Late one night, a garbage truck explodes.
The next morning, Carmela finds Tony unconscious on the kitchen floor. As she asks him what happened, Tony recalls coming downstairs to find Meadow there with her new friend Noah, a half-Jewish and half-black college student. Noah tries to talk about "hypercapitalist film history" with Tony, but Tony quickly changes the subject to his disapproval of interracial relationships, and orders Noah to stay away from his daughter. Noah, taken aback, promptly leaves with an oblivious Meadow. Tony goes to the kitchen and begins scarfing down gabagool, only to see the logo for Uncle Ben's rice in a cabinet and suffer a panic attack.
Tony visits Livia, broaching the subject of his upcoming trial related to the stolen airplane tickets he had given her previously. Livia is largely incoherent and demented during this exchange, and Tony discovers that her caretaker, Svetlana, has found "Granny Remembers" cards Livia was meant to fill out for her grandchildren but has left blank. Growing impatient with his inability to speak to Livia, Tony storms out saying "do what you want".
Tony starts watching The Public Enemy (1931) that night. Meadow drops by again for laundry, and seems suspicious of Tony, having noticed a change in Noah's behavior since meeting him. Tony is evasive. He later goes outside to move a sprinkler in his backyard. Returning inside he finds Carmela, Meadow, and AJ all waiting for him. Carmela informs Tony that his mother has died in her sleep. Tony is blindsided, at first incredulous, then begins showing early signs of another panic attack but settles down. They go to Livia's house, arriving just as the ambulance pulls away. Speaking to Svetlana, they learn Livia suffered a massive stroke. Svetlana offers the toast "Proshai, Livushka" meaning "Goodbye, Little Livia".
The Soprano family and friends gather at the house. Tony learns that Janice intends to stay in Seattle — where she is shown to be sleeping with a much younger coworker - because she fears returning to Jersey after having killed Richie Aprile. Tony has an outburst but offers to pay for her ticket back to Jersey, to which she agrees. Gigi Cestone's crew arrives, among them Ralph Cifaretto, a made man newly returned from Florida. Tony takes Ralph to the backyard along with Albert Barese, attempting to settle a dispute between them in which Ralph has been setting fire to Albert's garbage trucks. Tony is more concerned that Ralph seems to be acting with the authority of a capo when Tony has not yet designated him the captain of the Aprile crew.
As Janice arrives in town, she begins attempting to take over the proceedings, demanding that they hold a formal funeral for Livia despite her explicitly never wanting one. While visiting Livia's home, Janice also searches the basement but quickly hides her tools when Tony arrives. The two look through mementos of their childhoods. Janice points out that Livia kept items from Tony's life but none from her daughters'. Tony fixates on a football insignia from his high school days.
Livia's wake is held and Tony seems uncomfortable when he witnesses Ralph chatting in a friendly manner across the room. Meadow gives Tony a similar judgmental look when she spots him talking to a black business associate. Tony continues watching The Public Enemy that night, enjoying it but becoming visibly uncomfortable when the character of Tom Powers' mother appears on the screen. Livia's funeral is held the next day. Next to her grave, Janice begins a dispute with Svetlana over the inheritance of Livia's valuable record collection. Svetlana informs her that Livia bequeathed the records to her, while Janice insists, as Livia's daughter, she has more of a claim to them.
A post-funeral gathering is held in the Soprano home. Tony briefly sees what appears to be an apparition of Big Pussy Bonpensiero in a mirror. Later, against everybody's wishes, Janice organizes a "remembrance" in the living room, where people who knew Livia can describe their memories of her. The guests have little to say, with Janice attempting to unsuccessfully goad Hesh Rabkin, then AJ, into making speeches. The woman who Livia ran over in "46 Long" turns out to be a guest, and reminisces that Livia was her best friend, always calling her when someone died. Christopher Moltisanti, who smoked from a bong and sniffed cocaine before the event, pipes up and begins a long, rambling, and incoherent monologue about clones and possible other "Livia Sopranos" in the world.
Artie Bucco goes outside in a huff. Tony confronts him and Artie reminds Tony that Livia informed him about the fire at the original Vesuvio's, having accused Tony. Meanwhile, Ralph Cifaretto, taking Tony's orders literally, has an associate of Albert Barese beaten by two goons while insisting on "no fires".
At the wake, remembrances of Livia turn into an airing of grievances. First Hugh DeAngelis, Carmela's father, rants about the constant frustrations and the toxic personality of Livia. Tom Giglione, Barbara's husband, responds "hear hear". Carmela herself then calls out the senselessness of the remembrance ceremony, citing that Livia likely did not want a funeral because she knew nobody would have anything good to say. Carmela concludes "She knew there was a problem".
Tony finishes The Public Enemy that night, and witnessing the final scene — Tom Powers' corpse showing up at his doorstep while his mother obliviously sings and fluffs the pillows to welcome him back — he begins to weep.
Tropes:
- Aborted Arc: The original intended storyline of Tony trying to get back into Livia's good graces in order to prevent her testimony against him over the airline scam plays out on its last legs and gets wound up in this episode.
- Be All My Sins Remembered: Implied when Barbara tells Tony that Livia did not want any funeral service at all upon passing away. Subsequently lampshaded by Carmela at the funeral party.
- Book Dumb: A.J. And what better way to show that up than by having Meadow the Brainy Brunette helping him with his homework?
- Bothering by the Book: Ralph won't set any more fires, but he will do basically everything else Tony doesn't specifically order him not to do in the conflict with Albert Barese.
- The Bus Came Back: Janice returns this episode, in-universe for her mother's funeral, and for the writers, most likely to help fill the void left by Livia.
- Calling the Old Man Out: Meadow makes a start towards calling Tony out for being racist towards Noah, but gets interrupted by Carmela before she can finish.
- Cloud Cuckoo Lander: Chris, high out of his mind, during the "remembrance".
- Country Matters: Tony calls Livia one during his therapy session with Dr. Melfi.
- Damned by Faint Praise: Pressed to say a few words at Livia's wake, Hesh can only say she didn't mince words.
- Death Glare: Meadow gives Tony a few of these for his racist treatment of Noah.
- Due to the Dead: Subverted for a few characters.
- Silvio is absolutely livid over having to miss the New York Jets' first home game of the season on account of having to attend the funeral of somebody he likely detested.
- Adriana, Chris, and Furio are getting stoned with bongs to help get through a boring event they wished they didn't have to attend.
- Establishing Character Moment: Tony's argument with Ralph confirms that the latter is going to fill the void left by Richie.
- Even Bad Men Love Their Mamas: Ambiguous. The scene where the family informs Tony of Livia's death zigzags all over the trope. Tony is initially relieved since Livia can no longer act as a witness against him, which gives it shades of I Wished You Were Dead. But he almost has another panic attack once it really sinks in, partly because he is genuinely sad because his mother died, but also because he still has unresolved Mommy Issues.
- Exact Words: Tony explicitly tells Ralph "No fires". Later, Ralph has a man beaten and tells his goons, "Remember what Mr. Soprano said - no fires".
- Fake Shemp: Livia's final scene was cobbled together using voice clips from previous scenes and Stock Footage of her character (whose lighting does not match the rest of the scene, with her hairstyle being inconsistent as well) pasted onto a body double.
- Family-Values Villain: True to character, Livia calls out Tony for using f-bombs. But given what we know of Livia, it's yet another excuse to troll him.
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Faux Symbolism: Just in case the audience doesn't yet get it that the thought of his beloved daughter sleeping with a "mulignan" was what brought on his latest panic attack, guess what is the last thing that Tony sees before he passes out? A box of Uncle Ben's rice. - Flashback Cut: Of Livia trying to manipulate Artie into going after Tony for the restaurant arson, before the view cuts back to Artie serving Hors D'oeuvres at the funeral party. It Foreshadows his almost Loose Lips episode noted below.
- Foreshadowing:
- Tony finds his varsity logo in Livia's basement. The theme of Tony's high-school athletic past will rear its head more than once afterward.
- Hesh cracks a Self-Deprecating joke that plays into Greedy Jew stereotypes, the substance of which is nobody can say anything positive about a now-deceased Jewish man at his funeral. Want to guess how Livia's funeral plays out?
- Artie's Flashback Cut heralds his almost but averted Loose Lips episode.
- Combined with more than one Shout-Out to The Public Enemy (1931). Tony sees the movie playing on his TV when he comes down and sees Meadow and Noah together. Tony also watches the movie at various points throughout the episode. It foreshadows more than one turn in the episode.
- Much like Tom trying to gift money to his mother in the movie, Tony tries to gift Livia with some books to read.
- The scene where Tom wishes he could dump his girlfriend down a wishing well lampshades that Tony's own reaction to Livia's passing has shades of I Wished You Were Dead.
- Mike rejecting Tom's gift of money to their mother heralds new conflicts to come between Tony and Janice.
- The episode ends with Tony watching the scenes of Tommy's mom visiting him in the hospital, and preparing excitedly for his return home. Tommy having a genuinely loving relationship with his mother could not provide a starker contrast to Tony's unresolved Mommy Issues on account of the abusive Livia. The scenes bring Manly Tears to Tony's eyes and indicate that his Mommy Issues will remain unresolved for some time yet.
- Chris's high rambling about their being "another Mrs. Soprano" foreshadows elements of both Carmela and Janice's character arcs. Tony has major breakthrough about both his mother and wife when recalls an incident where Livia nearly died of a miscarriage, and Johnny was too busy with his goomah to visit her until the next day. This is the same issue that leads to Carmela finally having it out with Tony over his various infidelities. And while Janice doesn't have to deal with being cheated on, she comes to sympathize with her mother more in a non-positive way and ends the series just like her..
- The "Fun" in "Funeral": Janice takes center stage at the memorial for Livia, taking not-so-subtle pleasure when the rest of the family snipe at each other.
- Gold Digger: Livia's body has just been laid to rest at the cemetery, and Janice doesn't skip a beat in laying claim to the estate, including the house and the record collection.
- I Shall Taunt You: Hinted at when the FBI leaves a condolence note for Tony at Livia's funeral, waiting for him amongst the flowers. It gets him paranoid that there may be a rat attending the mass then and there.
- I Wished You Were Dead: Tony hints at it during his initial reaction to the news of Livia's death. Confirms it word for word during his next therapy session with Dr. Melfi.
- It Was a Gift: Tony, with shades of Manipulative Bastard, tries to gift Livia with several books to read in the hopes of getting her cooperation in not testifying against him for the airline scam.
- Innocence Lost: Tony makes this observation of Meadow, who despite their feud is still stoically upholding the masquerade.
- Last Disrespects: Deconstructed. Upon Livia's death, Janice decides to throw a wake for her despite her mother's own expressed wish not to have one. After many phony expressions of sympathy and mourning from all attendees, it finally takes Carmela to speak up that she was a horribly dysfunctional and manipulative woman who spread misery to everyone who spent time with her and didn't want a funeral because she thought no one would miss her. No one argues with this assessment, least of all Tony (she even gets a hear hear from Barbara's husband Tom).
- Loose Lips: Played for suspense when Artie gets angry at Tony over the restaurant arson after hearing everyone else share stories at the funeral party about Livia. He charges into the party, and it looks like he's just about to spill the beans in front of everyone...But then it gets averted by Carmela and Hugh Speaking Ill of the Dead. Hearing what an awful woman Livia was causes him to reconsider.
- Manipulative Bitch: Combined with Gold Digger. No sooner has Janice stepped off the plane than she immediately sets her sights on Livia's estate. She begins by trying to cultivate a positive image of herself with over-the-top funerary arrangements that are meant to appear selfless on the surface, and all about properly honoring Livia. Tony even calls her on it over the phone.
- Memento MacGuffin: Livia's record collection, which becomes the subject of a heated dispute between Janice and Svetlana.
- Memorial Photo: Livia's casket has a picture of her in her wedding gown on top of it during the mass.
- The Mole: Raymond Curto is revealed as one.
- Nervous Wreck: Tony has yet another panic attack after Meadow and Noah go out the door.
- Never Speak Ill of the Dead: Subverted. At first, everyone is mourning Livia's death and consoling her family. However, Carmela eventually calls her a sick and twisted woman when they try to think of good things about Livia, and everyone remembers that she was a senile old woman who was generally unpleasant.
- Politically Incorrect Villain: Tony's racism flares up when he sees Meadow hanging out with a half-black guy. For her part, Carmela indicates that she's not pleased about the situation either, but believes she can handle it better.
- Precision F-Strike: Carmela's folks ask her how Tony is taking Livia's passing. The very next sound is of Tony cursing upon hearing from Barbara that Janice doesn't plan on coming to the funeral.
- Real Life Writes the Plot: Livia's death was the result of actress Nancy Marchand's death.
- Remember the New Guy?: Ralph Cifaretto, made man in the Soprano family and old associate of Tony, is back from Florida after however many years. It's especially jarring to see him introduced teary-eyed, embracing Tony and remarking that he lost his own mother recently as well.
- Reverse Psychology: Carmela really doesn't like the idea of Meadow seeing Noah anymore than Tony does. But having previously and successfully used the tactic to convince Meadow to go to a nearby university instead of Berkeley, she has learned that the best way to persuade the incredibly stubborn Meadow is NOT to directly force the demand on her.
- Rewind Gag: The episode starts off with one of these. Carmela walks into the house and finds Tony passed out on the floor. The Gag immediately ensues, briefly showing Tony's interactions with Meadow and Noah after coming down the stairs. It's used to punctuate that Tony REALLY doesn't like the idea of his beloved daughter dating a "mulignan".
- Self-Deprecation: Hesh cracks a joke that plays into Greedy Jew stereotypes because he knows his Italian Mafiaso friends will enjoy it. Also provides an instance of Foreshadowing.
- Spotting the Thread: Meadow almost instantly figures out that Assemblyman Zellman and Reverend James are two public figures that Tony frequently collaborates within his criminal activities.
- Stepford Smiler: Tony notices that Meadow has the smile going at the funeral party, also signifying that "she's already becoming a robot like the rest of us".
- Title Drop: At Livia's house, Svetlana toasts "Proshai, Livushka," which she explains means "Goodbye, Little Livia".
- Vengeful Ghost: Downplayed. In blink and you'll miss it moments, the spirits of Big Pussy and a younger Uncle Junior (or maybe Tony's father) both make appearances at Livia's funeral, staring rather unhappily at Tony. They don't wreak earthly havoc as you would expect in supernatural horror movies and don't have any impact on the storylines themselves. Their appearances imply that, aside from the stresses of Tony's lifestyle outweighing whatever earthly benefits he gets from it, he'll also have debts to answer to in the afterlife.
- "Well Done, Son" Guy: Tony really struggles with mixed emotions over Livia's passing during his therapy session with Dr. Melfi. He goes back and forth between overwhelming guilt for not being a good son to her, to being really angry at her for her abusive parenting of him and other more recent efforts to harm him.
- Wham Episode: If you hadn't known that Nancy Merchand had passed away before this season aired, her sudden death would have been a surprise.
