Season 3

Complete listed story — includes the ending

S3E1 · Out of Town

A flashback depicts Don's stepmother Abigail experiencing a stillbirth; she is later given an infant named Dick, whose prostitute mother has died in childbirth. In early 1963, following Sterling Cooper's sale to a British company, major changes are made to the staff, including the firing of account executive Burt Peterson, and the addition of new financial officer Lane Pryce. Joan gives Burt's former office to John Hooker, Lane's assistant. Lane appoints Pete to head of accounts, but pits him against Ken by offering him the same position; Pete expresses dismay to Trudy about having to share the position. Sal accompanies Don on a business trip to Baltimore, and the two men embrace the anonymity of their surroundings by masquerading as "Bill" and "Sam" respectively. They both engage in extramarital liaisons while on the business trip—Don with a stewardess, and Sal with a bellboy. When the hotel fire alarm goes off, Don rushes down the fire escape and catches Sal with the bellboy. On the flight home from Baltimore, Don subtly hints to Sal that he won't tell anyone, pitching a concept for London Fog with the tagline, "Limit your exposure".

S3E2 · Love Among the Ruins

The creative team at Sterling Cooper argues over the " Bye Bye Birdie " ad campaign for Pepsi 's new diet cola, Patio; Peggy questions whether it is the best way to target female consumers, but Don dismisses her. Pete brings representatives of Madison Square Garden into Sterling Cooper for their campaign to demolish Penn Station and build a new stadium. Paul alienates the representatives by siding with the protestors, forcing Don to meet with representative Edgar Raffit; Don suggests that Raffit stop fretting over public opinion, and instead change the conversation to which Madison Square Garden is the cornerstone of New York's renaissance. Raffit accepts the approach, but Lane later advises Don to drop Madison Square Garden due to the projected billings. Don gets his first glimpse of Sally's teacher, Suzanne Farrell. Peggy has an uneasy one-night stand with an engineering student. Following concerns over the treatment of Betty's ill father, Don has Gene move in with their family. Betty's brother William is unnerved and proposes putting Gene in a nursing home, but Betty accuses him of maneuvering to take over their parents' sumptuous home.

S3E3 · My Old Kentucky Home

A mandatory overtime session for the Bacardi account leaves Paul and Smitty trying to stave off late-night boredom and spark creativity with cannabis. Peggy demands to be included and stands up to her colleagues for only ever asking for her opinions on women's products. Shocking the men, Peggy gets stoned and ends up finding inspiration for the account. Sally has a run-in with Gene when she steals five dollars from him; Betty assumes her father is merely being forgetful about the money. Joan and Greg host a dinner party for Greg's boss and colleagues. Joan is troubled to learn that Greg might not be as talented of a surgeon as she was led to believe, and that his promotion to Chief Resident is at risk. Don reluctantly attends a Kentucky Derby party that Roger and Jane are hosting. Don ends up striking a friendship with a folksy guest named Connie from another event, while Betty meets political advisor Henry Francis. Roger confronts Don for his animosity; Don counters that no one is jealous of Roger's supposed happiness, and that everyone thinks he's a fool.

S3E4 · The Arrangements

Gene continues to live at the Draper residence, reviewing his will and funeral arrangements with Betty. He also grows closer to his grandchildren, teaching Sally how to drive and telling Bobby about his World War I stories. Pete's wealthy college friend Horace Jr. arrives at Sterling Cooper to propose elaborate promotions about the sport of jai alai. Upon learning that Bert is friends with Horace's father, Don feels uneasy about taking the money and meets with Horace Sr. to discuss his son's scheme; Horace Sr. advises against declining the account, opining that his son will just turn to another advertising agency if rejected. Stricken by the conversation, Don later looks at old pictures of Archie and Abigail. Peggy searches for a new roommate and announces her intentions to move to Manhattan, much to her mother's dismay. Sal lands an opportunity to direct the Patio Cola commercial, while Kitty starts sensing something is off about their relationship. A policeman arrives at the Draper residence, informing them that Gene has died while waiting in line at the A&P. Sally is devastated and lambasts her family for being unmoved by Gene's death.

S3E5 · The Fog

In the wake of the death of Gene, Sally begins to misbehave in class, much to Betty and Don's dismay. Betty and Don meet with Suzanne to discuss the matter; Suzanne later calls the Draper house late at night, appearing smitten with Don. Pete learns that Admiral, a television company whose sales have plateaued, are selling well among African-American customers. He devises a plan for Admiral to buy up cheaper ad space in African-American publications, but the company representatives are deeply opposed to the idea. Duck invites Peggy and Pete to lunch in an effort to recruit them; he reveals his knowledge of their affair and believes that Pete helped Peggy's career, but they both deny it. Peggy later meets with Don to discuss getting a raise, but he brushes her off, citing Lane's strict cost-cutting measures. Don takes Betty to the hospital when she goes into labor; Betty is given heavy pain medication and hallucinates encounters with both of her parents, as well as the recent assassination of civil rights leader Medgar Evers, which is all over the news. Betty ends up giving birth to a baby boy, whom she names Eugene in honor of her father.

S3E6 · Guy Walks Into an Advertising Agency

The agency's British owners visit Sterling Cooper to reassign Lane to one of their India-based companies over the Independence Day weekend; Guy MacKendrick, Lane's replacement, is then introduced to the company. After tendering her resignation, Joan finds out that Greg's application for a medical residency in New York was rejected, and he drunkenly tells Joan she can't leave her job. When Joan reveals that it is not possible, Greg advises her to get another job. Don meets with Connie, who is revealed to be famous hotelier Conrad Hilton; Connie is impressed and tells Don he wants to do business with him. Sally is having trouble adjusting to the presence of Baby Gene, telling Don that she believes Baby Gene is the ghost of her grandfather. Don implores Betty to change their son's name, but Betty refuses, coldly stating that Sally will get over it. During a party to celebrate Joan's departure, Ken brings a riding lawnmower into the office; Lois tries to drive the lawnmower and accidentally runs over Guy's foot, mangling him. At the hospital, the agency's British owners announce that Guy has lost his foot, and that Lane will stay in New York for the time being.

S3E7 · Seven Twenty Three

Don assists Miss Farrell in helping the students make a camera obscura to view the solar eclipse of July 20, 1963. Betty hosts a campaign to prevent the installation of a huge water tank that will drain the scenic local reservoir, and she meets with Henry Francis to discuss the project. Peggy receives an expensive scarf from Duck, and decides to visit him in-person to return it. She tells Duck she is not interested in changing agencies, but their meeting unexpectedly brings them together romantically. Don's attempt to land the Hilton Hotel account backfires when Connie's lawyers refuse to work with him unless Sterling Cooper signs him to a contract; Don is reluctant. Angry and drunk, Don picks up a young couple hitchhiking their way to Niagara Falls; he follows them to a roadside motel and swallows two of their phenobarbital pills, briefly experiencing a vision of his father before being knocked out by the man. The next day, Don discovers that the couple have robbed him of everything but his car. Returning to the office, Bert blackmails Don over his theft of the "Don Draper" identity and forces him to sign the three-year contract with Hilton.

S3E8 · Souvenir

It's August 1963. After they win the reservoir case, Henry kisses Betty. Sally attacks Bobby after he spies on her kissing Francine's son Ernie. After being informed of the incident by her maid Carla, Betty confronts Sally for fighting with Bobby, advising her to control her temper, and lectures her about kissing boys. While Trudy is away, Pete runs into Gudrun, the German au pair of his neighbors, the Lawrences. Gudrun is distressed after staining a dress she had borrowed from Mrs. Lawrence, leading Pete to help her find a replacement at a local department store. In the process, Pete discovers that Joan works as a manager at the department store. Later, Pete coerces Gudrun into sleeping with him, provoking a confrontation with Mr. Lawrence, who instructs Pete to leave Gudrun alone. Don invites Betty to a business trip to Rome to inspect the hotel in Hilton. They manage to renew romantic interest in each other, but the return home brings things back to normal.

S3E9 · Wee Small Hours

After a phone call from Connie, a restless Don drives in to work early and is surprised to see Suzanne jogging along the side of the road so far before sunrise. Betty finds herself drawn to Henry, who proposes that Betty use her house as the venue for an upcoming fundraiser. When Henry sends a different representative in his place at the fundraiser, Betty angrily confronts Henry at his house; the two kiss, but she changes her mind when he locks the door. Meanwhile, Connie disapproves of the new advertising campaign for Hilton Hotels, bewildering Don. Don later visits Suzanne, and they begin an affair. Lee Garner Jr., an executive for Lucky Strike, makes sexual advances towards Sal. When Sal refuses, Lee Garner Jr. calls Harry and demands that Sal be fired; Harry relays the phone call to Roger and Don. As Lucky Strike is Sterling Cooper's largest client, Don shows little sympathy for Sal and fires him, telling him he will land on his feet somewhere else. Sal later calls Kitty from a pay phone, telling her he has to work late, but instead goes out with a group of gay men.

S3E10 · The Color Blue

Suzanne and Don's affair is complicated by the arrival of Suzanne's troubled brother, Danny, who has lost his job because he has epileptic seizures. Suzanne arranges a new job for her brother in Massachusetts; Don drives Danny to Massachusetts, but relents when the young man asks to be dropped off well before its location. Paul suffers from writer's block and grows resentful of Peggy's success. Paul and Peggy work overtime to come up with a pitch for Western Union; Paul has a drunken brainstorm while chatting with a custodian, but panics the next morning upon realizing that he has neglected to write it down. Betty discovers Don's desk drawer key and decides to inspect it; she discovers multiple artifacts revealing Don's past life, including old Whitman family photographs, the deed to Anna's house, and the divorce decree dissolving her marriage to Don. The firm prepares to celebrate its 40th anniversary, and Roger and Bert express reluctance at attending the firm's anniversary party, in which Don will be the party's final speaker. Lane is informed by the agency's British owners that Sterling Cooper is being sold.

S3E11 · The Gypsy and the Hobo

Betty seeks advice from her family attorney regarding Don's secret past; he advises her to salvage her marriage, due to the financial repercussions of a divorce. Meanwhile, Roger meets with Annabelle, a former client/lover who wishes to rekindle their affair. However, Roger sends her away, telling her he is happy with Jane. Joan discovers that Greg, after a failed attempt to switch to psychiatry, has joined the Army to ensure that he will become a surgeon. Joan pretends to be happy for Greg, but seems apprehensive over the prospect. Don proposes going on a trip with Suzanne, but his plans are derailed when Betty confronts him about his identity theft. Don is forced to divulge the truth about himself, detailing his childhood–including his prostitute mother and his stepparents–as well as taking the identity of the real Don Draper during the Korean War. Don emotionally recounts Adam's suicide, admitting that he turned his brother away to salvage his reputation. After finishing telling his entire unhappy history, Don admits he was surprised Betty ever loved him at all.

S3E12 · The Grown-Ups

Lane informs Pete that Ken will be made Head of Accounts, leaving Pete to ponder his future at Sterling Cooper. Roger's daughter, Margaret, complains to Mona about Jane giving her marital advice and demands that Jane not attend the wedding, leading Roger to reprimand Jane for upsetting Margaret. News of John F. Kennedy's assassination reaches Sterling Cooper, and the employees gather around the television in Harry's office to watch the news. Margaret is devastated that her upcoming wedding will be ruined by the news, while Pete, already despondent over Ken being promoted over him, resolves to stay at home and watch the news on TV with Trudy. Betty is heartbroken by the news and, while everyone else shows sorrow, grief, and fear for the future, Don remains composed. Don convinces Betty to go to Margaret's wedding, which is sparsely attended; Don assures Betty that everything will be fine, but she seems unconvinced. Following the subsequent live-on-television shooting of Oswald by Jack Ruby, Betty is distraught and leaves the house to meet Henry, who proposes that they get married. Betty returns home and informs Don that she no longer loves him.

S3E13 · Shut the Door. Have a Seat.

Don is informed by Connie that McCann Erickson is buying Puttnam, Powell, and Lowe, and thereby also Sterling Cooper. Before the sale of Sterling Cooper is to take effect, Don convinces Bert that they should buy the company themselves instead of being passed around by bigger entities. In need of capital, Don repairs his friendship with Roger. With Lane's assistance, Don, Bert, and Roger form a new agency, Sterling Cooper Draper Pryce, with them as equal partners; Peggy, Joan, Pete and Harry are recruited to move with them. Peggy is initially reluctant until Don finally recognizes her talents, telling her if she doesn't come along, he will spend the rest of his life trying to hire her. Betty tells Don that she is preparing to file for divorce; Don is angered to discover her relationship with Henry, and Betty threatens to reveal his secret identity if he does not consent to the divorce. Later, Don informs Betty he wants to avoid animosity, and voluntarily moves out, promising Sally and Bobby he'll never stop being their father no matter where he lives. That evening, Betty takes a plane to Reno with Henry and the baby to prepare for the divorce.