Larry Barese, having previously been arrested for a parole violation, provides the FBI with information on where the body of a murdered bookie named Willie Overall can be found. Overall was Tony's first murder, and the act that led to Tony being made. Paulie and Tony watch the FBI exhume Overall's body from a distance. The duo agrees to make a trip to Florida for a time, mostly to avoid the authorities in New Jersey.
Uncle Junior meanwhile is becoming something of his former self in the mental institution. He bribes an orderly named Jameel to allow him to run poker games with the other patients. He also takes a young Chinese man with severe anger issues named Carter Chong under his wing. He also explores various avenues for escaping the institution, such as writing letters to Dick Cheney and trying to plan an escape with Uncle Pat, but he ultimately abandons them.
Tony and Paulie drive their way to Florida, with hotel stops along the way. Tony begins to question Paulie whether he told Johnny Sack about the fat joke that Ralph Cifaretto made about Ginny, as well as other confidential information. Tony also feels Paulie is being too talkative with locals at the stops they make, which in turn fuels his suspicions that Paulie was the leak to Sack.
The pair visit Beansie, who provides them the information on the Cuban contacts for purchasing stolen goods. They have a dinner party with some local girls. Tony's concerns are heightened when Paulie and Beansie start trying to impress the girls by describing past specific crimes committed by the Jersey mob.
Phil has dinner with Doc Santoro to publicly acknowledge the latter as boss of the New York family. Doc attempts a demonstration of power over Phil by eating food off of Phil's plate. Both Phil and Butchie are offended but bite their tongues down.
Uncle Junior takes to picking on one of the other patients, Professor Lynch. Lynch informs the institution authorities about Junior's poker games, with the result that the games get shut down. Uncle Junior later brutally attacks Lynch and is forced to take new medications designed to make Junior more lethargic. So he has Chong provide distractions to the nurses administering the medications so that he can throw the pills away unnoticed.
Tony discusses his concerns about Paulie becoming a liability with Beansie. Beansie assures Tony that Paulie is loyal and that his habit of talking up strangers stems from loneliness. Tony is later informed by Silvio that Larry Barese blamed the murder of Willie Overall on the now long-dead Jackie Aprile Sr. Tony sighs with relief afterward.
Jameel is fired for helping Uncle Junior run his scams. Junior also wets his own pants after going for too long without his medications, one of which controls incontinence, and getting too caught up in cracking jokes to the other patients. The institution authorities force Uncle Junior to either take his medication or be transferred to a rundown state mental institution. Uncle Junior willingly takes the medications, which leads to Carter Chong becoming disillusioned with him. Uncle Junior later chides Carter for throwing crumpled paper balls at the other patients. Carter lunges at Junior and beats him severely, banging his head against a wall, leading to several orderlies dragging Carter out while another checks on Junior, who lies on the floor.
Tony takes Paulie onto a small fishing boat. He starts to press Paulie multiple times about whether Paulie told Johnny Sack about the fat joke that Ralph made about Ginny. Paulie denies culpability every time. Tony still seriously thinks of killing Paulie, but ultimately decides to spare him.
Paulie, after returning from the trip, has a dream of Big Pussy, seeing him cooking in his kitchen. Paulie asks whether he'll be able to "stand up" when "the time comes". He wakes with the realization that he came very close to dying out at sea just like Big Pussy, and for similar reasons. He gifts Carmela with a $2,000 Espresso machine, which Tony understands and accepts as an unspoken apology.
Phil, with the help of Butchie, has his hit men assassinate Doc Santoro. He thereby becomes the boss of the Lupertazzi family again.
Uncle Junior is later seen participating in animal-based therapy, along with the other patients. But he has a vacant stare and is in a wheelchair. Carter Chong is not seen in the group, which implies he has been transferred out of the institution.
Tropes:
- Anxiety Dreams: Paulie, after coming back from Florida, has one of Big Pussy cooking in his kitchen. Paulie asks Pussy if he'll "stand up" when "his time comes". Paulie wakes up well aware that he came very close to sharing Big Pussy's fate.
- Apology Gift: Tony understands Paulie's gift of a $2,000 Espresso machine to Carmela in this way.
- Broken Pedestal:
- Paulie has to a degree become one for Tony. Tony, as a kid, used to look up to Paulie as the kind of tough guy he wanted to become. But lingering suspicions that Paulie has been disloyal and being too talkative for Tony's comfort really lowers Tony's esteem for Paulie.
- Uncle Junior becomes one for Carter Chong, once the prospect of taking the medications or being sent to a state-run Bleak Abyss Retirement Home brings him in line and he stops being the Rebel Leader. The pedestal gets completely shattered when Uncle Junior gives Chong a Disapproving Look and a shake of his head when Chong pelts other patients in the room with crumpled paper balls. That prompts Chong to give Junior a No-Holds-Barred Beatdown.
- The Bus Came Back: Or in this instance, Tony and Paulie take the Bus to Beansie, and pay him a visit in Florida.
- Call-Back: Tony really becomes fixated on whether it was Paulie who told Johnny Sack about the fat joke at Ginny's expense because he is seriously contemplating killing Paulie for it.
- Cathartic Exhalation: Tony sighs with relief once he learns about Larry's Deceased Fall-Guy Gambit.
- Close to Home: Just the sight of the boat reminds Paulie an awful lot of when he, Tony, and Silvio murdered Big Pussy on a boat out at sea.
- Continuity Nod:
- Tony to Carmela: "You know, it's not like I won a trip to Paris".
- He also briefly discusses Paulie keeping the picture of him and Pie-Oh-My with Beansie.
- Paulie remembers the time Ralphie was obsessed with Gladiator and hit Georgie with a chain, which happened in "University".
- Tony repeatedly asks Paulie if he told Johnny Sack about the off-color joke that Ralph told about a mole on Ginny "Sack"'s posterior in "No Show". Paulie denies this (Paulie actually did tell it to Johnny Sack, in "Christopher").
- Tony checks into a hotel in Miami using the fake surname "Spears". This is the same name Tony uses when consulting a new psychiatrist in "Guy Walks Into a Psychiatrist’s Office..."
- When Paulie boards a boat with Tony, this episode uses flashback scenes from the murder of Big Pussy on a boat, taken from "Funhouse".
- Cool People Rebel Against Authority: Flouting the rules of the mental institution becomes the basis of the brief friendship between Uncle Junior and Carter Chong.
- Creepy Souvenir: Uncle Junior signs pictures of himself so that Jameel can sell them on eBay. Junior has the realization that the pictures effectively become textbook Creepy Souvenirs. "Sick fuckin' world".
- Damn, It Feels Good to Be a Gangster!: Deconstructed. Carmela notes that Tony having to skip town whenever there's potential legal trouble is becoming more and more stressful, especially as they both get older over time.
- A Death in the Limelight: Subverted. This is a Paulie episode, and it heavily foreshadows that Tony will eventually kill him at the end. Tony seriously considers it, but ultimately decides against it.
- Deceased Fall-Guy Gambit: The FBI investigate the killing of bookie Willie Overall, Tony Soprano's first murder way back in 1982. After Overall's body is found and excavated, the investigation is eventually called off when, thanks to misinformation provided by Di Meo capo "Larry Boy" Barese, the decades-old murder is pinned on former Don Jackie Aprile, Sr., who has been dead himself for several years.
- The Dog Bites Back: Uncle Junior picks on Professor Lynch during the early parts of the episode. So Professor Lynch reports Junior's poker games to the institution authorities.
- Double-Meaning Title:
- Tony angrily describes "Remember when..." reminiscing as the lowest form of conversation.
- Many stories from the past are told in this episode, particularly from Paulie, most of them beginning with the phrase "Remember when...?"
- Junior briefly gets a taste of his old life while running his card game in the hospital.
- Could also refer to Junior's advancing stages of dementia and his increasing memory loss.
- A recurrent motif is Tony reminiscing about the disclosure of Ralph's insensitive joke to Johnny Sack.
- Do You Want to Haggle?: Tony works out an exchange of illicit goods deal with Beansie's Cuban contacts.
- The Dragon: Carter Chong becomes one in a non-lethal way for Uncle Junior.
- Enemy Eats Your Lunch: Subverted. Doc Santoro eats food off of Phil's plate in an attempt to show power over Phil. But Phil will soon show that Doc doesn't have the standing with the New York family that he thinks he does.
- Everything Is Racist: Jameel tries to play the race card once he realizes the institution authorities are onto him for his scams with Uncle Junior.
- Eye Scream: Doc Santoro gets his right eye shot out.
- Flashback:
- We see one of Tony killing Willie Overall decades ago, and then Paulie and himself burying the body in a basement.
- Paulie has one of when he, Tony, and Silvio killed Big Pussy, and just as he gets on a very similar looking boat Tony has rented in Florida.
- Foreshadowing:
- Carmela tries to make an Espresso for Paulie but struggles with her Espresso machine. She asks Paulie if he'd like regular coffee instead, but he passes.
- Tony borrows $200,000 from Hesh, as he's had a bad run of gambling lately. It foreshadows both Tony's hard slide into becoming The Gambling Addict, and a real downturn in his friendship with Hesh.
- Getting Smilies Painted on Your Soul: Junior initially bins his medication with the help of a corrupt orderly, but the institution gets wise to it after the effects become humiliatingly obvious and Junior resigns himself to following the rules. He even finds some pleasure in the doing. Unfortunately, his young sidekick becomes repulsed by the more docile Junior and viciously attacks him.
- Groin Attack: Junior kicks Professor Lynch in the groin following an argument.
- Gut Feeling: Paulie, hardened hitman that he is, has a sixth sense for mob-related hazards and immediately thinks back to Pussy's whacking when he gets on the boat with Tony. He's absolutely right to be guarded, for Tony has spent the episode contemplating his murder.
- Hair-Trigger Temper: Carter Chong can go from friendly and affable to incredibly violent in a split second and without any warning.
- Hates Being Alone: Beansie assesses Paulie's tendency to strike up conversation with complete strangers as symptomatic of being a lifelong Confirmed Bachelor.
- He's Back!: Uncle Junior has been ostracized from his mob family. And even were it not for having shot Tony, he would still not be in any position to assert himself against the younger generations of Mafiasos who are passing him by. But in the institution that houses him, among vulnerable patients with various ailments and conditions, Uncle Junior gets to relive his glory days to a degree by running poker games and pushing around the other patients. That doesn't last though ...
- Homage: The closing scene, which depicts Uncle Junior sitting on an outdoor chair, lost in thought, as the screen slowly fades to black, is possibly a nod to the closing scene of The Godfather Part II, which shows Michael Corleone in a similar pose. Michael Corleone's father Vito Corleone was memorably depicted stroking a cat in The Godfather.
- Hypocrite: It's implied that Carter Chong's father was busted for White-Collar Crime, which adds another dimension to his considerable Parental Issues.
- I Just Want to Be Badass: Tony admits that as a kid he really looked up to Paulie as a true tough guy in the neighborhood.
- The Informant: Larry Barese, having previously been pinched for a parole violation, provides the FBI with the information on where the dead body of Willie Overall can be found. The other mobsters initially feel betrayed, but Larry minimizes harm to any remaining Jersey mobsters by successfully playing a Deceased Fall-Guy Gambit. He pins the murder on the now-dead Jackie Sr.
- Innocently Insensitive, combined with Accidental Pun: When Paulie refers to the disabled Beansie as a "stand-up guy".
- It Gets Easier: Tony, during the Flashback of him murdering Willie Overall, is shown with his gun hand visibly shaking, hesitating to pull the trigger, and Paulie urging him to Finish Him! We all know Tony nowadays has far fewer difficulties with committing murder.
- I Was Quite a Looker: Beansie shows a picture of a younger Paulie, which has him looking rather like a prime Robert De Niro or Marlon Brando..
- Karmic Death: Doc Santaro had his hit men shoot Jerry to death in his bid to become the Boss of New York. Phil in turn has his hit men shoot Doc to death so that Phil can become the Boss again.
- Large Ham:
- Uncle Junior is one while he's enjoying himself in his new surroundings.
- As is Paulie during his road trip with Tony.
- Learned from the News: How the Jersey mob learns of the hit on Doc Santoro.
- The Load: Tony admits to Beansie that he feels Paulie's Motor Mouth is turning him into The Load.
- Loose Lips:
- Tony feels Paulie is too talkative about who he is and where he's going (i.e. Florida) with other hotel guests at stops they make along the way.
- Tony's unease grows when Paulie and Beansie start trying to impress local girls in Florida about past specific crimes committed by the Jersey mob.
- Losing a Shoe in the Struggle: When Junior attacks Professor Lynch, his slipper flies off as he kicks him.
- Moe Greene Special: How Doc Santoro goes out.
- Motor Mouth: Paulie, and a source of concern for Tony.
- No-Holds-Barred Beatdown:
- Uncle Junior lays one on Professor Lynch, showing he still has chops despite his age.
- Uncle Junior receives one in turn from Carter Chong after Chong becomes completely disillusioned with Junior.
- N-Word Privileges: Silvio, "Looks like Phil's the main guinea over there now, huh?".
- Oh, Crap!:
- The look on Paulie's face says it all when Tony first starts asking him about who told Johnny Sack about the fat joke at Ginny's expense.
- And again when he sees the boat because it reminds him of the murder of Big Pussy.
- Orderlies are Creeps: Jameel (taking kickbacks from Junior) helps Junior run his poker games until the home administrators catch up to him.
- Parental Issues: Carter Chong has some pretty significant ones, a pair of parents who he feels are impossible to please.
- Peer Pressure Makes You Evil: Carter Chong's mother sees Uncle Junior as having a bad influence on her son.
- Pet the Dog: Paulie tries to make Tony feel better when he questions if his father ever valued him.
- Potty Failure: One of the new medications that Uncle Junior is obliged to take is meant to control his increasing incontinence. He ends up peeing his pants when he gets too caught up in cracking jokes for the other patients.
- Properly Paranoid: Tony expresses concern to Beansie over Paulie's loyalty and tendency to gossip. Considering that Paulie not only did indeed leak the fat joke about Ginny to Johnny (along with other information) but tried to stiff Tony's wife Carmela out of the money he was supposed to kick up to her while Tony was in a coma he's not wrong to think this way.
- Psychopathic Manchild: Uncle Junior, Paulie, and Carter Chong all exhibit behavior along these lines.
- Replacement Goldfish: Uncle Junior takes Carter Chong under his wing, as a sort of surrogate for Tony. Confirmed when Junior actually calls Carter, "Anthony".
- "Shaggy Dog" Story: Uncle Junior's efforts to get himself out of the institution, whether by concocting to have Uncle Pat sneak him out or writing letters of pleading to Dick Cheney. It's partly owing to Junior to a degree starting to enjoy life in the institution for a time.
- The Starscream: Phil, with the help of Butchie, has his hit men take out Doc Santoro to reclaim the throne of the New York family.
- Stealing from the Hotel: Paulie gets his hands on every piece of danish he can from the buffet room before joining Tony in the car.
- The Stool Pigeon: Professor Lynch reports Uncle Junior's poker games to the institution authorities.
- Suspicious Spending: One of the institution authorities notices that Jameel is wearing an expensive gold watch. He ultimately gets fired on the correct suspicion that he was doing favors for Uncle Junior in return for perks.
- There Is No Kill Like Overkill: Doc Santoro is whacked by a few hitmen. One of them shoots him in the eye, and then riddles his abdomen with bullets.
- Thousand-Yard Stare: Uncle Junior has one going on at the end of the episode, which Foreshadows that his condition will worsen yet.
- Tranquil Fury: Although Phil verbally gives Doc Santoro permission to eat food off his plate, it's easy to see that both Butchie and himself can barely restrain themselves.
- Verbal Tic: Paulie's distinctive laugh gets on Tony's nerves, to the point that Tony sincerely asks Paulie if he has Tourette's Syndrome.
- "Well Done, Son" Guy: Carter Chong explains to Uncle Junior that he scored 96 on a test in second grade. Only for his father to demand what happened to the other four percent. May also double as a Freudian Excuse for his anger issues.
- We Need a Distraction: Chong for a time provides distractions for the nurses administering Uncle Junior's medications, which provides Junior the opportunity to throw his pills away unnoticed.
- What Happened to the Mouse?: Carter Chong is not seen participating in animal-based therapy along with Uncle Junior and the rest of the patients, which certainly implies that he has been transferred out of that particular mental institution. Any details beyond that are never provided, and we never see or hear from him again.
- What You Are in the Dark: Possibly. Tony is seriously contemplating killing Paulie for past betrayals. There are no eyewitnesses around. And Tony eyeballs a pickaxe, and then a filet knife while Paulie has his back turned. But Tony decides to ultimately spare Paulie. Whether Tony decided that he could trust Paulie to remain loyal from that point onward, or whether he was uncertain whether Paulie's disappearance could be plausibly explained to the other capos and made men, is never clarified.
- You Have Failed Me: Averted. Tony comes within a hair of deciding to kill Paulie on the boat for telling Johnny Sack about the fat joke, which strained relations between New Jersey and New York, as well as other suspected betrayals.
