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    Actresses Elisabeth Moss, left to right, January Jones and Christina Hendricks, stand in a conference room on the set of the AMC television series, "Mad Men," in Los Angeles. Illustrates TV-MADMEN-WOMEN (category e) by Lynn Smith (c) 2008, Los Angeles Times. Moved Tuesday, July 22, 2008. (MUST CREDIT: Los Angeles Times photo by Genaro Molina.)

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    Actors Elisabeth Moss, left, Christina Hendricks and John Slattery are seen at the set of "Mad Men" at the Los Angeles Center Studios in Los Angeles on Thursday, July 17, 2008. "Mad Men," the sleek drama about 1960s America set in New York's advertising world was the leading drama series contender with 16 Emmy nominations.(AP Photo/Damian Dovarganes)

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    (NYT32) UNDATED -- Aug. 22, 2007 -- MAD-MEN-FASHION-2 -- A scene from "Mad Men," a new drama series on AMC. The show features the drop-dead perfect early-1960's style (Craig Blankenhorn/AMC via The New York Times) -- FOR USE ONLY WITH STORY SLUGGED: MAD-MEN-FASHION-NYT -- ALL OTHER USE PROHIBITED

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HOLLYWOOD — In its first season, “Mad Men,” AMC’s series about a group of guys on Madison Avenue, received critical raves for its finely drawn portraits of the employees of Sterling Cooper Advertising Agency. Set in 1960, it focused on Don Draper, a glamorous up-and-comer with a double life and a secret past, and the smart, politically incorrect men around him.

But watching from a different perspective, there’s a whole different story going on. And it’s all about the women: Peggy, Betty and Joan.

In their pointy bras and flouncy petticoats, the leading women — a secretary, a housewife and a sexy office den mother — might look like stars of television shows in bygone years. They exist in a nonchalantly sexist world where men slap fannies or ask the new girl to shorten her skirt. Agency partner Roger Sterling (John Slattery), for instance, advises Draper: “Remember, Don: When God closes a door, he opens a dress.”

In pondering the question of what women want, Sterling sneers over a cigarette and a drink, “Who cares?” (And he’s the classy one.)

But while they are marginalized, the women of “Mad Men” — which begins its second season tonight at 10 — are no mere archetypes. They are complicated, glamorous, ambitious and stifled in a way that women in 1960s television never were. With 48 years of hindsight behind their creation, they are marginalized in a particularly subtle way, so that viewers might not even realize they are riveted by their struggles.

One reason, according to the actresses who play them and their creator, Matt Weiner, is that they are really about women now. Even in 1960, viewers couldn’t relate to Ozzie and Harriet, Weiner says. “The truth is: A lot of people were laughing at those shows then, at how unrealistic they were.”

In “Mad Men,” the women as well as the men have public, private and secret lives. Most dream of a fairy-tale life, married to a strong man and living in a country house. To that end, the women always look lovely, in neatly coiffed hairdos, makeup and form-fitting dresses requiring military-strength — and, as the actresses say, sometimes painful — undergarments.

As January Jones, who plays Draper’s wife, Betty, notes, “When you take the girdle off at the end of the day, everything sort of falls.”

Weiner says his main interest in writing the show was Draper (Jon Hamm). He read authors of the period such as J.D. Salinger and Norman Mailer to inform Draper’s world. But he also read Helen Gurley Brown and Betty Friedan. And as his mother, sister and wife are professional women, he says he quickly realized how dynamic the conflict in the female professional experience would be.

“I said, ‘This is the rest of the show.’ Don has a lot in common with all these women,” he says. “He’s unable to express himself; he wants to be a different kind of person than he is. His image of himself is not really who he is.”

In Season 2, the story will shift to 1962 and the mood will darken. With five of 13 episodes left to shoot, Elisabeth Moss, who plays Peggy, a secretary who rises to junior account executive, says: “There’s a sense of the stakes being higher for all the characters. Everyone has new or the same struggles, but everything is a bit more intense.”

So far, the show has been one of those cult favorites with fewer viewers (1 million average per episode) than its rave notices — and numerous awards, including a recent 16 Emmy nominations — would suggest.

But none of the actresses is complaining. “Even if it gets canceled, we’ll still be doing it,” Jones says, half-jokingly.

Moss, Jones and Hendricks say what makes their characters so interesting is that they have so many sides to them with each operating at some level of denial. Peggy, for instance, is bright, talented, ambitious and initially naive when she comes to work at age 20. She can’t trade on her looks the way Joan and Betty do, and to be taken seriously she has to learn to play the game as the men do.

“Every step she takes, every meeting, every idea, every account is a new step for her,” Moss says. “Not only her, but the men around her.”

Despite her talent and brains, it’s clear she’s as unaware as the others, “completely capable of compartmentalizing, especially when it could destroy you,” Weiner says.

Maintaining the facade of perfect wife and mother is important to Betty, but she’s “not a Stepford wife,” says Jones. Betty, who is 28 in 1960, has a college education and a former career as a model. She knows she has the life the others envy, but strange behavior sends her to a psychiatrist. Betty also formed an odd bond with a neighbor child (played by Weiner’s son Marten).

“She has the ultimate realization of luxury,” Weiner says. “She was in that world, but she’s younger than (Draper) and she knows something now.”

It’s rare in television, even now, to find rounded characters for women, says Hendricks, who plays Joan, the head secretary with a voluptuous Marilyn Monroe body and persona who claims to want a husband but stays in a hopeless affair with the married Sterling.

“I think Joan’s a little bit scared the fairy tale’s not there,” says Hendricks whose character, at 31 in 1962, knows she’s quickly passing her prime.

Hendricks, Moss and Jones say the cast always has a good laugh at the impolitic dialogue in their first reading of an episode.

“Some of it just feels absurd,” Hendricks says. “You think, ‘My God, you would never say that in public.'”‰”

But, they say, people still say shockingly sexist and politically incorrect things in public. Jones, for instance, recently found life imitating a “Mad Men” scene.

She was in an elevator with some men exactly as some characters were in a Season 2 scene, and the men were making the same sort of sexist remarks about women — as if there was no woman in the elevator.

‘Mad Men’
*H*H
Airs: 10 tonight, AMC