Mad Men (season 3)

Mad Men (season 3)

Season 3 promotional poster
Country of origin United States
No. of episodes 13
Original network AMC
Original release August 16 (2009-08-16) – November 8, 2009 (2009-11-08)

The third season of the American television drama series Mad Men premiered on August 16, 2009 and concluded on November 8, 2009. It consisted of thirteen episodes, each running approximately 47 minutes in length. AMC broadcast the third season on Sundays at 10:00 pm in the United States.

Season three takes place six months after the conclusion of the second season (roughly April/May 1963) and ends in December 1963.[1] It chronicles the end of the "Camelot era" as the characters go through immense change in their professional and personal lives.

The third season was exalted by television critics and was a major winner in many television awards. Mad Men won the Primetime Emmy Award for Outstanding Drama Series, Golden Globe Award for Best Drama Series, and acknowledgement by the American Film Institute for the third year in a row.


Main cast

Recurring cast


The season opens six months after the Cuban Missile Crisis. Don has a vision of events surrounding his own birth: he sees a midwife carry away what is apparently the latest in a series of stillbirths born to his future stepmother, Abigail; his father's encounter with a prostitute, in which she vows to "cut off [his] dick" if she becomes pregnant; her eventual death in childbirth, loudly repeating her vow all the while; and the moment he was brought to Abigail by the same woman who had carried away the dead child before. She tells Abigail Whitman the child's name is Dick, "after a wish his mother should have lived to see." Don and Sal then leave for a business trip to Baltimore, where Don cavorts with a flight attendant. Sal, meanwhile, has a homosexual encounter with their hotel's bellboy. After the fire alarm is set off, Don sees Sal with the young man. Don keeps it to himself, then pitches Sal a new advertising tagline, ostensibly for London Fog raincoats "Limit your exposure".

Pete is offered the role of Head of Accounts by Lane Pryce, a PPL executive brought in from the London office. Pete is ecstatic until he learns that he will be sharing the title and the responsibility with Ken Cosgrove. At a country club party that Roger and Jane throw, Don and Betty both connect with strangers. Don strikes up a conversation with a man who turns out to be Conrad Hilton, founder of Hilton Hotels. Betty has a friendly conversation with an affable man named Henry Francis, who works for Governor Rockefeller. Roger, meanwhile, takes issue with his daughter, Margaret, who does not want her 20-year-old stepmother, Jane, at her wedding, scheduled for November 23, 1963.

Betty's senile father Gene, who finds Don despicable and unsuitable for his daughter, comes to live with the Drapers and strikes up a warm relationship with Sally, even teaching the young girl to drive. He is frustrated, though, by Betty's lack of maturity, with her not wanting to face up to the practical details of his death. Gene soon dies, and Sally scolds her parents and Betty's relatives for not caring about his demise. Betty gives birth to a boy, named Gene after her father and over Don's strenuous objections.

Days before Joan's last day at the company, her husband returns home drunk, telling her that he was passed over for an important promotion and that he has been unofficially blacklisted by his teachers from being a professional surgeon in the state of New York due to his subpar surgical skills. She will have to keep working while he seeks expertise in another medical field. Joan tells him that she has already quit Sterling Cooper, to which he demands she get another job. Executives from Putnam, Powell, and Lowe travel from London to take a look at the Sterling Cooper officers. Ken Cosgrove rides a John Deere tractor in the office after winning them as a new client. The secretaries begin riding the mower around the office in celebration. Lois rides it and loses control, running over a PPL executive's foot. Joan quickly takes control of the situation, resulting in her spending her last day on the job in a hospital waiting room, covered with blood. Meanwhile, Lane Pryce (whose work with the agency was to be "rewarded" with another transfer, this time to India) is informed that he will keep his job in the States. Unfortunately, weeks later, he is informed that the agency will be sold again and his future is left in doubt.

Conrad Hilton starts harassing Don with late night phone calls, seeking off the books help with regard to advertising for his companies. Don finds it both flattering and overwhelming, as he struggles to create quality material for the man. When Connie learns Don is a free agent with no contract tying him to the agency, Cooper uses his knowledge of Don's assumed identity to pressure him into signing a contract so as to retain Hilton's business. Betty enlists Henry's help with a neighborhood petition, and becomes more smitten with him. She begins sending him letters and meeting with him in secret. Elsewhere, Don begins having an affair with Suzanne Farrell, Sally's teacher. During this period, Duck Phillips tempts both Pete and Peggy with business overtures to entice them to come to work with him at Grey; while neither accepts the business proposition, Peggy does accept Duck's initiation of a sexual relationship with her.

While working late at night on a shoot for a Lucky Strike commercial, Lee Garner, Jr., makes a sexual advance to Sal. Sal refuses, causing Lee to call Sterling Cooper and demand his firing. Roger fires Sal. When Sal goes to Don for help, Don explains that the loss of Lucky Strike would be detrimental to Sterling Cooper and expresses little sympathy with Sal's refusal. From a payphone in a public park, Sal calls his wife and lies to her that he will be working late. Meanwhile, Betty breaks into the drawer to the desk in Don's den. She finds his box of Dick Whitman's family photos as well as evidence of Anna Draper's existence and Don's divorce from her. She confronts him. Don is forced to divulge the secret of his former identity and his desertion in Korea.

Pete becomes despondent when alerted by Lane Pryce that Ken is to become Senior Vice President in charge of Account Services. The news of the assassination of John F. Kennedy hits even as Roger's daughter gets married. Pete is adamant about leaving the agency and mourns Kennedy on the couch with his wife. Greg informs Joan that he is enlisting to become an Army surgeon. Peggy hears of Kennedy's death after meeting with Duck for afternoon sex. When Betty is confronted with the lies her husband has told her regarding his identity and infidelities as well as her own growing attraction towards Henry, things come to a head with the Drapers following the assassination of the president. Don's inability to connect to Betty's emotional grief over the death of the President leads Betty to tell Don that she doesn't love him anymore and that she wants a divorce.

Connie meets with Don to inform him that he's discovered that Sterling Cooper and PPL both are being bought out by McCann Ericson, the firm handling Hilton's other accounts, which he firmly insists precludes his working further with Don. Infuriated, Don returns to the office and begins hatching plans with Cooper, Sterling, and Pryce to buy the company. When their offer is rebuffed, Don realizes that Lane's authority to fire the other conspirators would sever their contracts, giving them the ability to walk away and start a new advertising agency, with Lane receiving a partnership stake in recognition of his essential role in the scheme. Don and Roger start reaching out to other employees to join their new agency, including Pete and Peggy.

While drinking with Sterling, Don learns about Betty's relationship with Henry Francis, confronts her physically and calls her a whore. However, faced with his own sins, Don later calls Betty and tells her that he will not fight the divorce. Betty leaves with the baby and Henry to get a divorce in Reno. Don, Peggy, Roger, Bert, Lane and Pete subsequently break into the Sterling Cooper office to take necessary supplies and files. Joan and Harry are soon called in to join the company and help them. The group meets in a small hotel room, where Joan answers calls with the name of the new firm: Sterling Cooper Draper Pryce.


No. in
TitleDirected byWritten byOriginal air dateU.S. viewers
271"Out of Town"Phil AbrahamMatthew WeinerAugust 16, 2009 (2009-08-16)2.76[2]
It's early 1963.[3] In the aftermath of Sterling Cooper's sale to a British company, major changes are made to the staff, including the addition of new employee Lane Pryce, and Pete and Ken's both being named to the same position. Don and Sal both engage in extramarital liaisons while on a business trip to Baltimore—Don with a stewardess, and Sal with a bellboy.
282"Love Among the Ruins"Lesli Linka GlatterCathryn Humphris and Matthew WeinerAugust 23, 2009 (2009-08-23)1.90[4]
Sterling Cooper argues over the ad campaign for Pepsi's new diet cola, Patio. Representatives of Madison Square Garden engage SC in their campaign to demolish Penn Station and build a new MSG. Following concerns over the treatment of Betty's ill father, Gene, Don has him move in with their family. Don gets his first glimpse of Sally's teacher, Suzanne Farrell.
293"My Old Kentucky Home"Jennifer GetzingerDahvi Waller and Matthew WeinerAugust 30, 2009 (2009-08-30)1.61[5]
A mandatory overtime session leaves Paul, Smitty, and Peggy trying to stave off late-night boredom with cannabis. Roger's Kentucky Derby party leads to Don striking up a friendship with a folksy guest from another event, while Betty meets political advisor Henry Francis. Meanwhile, Joan and Greg host a dinner party of their own. Sally and Grandpa have a run-in.
304"The Arrangements"Michael UppendahlAndrew Colville and Matthew WeinerSeptember 6, 2009 (2009-09-06)1.51[6]
Don crosses paths with his father-in-law, Peggy searches for a new roommate, and a new client with money to throw around is very excited about doing business with the firm, though Don wants to make sure it will avoid a conflict with a friend of Cooper's. Betty and Don receive bad news about Betty's father.
315"The Fog"Phil AbrahamKater GordonSeptember 13, 2009 (2009-09-13)1.75[7]
In the wake of the death of Betty's father, Sally begins to misbehave, much to Betty and Don's dismay. Her teacher reports she is troubled by the death of Medgar Evers, which is all over the news.[8] Looks between Don and the teacher reveal stirrings of attraction. Pete tries to work a new angle into his business dealings, and an odd dream has a strange effect on Betty, who gives birth to a baby boy she names Eugene in honor of her father.
326"Guy Walks Into an Advertising Agency"Lesli Linka GlatterRobin Veith and Matthew WeinerSeptember 20, 2009 (2009-09-20)1.57[9]
The agency's British owners visit Sterling Cooper to reassign Pryce to one of their India-based companies over the Independence Day weekend.[10] A replacement for Pryce is introduced to the company. Ken, however, brings a riding lawnmower into the office. During a party to celebrate Joan's departure, a secretary, Lois Sadler, runs over the replacement's foot with the lawnmower, and as a result Pryce's transfer is called off. Meanwhile, after tendering her resignation, Joan finds out that her husband's application for a medical residency in New York was rejected.
337"Seven Twenty Three"Daisy von Scherler MayerAndre Jacquemetton & Maria Jacquemetton and Matthew WeinerSeptember 27, 2009 (2009-09-27)1.73[11]
Don's attempts to land the Hilton Hotel account backfires, when Hilton refuses to work with him unless Sterling Cooper signs him to a contract. To land the account, Cooper blackmails Don over his theft of the "Don Draper" identity, forcing him to sign a three-year contract. Miss Farrell helps the students make a camera obscura to view the solar eclipse of July 20, 1963.[12] Betty meets with Henry Francis to discuss a civic project. Peggy tells Duck she is not interested in changing agencies, but their meeting has the unintended consequence of bringing them together romantically.
348"Souvenir"Phil AbrahamLisa Albert and Matthew WeinerOctober 4, 2009 (2009-10-04)1.91[13]
It's August 1963.[14] After they win the reservoir case, Betty and Henry cross the line. Don and Betty take a business trip to Rome for Hilton, and manage to renew romantic interest in each other, but the return home brings things back to normal. Meanwhile, with his wife away, Pete coerces his neighbor's vulnerable German au pair into sleeping with him.
359"Wee Small Hours"Scott HornbacherDahvi Waller and Matthew WeinerOctober 11, 2009 (2009-10-11)1.53[15]
Lee Garner Jr., an executive for Sterling Cooper's largest client Lucky Strike, forces the agency to fire Sal who, unbeknownst to Roger, Don or anyone else at the firm, refused Lee's sexual advances. Betty finds herself drawn to Henry Francis while Don and Suzanne, Sally's former teacher, begin an affair.
3610"The Color Blue"Michael UppendahlKater Gordon and Matthew WeinerOctober 18, 2009 (2009-10-18)1.61[16]
Betty discovers Don's cache of photographs, revealing his past life. Meanwhile, the arrival of the brother of Don's new mistress complicates Don's affair, while Pryce is informed that Sterling Cooper is being sold. At the end, the firm celebrates its 40th anniversary.
3711"The Gypsy and the Hobo"Jennifer GetzingerMarti Noxon & Cathryn Humphris and Matthew WeinerOctober 25, 2009 (2009-10-25)1.72[17]
As Don is about to leave with Suzanne, Betty confronts him about his identity theft, forcing him to reveal to her the truth about himself. Meanwhile, Roger meets a former client/lover who wishes to rekindle their affair, but Roger tells her he is happy with Jane. Joan discovers that her husband, after a failed attempt to switch to psychiatry, has joined the Army in order to ensure that he will become a surgeon.
3812"The Grown-Ups"Barbet SchroederBrett Johnson and Matthew WeinerNovember 1, 2009 (2009-11-01)1.78[18]
Roger's daughter fears her wedding will be ruined by the news of the assassination of President John F. Kennedy.[19][20] Following the subsequent shooting of Kennedy's accused assassin, Lee Harvey Oswald, Betty tells Don that she wants to end their marriage.
3913"Shut the Door. Have a Seat."Matthew WeinerMatthew Weiner & Erin LevyNovember 8, 2009 (2009-11-08)2.32[21]
Before the sale of Sterling Cooper is to take effect, Roger, Bert, Don, and Lane devise a plan to form a new agency—Sterling Cooper Draper Pryce—with all of them equal partners. Peggy, Joan, Pete, and Harry Crane are recruited to move with them. Betty and Don begin to formalize a divorce, which begins contentiously, with Don preparing for a major fight and Betty worried about the repercussions. Later, Don informs Betty he wants to avoid animosity, and voluntarily moves out. Betty takes a plane to Reno with Henry and the baby to prepare for the divorce.



Series creator Matthew Weiner also served as showrunner and executive producer, and is credited as a writer on 12 of the 13 episodes of the season, often co-writing the episodes with another writer. Lisa Albert remained supervising producer and wrote one episode. Writing team Andre Jacquemetton and Maria Jacquemetton became consulting producers and co-wrote one episode together. Robin Veith was promoted to executive story editor and wrote one episode. Kater Gordon was promoted to staff writer and wrote two episodes. Marti Noxon remained consulting producer and wrote one episode. New writers in the third season included Dahvi Waller, who wrote two episodes; writer's assistant Erin Levy, who wrote one episode; executive story editor Cathryn Humphris, who wrote two episodes; script coordinator Brett Johnson, who wrote one episode; and freelance writer Andrew Colville, who wrote one episode. Other producers included Blake McCormick, Dwayne Shattuck, and Scott Hornbacher, who was promoted to executive producer.

For the third season, seven of the nine writers for the show were women, in contrast to Writers Guild of America 2006 statistics that show male writers outnumber female writers by 2 to 1.[22] As Maria Jacquemetton notes:

We have a predominately female writing staff—women from their early 20s to their 50s—and plenty of female department heads and directors. [Show creator] Matt Weiner and [executive producer] Scott Hornbacher hire people they believe in, based on their talent and their experience. 'Can you capture this world? Can you bring great storytelling?'[22]

Phil Abraham directed the most episodes of the season with three, while Lesli Linka Glatter, Jennifer Getzinger, and Michael Uppendahl each directed two. The remaining episodes were directed by Daisy von Scherler Mayer, Scott Hornbacher, Barbet Schroeder, and Matthew Weiner, who directs each season finale.


Critical reception

The third season of Mad Men has received critical acclaim. Review aggregator Rotten Tomatoes reports that 96% of 26 critics have given the season a positive review. The site's consensus is: "Mad Men brilliantly weaves its characters into its historical setting, and the result is thoughtful, shocking, and terrifically entertaining."[23] On Metacritic, the third season scored 87 out of 100 based on 20 reviews, indicating universal acclaim.[24]

Time critic James Poniewozik cited the show's excellence in writing and acting, and said "Mad Men's willingness to let moments play out seems as much a period flourish as its fedoras and highballs."[25] Of the third season, Poniewozik felt that the third season was "a notch behind season 1 and ahead of season 2. It didn’t have the phenomenal run of one staggering episode and scene after another like the first did, but this season built confidently to a climax and did an outstanding job of both capturing the sweep of history and how it related to the characters’ lives."[26] Tim Goodman of the San Francisco Chronicle warned viewers from falling for any inevitable backlash after the myriad of award wins for the series, saying that "the humor, the note-perfect clothing and sets, the creeping cultural change - are still there to be savored. But what the series traffics in with astute complexity is the troubling notion of self, of identity, of rootless, undefined purpose and unrealized happiness". Goodman also noted that the series was not made for a mass audience.[27]

Robert Bianco of USA Today said the third season was compelling because "we all know the late-stage Camelot universe the characters occupy is about to shatter" and that the series was filled with "madness and passion".[28] Alessandra Stanley of The New York Times described Mad Men as "essentially one long flashback, an artfully imagined historic re-enactment of an era when America was a soaring superpower feeling its first shivers of mortality."[29] Robert Lloyd of the Los Angeles Times said the series was "a moral drama, a show about deciding who you are and who you want to be, of character as the sum of small choices. There are no heroes or villains here, only people working out or being carried toward their individual destinies. And in who we root for and in what we root for them to choose, we also define ourselves."[30]

In one of the few negative reviews, Hank Stuever of The Washington Post said that Mad Men "has importance sickness, and its idea of levity is to inject moments of utter callousness." Stuever lamented that once "a TV show was just a TV show. It was on when it was on; if you missed it, you missed it. You certainly wouldn't build your life around talking about it or telling other grownups they had to watch old episodes of it in order to catch up. You were supposed to give it two seconds' thought."[31]

Alan Sepinwall of The Star-Ledger said that by the end of the season "we've crossed a generational line in the series. Kennedy is dead. The Beatles fly into New York in a few months. The '50s are definitively over, and what we think of as the actual '60s is just beginning."[32]


The third season continued Mad Men's streak of award wins and nominations at the 62nd Primetime Emmy Awards. The series won both Outstanding Drama Series and Outstanding Writing for a Drama Series (Matthew Weiner and Erin Levy for "Shut the Door. Have a Seat"), both for the third year in a row.[33]

In the acting categories, Jon Hamm and January Jones were nominated for Outstanding Lead Actor in a Drama Series and Outstanding Lead Actress in a Drama Series, respectively. John Slattery and Robert Morse were nominated for Outstanding Supporting Actor in a Drama Series and Outstanding Guest Actor in a Drama Series, respectively. Christina Hendricks and Elisabeth Moss were both nominees in the Outstanding Supporting Actress in a Drama Series category. Robin Veith and Matthew Weiner also received an additional nomination in the Outstanding Writing for a Drama Series category for writing "Guy Walks into an Advertising Agency". Lesli Linka Glatter was also nominated in Outstanding Directing for a Drama Series for her work on "Guy Walks into an Advertising Agency".[34]

The American Film Institute honored the "transformative" third season of Mad Men as one of the ten greatest television achievements of 2009, exalting both January Jones and Jon Hamm for leading the strong ensemble.[35] Mad Men won Best Television Drama Series at the 67th Golden Globe Awards for the third year in a row. Jon Hamm was nominated for Best Actor – Television Series Drama for the third year in a row. January Jones was nominated for Best Actress – Television Series Drama for the second year in a row.[36]

At the 2009 Writers Guild of America Awards, the series was honored with the Dramatic Series award. The series also received Episodic Drama nominations for "The Grown Ups" (Brett Johnson and Matthew Weiner) and "Guy Walks into an Advertising Agency" (Matthew Weiner and Robin Veith).[37][38] At the 2009 Directors Guild Awards, Mad Men director Lesli Linka Glatter won for her work on "Guy Walks into an Advertising Agency". Matthew Weiner ("Shut the Door. Have a Seat") and Jennifer Getzinger ("The Gypsy and the Hobo") were also nominated for their directorial work in the same "Dramatic Series" category.[39][40]

The cast of Mad Men won Outstanding Performance by an Ensemble in a Drama Series at the 16th Screen Actors Guild Awards for the second year in a row. Jon Hamm was also nominated for Outstanding Performance by a Male Actor in a Drama Series for the third year in a row.[41] The series was nominated for the Outstanding Achievement in Drama award at the 26th TCA Awards.[42]


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