How I came to compose “Lipstick” for Mad Men.

“Lipstick” is one of my most loved music cues from the series “Mad Men.” The funny thing is that I never composed music for that famous scene in season 1. It’s true but hard to believe, right? After scoring the pilot episode, I worked on episode 102, the second episode in the series titled “Ladies Room.”

Mad Men's Lipstick

“Office Tour”

In “Ladies Room,” Paul Kinsey gives Peggy Olson a tour of the office, and they make a lunch date for another day. When I went to the early cut of the episode, I decided that scene could use a bit of upbeat score to accompany Paul and Peggy through the scene, pausing for his quote of Rod Serling’s “submitted for your approval,” which I would never ever step on! So I scored it with a medium swing small big band sound to give it a bounce, as the actors had when walking through the set. I was happy with the cue and was expecting it to easily go into the final cue. So I sent it to the editor to show producer Matthew Weiner, expecting the best.

Ladies Room Mad Men, Peggy Olson and Paul Kinsey
Mad Men’s Paul Kinsey and Peggy Olson

It didn’t go well 😔 – rejected. I tried again, but “no” once more! I gave up, and the scene remains “dry”, without music. Honestly, I needed a few episodes to learn what worked for Mad Men. This was an early lesson that I needed to learn – only so much underscore could be tolerated by the producers of the show. I myself have a light touch in scoring, so I had a good start, but there is always a learning curve.

Mad Men’s “Office Tour” returns as “Lipstick”

Ladies Room Mad Men, Peggy Olson

In episode 6, I was surprised to find that my cue from the “Office Tour” fitted perfectly with the montage of the “Belle Jolie” lipstick.

The editor, Malcolm Jamison, later told me that Matthew Weiner felt sorry for me because Malcom’s temporary music was so good. But it turned out that my cue worked even better! He was stunned when he learned it was a Carbonara original! So, although the process for “Lipstick” was not traditional, it all worked out for everyone. And in fact, the cue was used more than once in the Mad Men series.

So, thank you Malcom and Director Andrew Bernstein for transforming “Office Tour” into “Lipstick”.

“Lipstick” on Spotify

Okay, less about Lipstick and more about “Mad Men” here:

And check out the infamous Mad Men Christmas Conga!

Now Streaming!

Rising above the “predicability” machine.

My single, "Inverse Probability" produced with Ableton Live

Through the first half of 2023, I’ve been enjoying experimenting with adding “randomness” into my music with Ableton Live. Why? Because after decades of living with my musical influences, I’ve been aching for something new in the techniques that I use and the resulting music. I hope to stretch the genres that I’ve found myself living in and “beat the algorithm” that has placed me and my music on the path of predictability. In a way, I’d like to rise above the algorithm machine!

I began using Ableton Live’s plugins that incorporate a “random” feature, and there are many, along with MIDI controllers that can randomize pitch, chord intervals, scales, velocity, and chance of triggering the note. These, combined with traditional arpeggiators, delays, and step sequences, for example, have given me the opportunity to stretch my creative process in producing something “out of the box” for me.

Although the scale and range were chosen by me, the plugins took over which notes were played, resulting in a unique, unpredictable outcome every time the track was played.

My single, “Inverse Probability”

“Inverse Probability” is the first track of 7 that I will be releasing this fall. Think of this project of mine as a back-to-school sampler I’m calling “Math Class”. Each track has its own inspiration, but I had the subject of Math front and center in my brain as I composed. Yeah, we’re here in 2023 for sure.

My single, "Inverse Probability" with Ableton Live

But this single, “Inverse Probability,” started out as a demo for a podcast that never came to bear fruit, so I took the string rhythm and basic groove and went into a deep dive, learning the art of applying “randomness” in Ableton Live to expand the track, and the result is what I have here.

The track will be released on Sept 1, 2023 and there’s a pre-release download on August 25, that ‘s one week before the release.

you can check it out here:

“Nostalgia” says Don Draper in Mad Men’s carousel pitch, “it’s delicate but potent. Teddy told me that in Greek, ‘nostalgia’ literally means ‘the pain from an old wound’. It’s not called the wheel, it’s called the carousel. It lets us travel the way a child travels – around and around, and back home.”

Mad Men’s Carousel Scene. One of Don Draper’s finest pitches.

Many have considered Don Draper’s powerful pitch for the Kodak Carousel in the finale of season 1 of Mad Men to be his greatest pitch. And yes, it certainly was to my ears. Jon’s voice always captivated me, and he influenced the way I composed for the show. As a result, I focused more on scoring Don Draper’s scenes than the others. Just have a look at the YouTube video above.


The product in question, a slide projector with a rotary tray for storing photographs, is tentatively called the Wheel. But Don believes it is capable of something more. “It’s not called the Wheel,” he says. “It’s called a Carousel.” As he flips the projector from slide to slide, he contemplates the memories onscreen. A picture of him pushing his son Bobby on a swing set in the park, lying with his daughter Sally on the couch on Christmas morning, a younger version of himself kissing his wife Betty on their wedding day.
Don’s presentation is beautiful, nostalgic, genuine. He uses anecdotes, invokes the memory of Rachel Menken and even throws in some Greek for good measure. All the while, he thinks of his family and how he’s neglected them throughout the years. His half-brother just committed suicide. He longs for better days.
“It takes us to a place where we ache to go again …. It lets us travel the way a child travels. Around and around and back home again, to a place where we know we are loved.”
It’s the greatest sales pitch of all time.

From Emily St. James, AV Club

“The Wheel’s” greatest stroke is that it takes the way that back-story motivates Don and moves it from the theoretical to the achingly tangible. On the one hand, the centerpiece of “The Wheel”—a long, masterful pitch from Don that lands Sterling Cooper the Kodak account—is complete and utter hokum. Designed solely to provoke an emotional response that will be so undeniable the company will reach up and land business with a firm far larger than it deserves. On the other, it’s a pitch so good, so nakedly emotional, that Don actually sells himself. He runs home to be with the family he could use to backfill those happy memories, maybe, only to find the house empty.

Noel Murry, AV Club

My favorite scene: Back in the boardroom, pitching Kodak on “The Carousel” slide projector–not “The Wheel,” as the episode is pointedly called–Don describes the difference between the newness that advertising tries to sell and the nostalgia that it simultaneously tries to speak to. In addition to encapsulating one of the key themes of the series, Don’s speech sums up a lot of Mad Men’s appeal. It’s at once a classic TV drama with a sense of retro style and a sophisticated one in look and tone, on the cutting edge of elliptical television storytelling in the same manner as The Sopranos and The Wire. Mad Men is only a perfect show in that forgiving TV realm where 80% is as good as perfect. But I’m ecstatic that it’s been renewed for a second season, because with this cast, these writers, and this premise, next year Mad Men might clear 90.

Jon Hamm in The Carousel from Mad Men as Don Draper pitching the Kodak carousel

Final Thoughts

The Carousel from Mad Men is a brilliant piece of writing by Matthew Weiner, as well as creative editing by Malcolm Jamison. But if it wasn’t for Jon Hamm’s performance, I don’t think I would have scored the scene as well as I did. I will forever remember the Carousel scene in Mad Men as one of the greatest moments in television history. It showcased the brilliance of the show’s writing, directing, and acting, leaving a lasting impact on all who watched it. As a composer who had the privilege of scoring Don Draper’s scenes, I am grateful for the opportunity to be part of such a remarkable piece of television artistry.

Don and Betty Draper in The Carousel pitch from Mad Men

Check out on YouTube and scroll through some of the comments and you’ll see how this scene has touched many people. Also, my video page here.