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"Margate Sands" is the twelfth episode of Season 3 of Boardwalk Empire, and the 36th episode overall. It was written by series creator Terence Winter and Executive Producer Howard Korder, and directed by Executive Producer Tim Van Patten. It first aired on 2 December 2012.


Official Synopsis[]

Desperate to weaken Gyp’s alliance with Masseria and reclaim Atlantic City, Nucky cedes control of one of his prized assets to Rothstein. Harrow returns to Gillian’s brothel for some unfinished business; Luciano is forced to take on a new heroin partner after being arrested in New York; Chalky and Capone put their enmity on hold while taking on Masseria’s men; Margaret decides to end one relationship and considers resuming another. (HBO Asia)


The arrival of Al Capone and his reinforcements incite a full on turf war in Atlantic City. The amount of dead on both sides generates massive media attention, who interview Mayor Edward Bader about the rising crime and the whereabouts of Nucky Thompson .

☀This episode confirms that Nucky is a brilliant strategic and tactical thinker.  Nucky outwits Rothstein by using Overholt Distillery as the bait.  By outwitting Rothstein he turns the tables on Rothstein (NYC) and Joe Masseria (NYC), and by the end of the episode Nucky has outplayed and outsmarted Rothstein, Masseria, Mellon, and the Feds. He's back in control of Atlantic City.


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The first of many massacres of Rosetti's men.

The episode begins with a massacre of several of Joe Masseria's men, who are gunned down by Al Capone, Chalky White, and Dunn Purnsley. Journalists follow Mayor Edward Bader asking questions about violence in the city, against a montage of violence and shootings.

Nucky is operating out of the lumber yard. Over the phone, Mickey Doyle tells him that once the Overholt distillery in West Overton, Pennsylvania (which Nucky agreed to operate for Andrew Mellon) is operational, he'll be the biggest bootlegger in the country. Meanwhile, tensions between Chalky White's and Al Capone's men are rising.

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Gyp running his operation from The Artemis Club.

Gyp Rosetti's men are still operating out of The Artemis Club, but all of the women except Gillian Darmody are gone. Joe Masseria meets with Rosetti at The Artemis Club. He is angry with Rosetti for losing men and for failing to kill Nucky Thompson or Arnold Rothstein. Rosetti reassures Masseria that he'll keep his promise. Masseria looks at his pocket watch, fixes Rosetti's clock, and leaves. Gillian brings lunch to her grandson Tommy,

, but he shies away from her and refuses to speak to her.

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The Thompson Brothers repair a car.

Nucky and Eli talk as they work on a car. The subject of their families comes up, but Nucky avoids saying where Margaret and the children have gone. Nucky expresses skepticism that anyone will ever deal with him again, but Eli tells him he just has to offer something everyone wants. Doyle calls Rothstein to tell him about Nucky's arrangement to run the Overholt distillery.

☀.  (Implied: Nucky has ordered Mickey Doyle to tell Rothstein about Overholt distillery and its potential value.  He is baiting Rothstein and using Doyle to set the bait.  Doyle also gives Rothstein Nucky’s phone number at the lumberyard.  Nucky, playing dumb, asks Rothstein where he got the lumberyard number when Rothstein calls him.  At the conclusion of the conversation Nucky says,"Big bait catches big rat."  Implied:  Nucky knows that Rothstein has taken the bait of Overholt distillery.)

The two police officers who arrested Charles Luciano, Sam Moceri and Gaetano Caiozzo, are interrogating Luciano about his business partners, his source for the heroin, and where he got the money to buy it. They beat him and threaten him, telling him he can disappear. He tells them he has 50 pounds of heroin and that he can tell them where it's located.

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Gillian seduces Rosetti.

Gillian meets with Rosetti, telling him that she thinks it's best she and Tommy leave The Artemis Club. Rosetti tells her she needs to stay, and talks about how he'll treat her like a queen once he is running Atlantic City. Realizing he is a masochist, she seductively tells him she'll give him what he wants.

Arnold Rothstein phones Nucky at the lumberyard. Rothstein offers a deal: he will get Joe Masseria to completely pull his support for Gyp Rosetti, in return for 99% ownership of the Overholt distillery. Nucky agrees to the deal, and hangs up with a smile.

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Rothstein makes Nucky an offer he can't refuse.

In Brooklyn, Margaret is living with her children, near her brother. She is meeting with a Doctor Harold and his wife (and assistant) about aborting her pregnancy. She has given them an assumed name, "Mrs. Rowan."

☀." (Note:  The name Rowan is very close to Margaret’s true maiden name “Rohan.”)

Luciano, now out of police custody, is waiting in a hallway with Lansky. He tells Lansky he cut a deal to avoid doing time, giving up the location of the fifty pounds of heroin. They go into the room, where they see fifty pounds of heroin on the desk. Joe Masseria tells them the heroin used to be theirs. When Lansky asks where Masseria got the heroin, Arnold Rothstein enters the room, and Masseria tells them that Rothstein now owns the heroin. Rothstein calls in his two associates, Sam Moceri and Gaetano Caiozzo, the two police officers who arrested Luciano. Luciano is furious at Rothstein for setting him up, but Lansky defuses the situation. Rothstein makes an offer to Masseria: in return for getting the heroin he

☀[Rothstein] paid for, he [Masseria]

will pull his support for Gyp Rosetti [who has taken over Atlantic City and has forced Nucky to flee for his life].

In the lumberyard, a fight between Capone's and Chalky's foot soldiers breaks out after Capone pulls a gun on Dunn Pernsley. Eli interrupts the fight by shooting a shotgun in the air, and Nucky informs them that Masseria has pulled his support for Rosetti, and that Rosetti doesn't know it yet.

☀(Implied:  Rothstein must have called Nucky again and

told him.) He meets with Chalky and Capone to plan their attack.

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Richard searches for Tommy at The Artemis Club.

At The Artemis Club, Gillian seduces Gyp, and ties his belt around his neck. She attempts to inject him with a syringe of heroin, but he wrestles it out of her control, and injects her with it. He looks out the window and sees Masseria's men driving off. He runs downstairs, asking where everyone went. One of Rosetti's men says they all left for New York on Masseria's orders, then gets shot in the head by Richard Harrow, who walks through the door wielding multiple firearms and massacring several of Rosetti's men. He searches room by room, and struggles with a man who he shoots in the head point-blank, spattering blood on his face. He enters Tommy's room, where one of Rosetti's men is holding a gun to Tommy's head. He slowly lowers his weapon, tells Tommy to close his eyes, and shoots the man in the head.

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Capone lets loose against Masseria's convoy.

As Masseria's men drive through the woods on their way to New York, their convoy is assaulted and they are massacred by both Capone's and Chalky's men, all of whom are wielding machine guns. Capone and Chalky survey the damage, and smile and nod to each other.

Nucky and Eli enter The Artemis Club, shocked at the carnage of Richard's massacre. They find Gillian in a daze, babbling about a bad man. One of Rosetti's men, Tonino Sandrelli, is shown still hiding in the closet.

Richard arrives at Julia's house carrying Tommy. Julia answers the door, and when Paul turns on the light, she sees his face is covered in blood. He tells her they are both unhurt, and that it isn't his blood. Paul tells her to go upstairs. Paul tells Richard to get cleaned up, but Richard says that Tommy is safe, and that that's all that matters. He leaves.

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Gaston Means feeds Arnold Rothstein's name to Andrew Mellon.

Andrew Mellon phones Esther Randolph and informs her that a criminal organization has taken over the Overholt distillery in his absence. When she asks if he would like her to arrest Nucky Thompson, he says that it was Nucky who brought it to his attention in the first place. Gaston Means then whispers Arnold Rothstein's name to Mellon, who repeats it to Esther Randolph.

☀[Nucky made a deal under duress to give Rothstein 99% control of the Overholt distillery in exchange for Rothstein’s withdrawing support from Masseria and thus Rosetti.  Implied:  Nucky called Mellon (or, Gaston Means) and reported that a criminal element (Rothstein) had taken control of Overholt distillery.  Then Mellon blows the whistle on Rothstein to the Feds (Esther Randolf) because Nucky put the bug in his ear.]  

Tonino drives up to a beach next to the road, where Rosetti and two associates are waiting. Rosetti talks about starting over, finding a town in the West where they can start a new operation. As Rosetti relieves himself on the beach, Tonino stabs Rosetti in the back and kills him. He cleans his blade as he walks to Nucky Thompson's car. Nucky tells him to send the body back to Joe Masseria, and warns him never to return to Atlantic City.

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Nucky ditches his signature red carnation before disappearing into the crowd.

Nucky goes to the squalid Brooklyn apartment where Margaret is living. He tells her that he is willing to forgive her for what she did in the past. He offers her money, and says the money doesn't mean anything. She responds that it does, then squeezes past him and goes into the apartment, shutting the door behind her.

On the Atlantic City Boardwalk, Nucky is stopped by someone who asks if he's Nucky Thompson, but he glares at the man. He pulls the red carnation from his lapel, and throws it on the ground.


First Appearances[]



  1. Gyp Rosetti - Stabbed in the back and gut by Tonino.
  2. Most of Gyp Rosetti's men - Killed at the Artemis Club by Richard Harrow.
  3. Large convoy of Joe Masseria's men - Gunned down by Al Capone, Chalky White, Dunn Purnsley, and associates.




  1. Steve Buscemi as Enoch "Nucky" Thompson
  2. Kelly MacDonald as Margaret Thompson
  3. Michael Shannon as Nelson Van Alden (credit only)
  4. Shea Whigham as Elias "Eli" Thompson
  5. Michael Stuhlbarg as Arnold Rothstein
  6. Stephen Graham as Al Capone
  7. Vincent Piazza as Lucky Luciano
  8. Michael Kenneth Williams as Chalky White
  9. Anthony Laciura as Eddie Kessler (credit only)
  10. Paul Sparks as Mickey Doyle
  11. Jack Huston as Richard Harrow
  12. Charlie Cox as Owen Sleater (credit only)
  13. Bobby Cannavale as Gyp Rosetti
  14. Gretchen Mol as Gillian Darmody

Guest Starring[]

  1. James Cromwell as US Secretary of the Treasury Andrew William Mellon
  2. Stephen Root as Gaston Means
  3. Julianne Nicholson as Assistant US Attorney Esther Randolph
  4. Anatol Yusef as Meyer Lansky
  5. Erik LaRay Harvey as Dunn Purnsley
  6. Ivo Nandi as Joe Masseria
  7. Kevin O'Rourke as Atlantic City Mayor Edward Bader
  8. Victor Verhaeghe as Atlantic County Treasurer Damien Fleming


1. Steven L. Barron as Vocal Reporter
2. Mark Borkowski as Paul Sagorsky
3. Gino Cafarelli
4. Chris Caldovino as Tonino Sandrelli
5. Peter Claymore as The Grey-Haired Man
6. Bill Cohen
7. Ned Coulter
8. Thomas Endres as Philadelphia Enquirer Reporter
9. Anthony Engellis
10. Barney FitzPatrick

11. Jason Furlani as Gaetano Caiozzo
12. Josie & Lucy Gallina as Emily Thompson
13. Anthony Gallo as Sam Moceri
14. Keith Herron
15. Nicholas Julius as Gino
16. Lanie McEwan
17. Malcolm Madera
18. Daniel Marcus
19. Rory and Declan McTigue as Teddy Thompson

20. Brady and Connor Noon as Tommy Darmody
21. Rocco Parente, Jr.
22. Neda Pesut
23. Greg Pronko
24. Wrenn Schmidt as Julia Sagorsky
25. Jehan Pierre Preacher Vassau
26. Frank Vlastnik


  1. Arnold Kinsella, Peter Jarvis, William Reardon-Anderson - "Battle of Atlantic City" plays during montage, shooting spree, while Mayor Bader adresses reporters.
  2. Jean-Yves Edmond Rigo - "Horror" plays during montage, shooting spree, while Mayor Bader addresses reporters.
  3. Vince Giordano and the Nighthawks - "Yes We Have No Bananas" plays during montage, Tonino & Gyp kill a man in alley.
  4. Vince Giordano and the Nighthawks - "Out of the East" plays as Masseria visits Gyp and stresses him to get Nucky Thompson.
  5. Original Dixieland Jazz Band - "Palesteena" plays as Masseria stresses Gyp to get Nucky Thompson, Gillian asks permission to visit Tommy and brings him lunch.
  6. Stephen DeRosa accompanied by Vince Giordano and the Nighthawks - "Barney Google" plays as Gyp and Gillian talks about how things are going to turn out and that he likes having Gillian around.
  7. Joseph C. Smith's Orchestra - "Hindustan" plays as Gyp and Gillian seduce each other.
  8. Sharon Van Etten accompanied by Vince Giordano and the Nighthawks - "What'll I Do" plays as Gyp wrestles the heroin syringe from Gillian, Richard massacres Rosetti's men, and Gyp escapes.
  9. Carousel Band Organ - "Dream Daddy" plays as Nucky walks the boardwalk.
  10. Patti Smith accompanied by Vince Giordano and the Nighthawks - "I Ain't Got Nobody" plays during end credits.


Literary allusion:  Eddie, in his delirium mutters lines in German (his native language) and English from “If” by Rudyard Kipling. The poem praises British stoicism and masculine rectitude.  In his unconscious state Eddie reveals much about his character, his inner self, and virtues he holds dear by muttering these lines.  Thus, we gain understanding into what has driven Eddie to be a loyal and devoted manservant to Nucky.  For Eddie, the true measure of a man is his humility and stoicism.

Literary allusion: Margate Sands alludes to “The Waste Land” by T.S. Elliot and the desolation in Europe at the end of WWI.  T.S. Elliot wrote the last 50 lines of “The Waste Land” at Margate Sands near Kent, England.

Memorable Quotes[]

  • Nucky Thompson (to Eli Thompson): "Big bait catches big rat."
  • Paul Sagorsky (to Richard Harrow): "You don't come home like this. Whatever battle you're fighting. It's not what a soldier does."

External Links[]

Season Three
#01 Resolution#07 Sunday Best
#02 Spaghetti and Coffee#08 The Pony
#03 Bone for Tuna#09 The Milkmaid's Lot
#04 Blue Bell Boy#10 A Man, A Plan...
#05 You'd Be Surprised#11 Two Imposters
#06 Ging Gang Goolie#12 Margate Sands