Don Draper is coughing. It’s a wet, hacking sound that echoes through his sleek, white New York apartment, and honestly, it’s the sound of an era dying. If you watched Mad Men Season 5 when it first aired in 2012, you probably remember the sheer whiplash of it all. We went from the cool, calculated sixties of the early seasons into this chaotic, psychedelic, and deeply uncomfortable transition point.
It starts with a birthday party. Megan Draper, Don's much younger, vibrant second wife, performs a burlesque-inspired rendition of "Zou Bisou Bisou." It’s iconic. It’s also excruciating to watch because of the look on Don’s face. He’s embarrassed. For the first time, the man who shaped American culture doesn't understand the culture he’s living in. That’s the core of this season. It isn't just about ads; it's about the terrifying realization that the world is moving on without you.
The Megan Draper Effect and the Death of the Old Guard
Most people talk about the "Zou Bisou Bisou" moment as a meme, but it’s actually a structural pivot for the whole show. Megan represents the youth culture that Sterling Cooper Draper Pryce is desperately trying to sell to, yet Don treats her like a beautiful piece of furniture he can't quite place.
She isn't Betty. She’s an actress. She has dreams. When she quits the agency to pursue acting, Don’t reaction is chilling—he realizes he can’t control her. This season marks the end of the "Old Don." The guy who could fix any problem with a whiskey and a pitch. Now, he’s just a guy in his forties wondering why his wife wants a life outside of him.
The agency itself is also falling apart at the seams while somehow becoming more successful. They move to the two-floor office. It’s bright. It’s modern. It’s full of windows, but everyone feels trapped. We see Pete Campbell, played with incredible twitchy energy by Vincent Kartheiser, becoming the new Don—except he’s miserable at it. He has the house, the kid, and the status, but he’s still just a "grimy little pimp," as Lane Pryce famously calls him.
What Mad Men Season 5 Got Right About the 1960s
The history is heavy here. 1966 and 1967 weren't just about hippie headbands and flowers; they were about a fundamental shift in how people viewed authority.
You see it in the "Signal 30" episode. Pete tries to fix a leak in his kitchen and ends up spraying water everywhere while a handsome high schooler watches. It’s a metaphor for his entire life—impotent despite his wealth. Then you have the introduction of Michael Ginsberg. He’s the first real "creative" who doesn't care about the social graces of Madison Avenue. He’s brilliant, he’s Jewish, and he’s messy.
When Ginsberg tells Don, "I feel bad for you," and Don replies, "I don't think about you at all," it’s the lie of the century. Don is obsessed with the fact that Ginsberg has ideas he couldn't even dream of. The "Cinderella" pitch for Jaguar is a masterclass in writing, but it’s also the moment the agency loses its soul.
The Jaguar Pitch and Joan’s Choice
We have to talk about "Commission and Deferment." This is arguably the most controversial episode in the entire series. The partners basically ask Joan to sleep with a Jaguar executive to secure the account.
It’s brutal.
What makes it worse is that Don tries to stop her, but he’s too late. Or maybe he didn't try hard enough? The ambiguity is what makes Mad Men Season 5 so high-quality. Joan gets her partnership, but at what cost? She’s no longer just the office manager; she’s a stakeholder in a company that sold her. Watching her sit at that table with the men who traded her away is one of the most powerful, silent moments in television history.
The Darkest Turn: Lane Pryce
Lane Pryce was always the outsider. The Brit who kept the books. In this season, his desperation reaches a breaking point. He forges Don’s signature on a check because he’s in tax trouble back in England.
When Don finds out, he does what he thinks is the "noble" thing. He tells Lane to resign. He gives him a graceful exit. But Lane doesn't have a graceful exit left in him.
The image of the partners finding Lane in his office is something you can’t unsee. It’s a reminder that beneath the sharp suits and the mid-century modern lamps, these people were playing for keeps. The stakes weren't just money; they were life and death. Don’s guilt over Lane’s suicide haunts the rest of the season, manifesting in a literal toothache that he refuses to treat until it’s almost too late.
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Why the LSD Episode Matters
"Far Away Places" is the episode where Roger Sterling takes LSD. It sounds like a gimmick. It isn't.
It’s one of the most honest depictions of a psychedelic experience ever put on film. No dragons, no melting walls—just a profound sense of clarity and the realization that his marriage to Jane is over. Roger, the oldest and most "stuck" character, becomes the most enlightened. He realizes that the game he’s been playing is hollow. While Don is fighting the new world, Roger is just letting it wash over him.
The Technical Brilliance of the 1967 Setting
The costume design by Janie Bryant takes a massive leap here. We see the transition from the structured Dior-style dresses to shorter hemlines and bolder patterns. The hair gets bigger. The sideburns get longer.
The music, too. "Tomorrow Never Knows" by The Beatles plays at the end of "Lady Lazarus." The show reportedly paid $250,000 for the rights to that one song. It was worth every penny. Watching Don put the needle down, listen to the frantic, electronic drumming, and then simply turn it off because he doesn't "get it" is the perfect summation of his character arc. He is a man out of time.
Practical Takeaways for Fans and Writers
If you’re revisiting this season or studying it for its narrative structure, there are a few things to keep an eye on that most people miss.
- Watch the background characters: This is the season where the civil rights movement starts to actually knock on the door of the agency. The "prank" with the water balloons in the premiere is a stinging indictment of the firm's racism.
- The theme of "Sickness": Almost every character is physically or mentally ill this season. Don’s toothache, Peggy’s dissatisfaction, Pete’s depression, Lane’s desperation. The "fever" of the 60s is literal.
- The Elevator Shaft: Keep an eye on the empty elevator shaft in the office. It pops up multiple times as a symbol of the void waiting to swallow these characters.
Mad Men Season 5 isn't just a bridge between the early years and the end. It’s a self-contained masterpiece about what happens when the "American Dream" starts to look like a nightmare. It’s about the realization that you can have everything you ever wanted—the beautiful wife, the partnership, the money—and still feel like there’s a hole in your heart that no amount of scotch can fill.
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To truly appreciate the nuance, watch the episodes "Signal 30" and "The Other Woman" back-to-back. They represent the peak of the show’s ability to blend corporate intrigue with deep, psychological horror. You won't find better writing on television, even a decade later.
Take a close look at the final shot of the season. Don walks away from Megan on a film set, heading into a bar. A woman asks him, "Are you alone?"
He doesn't answer, but we already know.