‘Mad Men’ Breakdown: “Waterloo”

SPOILER ALERT, so keep your eyes Drape-d, Mad Men obsessives…

Season Seven, Episode Seven: “Waterloo” 

Written by Carly Wray and Matthew Weiner; Directed by Matthew Weiner 

In the midseason finale (remember AMC has annoyingly split season seven of Mad Men into two parts): Don nearly gives in, Roger becomes a leader, and Peggy shines. “Waterloo” (referencing the battle where Napoleon was defeated) contains a lot of action including another merger, a death, and a man landing on the moon.

Quick Breakdown

The episode opens with a close-up of a spaceship launching on a TV set, with Bert closely watching it. We will quickly learn that this spaceship is heading to the moon. (Though the characters worry about the outcome, we, as viewers, know what will happen.) This also means we are in July of 1969.

Next we see Ted in his tiny plane with some executives from Sunkist. Ted has continued his downward spiral and in this scene cuts the engine to the plane while talking about the idea of crashing and dying. The executives are clearly not pleased.

We then switch to Jim and Pete calling Ted about the incident on the plane. Pete is irate — he’s been warning people for months about Ted’s demise. Jim gets Pete to leave the room, and Ted tells him he’s done with advertising. He doesn’t want to do it anymore and wants out. This is not what Jim wants to hear because he needs Ted’s vote to continue to keep power in the company.

After the call, Lou comes in to Jim’s office to say they lost the cigarette account. He’s furious and references to Don’s stunt at the meeting as “Don Draper dinner theater.” Jim’s had enough and yells at him: “We don’t owe you anything. You’re a hired hand.” While I’m not a Jim fan, it was satisfying to have Lou yelled at like that.

In the conference room, Pete, Harry, Peggy, and Don are practicing their pitch for Burger Chef. They are leaving for Indiana the next day. As established last week, Don is going to give the main part of the pitch. Pete reminds them, “Now we just have to hope everything goes well on the moon.” They won’t be able to present if things go badly.

Peggy comes home to find a construction guy (a good looking one) working in her apartment. Julio from upstairs is there too. The guy tells her how helpful he’s been and is surprised she owns the whole building. Peggy is a little defensive at first (who wouldn’t be), but then he gives her his number for any odd jobs she might have. (Yes, please.)

Out in the suburbs, Betty is hosting a college friend’s family (played by Kellie Martin). Her friend has two boys: one a hunky jock boy that piques Sally’s interest and the other a nerdy boy who likes astrology. Betty and her friend talk of their college days and Betty says how she now thinks of Don as “an old bad boyfriend.”

Sally is working as a lifeguard for the summer and comes into the kitchen in her swimsuit and wearing lipstick. Betty notes she doesn’t normally wear lipstick, but seems pleased to see her daughter doing something Betty might see herself doing. She’s trying to impress the jock boy who is also in the kitchen shirtless.

The next morning Don comes into the office to find his secretary, Meredith, with a letter telling him he breached his contract by going to the cigarette meeting. Meredith humorously tries to console Don and offers herself up sexually. Don declines and goes off to fix the problem himself.

He storms into Jim’s office and confronts him about the letter. Jim isn’t too surprised and tries to insult Don by saying he used to be so interested in this mysterious Don Draper, but now that he’s seen “behind the curtain,” he’s unimpressed. Jim thinks he’s won.

Don then heads straight to Roger, who hasn’t seen the letter. Neither has Cooper, Pete or Joan (though she lies and says she has). Joan is still pissed at Don for losing her money when they couldn’t go public. Don calls a vote for his departure right there in the hallway. Joan and Jim vote to get rid of Don, and Cooper, Roger, Pete, and Don vote no. Don is safe for the moment.

That night, Peggy is packing for her trip when Julio knocks on the door and asks to watch TV (like he has all season). Peggy lets him in and asks him for some fashion advice, which he doesn’t give. Julio says he has to be able watch TV on Sunday for the moon landing, but Peggy will be gone. Peggy says she’ll leave a key for him, but Julio is really upset about other things. He tells her his mom got a job and is moving them to Newark. He hugs Peggy and Peggy tries to console him, but is clearly upset herself. She tries to lie and says, “I’ll visit you all the time,” but Julio calls her on it.

As Don is packing for the trip, he calls Megan, who is out in L.A. Don tells her they are probably going to fire him: “They want me to move on.” “Well, maybe you should,” Megan says. This conversation has undertones of not just his work but their relationship.

Don says, “I guess I could move out there.” Megan remains silent — it might actually be over. “I’ll always take care of you,” Don says. “I owe you that.” Megan tells him, “You don’t owe me anything.” And just like that, the Megan-Don years come to a close.

At the office, Roger goes into Cooper to ask what they are we going to do about Jim. Cooper tries to explain that Jim has the power and leadership but that you have to be loyal to your team, which is why Cooper voted to save Don. But he also says no one comes back from exile and references Napoleon (which is where the title of the episode comes from). Cooper then tells Roger “You aren’t a leader” and that Jim has a vision, and because of that, he’s in charge.

On the flight to Indiana, Pete tries to give Don a pep talk and tells him the Don Draper show is back. Don isn’t fully convinced. Pete tells him again that he should go out to L.A. because Ted is about to do a “Lane Pryce.”


That night, everyone is glued to the TV watching the moon landing. We cut from Betty and family to Peggy, Don, Harry, and Pete in a hotel room in Indiana to Roger and family to Bert and his housekeeper. The only person not impressed is the teenage son of Betty’s friend. He comments how it’s a waste of money and how there’s problems down here on Earth that need fixed.

When Don calls the Francis residence, Sally answers and repeats what the cute boy said about money to Don. Don says, “You don’t really think that do you?” And it’s clear Sally probably doesn’t.

After the call, Sally goes outside to smoke and finds the nerdy boy out there looking through Bobby’s telescope. He tells her about the stars and tells her to look. Then she boldly kisses him. (Sally is becoming more like Betty.) “What do I do now?,” he says. Sadly, he doesn’t get a chance to do anything because his mom calls for him.

After the moon landing, Roger gets a phone call telling him Bert Cooper has died. He goes into the office and removes Bert’s name from his office door. Joan and Jim meet him there as well. Joan and Roger are clearly shaken by the news, but Jim immediately brings it back to Don and says when they call the clients to tell them about Bert, they should also announce that Don is leaving too. (He’s got a lot of nerve.)

Roger calls Don to tell him Bert has died and now they don’t have the votes to save Don anymore. After the call, Don goes to tell Peggy she needs to do the presentation because his future is unknown. He wants her to win the account without him.

The next morning, Roger pulls out all the stops and meets with McCann, proposing a merger that would keep SCP’s name and put Roger in charge. (Roger has found a vision of his own.) McCann agrees but insists everyone needs to be on board, including Ted.

In Indiana, Peggy nails the presentation with just the right amount of sentiment and honesty. The executives eat it up and Don is proud. Peggy finally gets her shining moment.

Don arrives back in New York to find Roger waiting outside his door. Roger tells him the new plan. Don is unsure, telling him, “I just want to do my work.” But Roger warns him that Jim isn’t going to stop “until it’s just Harry and the computer.” (Ha.)

The next morning, Roger brings the plan to the partners. Jim is shocked. Joan is pleased because she’s in it for the money. Ted doesn’t want to sign a contract for five years. He wants out. Don pulls out his charm to convince Ted to agree. Even Jim eventually votes for the plan (to Roger’s disgust), saying, “It’s a lot of money.”

After the meeting, Don runs into Peggy, who tells him they got the Burger Chef account. Don smiles and hugs her and then tells her, “I’m going back to work.”

He walks down the stairs, where he has a strange vision (hallucination?) of Bert singing and dancing to “The Best Things in Life Are Free” (which is from a 1920s musical). Don watches in confusion and then leans against a desk as Bert dances down the hall away from him. And there’s where they left us.



“Waterloo” was a rather upbeat episode, even though it included the death of an original character. Roger and Don got back on top. Peggy proved her talent and got recognized for it. Megan and Don broke things off in a rather mature manner. The moon landing was a success. Bert died, but then danced and sang for us. The uncertain world of the last few episodes seemed to be fixed.

But something darker was under the surface. Bert warns Roger that no one can come back from exile, and the title points to Napoleon’s defeat (and in this case, Don would be Napoleon). Bert’s song at the end warns that the best things in life are free, which came right after a merger that made them all a lot of money. We will have to wait until 2015 to see how this all pans out, but my guess is that this was the calm before the storm.

Now for some random thoughts and my favorite moments of the night…

Kellie Martin! Mad Men continuing to save TV actresses from obscurity.

Was it just me, or did Betty give that shirtless teenage son a quick up-and-down?

Best line of the night: Peggy saying, “We have no liquor.”

How many mergers is this now?

Will Mad Men be returning as a musical?

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