In the Bible, the Tower of Babel — a name synonymous with the kingdom of Babylon in the original Hebrew script — stood as a symbol of man’s attempts to elevate himself to God’s level. And the God of Israel, not eager to share His glory, recognized the human potential for greatness through collaboration and struck down the tower, rubbing salt in the wound by creating the many languages of the world as He scattered Babel’s creators across the many lands, thus ensuring a perpetual state of conflict among humankind.

In “Babylon,” the towers may be as large as skyscrapers or small enough to fit into a purse, and the climbing is often of a social nature. Yet there’s a fundamental disconnect among the citizens of New York, the Babylon of the modern world, as profound as any alluded to in biblical tales. Don Draper serves as the linchpin of the story: The man who doesn’t belong in any world.

In fact, the episode gets right to the point. Don kicks things off by slipping and falling on the stairs as he brings Betty breakfast in bed to celebrate mother’s day. His spill causes him to strike his head and experience a hallucination of a childhood memory, and not just any memory; he suffers a vision of his half-brother Adam’s birth. Don begins rejecting Adam right away (“He ain’t my brother,” young Don — or rather, Dick — sniffs with disdain), and present-day Don seems stunned to have fallen forcefully back into the life he longed to escape. Yet neither has he ever truly accepted the life of domesticity represented making breakfast in bed for mother’s day, forever impeded by the restlessness instilled by his unhappy upbringing.

We see that ennui in action in “Babylon” as he begins the episode doting on Betty, affectionately talking and making love with her. But by the end, he’s making weak excuses to rebuff her bedroom advances (“It’s hot, and I’m reading a book about the desert”) as he flirts with Rachel Menkin in hopes of striking up a new affair and acts possessive of Midge as he’s confronted with the reality of his current mistress’ other lovers. Is it just the reminder of Rachel that cools his passion for Betty? Is it just that Betty’s joke about him “being caught cheating” in the bedroom cuts too close to the truth? Or is Don simply obsessed with what he can’t have, which makes his wife (who admits she spends her days longing for him) uninteresting next to the aloof woman from another culture and another world?

Rachel reenters Don’s life specifically because the Israeli tourist board comes to Sterling-Cooper looking for a campaign to convince America that Tel Aviv is an amazing place to vacation (please disregard the shooting and carnage and refugee camps). We see the initial meeting, which is as perfect a post-Babel example of linguistic dissonance as yet depicted on the show. Don again ascends — this time taking an elevator to his office in a towering skyscraper — in order to join a conversation of people speaking the same language yet barely understanding one another. The Israelis try to flatter the agency by referring to Sterling-Cooper as “traditional” and suggesting Don is their target audience, both of which gambits are met with mild umbrage. Conversely, Don makes references to the Bible and to Sao Paolo’s giant statue of Jesus, remarks that clearly discomfit his prospective clients.

Don turns to Rachel in part because his art director Salvatore’s remarks about sexy “Jewesses” gets him thinking about their stalled flirtations, but also because she’s frankly the only Jew with whom he has any sort of interpersonal relationship. And despite her obvious annoyance at Don’s casual racism and ignorance (ever frank, she calls him out on his use of the phrase “those people”), she’s taken in by the way he lets her see the flawed man behind the debonaire façade. Rachel dispels his misconceptions about Zionism, Israel, and the roots behind the tumultuous gerrymandering in the Middle East that followed in the wake of World War II. He clearly makes a good impression despite his faux pas, as she later finds herself contemplating an affair with him, despite rationally understanding what an absolutely terrible idea that would be.

It’s only at the end of the episode that the theme of “Babylon” is explicitly stated, as Midge’s beatnik paramour Roy berates Don for being The Man: “You hucksters in your tower created mass consumption,” he sneers. Don takes it all in stride, trading barbs until Midge calls for a peace treaty. But despite the moment’s detente, Mad Men shows here for the first time in truly clear terms the battle lines that will be drawn throughout the ’60s: Don, an aging engine of capitalism selling products for corporations, and the growing counter-culture insurgency sweeping the nation’s youth.

While Don and Roy are probably separated by only 10 years age at most, they live in radically different worlds and aspire to radically different things. Beneath it all, Don Draper is Dick Whitman, the unloved and unloving country boy who grew up to take an assumed identity and wear his grey flannel suit as a disguise, and over time he’s learned to navigate the particulars of the business world. The East Village beat cafe that Midge and Roy take him to, however, is a truly alien world to him, and always will be. The proto-hippies’ politicized poetry and dramatic readings of newspaper wedding announcements fall on his ears like the discordant babble following Babel’s diaspora.

This imagery carries through into the B-plots as well. Roger Sterling, it turns out, is sleeping with office manager Joan Holloway, a fact we learn only moments after meeting his diffident wife and sassy daughter. Joan is happy to enjoy their dalliance, but she balks at Roger’s pressure to make the arrangement exclusive, prompting him to contemplate locking her in a tower — in this case, a fifth-floor walk-up. His gift to her, a caged bird, doesn’t go over so well with the defiantly independent Joan; as an avid reader, she’s no stranger to symbolism.

And yet, not every callback to the Tower of Babel ends in unhappiness. Don’s wide-eyed secretary Peggy stumbles into a new career as a writer amidst an in-office focus test of Belle Jolie lipsticks. While the rest of the room whirls into chaos as her female coworkers coo and giggle over a box of lipsticks, Peggy sits detached from the group, uninterested in trying out products that don’t interest her. She maintains a clarity of mind amidst the babble and speaks the language not of her peers but of the staff copywriters, startling her male counterparts with the shocking realization that women can be clever, too. Surely it’s no coincidence that the shape of these little tubes of lipstick — tiered, angled, cylindrical — echoes that ancient Mesopotamian towers.

The episode ends with one of Mad Men‘s few original musical creations, a cover of Don McLean’s “Babylon” (an anachronism given that the American Pie album wouldn’t be released until the following decade… but if the song fits, you must acquit):

It plays out amidst scenes of spiritual and even physical separation among the citizens of Mad Men‘s New York.