorry if this is a bad time."
Joan: "Well, I was just stepping into the shower but, how can I help you?"
Don: "I wanted to tell you, its not worth it. And if we don't get Jaguar, so what? Who wants to be in business with people like that?"
Joan: "I was told, everyone was on board."
Don: "I said 'no' and they voted when I left the room."
Joan: "You're a good one, aren't you?"
Don: "So you understand what I'm saying?"
Joan: "Yes, I do. I'm alright, and thank you."
Don: "So you have a nice night and I'm going to go prepare. Say goodnight to your friend?"
Joan: "And good luck tomorrow."

Don: "You must get tired of hearing what a beautiful thing, this car is. But I've met a lot of beautiful women in my life and, despite their protestations, they never tire of hearing it. But when deep beauty is encountered, it arouses deep emotions; because it creates desire. Because it is by nature unattainable."

Herb: "You look radiant Joan. May I call you Joan? I'm Herb, by the way."
Joan: "Well I should hope so."

Don: "We're taught to think, fuction was all that matters. But we have this natural longing for this other thing."

Herb: "Oh, I got you a little something. I thought a women with your complexion would look good in emerald."

Don: When I was driving the E-Type, I passed a ten year old boy in the back window of a station wagon, and I watched his eyes follow. He had just seen something he would want for the rest of his life."

Joan: "Those are two different stories."

Don: "He had just seen that unattainable object speed by, just out of reach. Because they do that don't they? Beautiful things? "

Herb: "Now, I don't know how much longer I can restrain myself. Let me see 'em."

Don: "Then I thought about a men with sun beams reading Playboy or Esquire and flipping passed the flesh, to the shiny painted curves of this car. There's no effort to stop his eye. The difference is, he can have a Jaguar."

Herb: "Well, thank you for a wonderful time, you're a hell of a gal."

Herb: "I feel like my tent is graced with Helen of Troy."

Don: "Oh, this car. This thing. Gentleman, what price would we pay? What behaviour would we forgive? If they weren't pretty? If they weren't tempermental? If they weren't beyond our reach, out of our control; would we love them like we do? Jaguar. At last. Something beautiful, you can truly own."

Peggy: "I have to talk about something serious."
Don: "I can't put a girl on Jaguar. These car guys, I just can't. But you know."
Peggy: "Its not that."
Don: "Is this about Joan being Partner?"
Peggy: "What?"
Don: "The circumstances, she's with us thirteen years."
Peggy: "I want you to know that, the day you saw something in me; my whole life changed. And since then, it's been my privillage to not only be at your side but, to be treated like a protege and for you to be my mentor, my champion."
Don: "But"
Peggy: "But, I think I've reached a point, where it's time for me to have a new experience."
Don: "Really?"
Peggy: "I'm giving my notice, I've accepted another offer."
Don: "Are you done?"
Peggy: "I'm giving the customary two weeks, my last day will be the 3rd, and don't think."
Don: "Wait, hold on. It's been crazy round here and I know I've been taking you for granted and frankly, I'm impressed - you finally picked the right moment to ask for a raise."
Peggy: "It's time for me to move on."
Don: "Come on."
Peggy: "I'm serious."
Don: "You're serious?"
Peggy: "It wasn't easy."
Don: "Oh, I'm sure it wasn't. So where you going?"
Peggy: "Cutler, Gleason and Chaough."
Don: "Perfect, ok. Lets pretend that I'm not responsible for every good thing to happen to you, and you tell me the number or make one up and I'll beat it."
Peggy: "There's no number."
Don: "There's no number? How long do you wanna play this out?"
Peggy: "I'm sorry, but you know this is what you would do."
Don: "You don't need to wait until the third, I've got a room full of freelancers out there, I'll get by,"
Peggy: "I understand."

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" •
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