Joan and Peggy. These two have been the subject of much contrasting over five seasons of Mad Men, and this week’s episode, titled The Other Woman, casts their differences in the sharpest relief yet. That title – The Other Woman – refers to a mistress, which is what Don and his creative team think of Jaguar. As he explains it to Megan, “The Jaguar is beautiful but unreliable. It comes with a toolkit the size of a typewriter. You have to have another car to go places.

What we’re saying is it’s your gorgeous mistress.” Megan is not impressed. “So, a wife is like a Buick in the garage?” “We’re trying to make a weakness into a strength. We’re selling to men,” Don explains. “No, I get it. Doesn’t being a mistress make the car immoral?” Megan asks. “The word ‘mistress’ won’t be in the ad,” Don says. To Don, this is simply a metaphor, but for Megan, it’s a reminder of Don’s past and stirs her insecurities.

The episode gives us other mistresses, second-place women looking to make it in a man’s world and are thus turning the weakness of femininity into a strength. We’re talking about Joan and Peggy, the wildly diverging paths each takes to a better position, and what they’re willing to trade to get there. And though each can leverage herself to a new plateau, in the end, one will feel like a trap, while the other, though terrifyingly unknown, will feel like flying.

And in the middle of this is Don Draper, whose great victory will be tinged with bitterness and loss. The episode opens with Don, Stan, Ginsberg, and some freelancers huddled up in the conference room, struggling to develop a big idea for the Jaguar campaign. They’ve decorated one room wall with photos and icons designed to inspire. But it’s not working.

Peggy catches Don in the hallway and asks him to approve some copy for Secor Laxatives, but he’s in a rotten mood and brushes her off, telling her she’s in charge of everything other than Jaguar and to make a decision. It’s a great vote of confidence, but in life, it’s not so much the message but how it’s delivered that counts. As this exchange is wrapping, Joan shows up with a fancy lunch – lobster – that is wheeled into the conference room courtesy of Roger Sterling. The men applaud as the covers are removed from the trays. Peggy watches this from the other side of the glass wall that separates her from the big-time action.

While Don and the creatives tackle the look and feel of the campaign, Pete and Ken work on the politics of the movement, securing it against some formidable competition. This includes winning and dining guys like Herb Rennet (Gary Basaraba), the Jaguar dealer’s association. Herb plays his cards close to his chest until the end of the meal when Pete assures him that SCDP will do whatever it takes to make him happy. Seeing his opportunity, Herb tells them that one thing will certainly help them win his vote – a night with Joan Harris. A night in bed with Joan Harris. This is a new depth in a show filled with slimy guys and shady deals. Luckily, Ken Cosgrove is at the table, but Pete cuts him off just as he’s about to inform Herb that Joan is married.

Herb excuses himself for a moment, and while he’s away, Ken asks Pete why he didn’t tell Herb the truth about Joan rather than lead him on. Pete says that Herb himself is married, knows Joan is married, and doesn’t care about either. Ken is disgusted at this. “Well, we wanted to be in the car business,” he says, lighting a cigarette.

Don arrives home to learn that Megan has a big audition the next day. She’s nervous and needs support, but she shifts the attention to Don, asking him what he plans on doing. “I was just going to watch Carson and cry myself to sleep,” he says, giving her a hangdog look. She tells him not to worry, that he’ll think of something. He says she might think of something, inviting her to help. She goes along and asks for the strategy. That’s when he tells her about the Jaguar being like a beautiful, high-maintenance mistress.

These two have been tiptoeing through a minefield these last few episodes, each always on the verge of saying or doing the wrong thing to set off an argument. This time, it’s Don who gets under Megan’s skin, but rather than fight, she retreats to the living room, leaving him with Johnny Carson and his drink. Pete shows up early the next morning and corners Joan in her office. “I got bad news last night,” he tells her. “And I hoped you’d help me deliver it.” Like it was her responsibility.

Being the gossip she is, Joan is all ears, and Pete takes his time building up to the ask. “I don’t know what to do,” he says. “It turns out he wanted something we’re not prepared to give. Something very unorthodox.” “What does he want?” Joan asks. “We’re going to lose Jaguar unless an arrangement is made between you and him,” Pete says. Joan is shocked, but Pete piles insults on top of abuse. “If you can think of some way to break this to the company, I’d appreciate it.”

This launches Joan on the offensive, and she reminds Pete of her marital status and what an asshole he is. He throws up his hands, saying it’s Herb bringing this up and not him – the don’t-shoot-the-messenger defense. The scene is like a boxing match, and Pete counters Joan’s moral outrage by being the amoral pragmatist. He brings up the idea that we all make mistakes in life that don’t get us anything. They’re free. Well, this is a mistake that could help her tremendously. She could get paid for this mistake.

“You’re talking prostitution,” Joan says. “I’m talking about business at a very high level,” Pete counters, sounding like the devil himself. Pete goes for his knockout punch – the offer of power. “Do you think Cleopatra was a prostitute?” he asks. “She was a queen,” he continues. “What would it take to make you a queen?” “I don’t think you could afford it,” Joan says.

Round 1 – Joan Harris.

Next, we find Peggy and Ken in Harry’s office. They’re about to conference with Chevalier Blanc, who wants to pull their Beatles-inspired campaign. Harry asks if Peggy will pose as Ginsberg’s assistant (Ginsberg can’t be drawn away from Jaguar), but Peggy refuses, making Harry introduce her as Ginsberg’s supervisor, which he does. When they get on the call, Harry and Ken start talking, but soon, the hot potato is tossed in Peggy’s lap, and she improvises a compelling new campaign set in France with a Lady Godiva theme that the buyer from Chevalier Blanc loves.

Score one for Peggy – she maintains her dignity and saves the account in one call.

Pete gathers the partners to tell them about the dinner with Herb Rennet and his demand. At first blush, all the men are shocked by this news and make a show of being outraged. Still, after Pete does the math for them, their moral outrage elasticizes, allowing for the proper rationalizations to enable them to sleep at night.

Bert gives way. Roger says he’ll go along but won’t pay for it. Lane weakly stands, telling Pete he has some nerve. “that’s right,” Pete says. “We’ve gone too far to walk away over what?” It’s a chilling remark, but Lane folds. It comes down to Don, who is no stranger to misogyny. He’s against the proposal but for mixed reasons. He’s disgusted by the blatant filth and arrogance of the demand, but he also has his pride mixed up in his senses.

He thinks they can win despite Herb, based on the strength of his and his team’s ideas. He wants to win the business fair and square or not at all. But Pete won’t back down. Don states his position and leaves to return to his work. With Don gone, Pete does the math for the remaining partners, reminding them that they don’t need Don’s blessing to do this. “So, we’re 75% of this company. There’s no need to create a conspiracy by having a vote, right?” Like Pontius Pilate, they wash their hands of Pete while giving him their blessing to pursue Joan for the deal. One by one, they slink out of the office.

In the writer’s room, Don tells the guys to abandon the mistress concept. “It’s vulgar. We’re going back to racing heritage,” he informs them, feeling the weight of what he’s just witnessed and the sting of Megan’s judgment from before – that this is immoral. So, when Don looks like Mr. Sensitive, Harry, Ken, and Peggy walk in to tell him the good news about Chevalier Blanc. Interestingly, so much of the time, Don’s miscommunications with Peggy and even Pete come when they approach him right after some stress-inducing incident. Such is the case here.

They tell Don that Peggy has saved the day with a brilliant idea. Peggy plays the humble card, but there’s no need. Don doesn’t hear a word they say until Peggy gets snippy with him. He bursts her bubble by reminding her that it’s Ginsberg’s account, which causes her to fire back with, “I guess I’m not in charge of everything else after all,” which is a call-back to his earlier sarcasm. This causes him to explode on her in front of Harry and Ken. “You want to go to France?” he asks, yelling and pulling a wad of money from his pocket. “Here! Go to France!” he says, throwing the money in her face. It’s an excessive move, sending her out of the office, followed closely by Ken and then Harry.

But ain’t that the way life is? One minute, you’re the hero, and then you turn around, and you’re the world’s biggest asshole. And the same goes for Peggy. Ken follows her to her office, where she assures him that she’s not crying. When he tells her he didn’t think she was, she gets nasty, asking, “What? Suddenly, we’re all interested in each other’s lives?” Megan was right about them. They’re SO jaded.

Ken ignores the insult and tries to soften the blow by telling her that the Jaguar is slipping away and that Don is feeling the pinch. Peggy says she doesn’t care. Ken, who’s turned into one of the only decent men on the show, tells her he’ll get her to France; if he doesn’t, they’ll leave together. She fixes him with a condescending look. “You and your stupid pact,” she says. “Save the fiction for your stories,” Ken says nothing. He turns and leaves her there. Alone.

Lane may have given up in front of the partners, but he decides to visit Joan to give her an idea. When he brings up the demand, she is offended by the intrusion, misinterpreting his motives. Of course, his reasons are as self-serving as they are altruistic, but he shows her how to become a queen. He points out that a payoff will not do much for her or her son’s future, but if she were to push for a partnership and 5% of the company, she’d be looking out for their future for a very long time.

There’s a moment of great irony in the scene. When Joan still thinks Lane is in it only for the company, she points out that she makes around $13,000 a year. “I guess you wouldn’t even be tempted,” she tells him, not realizing that he’s been tempted and seduced by $8,000. That night, as Don and his team pull a late-night writing session, they are visited by Megan and her friend Julia, the redhead whom Megan was helping audition for Dark Shadows a couple of episodes ago.

As Megan takes Don back to his office for a little pre-audition hanky-panky to boost her confidence, Julia entertains the writers by climbing on the conference room table and crawling across it on all fours, growling and clawing at the men like a jaguar. I couldn’t help but feel that, with her red hair, and the way she was shot from behind, with her butt hanging out of her panties, she was meant to be a stand-in for Joan, that it was a commentary on her role in this ecosystem – the sex kitten.

Pete reads to his daughter at home before returning to his hi-fi system, where he listens to classical music under headphones. Trudy comes to him once their daughter is in bed, and he starts griping about how he was in a good mood when he left work, but the long trip home exhausts him. He informs her that once the Jaguar account has landed, he’ll have to get an apartment in the city, which she says not.

“It’s an epic poem to get home, and you’re dressed for bed at dinner,” he complains. She tells him that his love affair with Manhattan has to end. “How can you stand living out in this cemetery?” he asks her. “There’s not any good night noises anywhere.” She ends the argument by telling him she wants to raise her children in the fresh air.

It’s funny how he can get people to do the most immoral acts at work, but he wields none of that influence at home. Another fruitless domestic argument occurs at the Draper residence when Megan tells Don that she’s gotten a call back for Little Murders, the play she needed the confidence for. At first, Don is happy, but when he learns that Megan will be traveling to Boston for out-of-town tryouts for a few months, he tells her to forget it. This lights the fuse to a big fight that ends with her telling Don that she’s doing it anyway and storming off.

The next morning, Joan meets with Pete to discuss the arrangement. She wears a stunning brown dress with a collar done in a print – tiger or Jaguar – that provides a call-back to Megan’s friend Julia. Joan is all business with Pete. She gives him her terms, exactly as Lane advised, and when he starts to protest, she cuts him off. After a beat, he agrees. As she leaves, she pauses at the door to ask who he is. “He’s not bad,” Pete assures her. “He’s doing this,” she says, then leaves.

Later, Ginsberg interrupts Don in his office to bounce an idea off him. “I know I’m not a manager,” Ginsberg says. “But it’s hard to get things done with you in another room.” “Well, I have the opposite feeling,” Don says. “Permission to speak freely,” Ginsberg says. “What?” Don is frustrated by him, but it’s a funny scene that builds to a breakthrough.

Ginsberg can’t quit thinking about the mistress angle, and he drops a line on Don. “Jaguar, at last, something beautiful you can truly own.” Don takes a beat, closes his eyes, and sighs a sigh of relief, signifying that, at last, the words have been found on which the campaign will be built. Don’s relief is palpable. At about the same time, Peggy is having lunch with Freddie Rumsen, always a welcome sight. She vents to one who knows about the peculiarities of working for Don Draper. “I can never tell, Ballerina, if you’re ambitious or like to complain,” he tells her. She wonders why she can’t do both.

During their conversation, Freddie gives her a ton of sound advice, reminding her finally that if Don were sitting where he sits and isn’t the subject of the discussion, he’d tell her the same thing – make your move. This is hard for Peggy to digest, and as she backs away from the idea, he gets her. “You let him know you’re not some secretary from Brooklyn dying to help out.” That line seals the deal because it’s so true, at least from Peggy’s perspective. He tags the scene by reminding Peggy that she can’t get mad if he goes after the job once it’s vacant.

The night before the pitch, Pete visits Don as he’s wrapping up at the office. Pete compliments Don on the tagline. Pete, being Pete, has a hidden agenda, and we soon see what it is when he tells Don that all impediments have been removed and will all boil down to the pitch. Pete means, “Hey, Don, I’ve done the hard work; now you just go in there and say your magic words.”

This doesn’t sit well with Don, and as he leaves, he tells Pete that he doesn’t want it this way. Pete couldn’t be happier. Don races to Joan’s apartment, where her mother answers the door. After a short wait, Joan appears in an emerald green kimono. The mother disappears. “I wanted to tell you it’s not worth it,” Don says. “And if we don’t get Jaguar, so what? Who wants to be in business with people like that?” Joan seems surprised. “I was told everyone was on board,” Don explains. He said no, but they voted after he left the room. “You’re a good one, aren’t you?” she says. “So, you understand what I’m saying?” “Yes, I do,” Joan says. “I’m all right. And thank you.”

Joan sends him off as Don leaves with a tender touch to the cheek. He goes home to prepare, feeling like he’s saved Joan and preserved his chance to win fairly and squarely. The next day is the pitch, where the show hit another level, putting on par with some of the best episodes in the entire 5-season run. Don shows up at the Jaguar showroom, flanked by Roger, Pete, Ken, and the creative team, and as they stride down the middle of the museum, a competing agency walks past, going in the opposite direction. It’s like an old west showdown.

As Don gets into his pitch, he’s in old form. But there’s a twist. “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,” he says. “But when deep beauty is encountered, it arouses deep emotions because it creates a desire.”

There’s a cut to the night before as Joan shows up at Herb Rennet’s place. It turns out that she did go to him. But why?

Don continues the pitch, and as he does, Joan’s night with Herb is intercut, contrasting to the words Don uses, the mistress metaphor. Finally, as Don closes his pitch, he ends with these words. “Gentlemen, what price would we pay? What behavior would we forgive? If they weren’t pretty, if they weren’t temperamental if they weren’t beyond our reach and a little out of our control, would we love them as we do? Jaguar. At last, something wonderful you can truly own.”

And here, we get the twist. The moment of brilliance. It turns out that Don showed up at Joan’s just after she returned from Herb’s hotel. It turns out Don was too late. The pitch was a beautifully constructed scene that reminded me of the end of Godfather 1 when Michael settles the family business as he becomes godfather to his nephew. Don’s words, used to sell a car, are perverted by the offer of the man who sits in judgment of him. Don thinks nothing of the metaphor, but Megan is right – the car has become immoral because it was bought with dirty money.

Fade to Don’s triumphant return to the office. As he sees Joan, he asks if she wants to drink with the rest of the team. She declines. At Megan’s meeting with the producers and playwright (Jules Pfeiffer), she is asked to turn around in her short dress to look at her. It’s a brief moment, but one that is meant to level the playing field a little. Megan doesn’t get off unscathed, either.

Next, it’s Peggy’s turn. She’s at a diner, dressed up and waiting. After a moment, Ted Chaough (Kevin Rahm) shows up. He’s a nemesis of Don, a hated rival, and eager to win Peggy to his agency – Cutler Gleason and Chaough. Ted praises Peggy to the moon and asks her what it will take to get her away from Don. Peggy pulls out a SCDP notepad and writes “Copy Chief $18,000/year” on it. Ted takes the pad, crosses out SCDP and $18,000, writes $19,000, checks the words “Copy Chief,” and pushes the place back to Peggy. “If this is your last meeting,” he offers as his only condition. Peggy starts doing that nervous Peggy thing, where she jerks her head like a bird and says she needs a chocolate shake.