Mad Men Season 5 (Episode 11): The Other Woman

Why Mad Men Episode 11 (Season 5) Worked:

•  The whole Indecent Proposal setup.  Yes....it was a bit implausible but it was a great device to stir the pot and make things happen.  It was a springboard into tense scenes like the one between Pete and Joan when he first brings up the idea of her sleeping with Herb the Jaguar client.  "You're talking prostitution," she protests mildly.  "I'm talking about business on a very high level," retorts Pete.  Surprisingly, Don and Roger resist the idea of Joan sleeping with Herb.  Lane also got in on the action with some helpful (and lucrative) advice to Joan about nabbing a 5% ownership of the firm.
• The clever replay of Don's scene with Joan when he comes to her apartment to tell her not to sleep with Herb.  In the replay, we learn that Joan already spent the afternoon with Herb. 
• Don's short but bitter scene with Megan where she says she'll have to spend three months in Boston if she gets the part.  It was one of their best ever.  I think Jon Hamm is a better actor when he's playing the aggressor but in this scene, he totally nailed it as the lost, powerless husband. 
• Lane's fixation on the Christmas bonuses.  London....we've got a problem.
• Megan's audition with three men who treat her like meat....kinda like the way Herb views Joan.  
• Peggy's resignation speech to Don and Don's failed counter offer.  It was her best scene of the season (finally!).....and his too.

Why Mad Men Episode 11 (Season 5) Didn't Work:

•  Don and Megan hooking up in his office. Enough with the supposed hot sex already.  Most times when they're on the screen together, I dive into my Blackberry iPhone.
• Ginsberg pitching Don new Jaguar copy.  Annoying.
• The cutting between Don's pitch to Jaguar and Joan's rendezvous with Herb.  A little too slick for its own good. 
• The title of the episode.  Why not "Indecent Proposal?"

Overall Grade for Mad Men Episode 11 (Season 5):  

• B+.  Very solid effort.  The premise was a bit contrived but they pulled it off with some sharp writing and top-notch acting.  But the big question:  does Peggy walk into the elevator shaft as she walks out of Sterling Cooper?