One of the Best 'Mad Men' Episodes is All About the Women

Season 5's "The Other Woman" offers a pivotal moment of character development for Joan, one that's deeply rooted in the gender dynamics of the era.

Mad Men The Other Woman
AMC Networks

This essay is part of our series Episodes, a bi-weekly column in which senior contributor Valerie Ettenhofer digs into the singular chapters of television that make the medium great. This entry revisits “The Other Woman,” a Mad Men Season 5 episode in which Joan faces an impossible choice.


Mad Men, despite its title, has always been anchored by its women. There’s Betty (January Jones), whose dissatisfaction is sublimated into the confines of domesticity. There’s Peggy (Elisabeth Moss), hungry for recognition and a boys’ club type of freedom. There’s hopeful Megan (Jessica Paré), imprisoned in the glossy, simple image that Don (Jon Hamm) has created for her. There’s Sally (Kiernan Shipka), coming-of-age in a decade of painful change. And then there’s Joan.

Joan Holloway Harris, played to perfection by Christina Hendricks, seems to be everything a man would want. She’s drop-dead gorgeous, with curvy measurements that boggle the mind, and she never has so much as a painted nail out of place. She’s also incredibly competent, excellent at both her surface-level job as an ad agency office manager and her unstated job, which she describes in the first season as “something between a mother and a waitress,” with an expectation of occasional sexual harassment. Joan is, above all else, practiced and unshakeable.

Mad Men is a subtextually rich series that’s ideal for academic interpretation, so it makes sense that when I think of Joan, I can’t help but think of the 1988 essay “Foucault, Femininity and the Modernization of Patriarchal Power” by feminist scholar Sandra Bartky. The author compares the patriarchy’s influence to philosopher Jeremy Bentham’s idea of a prison system called the Panopticon, in which fearful inmates are well-behaved because they always think they’re being watched. Bartky says: “The woman who checks her make-up half a dozen times a day to see if her foundation has caked or her mascara run, who worries that the wind or rain may spoil her hairdo…has become, just as surely as an inmate of the Panopticon, a self-policing subject, self committed to a relentless self-surveillance.”

Joan endures much of the personal prison of 1960s womanhood with a tight but convincing smile on her face. Every choice she makes — especially early in the series — is an attempt to meet the paradoxical standards of what the men of the world want. And her social confines are never more poignantly rendered and subverted than in the Emmy-nominated Mad Men Season 5 episode “The Other Woman.”

As the episode opens, the Sterling Cooper Draper Pryce team is working on their pitch for the Jaguar account. Landing the car brand would be huge for the burgeoning business. The ad copy guys are stumped, stuck trying to figure out how to evoke the idea of a mistress with their presentation without actually saying the word “mistress.” As with the series’ best ad-related plots, the Jaguar pitch parallels the main characters’ episode trajectory, resulting in a climax that intertwines the personal and professional to profound effect.

Early on in “The Other Woman,” Pete (Vincent Kartheiser) and Ken (Aaron Staton) go to dinner with Jaguar’s Herb Rennet (Gary Basaraba). He’s an off-putting bigwig who tells them that he’s hard to please and needs whoever lands his account to go the extra mile. His intentions soon become clear; Herb won’t give SCDP the Jaguar account unless Joan has sex with him. “She’s one of these free spirits, open to ideas?” he asks. Actually, Joan isn’t. Despite her romantic entanglement with Roger Sterling (John Slattery), she’s mostly been a traditionalist up until this point, sticking with her awful husband despite his violence against her and scoffing at Peggy’s public attempts to nudge up against prescribed gender roles.

Still, morally flexible Pete isn’t about to let the Jaguar account get away. He approaches Joan in her office, putting the onus of the decision on her while framing the conversation like an apology. This exchange, like most in the episode, is spoken in a sort of coded language, moral depravity polished up with a thin coat of decency. Episode writers Semi Chellas and Matthew Weiner craft a fitting strain of dialogue for an episode that centers Joan, a character who measures nearly every word she speaks.

Line for line, “The Other Woman” is as well-written as any other across Mad Men’s seven seasons, with exchanges that appear cool on the surface but are built to elicit audience gasps, cheers, or tears. One of the first great bits comes up when Pete compares Joan’s potential dip into prostitution to Cleopatra’s rise to power. “She was a queen,” he says. “What would it take to make you a queen?” “I don’t think you could afford it,” she snaps back.

Pete takes Joan’s words about the right price rather seriously, telling the partners that she could be bought for the right offer. Each man’s reaction is telling. Mild-mannered Lane Pryce (Jared Harris), who harbors feelings for Joan, is appalled but unwilling to make waves. After the men’s meeting, he goes to Joan and discreetly advises her to ask for a permanent partnership rather than the partners’ proposed one-time payment of $50,000.

Unflappable, Joan doesn’t bat an eye when Lane reveals the high number to her, though she later notes that it’s four times her annual salary. In the context of the season, “The Other Woman” is part of an emotional one-two punch with “Commissions and Fees,” as the next episode ends with Lane’s finance-related suicide. The exchange between the two here is especially meaningful when you realize it’s one of the last times they ever talk to one another.

“The Other Woman” isn’t about whether or not Joan sleeps with Herb, though she ultimately does. It’s about the commodification of women, the sneaky hypocrisy of misogyny, and the varied ways in which women cope with that ever-present prison guard that is the male gaze. It’s about a woman whose learned wariness is as practiced as her perfect posture, a woman who is repaid for her relentless commitment to feminine composure by being valued in the same bracket as an impractical sports car.

Despite the solemnity at its core, the whole episode is brimming with dynamic tension and unpredictability. Thus, the scene in which Joan chooses to meet Herb feels like a punch to the gut. It’s not that Joan should be judged for her choice; sex work itself isn’t shameful, although in this setting it was certainly taboo. No, the emotions come from a deeper place here, one that involves Joan’s carefully cultivated self-image. The scene is cleverly crosscut with Don’s pitch to Jaguar the next day, in which he describes the perfect woman as unattainable, “beyond our reach and a little out of our control.”

In the next moment, Herb, with his slicked-back hair and deep-necked robe, crassly demands to see Joan’s breasts. She is under his control, no longer unattainable but now a thing that can be bought. It’s almost as if we can read Joan’s thoughts at this moment. It doesn’t matter how hard you work to maintain an image, the scene communicates; these men will always see you the way they want to. Clever, strong, fierce, loyal Joan is temporarily reduced to some soft body parts.

Don is the only person at SCDP who tries to play hero and stop the arrangement. After he hears about Herb’s proposition, he scraps the mistress pitch idea, angrily calling it “vulgar.” When he later gets word that Joan is considering the offer, he rushes out of the office and to her apartment. But we’re shown via a series of trickily time-scrambled scenes that he arrived too late. He finds Joan in her bathrobe and tells her that Jaguar isn’t worth it.

She blinks once, closing her eyes for a moment, and that careful batting of her eyelashes is the most emotion she allows herself throughout the episode. If she’d known that Don wanted better for her, maybe she wouldn’t have gone through with it. “You’re a good one, aren’t you?” she says and touches his face sweetly. She lets him leave believing that her honor is intact, while in fact, she’s already home from her visit to Herb’s hotel room.

Don’s urgent crusade to stop Joan is a gesture that would be nobler if he didn’t also attempt to control Peggy and Megan earlier in the episode, angrily throwing a handful of money at the first and demanding that the other give up a job that would require her to travel. His hypocrisy contrasts sharply with the gentleness that we see at that moment with Joan, and he quickly and cynically abandons his role as the protector the next day when Joan walks into a partner’s meeting, making her decision the night before clear once and for all.

By this point, the series has carefully unraveled Don’s psychology, so it’s easy to see that he’s not so much a true ally to Joan as he is a man with a perpetual soft spot for mothers and prostitutes. Hamm’s performance conveys these emotional contradictions with fantastic nuance, evoking deep feelings with a single sidelong glance.

In “The Other Woman,” two of Mad Men’s central female characters — Megan and Joan — grow jaded through their experiences with men, while a third, Peggy, begins successfully navigating the men’s’ world in contrast. A scene in which she meets Ted Chaough and accepts a deal to leave SCDP crackles with live-wire energy. When she writes a proposed salary number on a piece of paper without hesitation, Ted assumes a man taught her that trick.

Later, she momentarily balks at the idea of telling Don she’s quitting when he asks her to drink with him, a gesture of approval that she’s always sought from him as a mentor. When she finally goes, she offers him a handshake, but instead, he softly kisses her hand. That moment alone warrants an essay all its own, but in the simplest sense, it’s a reminder that she’s a woman, and he’s a man, and that he more than anyone else realizes how much she’s given up — namely, a secret child — to get to this point.

By the episode’s end, Peggy has a new job, Joan has a partnership position, and Megan has Don’s support in her career path. They’ve moved up in the world, so why do we feel like crying? Perhaps it all goes back to Jaguar. The tagline Don finally goes with is a great one: “At last, something beautiful you can truly own.” It’s obviously targeted at men alone. The women of Mad Men will always be entrenched in the quicksand of patriarchy no matter how far up the social ladder they climb. In the eyes of almost every man they meet, they’re little more than beautiful things.

Val is a San Francisco Bay Area freelance writer, TV lover, and cheese plate enthusiast. You can find her @aandeandval wherever social media accounts are sold.