Written by Terence Winter and Howard Korder
Directed by Tim Van Patten
Atlantic City teems with violence in the wake of Nucky and Gyp's war. Bodies are piling up and reporters are hounding Mayor Bader for a statement. He denies losing control over the city and refuses to answer questions about Nucky's involvement or whereabouts.
With the women gone and the alcohol drying up at the Artemis Club, morale is low among Gyp's men. Masseria meets with Gyp, angry that he's lost twelve of his men for nothing. Gyp reminds him he's won control of the Ritz, the casino, and Mickey's warehouse, but Masseria isn't impressed: "You no have Nucky Thompson, eh? And Arnold Rothstein - he's still eating dinner in Times Square!"
At the lumberyard, Nucky turns to Eli for advice. Eli suggests he gives the people what they want, which is how Nucky succeeded before. Encouraged, Nucky arranges for Mickey to suggest to Arnold Rothstein there is profit to be made at the Overholt Distillery.
Gillian suggests that she and Tommy should leave Gyp and his men to conduct their business without distraction, but Gyp refuses to let her go. He promises once he's in control of Atlantic City, he'll treat her like a queen and he'll be a "bug crawling around on her toe." Sensing an opportunity to manipulate Gyp to her advantage, Gillian convinces him to meet with her later.
After relentless interrogation, Lucky offers to tell the two undercover cops where they can "find fifty pounds of white" to save himself from jail time. In Brooklyn, Margaret meets with a doctor to end her pregnancy.
Rothstein calls Nucky with an offer for the Overholt Distillery. In exchange for 99% ownership, he'll get Masseria to pull his men out of Atlantic City, leaving Gyp exposed. Nucky agrees to the deal.
Lucky and Lansky are called into a meeting with Rothstein, and find Masseria and their fifty pounds of heroin there as well. Revealing to Lucky that the undercover cops were in his pocket, Rothstein offers Masseria a partnership in the heroin business if he'll pull his support from Rosetti.
Gillian seduces Gyp, attempting to inject him with heroin while she strangles him with his belt, but he catches her and injects her instead. When he discovers Masseria's men leaving, he rushes to demand an explanation from his remaining men in the parlor, but is interrupted when Harrow enters and starts gunning them down. Gyp escapes with two men, leaving Tonino behind. Harrow heads to Tommy's bedroom, shooting anyone who crosses his path. He finds a man holding a gun to Tommy's head who orders Harrow to put down his weapon or he'll kill Tommy. Harrow slowly lowers his rifle, but angles it at the last moment, shooting the man through the eye, saving Tommy.
Chalky and Capone's forces come together, despite increasing racial tension, to massacre Masseria's men as they drive out of town. Nucky and Eli enter the Artemis Club and are surprised to find everyone already dead, except for Gillian, who is strung out on heroin.
Harrow brings Tommy to Julia's, assuring her that neither of them is hurt, despite being covered in blood. Paul Sagorsky tells a shaken Julia to put Tommy in her brother's old bedroom before admonishing Harrow: "You don't come home like this, whatever battle you're fighting. It's not what a soldier does." Paul offers to talk to Julia, but a heartbroken Harrow tells him that Tommy's safety is his only concern.
Andrew Mellon calls Esther Randolph to tell her his distillery is in the hands of a criminal organization, ordering her to shut it down and "apprehend and indict anyone associated with its illegal operation." When she confirms it's Nucky he wants, he corrects her: Nucky brought the matter to his attention - it's Arnold Rothstein he wants her to go after.
On the beach in Tabor Heights, Tonino joins Gyp and his two remaining men under the guise that he got away. Tonino stabs Gyp to death, at the command of Nucky and Eli, who wait nearby. Nucky orders Tonino to ship Gyp's body to Masseria to let him know that this could either be the end or the beginning of problems between them: "I'll oblige him either way."
In a one room apartment with the children, Margaret wakes to find Nucky standing in the hallway. He tells Margaret he's willing to forgive her and that he wants her to come home. He offers her money, pressing her to take it because it doesn't mean anything. Knowing otherwise, Margaret tells him, "Yes it does," before locking him out of her room.
Alone in Atlantic City, Nucky wanders the boardwalk and removes his red carnation, ignoring anyone who recognizes him, including the doormen at the Ritz.