In October's second-season finale, the world shifted under the feet of both Don Draper (Jon Hamm) and Sterling Cooper - with the looming Cuban missile showdown as metaphor for the Drapers' personal crisis. But Don moved back home and learned that Betty (January Jones) was pregnant. Sterling Cooper was about to be swallowed by the giant British agency, Putnam, Powell and Lowe.

With the merger completed, Sterling Cooper's Duck Phillips (Mark Moses) tried to make an end run around Don but failed, dramatically. Pete Campbell (Vincent Kartheiser) learned from Peggy Olson (Elisabeth Moss) that she had had his baby and had given it away.


Last year, creator Matthew Weiner indicated the show would jump ahead two years each season, but as the guys at "Lost" have established, time frames on TV dramas are meant to be broken. Sunday's episode takes place only seven, maybe eight, months after the close of the second season, or around spring of 1963 (the exact date is not specified).

Don and Betty's baby has yet to arrive, while Betty is still laboring - yes, pun intended - under the illusion that Don hasn't changed at all, and her home life can still be perfect. Sterling Cooper, meanwhile, has been conquered/divided by the Brits, who have slashed a third of its staff and imported a management style that borrows generously from Machiavelli and Stalin. No one is safe, with the possible exception of top-tier management or the top women, including Peggy - who refers to one of the British functionaries as "Moneypenny" - and Joan Holloway (Christina Hendricks).

"It's a gynocracy here," says one of the Englishmen.

"You think?" says the other.

Meanwhile, Draper and art director Salvatore Romano (Bryan Batt) head to Baltimore to meet the London Fog clients. Ever resourceful, Don has an experience on the trip that lends inspiration to the new Fog campaign, but he also learns something about Sal.

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Last season, "Mad Men" drifted perilously close to the land of overpraise - Everything Here Is Genius! Sheer Genius! Which was sheer silliness, of course.

Solid praise should and still does suffice. (The show did win an Emmy for best drama, and is nominated again this year.)

On Sunday, the pace in spots feels a little languid. You also may find yourself wondering, will Don ever grow up? But "Mad Men," as ever, remains a solid and beautifully produced TV program. Best of all, this episode promises a compelling third season. Fans will find much to savor.