Mad Men: Waterloo, or The Best Things in Life Are Free


In the spring of 1967, younger then than Sally Draper is now, I walked to the General Cinema movie theater in the Brockton, Mass., Westgate Mall to see “How to Succeed in Business Without Even Trying,” and I loved it.  A send up of corporate life, the movie had a big impact on how I (and others) perceived office culture.  Together with the much darker “The Apartment,” “Succeed” is one of the “Urtexts” of the Mad Men mythos.

And of course it starred Robert Morse.  He played a window washer who manipulated himself through guile, street smarts and confidence into the role of Chairman of the Board of a huge company.  In the scene posted below the other senior managers plot against his ascendancy (one even says: “Let’s not forget he’s now in advertising and that does something to men’s brains”) and he responds with the confidence-building “I believe in you.”

When I saw my first episode of Mad Men, I’d never heard of any of the actors in the credits until Robert Morse’ name appeared.  For whatever reason, I hadn’t seen him in anything since“Succeed,” and was shocked at how old and fat he’d gotten during those 40 years.  But that twinkle was still there and Bert Cooper soon became one of my favorite characters.  He was one of those Mad Men wonders: hardly ever on the screen but distinctive and unique whenever he did appear.

Bert would be about 80 in 1969, meaning he was born in the 1880s.  He would have seen the coming of electricity, aviation, the automobile and the telephone.  Along with Roger Sterling’s father, he would have been an early pioneer in the advertising industry.

In many ways, especially with his casual racism, he was a throwback to an earlier era, but what made him truly interesting is that he was focused on the future until the end.  He hangs a Mark Rothko in his office; he has a Jackson Pollack on his living room wall; he’s delighted by the prospect of the moon landing.

It’s not surprising when an 80-something man dies, but it is surprising when he returns from the dead to give Don Draper some well-needed advice.  Echoing the little nerd Neil, the one Sally kisses, Bert does an amazing song and dance to “The moon belongs to everyone, The best things in life they’re free.”  When a show as realistic as Mad Men shows Don having a hallucination about a ghost it’s a shock, but somehow it works because it exposes an emotional truth. And what a fabulous send-off for Robert Morse, whose career was bookended by two amazing roles.

And what’s really unexpected about the song is that it’s a total contradiction of the Mad Men guiding ethos.  Sterling Cooper and Partners exist precisely to convince “consumers” that the best things in life are very very very NOT free.  When the scene is over, Don has to lean against a desk to compose himself.  Is he contemplating the message?  We’ll need to wait ten months to find out.

The other thing about this particular song is that it was a Depression era standard – a song used to comfort a population that didn’t have any money anyway.  Here’s an early version by Jack Hylton.

It’s a little reminder that Bert would have been at the peak of his career during the Depression, somehow coaxing the agency through tough times and showing real leadership to his team – the kind of leadership that he claims Roger lacks.

In their heart-to-heart final conversation, Bert goes all Yoda and says that Roger has talent, skill  and experience but not leadership.  He says he voted to keep Don in the company even though he’s a “pain in the ass” because as a leader he has to be loyal to his team.  To which Roger responds with the lyrics to yet another Depression-era song: “So it’s ‘Let’s have another cup of Coffee; Let’s have another piece of pie?’”  Two songs from the Depression in a show that heavily features space travel?  Definitely not a coincidence.

So exeunt Bert Cooper.  Your epitaph for your old girlfriend, the hellcat Ida Blankenship, could have applied to you:  “She was born in 1898 in a barn. She died on the 37th floor of a skyscraper. She’s an astronaut.”

Bert’s death, coming in the middle of a power struggle at the firm, provides the impetus for yet another episode of corporate intrigue.  The episode is titled “Waterloo,” based on Bert’s observation that no one has ever successfully come back from a leave of absence at the firm.  Even Napoleon couldn’t come back after being exiled to Elba.

But Don is not the real Napoleon in this episode. He’s been playing the good boy for several months now.  No, the guy who’s plotting the coup is Jim Cutler.  Once there’s no longer a chance to get Commander cigarettes as a client, he declares Don in breach of contract for his little stunt in showing up to the preliminary meeting uninvited.  Technically Cutler is correct but what he doesn’t understand about this particular partnership (or about the world in general) is that the rules are the rules until the people who make the rules decide to change them.  He sends Don a letter in the company’s name without checking with his partners. And after forcing a showdown, Don wins the vote.  Only Joan votes against him, declaring that he’s already cost him too much money (as Bert pointed out – and which readers of this column know from my write-up after it happened, when Don blew up the IPO last year it cost Joan over a million dollars.)

As I remarked last week, I can’t tell if Cutler is an empty suit or a Machiavellian schemer, but I’m swinging back to empty suit.  In some respects, he’s as impetuous as Don, sending the “breach” letter without authorization, and pressing again to fire Don before Bert’s body is even cold (which invigorates Roger and turns him into the very leader that Bert said he was not).  Plus he’s not exactly Frank Underwood with the vote counting.  He assumes he has Ted’s vote, which I doubt, so if he wants to pull off a palace coup, he should plan it more carefully.

In any event, Cutler’s crass power grab precipitates Roger’s roll of the dice and he proposes a sale of the company to McCann Erickson, which once tried to buy Sterling Cooper  and is still interested in hiring Don.  When Roger brings the offer back to the partners, he dangles dollar bills in front of Joan’s eyes, which changes her mind FAST about the prospect of continuing to work with Don.  Pete’s even more ecstatic about getting $3 million (or course Trudy will get half of that – SORRY!!!)

The problem is Ted. McCann insists that Ted and Don come as a package deal because Chevy likes their work, but he’s burned out.  After begging Don to let him go to California in his place last year, he’s been miserable out there, threatening to go all Lane Pryce with a couple of Sunkist clients.  Ted’s had so little screen time this season that we can’t understand the source of his depression – presumably it’s his lingering love for Peggy, or maybe he just became undone that his self-image as an honest upstanding man was damaged by their dalliance.  For whatever reason he wants to quit and get out of advertising altogether.

But then comes the great Don Draper pitch, once again reeling in poor Ted Chaogh.  He tells Ted that even if he has the ability to become independently wealthy, he still needs to work.  You don’t need to work with us, he says, but you need to fill your day with a fulfilling occupation.  As someone who was banished from the office for six months, he knows the existential crisis of not having a work identity.  And then there’s this lure: he and Ted won’t have to worry about management any longer – they can just do the work they love without the office politics that has consumed them over the past year.

So the soulful creatives – the ones who care about excellence, art and human expression – win this round over the computer-driven bean-pushers.  The computer will work for them; they will not work for the computer.  And it’s inspiring because the show has demonstrated how fulfilling work can be when there’s a merger of your best self and your job.  We see Peggy rise to Drapper-like levels in her presentation to Burger Chef.  Her mixture of the topic of the day (the moon landing), her special insight as a woman pitching to an all-male team, and her evocation of the most primitive desires (to be a good parent through the delivery of food and love) elevates this pitch to “Carousel”-like standards.

What’s fabulous about the pitch is how Don insisted that Peggy do it and the pride he takes in her achievement.  Those frustrating scenes early in the season, with her being marginalized by Lou Avery, are over and she can really blossom.  There are many meaningful looks between them as the episode progresses and it’s clear that although Don’s losing his actual wife, he’s gaining an “office wife.”  Don is still a mentor but she’s almost a peer now.

This was the most stress-free episode of the year.  Even with Bert dying and Don’s marriage breaking up and Cutler’s attempted coup, this was still a remarkably happy episode.  And the reason is that the thematic thread running through the show – the moon landing – is the most thrilling and happiest moment of the entire 1960s.

It’s hard to remember now, but when Neil Armstrong set foot on the moon, it seemed immensely important – as important as Columbus discovering America.  Even in hindsight, it does seem like an amazing technological achievement.  In less than a decade, the country went from having no space program, to walking on the moon.  The shots of all the families huddling around the TV to gape in expectation, pride and relief are still very moving.  This was the Sixties at their best – the best minds solving a problem by using what seems now like laughably antique technology (my cell phone has a more powerful computer in it than the one that directed the Apollo space launches).  And the idea that an entire nation would watch as one extended family also seems laughably antique.

What the characters don’t know is how quickly the excitement, pride and glow of achievement would fade.  Within years the moon missions will become ho-hum and they will eventually be cancelled altogether because they providing so little immediate return on investment.  Very little fires the imagination of the country today like the space program did, and although I’m not sorry to see the Sixties in the rear window, I do miss that shared mission we felt as a people.


And a word for Neil Armstrong – an incredibly American hero (see obit here).  A boy scout and fighter pilot from Ohio, he was for a while the most famous man in the world.  Also forgotten today is how dangerous those missions were.  We didn’t really know if the landing module would come down on hard ground or sink into an ocean of dust. Nor did we know if the module would be able to take off from the moon and return back to the orbiting vessel that would return them to earth.  Armstrong never capitalized on his fame; like Don claims to be, he was also someone who just wanted to do the job.  When Roger Sterling asks what Armstrong will do for the rest of his life and then suggests that he will be able to “screw every girl in Florida,” he is very very VERY wrong.  Armstrong might have been emotionally remote (like a certain ad executive we know) but he never exploited his fame, and he lived a life of quiet dignity and restraint – the kind of character that the spoiled and entitled Roger Sterling can’t begin to understand.


Some other thoughts:

— They episode contains many examples of people making misjudgments and poor predictions.  As noted, Roger was wrong about Neil Armstrong.  Bert was wrong about Don being able to come back from leave; he was very wrong about Don not being loyal to his team, as he gave his chance to pitch Burger Chef to Peggy. Don is wrong that he and Ted will be able to keep out of office politics. Julio’s mother is wrong in thinking Newark will provide better opportunities than the Upper West Side.  Peggy was wrong that the moon landing would change everything.  Cutler is really wrong when he outlines what the agency should look like: “computer services and media buys pinpointed with surgical accuracy.” Ha, that’s a good one, as all my friends in advertising and media measurement know.  Even today, most advertising is wasted because the agencies don’t really know if their actual customers are watching the TV shows they’ve advertised on.

– I don’t want to quibble, but I don’t understand the apportionment of shares in SC&P.  Why do “Benedict Joan” and Pete respectively still have 5% and 10% of the agency?  That was their stake before the merger.  Those stakes should have been diluted by half if it was a merger of equals.  And if Chaough and Cutler each have 20%, does that mean that Don, Roger and Bert had the remaining 45%, or 15% each?  Also, Don asks the pertinent question after Bert dies: is his sister still alive?  Bert’s vote doesn’t disappear, it just goes to his heir or heirs, so they rightfully should have waited for the sister to vote.

— Poor Harry Crane. We can only assume he’s been greedy and holding out for a better partnership deal since last episode, but he didn’t move fast enough and missed the buy-out.  (Something makes me think this happened once before, but I haven’t had time to research it thoroughly, so if anyone out there can remember Harry missing out on another windfall, let me know.)  To make matters worse, he could potentially be out on his ass, job-wise, because McCann probably has a huge media buying shop and might not need his talents or his IBM 3600 computer.

— Have we seen the last of Lou Avery and his Tiki Bar?  In his final scene he complained that he’d built ten years as a tobacco advertiser and “one meeting turned me into a joke.”  Sorry Pal, you were always a joke.

— I loved how Sally kissed the nerdy Neil, not his testosterone-exuding older brother.  She obviously had her eye on hunko, the student athelete, at first, getting dolled up and looking like a blonde Elizabeth Taylor just to go life-guarding. But then she plagiarized the guy’s observation about the space program being a waste of money, and disappointed Don, who told her not to be so cynical.  Suddenly Nerdy Neil, who might be awkward, but is honestly passionate about something and advocates real experiences, not manufactured TV ones, looked like the better catch, at least for a quick smooch.

— Interesting that all the families shown watching the moon landing were non-traditional: Roger, his ex-wife, his son-in-law and his grandchild; the work family of Peggy, Don, Harry and Pete; the blended Francis and college friend families; and Bert and his Black maid.

— Best line, Pete about Don: “That is a very sensitive piece of horseflesh! He shouldn’t be rattled!”

— Breakfast at the Francis household almost made me throw up.  Fried eggs on toast, coffee and cigarettes.  Three things I never could stand and the smell of them together always repulsed me.

— Very touching scene between Peggy and Julio, when Julio announces he’s moving to Newark.  He’s ten years old, almost as old as her own baby would be at this point – the one she had with Pete.  She promises to come visit him, but we all know she won’t – just like she can’t visit her own child.

— Darkly amusing how Peggy’s main concern about the fate of the astronauts is the impact of a potential disaster on her pitch.  If the astronauts perish or get stranded “we’re going to have to postpone this meeting a year.”

— Peggy’s complaint that she will have to pitch a commercial to a bunch of guys who just “touched the face of God,” is a clear reference to the poem “High Flight” by the American aviator  John Gillespie Magee, Jr, who fought to defend England during the Battle of Britain (history here). This poem was famously quoted by Ronald Reagan after the Challenger Space Shuttle blew up.  For a good cry check this out:

— I wouldn’t necessarily rule Megan out for the rest of the series.  They are splitting up, it seems, but the Charles Manson murders are in August 1969 and that might shake her up.  She’s right about one thing: Don doesn’t owe her anything.  She was a secretary at smallish ad agency when she seduced him with Disneyland and her milk-sopping skills.  He then bankrolled her acting “career.” Even now she sits in a great house with a fantastic view, throwing money around like it came out of a spaghetti box.  I like Megan, but I don’t feel sorry for her, like I feel sorry for Betty.

— So what comes next?  If this were a normal Mad Men season, the next episode would only jump ahead three weeks to August 1969, the month of Woodstock, the year’s other big touchstone.  But with seven episodes left and so many plotlines already wrapped up, it wouldn’t surprise me to have them jump ahead a year or longer.  The fate of SC&P is sealed, as is apparently Don’s marriage, his relationship with Peggy, and his job. Can we really spend the rest of 1969 watching SC&P get integrated into McCann?

Regardless, the first half of the season turned out better than I expected, with some powerful evocative episodes.  Curse you TV gods, for making us wait another ten months before we know the fate of these characters!



  1. great post. I just binge-watched all 7 episodes and have been avoiding reading anything about it until now. Wonderful tribute to Bert Cooper, and what a send-off. The episode for me had a lot of callbacks to earlier shows. When Mrs Blankenship died, Bert said something like “she was born in a barn in 1880; she died on the 37th floor: she’s an astronaut”, so it was sort of fitting that he should pass on the day that Armstrong landed on the moon. And of course the Don/Peggy prep echoed “The Suitcase” (her birthday has just passed again).

    They really seem to want to wrap up certain storylines and kiss goodbye to certain characters, don’t they? I’m glad, because it should make for deeper, less scattered episodes for the last half. felt that Season 5 was the series’ best; season 6 for me seemed to have too much going on. I’m really glad that season 7 saw a return to pitching ads (that opening monologue from Freddie/Don in episode one was amazing).

    I’ll miss Ginsburg. I won’t miss Bob Benson, unless they get him to do something interesting. Mad Men doesn’t have a good track record with gay characters; I’d love to see a cameo from the art department guy (sorry, i’ve forgotten his name) who the series unceremniously dumped a few seasons back – just to see how he’s doing.

    And I won’t miss Megan. The storyline couldn’t have gone anywhere else. But hey, good old Don still got a threesome out of it 🙂

    But some stuff in these 7 episodes seemed shoe-horned in: Ted is depressed and hates advertising? that came out of nowhere. Yes, poor Harry Crane: maybe he can call his old friend who became a hare krishna: I thought Crane’s losing out on the new deal was a delibedrate echo of what happened to that guy (again, I can’t recall the name)

    and can Joan and Don please make up and get pissed together again

  2. Hi Niall, interesting observations. I’m not sure I could binge watch this show since it’s so intense but I have to admit, I can barely remember now what it was like just six episodes ago. I think the important point you make is that the creators are slowing resolving the fate of numerous characters so they can focus on the core remaining ones. So Ginsberg is gone, as well as Bert Cooper. I think Don and Joan will make up now that she’s got her 1.5 mil. Presumably she can send Ma Holloway packing now. I really cannot even begin to guess what the next seven episodes will be like. I can’t imagine a lot of corporate infighting — been there done that. Maybe we’ll see the return of Dr. Faye — finally the kind of equal companion he should have had all along..

    • well it looks like they’re hinting betty will want to go into politics, or at least want a career. i can totally see her in the 1980s as a successful middle aged career woman embracing Reaganomics … unless she wigs out from too many sleeping pills 🙂

  3. Frank said:

    Great recap Gary. Sorry to see Bert Cooper go. A real tear-jerker ending with him dancing and singing. Not sure what the future holds. I’m very bad at predictions. I’m going to enjoy the ride though …….
    in 10 months.

  4. Thanks Frank. The season exceeded my expectations, but like you I can’t even begin to imagine what happens next.

  5. dude said:

    Good article. The only amendment I’d make is it was Sunkist, not Star-Kist execs in the plane with Ted.. (I know… picky, picky!). 🙂

    • Hey, thanks for picking that up. I’ll fix that.

    • Hey, thanks for picking that up. I’ll fix that.

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