Outside of an Indiana diner, Richard Harrow kills two men, relieving one of them of an envelope with the name and address of a Michigan title insurance company. Following that lead, he heads to Michigan and kills a businessman who claims he's only a middleman.
In Atlantic City, Chalky White has opened a new nightclub on the Boardwalk, the Onyx Club. As workers prepare for the night, Chalky and Dunn Purnsley meet with talent agent Dickie Pastor, who hashis wife, Alma, by his side. Chalky and Dickie negotiate a fair price for the dancing duo, Grover and Greene, to perform at the Onyx, while Alma flirts with Dunn, suggesting they meet later.
In the upstairs office of the Onyx Club, Nucky Thompson brokers a peace between himself, Joe Masseria (accompanied by Lucky Luciano and Tonino) and Arnold Rothstein(Meyer Lansky by his side). Though unwilling to shake his hand, Masseria accepts a cash settlement from Nucky, putting the bad blood behind them. Rothstein, however, is uncertain of Nucky's motives.
In court, Gillian Darmody pleads her case to regain custody of her grandson, Tommy. Julia Sagorsky explodes, accusing Gillian of raising her grandson in a "cathouse." However, the Judge is irritated with both parties because no one is willing to elaborate on the circumstances that brought Tommy to the Sagorskys in the first place.
Willie Thompson, home from Temple University for a few days, drives his father, Eli, to Mickey Doyle's warehouse.Willie questions his father, wanting to know more about the "family business," but Eli is evasive.While Willie waits outside, Eli meets with Mickey Doyle, Agent Sawicki and his new partner, the seemingly gullible and incompetent Agent Warren Knox. As Eli and Sawicki take care of business, bootlegger Elmer Borst, a big bankroll of cash in hand, approaches Knox about getting protection of his own. He's got a thousand-gallon store of whiskey in his barn and wants more security than the booby trap he's rigged: "I got a surprise for the next fox in the henhouse. Back door. Pulley. Shotgun."
Johnny Torrio and Al Capone have expanded their empire to Cicero, just outside of Chicago. To help them take over the town, Al has brought in his brothers from New York, Frank and Ralph.With the Mayor of Cicero in their back pocket and the election on the horizon, their plan is to boost their illegal operations, solidifying their stronghold in Cicero and the South Side of Chicago. When Torrio becomes aware of a negative newspaper story about their "operation," Al becomes furious, not because of the publicity, but because the reporter spelled his name wrong. Later, despite his brother Frank's insistence that he remain under the radar, Al makes a point of visiting the cub reporter and correctly spelling "Capone."
Back in Atlantic City, under financial pressure following the demise of the Artemis Club, a heroin addicted Gillian shows her home to prospective buyers, and uses the opportunity to market herself as well. Gillian's luck changes when Roy Phillips, a handsome executive with the Piggly Wiggly grocery chain, sincerely asks for her "knowledgeable companionship" while he's in town.
Nucky has dinner with Eli and his family, though tensions remain high between Willie and his parents. Privately, Willie approaches Nucky about wanting to be part of the family business. While Nucky assures his nephew that he hasn't forgotten his help at the lumberyard last year, he insists Willie stay in school and "get the degree."
SET UP, KNOCKED DOWN
Dunn Purnsley and Alma Pastor meet at a Northside hotel for their tryst. Just as they begin to have sex, their encounter is interrupted by Dickie, who pulls a gun.Dunn realizes he's been set up, as Dickie holds him at gunpoint, forcing him to have sex with his wife while Dickie pleasures himself and watches. Then, in a flash of rage, Dunn murders Dickie, allowing Alma to escape out the window. Chalky is furious at Dunn because Dickie is connected to New York gangster Owney Madden, who runs the Cotton Club in Harlem. Eli and Chalkyforce Dunn to clean up the scene and bury Dickie in the frozen marshes.
Agent Knox lures Agent Sawicki to Elmer's barn under the pretense of stealing Elmer's bankroll. Making excuses, Knox hangs back as Sawicki heads straight into Borst's back door booby trap; when Elmer comes out to investigate the shot, Knox blows him away. Standing calmly over a dying Sawicki, Knox announces in a chilling monotone: "I'll call it in sir, as soon as I get a grip on myself. This all has got me pretty rattled."
That night, Nucky is post-coital with Ellen, a Broadway ingénue. Ellen confesses she wanted to meet him, hinting that she wants the same opportunities he provided to Billie Kent. Disgusted, Nucky leaves and sends Eddie Kessler to throw her out. Later, Nucky finds solitude on his porch, reviewing a prospectusfrom Bill McCoy, friend and rumrunner, regarding a land deal in Florida. Nucky looks out at the ocean from his rnew esidence, the Albatross, an abandoned hotel, at the end of the Boardwalk.
As dawn arises, Harrow mysteriously approaches a house, hiding his gun. Just as he is about to knock on the door, he finds a gun pointed straight at him, in the hands of his stunned, pregnant sister, Emma. Richard has returned home to the family farm in Wisconsin.