Written by Howard Korder
Directed by Allen Coulter
On the run after killing two Atlantic City deputies, Chalky White and Daughter Maitland seek refuge at the home of Chalky's former mentor, Oscar Boneau, in Havre de Grace, Maryland. They're driven to safety by two of Boneau's men, Levi and Weems, and welcomed by his nephew, Scrapper. At dawn, Chalky reunites with the once indestructible Boneau. Boneau, 80, is now blind and clearly in a weakened state. While he and Chalky catch up, Oscar sends Daughter off to the kitchen to cook, much to her displeasure.
In Atlantic City, Nucky receives a cryptic early morning phone call from Gaston Means who tells him, "There's a skunk in your cellar." Nucky disregards Means, who continues to raise the price on the information—from $50,000 to $500,000—prompting Nucky to question the man's sobriety and hang up on him when he won't name the mole. Unbeknownst to Nucky, the United States Capitol Police arrest Means for perjury.
At the Artemis Club, advised by Leander Whitlock and her lawyer, John Ferry, Gillian reluctantly agrees to sell the Commodore's mansion for $37,000. Ferry tells her they could tie up Tommy's custody case in appeals court if she loses, but the risk is that Tommy would end up in an orphanage during that time. Gillian, an orphan herself, knows the grim reality that would await her grandson. Realizing that Tommy would be in the victim in the custody battle, she goes to the Sagorsky house, and finds him playing in the back yard. Richard Harrow catches her talking to Tommy, and orders her to leave. Before Gillian does, she gives Tommy his father's dog tags, and tells Richard to take good care of him.
Eli meets with Agent Knox and reveals details about Nucky's latest venture into the heroin business. Knox is surprised Nucky takes orders from Dr. Narcisse, but Eli tells him that it's the money that Nucky can't walk away from. Despite Eli's reluctance, Knox urges him to put together a meeting with Nucky and all his key players.
Eli and his family head to the Albatross Hotel to spend the day at the beach and have dinner with Nucky. While Nucky contemplates the situation Chalky has put them in, Eli reminds him they "squeaked by last time" should they prepare for another war. He suggests they sit with New York and Florida and figure out terms: "Set it up, while there's still a hand to play," With Means' call in mind, Nucky asks Eli who he doesn't trust. When Nucky questions Knox, Eli brushes off his brother's concerns.
As Chalky, Oscar, and his men partake in the meal Daughter prepared them, Oscar criticizes Chalky for doing business with a white man, which he feels got him into his current mess. He openly insults Daughter, referring to her as an "easy rider woman." Embarrassed, Chalky reminds Oscar he came to him for help, but Oscar tells him to look around the dilapidated house. "How we gonna help you here?" he scolds.
At peace with her decision to let go of Tommy, Gillian tracks down Roy Phillips at his hotel to tell him she's "finally free." While having dinner, Roy shares big news of his own: The merger with A&P has gone through and he'll be leaving soon. Gillian thinks he's leaving her behind, but he asks her to marry him. Later, both of them glowing from their engagement dinner, Roy is confronted in the parking garage by David Hewson, the A&P executive who was fired in order to get the merger through. When Hewson reaches into his jacket in a threatening manner, Roy suddenly shoots him dead. A stunned Roy freezes, as Gillian quickly moves into action, forcing him in the car to drive off.
Over dinner at the Albatross, June gently ribs Eli about the baby-faced insurance salesman (Agent Knox) who visited them, but it quickly turns sour. Eli lashes out at her: "Just shut your goddamn trap for once, okay?" With Means' mysterious phone call in mind, Nucky grows suspicious.
Weems departs Oscar Boneau's for a night on the town in Baltimore. Chalky joins Daughter outside and attempts to comfort her. She asks Chalky what they're doing, reminding him that he has a family. "You only think you quit," she tells him. That night Chalky sits with Oscar who tells him he can stay, but insists Chalky cut Daughter loose before she does him in.
As Eli's family prepares to leave, Willie confronts Nucky about his father's outburst, but Nucky plays it down. Nucky calls Eli over and recites a poem his brother wrote for a crush back in grade school—something that always gets his goat. However, Eli hardly reacts, and Nucky knows who his "skunk" is. He tells Eli to set up the meeting with New York and Florida after all.
Back at the Artemis Club, Gillian tries to console a morally conflicted Roy. Desperate to keep Roy from leaving her by going to the police, Gillian assures him that he can get away with killing Hewson, insisting "You can live with it." To convince him, she reveals the truth about who died in her bathtub last year—an innocent boy named Roger, not her son. Gillian reassures him, "You can make yourself live with anything." At that, Roy calls out to two men waiting in the wings, serving as witnesses. Roy reveals Hewson is not dead; he and Roy are with the Pinkerton Detective Agency, and they've been working with Leander to extract a confession. Gillian breaks down as she's dragged away.
Chalky wakes up to find that Daughter has left. As dawn breaks, a suspicious Oscar tells Chalky he senses someone is near and that he knows his man Weems didn't go to Baltimore. Shotgun in hand, he steps off his front porch, staring at the woods across the way. When he calls out to the men in his woods, a gunfight ensues—Narcisse has sent his men, tipped off by Weems. Oscar is killed, as Scrapper and Levi rush to Chalky's aid, eventually gunning down Narcisse's henchmen.
Alone at the Albatross, Nucky makes another late night call to Sally down in Florida. After some small talk, she asks him "What's on your mind?" After a moment, he replies: "I want out."