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!

“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.

Mad Men’s Second Season Premier

Mad Men Valentine’s Day – Don takes Betty to the Savoy Hotel. While there, they run into Juanita (Jennifer Siebel Newsome on Mad Men) an old roommate of Betty’s from her modeling days, accompanied by an older business executive. Don points out to Betty that Juanita is clearly now working as a call girl. 

We all remember Betty’s entrance!

“Song of India” which I recorded for this scene in Season 2 premier had to do two things for it to work. The first was it was to be used as playback for the on camera actors at the hotel. It was decided on a trio, Violin, Harp & piano. The second task was to become gigantic in orchestration to underscore Betty descending the hotel staircase to meet Don for their special Valentine’s date, as a result we can’t for get her entrance.

Here’s her entrance:

“Song of India” by Nikolai Rimsky-Korsakov, recorded and produced for Mad Men by David Carbonara

Later that night, Mad Men Valentine’s Day turns into Nightime

In the Drapers’ hotel room, a more confident Betty shows Don a sexy merry widow she has bought. The boldness throws Don, and when they try to have sex, he is impotent. The evening ends with Betty and Don watching the Jackie Kennedy TV special, A Tour of the White House with Mrs. John F. Kennedy. Also watching the special is Joan Holloway and her new doctor-boyfriend, and Salvatore Romano, who is newly married. Pete sits alone watching cartoons, eating the chocolates he purchased for his wife.

The season premier ends with Don reading the Frank O’Hara poem Meditations in an Emergency. “Now I am quietly waiting for the catastrophe of my personality to become beautiful again.” The underscore is a call back to season 1, specifically “The Carousel“.

There are many montages in the series Mad Men, The Man With The Miniature Orchestra is one of my favorites. Not sure exactly why, it may be the simple hypnotic piano, against the warm strings. But maybe it’s the voice over, which this time isn’t Don Draper (Jon Hamm), but Ken Cosgrove (Aaron Staton).

The voice of Ken Cosgrove, played by Aaron Stanton brings a unique touch to “The Man With The Miniature Orchestra” montage in Mad Men. As he narrates over the captivating piano and warm strings, the scene unfolds with a subtle elegance. It’s a departure from Don Draper’s usual narration, but Ken’s voice adds a fresh perspective to the storytelling.

“The Man With The Miniature Orchestra” stands as a testament to the show’s meticulous attention to detail and its ability to create emotional resonance through sound and visuals. It’s a mesmerizing experience that draws viewers further into the world of Mad Men.

As the series continues to captivate audiences with its compelling storytelling and nuanced characters, montages like this showcase the artistry behind the scenes. They serve as a reminder of the show’s ability to transport us to another time and place, immersing us in the world of advertising and the lives of the characters we’ve come to know and love.

Whether it’s the hypnotic piano, the warm strings, or the voice of Ken Cosgrove, “The Man With The Miniature Orchestra” montage holds a special place in the hearts of Mad Men fans. It’s just one example of the many captivating moments that make the series a true television masterpiece.

Aaron-Staton, The Man With The Miniature Orchestra

Loved scoring to Aaron’s Staton’s voice over as sits in bed writing.

Here’s my piece:


“The Man with the Miniature Orchestra”

You also might enjoy, “Family Supper” the end credit music to S7,Ep6 “The Strategy