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"Havre de Grace" is the eleventh episode of the fourth season of Boardwalk Empire, and the 47th episode overall. It was written by Executive Producer Howard Korder and helmed by regular director by Allen Coulter. It first aired on November 17, 2013.



Nucky takes inventory after being warned of a skunk in his cellar. On the lam following a close call, Chalky and Daughter take refuge outside Havre de Grace, Maryland with Oscar Boneau, his mentor from years ago. Gillian considers selling her mansion and starting a new life with Roy Phillips.



Out of the gloomy, dark fog, voices and the faint outlines of faces appear. Chalky White (Michael K. Williams) and Daughter Maitland (Margot Bingham) are once again in the backseat of a car. But this time, instead of driving to their would-be demise (as they almost did at the climax of last week’s episode, a harrowing conclusion that saw the injured Chalky escape death by a hair’s breadth), they’re being taken to safety. Though you might not know it from the icy demeanor of their chauffeurs.

Where the prior episode was electrically charged and nerve-wracking, “Havre De Grace” is moody and menacing—a foreboding pall of portent thick in the night sky. In the wee hours of the night, on the edge of the Pennsylvania and Maryland border, Chalky and Maitland are taken to the titular Havre De Grace, a rural town in Northeast Maryland that houses Oscar Boneau (Lou Gossett Jr.), Chalky’s old mentor. Oscar is worse for wear, mostly blind, cantankerous and old; like an elderly dog that’s overstayed his welcome in life. But as an old friend who taught Chalky everything he knows, Oscar is there for him in this time of need (the literal translation of the town is Haven of Grace for anyone checking the thematic temperature this week). This is an episode you’ll need to keep your ears open to, paying strict attention. Rather than receiving the backstory of Chalky and Oscar in expository monologues, their involved relationship and history unfolds in organic pieces of dialogue over meals and late-night porch conversations. But what we glean, if listening in, is that Oscar was a former bootlegger himself who also worked with and under the era of The Commodore (Nucky’s Atlantic City mobster predecessor played by Dabney Coleman). He was once the Chalky White of his day, but that was a lifetime ago. Oscar is bitter, cranky, but still has wisdom to give his old protege, and part of that is ditching the girl, Daughter Maitland, who got Chalky into this mess in the first place.

As Chalky lays low to recover from his recent ordeal, Enoch “Nucky” Thompson (Steve Buscemi) gets a tip that’s about to lead him to understand what’s really been going on under his own nose. “There’s a skunk in your cellar,” venal special investigator for the Department of Justice Gaston Means (Stephen Root) says in a desperate, possibly drunken phone call to Nucky in the middle of the night. Still in a sleepy fog, Nucky can barely understand that Means is trying to sell him information (the fact that FBI Agent Knox is not who he says he is, and more importantly not as corrupt as Nucky believes). Before Means can make a sale, a frustrated Nucky hangs up and then Means is arrested by the United States Capitol Police for perjury in front of the Senate committee. Who sold out Means, how it connects to the narrative of this episode and more will remain a mystery for now.

But more importantly, it plants a seed in Nucky’s head the next morning that he can’t shake. “Who don’t you trust?” Nucky questions his brother (Shea Whigham) out of the blue when the Eli Thompson family comes over for dinner. Imperceptibly shaken, but not unnerved, Eli, who just came from a shakedown meeting with FBI Agent Knox (Brian Geraghty), tries to brush it all off or throw Nucky off the scent, but it doesn’t work. Just hours earlier, Knox gave Eli an ultimatum: get his mobster brother in a room with all the co-conspirators of this bootlegging operation, Narcisse, Masseria, Petrocelli, Lansky and Luciano together discussing the particulars of their ongoing activities across state lines, or face the consequences of his son Will likely heading to jail.

All seems well until dinner, which is up until this moment a jovial affair. Eli’s wife June (Nisi Sturgis) innocently brings up the “baby faced” insurance man that dropped by the Thompson household (Agent Knox a few episodes ago). Who could this be? Eli tips his hand by losing his cool, erupting at June over dinner and killing the mood. Why such furor over an innocent anecdote? Nucky exchanges side glances with Eli’s eldest son William (Ben Rosenfield): what was that all about? After dinner, Nucky even quizzes Will outside while they share a smoke, does he know anything? He doesn’t, but Will’s hesitance is enough to pique Nucky’s growing suspicion. As it’s all starting to add up, the family says their goodbyes for the evening and June adds to Nucky that Eli’s been drinking again. Perhaps to quell the pain of his betrayal? Nucky teases his brother with a little monologue about their past—a teenage crush symbolizing the things the boys both wanted in their youth—and says his goodbyes. More importantly, he gives Eli want he’s been asking for—agreeing to a meeting with all the top mobsters (just like the FBI asked for). “I think it’s the best way out of this,“ Eli says, but with the lasting look Nucky gives Eli as the car drives away (one that Will catches), it’s enough to discern that the Atlantic City kingpin is no fool and is on to his brother’s trap.

“You need to be realistic,” New Jersey lawyer and power broker Leander Cephas Whitlock (Dominic Chianese) tells Gillian Darmody (Gretchen Mol). He’s referring to selling the Commodore’s mansion, the one she now owns. She needs money and she’s in a long custody battle for Tommy Darmody (Brady Noon), her grandson and only surviving relative. When she turns to her lawyer for advice, he says they still have a good chance of winning, but the way through with the case is to drag it through the courts for years and bleed the other half dry financially. Gillian knows, however, this could mean years where Tommy isn’t living with her and is possibly in a foster home. Brazenly, she goes to visit Tommy later in secret at the Sagorsky household. While she gets a few brief moments with her grandson, she is quickly interrupted by Richard Harrow (Jack Huston) who basically wants her to beat it despite their past. Gillian just wants to give Tommy a gift, some of Jimmy Darmody’s military dog tags, and Richard eventually relents. “Then you’ll both take good care of him,” Gillian says spying the wedding ring on Richard’s hand. This is her goodbye to Tommy.

Having made her decision, Gillian comes to find her love interest Roy Phillips (Ron Livingston), but finds him in rather oddly rough looking shape. Phillips has had a major secret up his sleeve all season and it’s soon to be unveiled. Glum and moody at dinner, Gillian—who’s made her mind up to sell the mansion—doesn’t understand his doldrums. Phillips says he has to leave town, the reason he’s been here on business has come to an end. But before Gillian can be too crushed, he asks her to marry him, much to her elation.

Things take a hairpin turn for the unexpected soon. As they leave for the evening, Roy is accosted by a drunken man, and fearing the attacker, shoots him dead. Stricken, he doesn’t know what to do, but Gillian kicks into gear and assays them to quickly escape from the scene of the crime. Back at the mansion Phillips is wracked with guilt. Seeing her man crumble before her, and thus her whole new future, Gillian attempts to soothe him: she tells Phillips that he can just block out the pain of wrongdoings and move on. She admits to him that Jimmy Darmody (Michael Pitt) did not drown in a bathtub. It was a similar-looking random young man that she drowned so she could fake his funeral.

And then it comes: the big reveal. Phillips has been undercover this entire time, and this sting on Gillian has been a success. “We are not [going to California],” he tells her to strip of her of her delusions. “I was hired to do a job,” revealing he is part of the Pinkerton detective agency and Gillian has just confessed to first-degree murder. “I owed Louis something,” Leander says, referring to the Commodore, coming out of the shadows and revealing himself to be the mastermind of this gambit. “I’m sure you can understand that.” In disbelief of this betrayal, Gillian snaps, wailing against her doom while Roy, who could have genuine feelings for her, looks pained.

Back in Maryland, Chalky and Daughter have a come to jesus talk. Chalky’s considering going back to Atlantic City to wreak havoc and revenge on Dr. Narcisse (Jeffrey Wright) and Nucky Thompson—who he believes betrayed him last episode. But Daughter has another plan: leave all this behind, run away and never come back. Before Chalky can come to any decisions, he is interrupted by Oscar. The old man tells Chalky over a sleepless, late-night conversation that he should cut his losses: stay in Maryland and rebuild something new, and turn Daughter loose, before she does him in.

In the final hours of the evening, Chalky awakes to find Daughter gone from his bedside. Walking downstairs through the house, he comes to find Oscar on the porch, shotgun in hand. Daughter has left. Before Chalky can become upset, he wisens up to the score: there’s an ambush in the woods and Oscar is prepared to go down fighting. The Dr. Narcisse-employed assassins, tipped off to Chalky's location by Oscar's own man Neems, cut the house down, but Oscar, Chalky, Oscar’s nephew Winston, and his men rally to shoot them all down dead in a violent hail of back and forth gunfire. The siege is not without its casualties. Oscar takes one in the chest and dies, leaving Chalky on his knees with only one option left: revenge. Meanwhile, before the evening ends, Nucky places an important call to Sally Wheet (Patricia Arquette), his bootlegging partner in Florida. He’s been thinking and has a plan: he wants out of the business.


First Appearances[]

  1. Oscar Boneau - Chalky White's old mentor.


  1. Oscar Boneau - Shot by Narcisse's men.
  2. One unnamed men working for Narcisse - Shot by Chalky White.
  3. Three unnamed men working for Narcisse - Shot by Winston and Levi.




  1. Steve Buscemi as Nucky Thompson
  2. Kelly MacDonald as Margaret Thompson (credit only)
  3. Michael Shannon as Nelson Van Alden / George Mueller (credit only)
  4. Shea Whigham as Eli Thompson
  5. Michael Stuhlbarg as Arnold Rothstein (credit only)
  6. Stephen Graham as Al Capone (credit only)
  7. Vincent Piazza as Salvatore Charlie "Lucky" Luciano (credit only)
  8. Michael Kenneth Williams as Chalky White
  9. Anthony Laciura as Eddie Kessler (credit only)
  10. Paul Sparks as Mickey Doyle (credit only)
  11. Jack Huston as Richard Harrow
  12. Ron Livingston as Roy Phillips
  13. Jeffrey Wright as Valentin Narcisse (credit only)
  14. and Gretchen Mol as Gillian Darmody

Guest Starring[]

  1. Patricia Arquette as Sally Wheet
  2. Louis Gossett Jr. as Oscar Boneau
  3. Dominic Chianese as Leander Whitlock
  4. Stephen Root as Gaston Means
  5. Brian Geraghty as Agent James Tolliver / Warren Knox
  6. Ben Rosenfield as Willie Thompson
  7. Margot Bingham as Daughter Maitland


  1. Steve Beauchamp as Sid
  2. Zachary Clark
  3. Brian D. Coats as Levi (Boneau's man)
  4. Evan DiMartino
  5. D'Monroe as Weems (Boneau's man)
  6. Scott Drummond
  7. Lola Eve Friedenstine as Anne Thompson
  8. Madeline Getty as Nora Thompson
  9. Brian Tyree Henry as Winston AKA Scrapper (Boneau's nephew)
  10. Emma Holzer as Edith Thompson
  11. Warren Kelley as David Hewson
  12. Tim Kelly
  13. David McElwee as Roger's friend
  14. Brady & Connor Noon as Tommy Darmody
  15. Justin Patterson
  16. Charlie Plummer as Michael Thompson
  17. Derrick Simmons
  18. Bob Sorenson as Dale
  19. Nisi Sturgis as June Thompson
  20. Brandon Zumsteg as Brian Thompson


Opening credits[]

  1. Meredith Tucker - Casting
  2. Bill Groom - Production Designer
  3. Kate Sanford, A.C.E. - Editor
  4. David Franco - Director of Photography
  5. Rick Yorn - Producer
  6. Joseph E. Iberti - Episodic Producer
  7. Eric Overmyer - Co-Executive Producer
  8. Eugene Kelly - Co-Executive Producer
  9. Howard Korder - Executive Producer
  10. Tim Van Patten - Executive Producer
  11. Stephen Levinson - Executive Producer
  12. Mark Wahlberg - Executive Producer
  13. Martin Scorcese - Executive Producer
  14. Terence Winter - Executive Producer
  15. Terence Winter - Creator
  16. Howard Korder - Writer
  17. Allen Coulter - Director

Closing credits[]

  1. Stephen Pope - Stunt Coordinator
  2. Brad Carpenter - Co-Producer
  3. Dhana Rivera Gilbert - Unit Production Manager
  4. Joseph E. Iberti - Unit Production Manager
  5. Julie A. Bloom - First Assistant Director (AD)
  6. Jessica Pollini - Second AD
  7. Pepper O'Brien - Co-Producer
  8. John Dunn - Costume Designer
  9. Lisa Padovani - Co-Costume Designer
  10. Randall Poster - Music Supervisor
  11. Lesley Robson-Foster - Visual Effects Supervisor
  12. David Matthews - Executive Story Editor
  13. Cristine Chambers - Staff Writer
  14. Jennifer Ames - Staff Writer
  15. & Steve Turner - Staff Writer
  16. John Flavin - Associate Producer
  17. Russ Hammonds - Associate Producer
  18. Nelson Johnson - Based on his book Boardwalk Empire



Memorable Quotes[]

Levi "I ain't driving down to fetch you this time you get all lushed."


External links[]

Season Four
#01 "New York Sour"#07 "William Wilson"
#02 "Resignation"#08 "The Old Ship of Zion"
#03 "Acres of Diamonds"#09 "Marriage and Hunting"
#04 "All In"#10 "White Horse Pike"
#05 "Erlkonig"#11 "Havre De Grace"
#06 "The North Star"#12 "Farewell Daddy Blues"