Just when Mad Men starts turning into a gossipy, love triangled drama, it grabs the wheel and reverts to its business ways. In episode 12, all of Mad Men’s relationship issues were put down to highlight a bigger issue: That SCDP is down and almost out.

With Lucky Strike gone, SCDP is on its last leg. Don starts the episode in a gray suit and black tie, looking more serious than ever, in a meeting with Heinz. Desperate for business, Don will do anything to sign a client, but the fish aren’t buying. The SCDP accountant brings in more bad news to the conference room where we find Roger in another blue look, this time it’s a three piece suit, Pete in gray, Burt in sky blue, and Faye in a black and white optical print blouse and gray slim skirt. Aside from Burt, who’ll later resign in a khaki colored get-up, the colors of SCDP are dreary.

Roger reverts back to a gray suit later, Don gets gloomier in gray and black, Lane keeps it dark toned and somber in mismatched black jackets and tan vests, and even Peggy can’t help but feel down wearing a jet-black short sleeved dress with white, vertical stripe accents.

But just when you thought it was too bleak to watch, there, out of the bustle of midtown, appears Midge.

Midge may have been one of Don’s favorite girlfriends, or at least one of the audience’s favorites because she introduced the cool, downtown scene to the uptown, uptight world that Mad Men once was. Lurking in the Time & Life building lobby, Midge is a vision in a yellow dress and cobalt cardigan, with chunky beads around her neck and an adorable black beret on her head. She seems to have resolved her beat passions with her business ones, making art for Life Magazine. But just like SCDP, however, Midge’s life has taken a nasty turn. She’s hooked on heroin and looking for Don to make a donation. He shells out $320 and takes one of her strange Ab Ex paintings, a timely coincidence with MoMA’s Ab Ex NY exhibit that just opened.

Upstate, Betty and Sally are moving along well with their therapy… well, at least Sally is. Wearing a variety of cute, plaid ensembles, as well as a peach printed shirt and cerulean skirt that could’ve walked Karen Walker SS11, Sally is handling herself more like an adult, while Betty, in a lilac full dress and later in a white dot slim dress is acting more and more like a child. Betty snaps when she sees Sally sneaking off to play with Glenn, storming out of her car in light green cropped pants and a baby pink shirt. The colors of Betty’s wardrobe this episode are those of a newborn baby, devoid of grown-up emotions, as opposed to Sally’s vibrantly colored clothes. In the most childish move of all, Betty declares herself finally ready to move, solely because Sally is getting the attention that Betty feels she deserves.

While things were looking down on Mad Men this episode, there’s always something to liven our spirits. Megan sported a variety of cute ensembles, from a navy dress with coral scarf, to a ringer for the Café Gitane uniforms (that’s lime green A-line dresses), and even her seafoam ensemble from some episodes ago, which she wore in a shot that placed her behind a glass wall, between Don and Faye. Faye, who’s style is not the most elegant, wore a red suit at this episode’s close that looked like what the drag version of Mao would wear. It was truly horrific. Joan, who made but a brief appearance, was in peach and later blue florals. Peggy sported a coral and white dress that emphasized her super tiny waist, and Trudy, the true star of Mad Men style, wore a light blue tent top and pencil skirt proving that post-pregnancy and new motherhood is no excuse not to look fabulous.