Directed by: Phil Abraham
Written by: Terence Winter
"Things are going great. Finally. Maybe I'm just waiting for the other shoe to drop."
Paulie shows up early at Tony and Carmela's to alert T to some disturbing news: the Feds are digging over near Branford Ave. He has to jog Tony's memory; "Willie Overall, the bookie? Labor Day, 1982?" It's the guy T made his bones with. Staking out the site, Paulie tells Tony he hears it's Larry Barese who's talking. "We're gonna pack our toothbrushes," Tony says.
Packing for a roadtrip south, Tony assures Carmela it's just a "little gambling charge." "It's just, this is what life is still like, at our age?" Carmela laments.
Meanwhile, Uncle Jr. is getting antsy at the Wycoff Therapeutic Center. More alert on his meds, he urges his friends to find a way to spring him, but isn't all that interested when they offer up a plan. After hours, he hosts a poker game with the help of his new friend Carter Chong, a Chinese-American patient, and the orderly, Jameel, who supplies him with the forbidden candy and soda he sells to the players. Telling a string of off-color jokes, Jr. is flying high.
Paulie and T drive through the night rain reminiscing about the old days. When Paulie mentions Ralphie, Tony brings up Ralphie's off-color joke about Ginny that got him knocked off when someone told Johnny Sack . "Who the f**k would tell Johnny about that joke?" Tony asks. "How should I know?" Paulie replies defensively.
Jr. and Carter debrief after the poker game and swap stories about their fathers. Carter works himself up over his father's reaction to a '96' on a 3rd grade spelling test: " 'What happened to the other four points,' he say... F**k you! F**k you!" When Mrs. Chong comes on visiting day, she meets Corrado and is none to happy with the influence he's having on her son. "You're becoming a bully," she tells Carter, blaming "that gangster."
Dozing off on the road, Tony recalls the dive motel they stayed in back in the day in Culpepper, Va. They head off to find the Havenaire motel, but in its place is a corporate Marriott. No steaks, no bottle of scotch available from room service. They have to settle for nachos at Buckingham's pub where Paulie reminisces about similar trips he made with Tony's father, Johnny Boy. The next morning, T chastises Paulie for being too chatty with the hotel patrons: "We're supposed to be layin' low."
Silvio calls T with the update: they've found a body. Tony, not happy with the news, confides that Paulie is talking non-stop.
Carter helps Jr. draft a letter of appeal to Dick Cheney: "Like yourself, I was involved in an unfortunate incident when a gun I was handling misfired..."
In Miami, Tony and Paulie dine with Beansie, who shows them some old photos of Johnny Boy and Paulie, getting them started on more tales from the past. The conversation continues in mixed company (with some hookers) and Tony gets more uncomfortable with Paulie's loose lips when he mentions a kid at a party who "mysteriously drowned." When they ask him what's wrong he replies: " 'Remember When' is the lowest form of conversation."
Phil Leotardo is dining with Doc Santoro when Doc asks to take food from his plate, Phil coolly acquiesces.
In the common room, Jr. gets into it with Professor Lynch, fighting dirty, throwing kicks and punches. The doctors decide to up Jr.'s meds. When he gets so tired he can barely stay awake, Carter tells him it's the new meds - they're trying to numb him out. He provides a distraction outside Jr's door the next time they make the rounds so Jr. can ditch his meds. But when Jr. pees his pants in the common room while telling a joke, the doctors figure out what he's been up to - the meds he was on are supposed to cure incontinence. Jr. gets an ultimatum: he takes his meds, or they transfer him to another facility.
During some pillow talk with one of the hookers, Tony discovers that Paulie's told her he used to work for Johnny Boy. When he and Paulie go to meet with some Cubans that Beansie's put them in touch with, Paulie's fearlessness impresses Tony, but he tells Beansie later that he's concerned about his verbal diarrhea. Beansie chalks it up to loneliness. "People live alone they get like that. It's sad."
Silvio calls with good news: Larry told the Feds that it was Jackie Aprile who killed Willie. Tony suggests he and Paulie charter a fishing boat to celebrate before they go home. Paulie agrees but is skittish on the boat, as he flashes back to Big Pussy's murder. Sitting on the deck, T pushed Paulie again on whether it was him who told Johnny Sac about Ralphie's joke but Paulie swears it wasn't. As he goes to get Paulie a drink, Tony considers an ax and fishing knives, struggling with what to do. "Think fast," he calls out, as Paulie is hit hard with a bottle of Stewarts.
When Jr. starts taking his meds again, Carter is disappointed. Disgusted with Jr's acquiescence, Carter attacks him in the common room and has to be restrained.
Paulie has a dream that Big Pussy is in his kitchen waiting for him when he returns home, "When my time comes, tell me, will I stand up?" he asks, just before he jerks awake.
Getting into his car, Doc Santoro is shot dead on the street. Back at the Bing, Paulie is talking Christopher's ear off with old stories, while the news blares in the background of Santoro's shooting. "Looks like Phil's the main guinea over there now," Silvio notes to Tony.