Don's knocking on an apartment door: it's Rachel's house, and she looks like a billion dollars even in the middle of the night. He apologizes for just showing up, but she's already seen the telegram so she's got it mostly figured out. "Let me in," he says, simply, and when she asks if he's okay he only tells her no and asks for a drink. She offers to have her dad make a call, for better medical care, but Don shrugs. "He's rich, they seem to be taking care of him." She asks him for details, but prefaces it by specifying he can be honest; she's not moving the account. Now here is a woman who understands Don Draper. "He's gray and weak. His skin looks like paper." It's translucent. That means see-through. "He's your friend, isn't he?" Don doesn't know the word for what Roger is, but either way, she's right when she asserts he doesn't want to lose him. He just tries to kiss her. She pushes him off: "What good is that going to do? Is this like some solar eclipse? The end of the world? Just do whatever you want?" All of those. He can't form sentences. She tries the Joan route: "You're exhausted, you need to sleep. That's all." He asks her to sit with him: "I feel like you're looking right through me over there." They've always had that in common.
Her house is beautiful, all scarlet and cream. Just like her clothes, power and grace in one tight-cornered package, her house says it all. If she can see through him already then he can be as honest as he likes. "I don't like feeling like this," he says. She nods. Nobody does. He tells her about the first time he was a pallbearer: "They're letting me carry the box. Letting me be this close to it. Nobody's hiding anything from me now." Death becomes translucent when it's this close to you, when you can hear it coming; you can see through it. Just like Birdie. "I looked aver and saw the old people waiting together by the grave... I remember thinking: I just moved up a notch." Rachel's moved: "Never heard you talk that much before." He says her name again and she asks what the hell he wants from her. "You know, I know you do. You know everything about me." She swears she doesn't, but she's lying. He kisses her again. She protests -- he's got a wife; he should go to her. He doesn't explain that he tried that already: "Rachel. This is it, this is all there is. Slipping through my fingers like a handful of sand. This is it. This is all there is." She tells him it's just an excuse, for bad behavior, but this time when he kisses her, she leans back beneath him. He stops at the last second, because this is Rachel: "No. Unless you tell me you want this." She stares up at his eyes, like either of them have an actual choice at this point: "Yes please."