Plot

After promising Rothstein Mellon's distillery, Masseria is persuaded to withdraw his support for Gyp, and Margaret finds an abortionist in Brooklyn.

A gang war erupts in Atlantic City, with Gyp and nine men of his own and 40 of Joe Masseria's against Nucky, Eli, Capone's Chicago crew, and Chalky's men. Gyp's holed up at Gillian's; Nucky at a lumber yard. It's a war of attrition, with Nucky having to keep Capone and Chalky's men from killing each other while he negotiates with Rothstein by phone. Rothstein runs his own game with Luciano, Lansky, and heroin, Margaret calls on an older couple, and Richard is out there somewhere focused on protecting Tommy.—<jhailey@hotmail.com>

With the backing of Chalky White and Al Capone, Nucky engages Gyp Rosetti's forces in an all-out gang war, with mass casualties on both sides. Mayor Ed Bader (Kevin O'Rourke) is hounded by a gaggle of reporters who want to know what's being done to maintain the peace, and tries to appease them, with little success. His attempts to also convince them that he, not Nucky Thompson, runs the city, are met with laughter from the reporters, who know who the real man in charge is.

Nucky, holed up in the lumber yard, talks to Mickey Doyle (Paul Sparks) who's been detailed to Cleveland to oversee the Overholt distillery that was "appropriated" from George Remus. Mickey says that if it gets up and running, it'll be huge.

There's tension between Chalky's and Al's men at the lumber yard. Nucky tells Al he needs Chalky and his men, and Al threatens to leave. Nucky says he'll take it up with Torio, but Al tells him the deal is with him, not Torio. Al says they'll head to the boardwalk near Margate and see if Rosetti sticks his head up. Eli tells Al to watch out for civilians, but Al says they're going to watch out for themselves and tells Nucky "the rest is for you to clean up."

Tonino Sandrelli (Chris Caldovino) tells Rosetti's men to keep sober. They're looking for vices now that the women have all left the brothel. Gyp Rosetti (Bobby Cannavale) is meeting with "Joe the Boss" Masseria (Ivo Nandi) and tells Tonino to keep everyone away from there. Masseria questions Gyp about how many of his men he gave him. He's lost 12 of Masseria's 43 men, "and for what?" Masseria asks.

Gyp has the hotel, casino and warehouse, but Masseria notes, "You don't have Nucky Thompson," and Arnold Rothstein is still very much in the game. Gyp insists that many of Nucky's men are black and don't count, but Masseria reminds him they're from Atlantic City and that's why they're fighting. Masseria wants to know where Nucky's other men are from, but Gyp is dismissive. Gyp vows to keep his promise to Masseria, who sets the clock on the mantle and turns to tell Gyp, "Perfecto. Now you know what time it is."

Gillian brings a sandwich, Oreos and milk to Tommy's room, which is guarded by Rosetti's men, who have to let her in. Tommy hides in his teepee and doesn't want to eat. Gillian can't coax him out. She leaves.

Eli is working on a car at the lumber yard and Nucky goes out to help. They have a little brotherly moment talking about an old car that Nucky sold Eli and helped keep running. Nucky asks Eli if he's got his family kept safe. Eli says yes and asks Nucky about Margaret and the kids. Nucky slips while fixing the car and makes a mess, and Eli laughs. Eli says they're just "two Pineys in a broke-down car," using a derogatory term for Jersey's Pine Barrens, who were thought to be criminals and simpletons. Nucky wonders if they're paying for getting greedy, trying to get just a little more when they already had enough.

"I never told 'em to pass the 18th Amendment," Eli says. "Did you?"

Nucky wonders where it's gotten them. Eli tells him to worry about that after Gyp is dead. Then they'll keep the town running again and keep everyone in line. Nucky tells Eli he'll never be sheriff again and that no one will want to come close to him (Nucky).

On Nucky's orders, Mickey calls Rothstein, and informs him about Nucky's deal with Andrew Mellon to run the Overholt. Mickey says he'd bet Nucky, whose back is against the wall, is willing to give up anything "to keep from going under for a third time." Rothstein is interested.

Lucky is being questioned by the agents who arrested him. One of them starts to beat him while asking who he supplier is and who fronted the money. Lucky gives up no info on either. Lucky offers to show them 50 pounds of heroin, but wants to know what's in it for him. They tell him the best he can do "is not lose."

Gillian drops into what now appears to be Gyp's office in her house. Gillian says it must be hard to be away from his two daughters. He says they're "16 and 14, I think." She tells him about Tommy, who's only 6. She's tried to shelter him, but "it hasn't been easy," she says. She suggests she and Tommy go someplace else "just for a bit," but Gyp doesn't want that. He says he likes having her around and would "get anxious" if he didn't know where she was. He assures her "this is going to work out." He says they'll get things settled, "and you and men, we'll show this town how it's done." He says he'll treat her like a queen. She asks where he'd be.

"I'm way down below," he says, "like a little bug, crawling around on your toe."

This conversation starts to veer toward the kind of sexual stuff we know Gyp to be in to, and Gillian asks, "Is that what you like?"

He says he's "just having some fun." Gillian says people have fun in different ways and "there's no need to be ashamed of any of them." He says she's "a pistol," and Gillian invites him to pull her trigger. She gets close enough to whisper in his ear, "I don't know about you, Gyp, but sometimes I wish someone would give me exactly what I deserve."

Rothstein calls Nucky with "an offer." Nucky wonders how he got the number at the lumber yard. Rothstein says that's not important, then offers "for a percentage of ownership" in the Overholt distillery to arrange for Masseria to pull his support from Gyp. Nucky asks, "How much of a percentage?" Rothstein says, "99." Nucky confirms they have a deal and Rothstein says, "You'll be hearing from me later."

Nucky hangs up the phone and tells Eli, "Big bait catches big rats."

In Brooklyn, Margaret is using a fake name while meeting with a doctor who can give her an abortion. In the room, the aide tells Margaret she can take her time making a decision.

Lucky is out of custody and talking with Meyer Lansky while they want to see Masseria. He tells Lansky that he was collared, but he "worked out an angle" and he's not doing time. He says no one should know and they should just go on. And he'll pick up the hit, pay for what was taken out of his pocket. Lansky is angry.

Called inside to see Masseria, Lucky and Lansky see a stash of heroin on his desk. Masseria seems happy to see them and even shakes Lansky's hand, while asking his name. They wonder if it is theirs. Rothstein walks in and announces that he and Masseria have agreed to new terms of peace given the new circumstances. Masseria angrily says this new arrangement came about after the heroin, which Masseria paid for, came to belong to Rothstein. Lansky asks how he got it, and Rothstein says Lucky "gave it" to his associates. He introduces his men, Sam and Gaitano, who walk in. They're the "agents" who collared Lucky. Rothstein smirks.

Lucky is angry at being set up. Lansky has to hold Lucky back from attacking Rothstein, who cooly stands there and stares at him. Lansky reminds Lucky that if he doesn't shut up they're "both dead." Rothstein says there's only so much you can teach someone before you reach the limits of their capability, and this makes Masseria smirk. Rothstein asks Lansky if he understands and Lansky says he does. Rothstein says it's his job if he wants it, then he invites Masseria to join him in the heroin business on one condition: he must cut loose Rosetti and the gang war going on in Atlantic City.

Al and Chalky's men have another tense exchange at night at the lumber yard. Al pulls his gun again and Chalky asks him, "What you so scared about?" Al puts the gun down and they start a fistfight that's broken up quickly when Eli fires a couple of shots into the air. Nucky announces he's heard from Rothstein. Gyp is at the Artemis Club and Masseria is withdrawing his support. He asks to talk to Al and Chalky in private. He tells them they "can kill each other later," and says they should plan this thing out in the meantime.

Gillian shows up in lingerie to see Gyp. She tells him she's there to please him. She starts to remove his jacket and he stops her, saying, "Only I do that." He takes it off, along with his holster and revolver. She asks him what he's intending to do to her. He violently describes what he's going to do to her and tells her she's "worthless" and knows she deserves everything she's going to get. She refers to herself as a "worthless little ape," to which Gyp asks, "Are you laughing at me?"

"Why wouldn't I?" she asks. "Everyone else does."

He chokes her for a moment, then walks away and pulls off his belt. She takes in and wraps it around her neck. She pulls him by the belt to the bed and chokes him, and pulls a syringe out from under a pillow. But Gyp catches her before she can inject him in the neck with it, and instead injects her.

Before Gyp can go any further, he's alerted by the sound of cars starting up and notices all of Masseria's men leaving the club, having been recalled to New York. As he's getting this news from his own men, Richard Harrow attacks the club, carrying several handguns and a shotgun. Gyp and two of his men escape, leaving Tonino and the others at Richard's mercy.

Harrow heads upstairs, kills two men in the hall and has one more guy sneak up on him from behind. After a brief struggle, Harrow gets a pistol muzzle to the man's chin and fires, splattering his face and mask with blood.

Harrow proceeds to Tommy's room, where he finds one last man standing behind Tommy and holding a gun to the boy's head. He tells Harrow to put his gun down.

After a tense standoff, Harrow slowly crouches to the ground and starts to place the shotgun on the floor. Just as the gun is almost on the floor, Harrow raises it enough to fire one shot square at the man's left eye and Tommy runs into Harrow's arms.

As Masseria's men leave town, they are ambushed by Al and Chalky's men, who mow them down with gattling guns and pistols. After exchanging pleasantries, they part their separate ways.

Nucky and Eli walk through Gillian's house and step over bodies all along the way. Upstairs, Nucky sees Gillian barely conscious on the floor of the hallway. Gillian has no words to who was responsible, instead venturing deep into her past by then referencing her rape at age 13 by the Commodore after Nucky sent her to him, clearly delirious. Nucky hears a noise and nods to Eli to head that way. The noise is Tonino, hiding in a closet with a gun pointed at the door.

Harrow carries Tommy, who's sound asleep, to the Sagorsky house. Julia (Wrenn Schmidt) answers the door and Harrow tells her not to turn on the light. He tells her neither of them has been hurt. Her father (Mark Borkowski) turns on a light in the house and she sees the blood on Harrow's face. Harrow tells her it's neither of theirs. Her father tells Julia to take the boy to one of the rooms. He seems sober and tells Harrow that he'll talk to Julia the next morning.

"No," Harrow says. "He's safe. That's all that matters."

Esther Randolph (Julianne Nicholson) gets a call from Andrew Mellon (James Cromwell). He asks if she's somewhere where her conversation might be overheard, then tells her that a "certain business enterprise" of his has been illicitly commandeered by criminals. He tells her to go there, shut it down and arrest anyone involved in its operation.

"You want me to arrest Enoch Thompson?" she asks.

Mellon says it was Mr. Thompson who brought it to his attention. Randolph asks who they're talking about, then.

"Arnold Rothstein," Mellon says, with an aide whispering the name into his ear.

Randolph looks stunned and Mellon hangs up.

Tonino arrives at the beach where he rendezvouses with Gyp and the other two guards. Tonino talks to Gyp about how they should lay low for a while. Gyp starts to lose it a bit, imitating Nucky's voice and quoting Nucky about how he shouldn't take things personal. Musing about his future career, he steps into the sand and starts to relieve himself, while singing the "Barney Google" song. He's abruptly cut off midsentence when Tonino stabs him in the back with a knife, then turns him around, and stabs him in the heart. He and the other two guards watch Gyp choke on his own blood, then keel over, dead. Tonino then reports to Nucky and Eli, who are sitting in a car nearby, and is instructed to return Gyp's body to New York for Masseria to see, as a message.

In bed that night, Margaret reaches down and feels blood. She uses the bathroom and, on her way back to her room, sees Nucky. He says he just wants to talk. He promises he won't hurt her, and forgives her for whatever happened in the past.

"I forgive you, and it's time to come home," he says.

He tells her that her life is with him and she needs to ask herself how much she's willing to sacrifice "just to prove some point that doesn't matter to anyone."

He pulls a wad of cash and tells her that nobody's watching or judging, encouraging her to take it for herself or for the children.

"This is only money," he says. "It doesn't mean anything."

"Yes, it does," she says, before walking past him down the hallway and closing her door.

Later Nucky walking down the vibrant boardwalk at night. The doorman at the Ritz nods and opens the door, but Nucky walks the other direction to take a look at the ocean.

A man walks up and cheerily says, "Say, you're Nucky Thompson, aren't ya?"

Nucky gives a scowl and the man shuffles away.

Nucky drops the red carnation from his lapel on the boardwalk, lights a cigarette, then walks back through crowd seemingly disappearing into it.