Don Draper, an ad-man for Sterling Cooper struggles to stay ahead of the rapidly changing times. Don talks to Midge about the trade commission's plan to strike down tobacco health claims, but she is only interested in seducing him, and she succeeds.
Roger wants Don to talk about his upbringing, but Don refuses. At home Betty continues to try to get information from Don. Dale and Paul test deodorant of Bertram Cooper.
Pete returns from his honeymoon excited about his marriage, but still conflicted about Peggy. Dan attends a party which makes him realize how unhappy he is with his current life after his business relationship with Rachel changes.
Pete's wife shows up at the office and Pete takes her around for introductions. Rachel turns down lunch with Don. Helen talks to Betty about the breakup of her marriage.
When Don wins an award his picture shows up in an industry publication, causing his past to come up. Pete and Paul are surprised when Ken gets his short story published in a national magazine.
Don falls down the stairs and has a flashback to his childhood when he fell down the stairs the day his brother was born. At work, Don meets with Nick Rodis who wants Israel to become a tourist destination.
Don talks to Dr. Wayne about Betty's progress. A rift forms between Don and Roger. Pete faces trouble at home. Roger invites Joan over for the weekend since his wife and children are out of town, but she already has plans.
Pete is moving into his new apartment and Peggy's ad copy is being presented to the client. Pete and Peggy have an encounter in his office before the others arrive and after Pete admits that he hasn't read her copy.
A rival ad agency trying to hire Don offers Betty a modeling job. Jim, from the agency also sends Don a membership to an athletic club and then pitches the job to Don.
Roger tries to cheer up Don after he loses the Dr. Scholl's account. Joan and Roger make plans for while Roger's wife is out of town. Joan consoles Carol, who has been fired. Roger has a heart attack and his wife and daughter rush to him in the hospital. Joan goes out with Carol only to learn that Carol has a crush on her.
Adam Whitman sends Don a package and then kills himself. Peggy tests a new product for the team in order to help figure out how it could be marketed. Rachel admits she's been thinking about how she and Don can be together.
On election night, the Sterling Cooper staff pulls a rowdy all-nighter while watching the returns. Pete's ambitions cause him to directly challenge Don.
Pete is upset over being passed over for a promotion. Don backs out on going with Betty to her family's house for Thanksgiving. Betty takes the phone bill to determine who Don's having an affair with. She doesn't figure it out, but talks to her therapist about how she feels about Don's betrayal. Harry tries to get his wife to let him come back home. Peggy is given another opportunity at writing, and she goes to the hospital and has a baby.