“Frank Sinatra, holding a glass of bourbon in one hand and a cigarette in the other, stood in a dark corner of the bar between two attractive but fading blondes who sat waiting for him to say something.” — “Frank Sinatra Has a Cold,” Esquire, 1966

Don Draper has a toothache. It’s a symbolic ailment, representing the aging of his once sublime body — of which he’s always taken poor care — and his ever-present stubbornness about recognizing that his physical actions have repercussions. For a guy always advising people to reinvent themselves, Don sure is path dependent. When Don first shoved his fingers in his mouth I assumed he was either trying to make himself throw up after a rough night or reenacting some sense memory of a time Megan shoved her fingers in his mouth while they were carpet-banging. But no, it’s just a regular, old-man tooth problem.

Pete Campbell’s sleazy commuter buddy brings his wife, Beth, around Pete again, not realizing he’s helping set himself up to get cuckolded some more. Beth is off to the smoking car and then her sister’s apartment; Pete fondles her silk scarf lest we worry he had lost any of his creep factor. In the still very-much-operational elevator, Harry pesters Joan about the potential new office space upstairs. Don gets out of the elevator and sees a ginger getting in who looks just like his dead brother, Adam, the one who hanged himself after Don refused to acknowledge him as kin.

Ginsberg yells like an O.G. Don (“That’s why I put the word ‘never’ in front of it!”) while the Topaz people reject the campaign he and Stan drummed up that emphasizes the word “cheap.” The hosiery folks don’t think girls want to imagine a drunken night’s abandoned panty hose rolled up on a one-night stand’s floor, even if the point is that the tights are so inexpensive they can afford to do just that. They demand a woman’s opinion, basically asking for Peggy and pointing out that she was SCDP’s ace in these situations. Again, you have to wonder why they don’t just pull in Joan. Or have Don try on the panty hose in secret to, uh … test their strength.

Pete doesn’t believe that Beth is going to show up at the hotel like she promises him on the phone. Maybe it’s because she sounds like an automated voice (“This may be your last chance”) meant to entrap lonely people like Pete into calling 900 numbers. Peggy (YAY!) is wearing a red power suit and yelling biting comments at her new underlings. Her new Don, Ted Chaough, directs her to start smoking the lady cigarettes they are trying to get as an account and to start thinking about what it means to be a woman who smokes. Far from missing SCDP, Peggy seems to have found the kind of stimulation and attention Don once provided, plus some actual respect.

Joan reports that they’ve had the best quarter ever. A guilty glance at Lane’s empty chair prompts her to channel his caution about patting themselves on the backs too vigorously. Pete bails on the meeting with a slam of the door and Don cracks, “We can do that?” because Don is the new resident dry wit (formerly Roger) and Pete is the new company hothead (formerly Don). Pete shows up to the hotel to find Beth there but drunk, possibly in a manic state. She wears a pink sailor dress and would look about 5 years old if not for the lipstick and pearls. She tells Pete that she’s going to a mental hospital for electroshock, and warns him that afterward she might not remember having met him. She is strangely sunny about all this, excited to be rid of the sadness that follows her around. Pete scowls but then surrenders to her with a little tremulous sigh of “oh god.”

Megan’s blonde actress friend wonders aloud why everybody wants redheads, since anyone with a bottle of hair dye can buy herself a new personality as a sassy ginger. What the casting directors really want is a variety of types of beauty — and since no woman can be multiple girls at once, it’s a bit of a mental brick wall to realize that the people who want “European” one season will sure enough be asking for “exotic” or “all-American” the next. Blonde friend thinks Megan’s mom is glamorous and encouraging. She doesn’t realize that Megan’s mother has been smoking in the Calvet-Draper egg nook and discouraging her daughter from pursuing a career as an actress. Complimenting Megan’s mother isn’t exactly the best way to get Megan to do a favor like recommending blondie for Don’s Butler Shoes commercial. Nobody suggests that the heavy-breathing prank calls might be Glen Bishop trying to caress Megan’s green silk headscarf through the phone.

Beth calls Pete her angel of the morning and gets ready to bounce for brain zaps. I realized that the beautiful sad girl with serious problems Beth keeps reminding me of is Fiona Apple, an artist whose natural intensity is in turns thrilling, heartbreaking, and frightening. Beth shakes her six-pack at Pete as she shrugs off his last-ditch attempts to rescue her by running away to Los Angeles, land of reinvention and beautiful, unsustainable fantasies.

Don returns home to his wife and mother-in-law having a wine party. The Drapers’ apartment, so bright and airy and modern in the first episode of the season, is already starting to look dark and drab and soon-to-be dated. Megan asks Don about the Butler Shoes ad in her most girlishly unthreatening tone. He undercuts her desire for exposure as an actress in a national commercial by pretending to think it’s about the money and then positioning it as potentially damaging to his own credibility. She needs even more validation than Don Draper and his checking account already provide.

Don somehow doesn’t recognize that the “Emile” on the phone is clearly Pepé Le Sterling, allowing Roger to get on the phone with Marie long enough to plan a rendezvous. Megan passive-aggressively smiles her way through Don’s fake apology for not helping her, then pretends to be drawing a bath so she can cry in private. Don’s tooth still hurts, but you’d think the issue would be with his ears from the incredibly loud office sound mix this season. The issue might also just be with his mind (maaaaan), as he passes an office and sees another apparition of his dead brother, at a typewriter this time. The ghost turns to face him, and Don has to confront how his life might have been different had he not rejected his brother’s love, whether he would be the type of person able to maintain real relationships.

SCDP’s momager, Joan, looks to Don for comfort about Lane’s death. She should know by now that “comforting” is not a trait Don possesses nor one he can realistically fake. She wonders why Lane left so much cash behind and suggests she should have slept with Lane to save him. But Joan obviously never gave Lane “what he wanted” because she found the idea of him naked repulsive, and had she slept with him she would still have eventually rejected him, which might still have led to a somehow even worse iteration of his suicide. There’s no right or wrong way to rewrite the past. It’s never going to make it past your drafts folder, anyway.

Megan sulks through Easter morning like a sullen teen, prompting her mother to call her “an ungrateful little bitch.” Don makes a visit to Lane’s widow that doesn’t end well. She questions him about the Lolita-looking pinup she found in Lane’s wallet. The British are only buttoned-up until they’re not, and then they will cut you to your very soul with words or knives. Pete returns home to Cos Cob, where Trudy is fussing with the baby and planning for a pool in the backyard, thinking it will help keep Pete happy, tan, and stationed in the suburbs. In lieu of antidepressants, Pete needs all the vitamin D he can get. Pete drinks a beer and resists the urge to slam his head on the dining room table.

Roger makes eyes at Marie Calvet, then proposes they take LSD together. It’s unclear whether he has the sugar cubes at the ready or it’s just a theoretical proposition, but Marie rejects it outright. She is not here to mother anybody, be they her doe-like daughter or a silver fox. Don has issues with giving other people at the agency the freedoms he instinctively allows himself. Don can do whatever he wants, and everyone else can also do whatever Don wants. This is what Megan is getting at when she flops around for him in the bed. He asks that her passion be confined to the home and to him, but a life spent purely serving Don would be as boring and unfulfilling for Megan as it was for Betty. Don knows that denying Megan a shot at the Butler ad is risking fostering her resentment.

Don can’t help but think less of Megan for wanting to trade publicly on her beauty as if it were a real talent, even though her looks are what initially attracted him. He realizes she might inspire similar arousal in others, just like Megan knows that her blonde friend would absolutely sleep with Don, either for a role or just as a hostile act to prove her superiority. Megan’s not planning on working the casting couch circuit, but it’s implicit that if Don doesn’t help her somebody else might.

Marie tries to bond with Don over the frivolity of Megan’s artistic temperament, but Don is not interested in talking about his wife with his mother-in-law. He would also probably be pretty sicked out to learn that her perfume is a zingy scent called “Roger.” Don’s tooth finally hurts so badly that he goes in to see a dentist. After going under, he hallucinates a smiling Adam Whitman with a noose burn. Adam disappears with a dark quip as rotten as Don’s tooth. Don wakes up in terror with a bloody mouth, a prescription for painkillers, and instructions not to smoke.

Pete lies his way into Beth’s hospital room by saying he’s her brother, prompting the nurse to comment on their similarly light eyes. Pete’s eyes, as big and blue as the pool Trudy wants to have put in, are key to the sympathy he reluctantly inspires no matter how terribly he behaves or pathetic he becomes. He just looks so goddamn sad now. I was reminded of Gay Talese talking about Sinatra’s eyes; “clear blue and alert, eyes that within seconds can go cold with anger, or glow with affection, or, as now, reflect a vague detachment that keeps his friends silent and distant.”

Beth is in bed, looking younger than ever. Her manner is sweet and childlike but robotic — almost inhuman. It dawns on Pete that she has no idea who he is. The hopelessness washes over his face as he accepts her offer to lend an ear. He talks about a “friend” who had an affair with another man’s wife, and how he did it for all the obvious clichéd reasons but most of all because he thought it was going to prove he was an adult. Instead, of course, it showed him that despite his receding hairline, high-paid corporate life, and wife and kid at home, he still feels like a powerless little boy.

Don goes to see the new James Bond movie and runs into a solo Peggy. She is, no doubt, there to cruise for more dudes to give anonymous movie theater handjobs to. What better place to pick up bros than a James Bond movie? Good call, Peg. They chat like two people who are equals rather than master and servant. He jokes about her getting fired but then says she looks good. They are pretty friendly considering the last time they talked he was claiming responsibility for her whole career.

The reinvigorated Peggy looks as bright-eyed as when she first came to Sterling Cooper. Having flirted heavily with Joan recently, it’s apparently no longer taboo for Don to flirt with Peggy. Peggy, still a moralist and prude underneath her slightly hipper exterior, deflects Don’s compliment about her appearance by asking after Megan and suggesting they all get a meal together. Peggy and Don watch the movie side by side so they won’t get too sentimental or into a gigantic fight.

Speaking of gigantic fights, Pete finally gets into it with Beth’s husband, Howard, over his nefarious plan to “erase her brain.” Howard realizes what’s been going on and punches Pete in the face. Then Pete gets into it with the train crew, getting punched in the face again after a toddlerish fit. I got flashbacks to the time I was on a train where a Yankees fan drunkenly got into it with a Red Sox fan, ending with one or both getting punched in the face and the Yankees fan getting thrown off the train somewhere in Connecticut.

Pete comes home to Trudy, who never seems to get mad at him when she should. She says they can’t go on like this, but of course she doesn’t know about Beth or want to break up. She wants Pete to get his desired apartment in the city, and when she snuggles into Pete’s shoulder he looks like he wants to cry. He feels terrible that he got punched, that Beth’s brain has been wiped, that he hates his life and is just getting older, that he can’t accept and be happy with Trudy’s selfless, servile love for him. He knows that the apartment in New York will be a place for him to escape from Trudy and cheat. Depending on how he looks at it, his mouth is either half-full of blood or half-empty.

Don watches Megan’s screen test for the commercial. In the screen test she acts a little demure and shy, smiling and glancing down a lot in order to seem less threatening and ambitious. He falls in love with her again as a perfected image on a screen, the girl who wants to play house at Disneyland and doesn’t hate orange sherbet or her intellectual poseur parents. A girl who has no preferences at all, whose desires are whatever you tell her you want them to be.

The partners check out the new office space, the glass vistas of which make for a nice portrait in silhouettes of the new lineup, with Joan’s Bond-girl outlined form included. Megan is wearing a hideous folk costume (this is what they meant by “European”?) as Don feigns excitement for the shoot while secretly raising an eyebrow about his wife’s blouse. He walks into a smoky bar to the strains of Nancy Sinatra singing “You Only Live Twice” (YOLT).

A Sopranos-style season-ending montage ensues. Peggy showers in the shitty hotel she is staying at in Richmond while she tours a tobacco company. She looks out the window, expecting a charming local view and instead getting an eyeful of two dogs humping. Perturbed, horny, or both, she crawls into bed with a glass of wine. Pete listens to music on headphones. Roger stands buck naked and flexes like the Vitruvian Man in front of his window overlooking an expensive New York skyline.

An all-American blonde who looks like Rollergirl in floral aqua chiffon approaches Don and asks him for a light. She says her friend, an exotic brunette wearing a metallic dress, wants to know if Don is there alone. After about a thousand replays, I still couldn’t tell whether Don was wearing his ring or not. Don stares at the bar for a long beat, then turns to the blonde with an appraising, heavy-lidded stare. We’ll have to wait until next season to find out whether he said, “No, thank you, I’m married,” or went for the threesome with two gorgeous strangers (YOLT) .

The season’s horror-movie, high-suspense feel led toward a heavily foreshadowed death in the penultimate episode. The finale was more about reckoning with the fallout. Wasn’t Don freaked out by all those dead bodies? Under the bed, swinging from an office door, haunting Don at the dentist? If Don were to opt out of his monogamy contract for a ménage à trois, he’d be emulating Megan’s parents’ bad marriage and backsliding into “old Don,” which puts Megan in a position to cheat on him herself with a Roger Sterling of her choice. Hopefully not somebody gross like Glen Bishop or Roman Polanski. It comes back down to the central questions of Mad Men: Can people change? Is it ever for the better? Do we really grow up or do we just get older until we die?