Don and Faye enjoy an afternoon tryst. When Don heads back to work, he encourages Faye to stay in his apartment as long as she wishes.
At the office, Roger flirts with Joan. "It's not cute," she says. After Joan leaves, Caroline tells Roger that Greg is being sent to Vietnam.
Joyce drops by the office to invite Peggy for a drink after work. At the bar with Joyce, Peggy frets over hiring male copywriters. When Joyce's friend Abe arrives, she feigns surprise and withdraws. Abe admits employing a ruse to see Peggy. "That's very flattering," she replies.
Meanwhile at Joan's apartment, two women arrive to give her a massage, manicure and pedicure -- courtesy of an anonymous "friend."
Back at the bar, Abe describes the transgressions of various corporations, citing Sterling Cooper Draper Pryce's client Fillmore Auto Parts for its refusal to hire black workers in the South. When Peggy likens racial discrimination to the workplace injustices women face, Abe jokingly refers to "a civil rights march for women." Offended, Peggy departs.
The next day, Joan thanks Roger for the beauty treatment, but bristles when he asks her to dinner. "You're incapable of doing something nice without expecting something nicer in return," she says.
Abe drops by Sterling Cooper Draper Pryce with an article he wrote titled "Nuremberg on Madison Avenue." Eager to hear Peggy's reaction, he waits in reception while she reads it.
Don, Faye and Ken meet in the conference room with three Fillmore executives who cannot decide whether to target professional or amateur mechanics. Megan interrupts the meeting and whispers to Don, who excuses himself.
In reception, Don finds Sally with a woman who discovered her riding a commuter train unsupervised. Sally tells Don that she didn't want to wait two weekends to see him. When Don phones Betty, she refuses to pick Sally up until the next evening.
Peggy confronts Abe over his article, which mentions Fillmore Auto Parts. "Why should someone nice like you have to be part of that corruption?" he asks. She'll lose her job if he publishes the piece, says Peggy.
Returning to her office, Peggy notices Miss Blankenship sitting motionless. When Peggy nudges her, Miss Blankenship's head falls to her desktop. Megan again pulls Don out of the meeting to inform him of Miss Blankenship's death.
Back in the conference room, Don watches through the glass as Joan and Pete wheel Miss Blankenship out of view. The meeting ends with everyone agreeing on a new concept: Fillmore Auto Parts, for the mechanic in every man.
Don introduces Faye to Sally and asks Faye to watch her at his apartment. Faye nervously reintroduces herself to Sally. "My dad just said that," Sally replies.
Told that Miss Blankenship is being taken to the morgue, Cooper redirects them to a funeral home.
"I don't want to die in this office," Roger moans privately to Joan, again inviting her to dinner.
Don returns home. After Faye leaves, Sally promises never to run away again.
Roger takes Joan to a diner. "I wish you would talk to me about things," he says. Greg doesn't like it, Joan explains. Roger mentions his memoirs. "Every time I think back, all the good stuff was with you," he says.
Back at Don's, Sally asks her dad if he intends to marry Faye. Don suggests that Sally may see Faye again. "Oh," she replies.
As Roger and Joan walk home, a man pulls a gun on them and takes their valuables. After the mugger leaves, Joan kisses Roger. They back under a stairwell and have sex.
Sally declares that she wants to live with Don, promising she'll "be good." The next morning, she makes them French toast, and Don takes the morning off to spend time with her.
At the office, Cooper and Roger have difficulty composing Miss Blankenship's obituary and call in Joan. After Cooper departs, Roger apologizes for what happened "in the heat of the moment." She's not sorry, Joan replies, but reminds him that they're both married.
Peggy proposes that the black singer Harry Belafonte perform the Fillmore Auto Parts jingle. "Maybe it will help them with their image in the South," she says. "Our job is to make men like Fillmore Auto, not Fillmore Auto like negroes," says Don.
"I'm not going anywhere!" Sally shouts when Betty arrives to pick her up. Don asks Faye to talk to with his daughter. "We don't want your help," Sally screams, running down the hall. Sally trips and falls in front of Megan, who collects her in her arms. "It's going to be alright," Megan says. "No, it's not," Sally replies.
Sally eventually departs with Betty. Afterward, Faye tells Don she feels like she failed a test. What happened with Sally wasn't her fault, he soothes.
In Peggy's office, Joyce compares men to soup and women to soup pots. "Who wants to be a pot?" she asks. As for Abe, says Joyce, she wouldn't have helped him "if I didn't think he was some very interesting soup."
"Are you angry or lovesick?" Joyce asks. "I don't know," Peggy replies.
At workday's end Joan, Faye, and Peggy ride down in the elevator together.