"Jimmy deserved better than this," Richard Harrow (Jack Huston) says with disgust. The "funeral" for Jimmy Darmody (Michael Pitt) is equal parts sham, disgrace and an utter joke. Shockingly killed off at the end of season 2 by his mentor and only real father figure Nucky Thompson (Steve Buscemi) as vengeance for an earlier betrayal, Jimmy's mother Gillian (Gretchen Mol) has spent the last few months in delusional mourning, claiming Jimmy was off on one of his "adventures" rather than acknowledging his death. But when faced with practical matters — her brothel business is failing, the house being in Jimmy's name stopping her from acquiring a loan — Gillian proves her head's not entirely in the clouds and she can be sinisterly lethal. Buried in lieu of Jimmy is the dead-ringer Roger McAllister (Billy Magnussen), a handsome bumpkin Gillian lured into her web for the specific purposes of having a surrogate body to bury. It's ruthless stuff and it makes Harrow, Jimmy's dear friend, ill and sickened by the charade Gillian puts on.
Having secured her loan, now that Jimmy is legally dead and the house is in her name, Gillian puts an immediate end to her strained business relationship with her former lover Charles "Lucky" Luciano (Vincent Piazza). While he's sleeping in one of her rooms with one of her whores, Gillian pays him a visit, kicks him out and then tells him she want him out of the business. She hands him a check to cover his end and the kiss-off is complete. More importantly she comes across a key bit of information. Lucky, New York bootlegger Arnold Rothstein (Michael Stuhlbarg) and Nucky Thompson will be dining at the supper club Babette's in Atlantic City tonight.
Meanwhile, Nucky, his brother Eli (Shea Whigham) and his bodyguard Owen Sleater (Charlie Cox) are informed that Jimmy Darmody has died. Considering Nucky pulled the trigger over a year ago and Sleater and Eli were present, all the men are baffled to see the news in the newspaper. To keep up appearances, Nucky pays an unlikely visit to Gillian to pay his respects. They play the charade, that Jimmy succumbed to narcotics and was cut down in his prime, but they both know the cold truth. Suddenly, Gillian can't stand it anymore and throws a drink in Nucky's face. Seething, but controlled, the bootlegging kingpin reminds her that he controls Atlantic City and if he wanted to snuff her business out, he could do so with a snap of his fingers.
Later in the episode, Gyp Rosetti (Bobby Cannavale) visits the brother and Gillian laments Jimmy's loss, telling the gangster and his crime lieutenant Tonino Sandrelli (Chris Caldovino) to cherish their children, but her monologue is just a little game for her bigger play: telling Rosetti where Nucky, Rothstein and Luciano are dining this evening. "Have you fallen out? I hadn't realized," she said, playing innocent while Rosetti and Sandrelli exchange knowing glances.
Having met with her in the last episode with a proposition to get her career back on track, Nucky arranges for Esther Randolph (Julianne Nicholson) and the corrupt special investigator for the Department of Justice Gaston Means (Stephen Root) to meet and Means tells Nucky where he can reach a possible ally: Secretary of the Treasury Andrew W. Mellon (James Cromwell) who is responsible for enforcing prohibition. He despises the crooked Attorney General and Chief Law enforcement officer of Prohibition Harry Daugherty (Christopher McDonald) and Nucky's plan is to convince Mellon to go around the Attorney General and convict bootlegger George Remus (Glenn Fleshler) instead of himself. However, Remus and Daugherty are in cahoots, so why should the Secretary of the Treasury care?
Nucky, who inveigles his way into an exclusive social club to talk to Mellon appeals to his hatred of Daugherty and his anti-government politics. "That's what democracy gets you, bandits fighting over a cut of the loot," Mellon sneers, calling income tax "sanctioned robbery with no constitutional basis,” as Nucky nods in agreement. Nucky positions himself as a simple businessman with a proposition: go after Remus, which leads to an indictment of Mellon’s enemy Harry Daugherty and in exchange, Nucky stays quiet about the secret whiskey distillery that Mellon owns and runs it for him for free. Melon listens intently, but then swiftly has him kicked out of the club.
Having rekindled their affair, Owen and Margaret Thompson (Kelly Macdonald) spend an afternoon together trying to select a birthday pony for Emily. With her marriage to Nucky up in the air, she's troubled about the future and is concerned about Owen's talk about what's good for the children. "A pony doesn't make sense when there's no telling what the future holds,” she says. Margaret asks him to teach her to drive, after they make love.
The pony theme re-emerges once more. Billie Kent (Meg Steedle) does a screen test for Hollywood film producers in Queens and blows them away with her spunk, charm and ability to improvise. She plays, “the pony,” a theater term for the comedic foil. Billie entertains one of the actors she auditioned with, but is interrupted by Nucky who drops by unexpectedly and his jealousy and possessiveness flare up to uncontrollable levels when he sees her partying with friends and another man. Things quickly go sour when the actor calls Nucky "sir," and the turn of phrase grows into a challenge, and then a brawl, with the actor crying that Nucky may have broken his nose and how the studio will sue him. Billie screams at Nucky and warns him he’s behaving like her dad whom she left long ago, a controlling tyrant who ends all arguments with fists.
Thinking their meeting has been a bust, Nucky is surprised when days later Mellon calls him back out of the blue. Mellon has no proposition, just details, facts and commands, but they are all to Nucky's liking. Bootlegger George Remus will be arrested for multiple violations of the Volstead act, including one that involves the purchase of government liquor permits from an associate of the Attorney General. This essentially means they're all going down with the ship and Nucky is free and clean as a whistle. In exchange Mellon expects Nucky to have his own distillery operational in two weeks, and generating a healthy profit a month thereafter. His neck off the chopping block once more, Nucky, obviously, is more than willing to be part of this arrangement.
Nucky visits Billie Kent who has dyed herself bleach blonde. He doesn't love it, but goes along with it. More important he has another offer: quit acting and take a guaranteed income every month for doing nothing. The catch? Nucky says he's actually setting her free and she can do with the money what she pleases and with whomever she chooses. And while they embrace, this feels like a slow goodbye as they know this relationship won’t last.
Nucky, Rothstein and Luciano discuss their potential new business on the Boardwalk as they walk to dinner: the heroin trade. Nucky is interrupted by an annoying acquaintance and tells Billie Kent to go on ahead without them to Babette’s. As he's being tortured with a trivial story, Billie's beauty catches Nucky's eye, for what turns out to be the last time. A bomb goes off in front of his eyes, the violent blast knocking him unconscious, obliterating the club and wiping his darling Billie Kent from existence.
Bits & Pieces:
— Former disgraced Prohibition officer now masquerading as an iron salesman Nelson Van Alden (Michael Shannon) aka George Mueller is paying the piper in full. Having recently killed a Prohibition officer by accident (his wife maimed him when she thought he was at their home to arrest him and Mueller was forced to finish him off or face true consequences), Mueller had to make a deal with the devil: ask North side Chicago mobster Dean O'Banion (Arron Shiver) to help him dispose of the body. And now holding Mueller in his pocket, O'Banion has come to collect by setting up an illegal whiskey distillery in the Mueller's apartment. As additional collection, because he can, O'Banion also forces Mueller to come work with him occasionally as muscle.
– Meanwhile, George finally breaks down. Constantly out of his element and taunted by his co-workers, during a make-believe sale session, George can no longer suffer the abuse and goes ape; disfiguring a man in the process with a steaming hot iron. Sympathetic viewers who had enough of the abuse will practically stand up and cheer when Mueller finally fights back. George's full-on destruction of the offices, his taunter's whimpering sobs and the staff's terror, is total vicarious gold for anyone who's wanted to go postal on their co-workers. After the incident, George tries to quickly leave Chicago, but his canny wife Sigrid (Christiane Seidel) has a plan and talks him out of it. She makes extra whiskey from the batch they make for O'Banion and she posits they can sell it to make money and George's sales job can go to hell. While concerned, she eventually sells him on staying in Chicago (though won't the cops come for George for the assault?)
– Having just returned from a trip to Italy, South Side Chicago mafia boss Johnny Torrio (Greg Antonacci) seems like a changed man. Usually ill-tempered and impatient, the leisurely pace of the home country suits him well, so when he returns to hear of problems in the business — namely that Al Capone (Stephen Graham) beat one of Northside rivals Dean O'Banion’s men to death in retaliation for another fight. While initially perturbed, Torrio waxes philosophical and decides to let Capone and O’Banion settle their issues instead. In general, Torrio seems to be kicking back, and letting go of the tight reins, letting Capone and his men take care of their end of things. While it’s nice that Torrio’s blood pressure is likely going down, there’s a moment when Capone sees his boss relaxing and there’s a glint in his eye. Is his newfound demeanor a sign of weakness that Capone could capitalize on later? It’s a small, but interesting storyline that’s being floated here.
– Pre-natal care continues at St. Theresa's Hospital and Mrs. Shearer (Kerry O'Malley), the cynical woman from the beginning of the season who had a miscarriage in rather gruesome fashion, returns. Having a highly religious husband, Shearer claim they'll try again to have another baby, but they already have a brood of ten. Mrs. Shearer confesses to Margaret that she sabotaged her own pregnancy, wants no more children and begs her to help her acquire contraception that she can use. Knowing Mrs. Shearer will just try and self-abort again, potentially risking her life, Margaret delicately asks Dr. Douglas Mason (Patrick Kennedy) for a diaphragm, a tricky request considering the Church that runs the hospital is vehemently anti-contraception. Margaret makes things extra tricky when she tells him she actually needs two contraceptives, one clearly for her so she doesn't get pregnant with Owen Sleater's lovechild now that their affair is back in full swing.