Good Lord, so much to cover. It's March 1967, and billings are high, but Joan, keeping Lane's memory alive, advocates some amount of fiscal conservatism even as she gets them another floor in the building, so that PHANTOM second floor people referenced at the beginning of Season Four will now actually exist. She also lets Don know that their insurance policy, so cleverly referenced by Pete earlier in the season, has left them $175K to the good in the wake of Lane's death, so Don decides to take fifty of that to give to Rebecca as repayment of Lane's investment in the company. Rebecca, however, is unimpressed, and turns Don out of her apartment with some harsh and unforgiving words. That incident barely makes the top ten among ways in which Don is having a shitty episode, but we'll come back to that.

Pete runs into Howard and Beth on the train, and soon after, Beth calls Pete and invites him to a hotel, wherein she tells him that to combat her depression, Howard is sending her in for electroshock therapy, not for the first time, apparently. Pete is enraged by Howard doing this to Beth and gets into it physically with him the next time he sees him, which results in Pete getting punched by two people within the space of a minute, and wherever he is, I hope Lane is telling whoever will listen that he got there first. But the result of Pete's mangled face is that Trudy lets him get that apartment in the city, which probably will mean he can avoid further train awkwardness with Howard, at least.

So, back to Don. He's feeling a lot of pain both physical and emotional, in the form of a horrible toothache he tries to convince himself will go away and images of his brother Adam, who, as I reminded you last time, also hanged himself thanks to Don. So when Megan, selling out a friend in the process, asks Don to set her up with a commercial audition on one of his accounts, it's surprising he doesn't make her sign a paper promising she won't kill herself before telling her she doesn't want to get ahead this way. Knowing that her acting career is foundering, Megan gets wasted and cries to Don, and Marie, who's down to visit Megan and fool around with Roger, later essentially tells Don that Megan isn't talented and will be his doting wife as soon as her dreams are dashed. Don: "Thanks?"

Somewhat at a loss, Don runs into Peggy in a movie theater, and after he learns she's doing great and is in charge of Phillip Morris's new women's cigarette, she obliviously suggests Don give her love to Megan, and Don tells her he's happy for her success, but never thought it would happen without him. Possibly spurred by Peggy's uncomplicated feelings toward his wife, or possibly not wanting to lose someone else he cares about due to inattentiveness, Don watches a screen test Megan commissioned and is enchanted by her all over again, and ends up helping her, resulting in her landing the part. But I think it's fair to say, given how we end up, that he doesn't feel good about it.

In the end, Joan takes the partners to see their new floor, which is raw and waiting to be shaped by the five of them into something new. After a montage of Peggy in Richmond, Pete looking terribly unhappy, and Roger nude and on acid, Don walks off Megan's commercial set and orders his trusty old Old Fashioned as "You Only Live Twice" plays. A pretty girl asks if he's alone, he looks at her inscrutably… and we're out of Season Five. Well, except for the full recap, which I expect is going to be a doozy.