Boardwalk Empire Wiki
Season 3
No. of episodes 12
Original run September 16, 2012 – December 2, 2012
DVD release August 20, 2013
Season chronology
Season 2
Season 4

Season 3 of Boardwalk Empire premiered on September 16, 2012 on HBO.

Season 3 begins on New Year's Eve 1922, 16 months after the events of Season 2's finale, "To the Lost".


Main article: Season 3 cast

Changes in the main cast[]

The main change in the main cast compared to the previous two seasons is the absence of Aleksa Palladino (Angela Darmody), Dabney Coleman (Commodore Louis Kaestner), Michael Pitt (James Darmody), and Paz de la Huerta (Lucy Danziger) because of events in the previous season. Of these, Michael Pitt is the only one who appears in the third season, having uncredited appearances in the episodes "Bone for Tuna" (using stock footage from the pilot, "Boardwalk Empire") and "Ging Gang Goolie" (in photos at Gillian Darmody's home).

Charlie Cox, playing Owen Sleater and previously credited as a guest star, and Bobby Cannavale, playing new main character Gyp Rosetti, join the main credits.


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

Guest Starring[]

  1. William Forsythe as Manny Horvitz
  2. Christopher McDonald as Harry Daugherty
  3. Anatol Yusef as Meyer Lansky
  4. Greg Antonacci as Johnny Torrio
  5. Meg Chambers Steedle as Billie Kent
  6. Stephen DeRosa as Eddie Cantor
  7. Kevin O'Rourke as Edward Bader
  8. Victor Verhaeghe as Damien Fleming
  9. Arron Shiver as Dean O'Banion
  10. Patrick Kennedy as Dr. Douglas Mason
  11. Michael Cumpsty as Father Brennan
  12. Glenn Fleshler as George Remus
  13. Lucas Caleb Rooney as Joe Miller
  14. Geoff Pierson as Senator Walter Edge
  15. Michael Cumpsty as Father Ed Brennan
  16. Erik LaRay Harvey as Dunn Purnsley
  17. Stephen Root as Gaston Means



  1. Terence Winter - Executive Producer, creator, show runner (12 episodes)
  2. Martin Scorsese - Executive Producer (12 episodes)
  3. Tim Van Patten - Executive Producer (12 episodes)
  4. Howard Korder - Executive Producer (12 episodes)
  5. Mark Wahlberg - Executive Producer (12 episodes)
  6. Stephen Levinson - Executive Producer (12 episodes)
  7. Eugene Kelly - Co-Executive Producer (12 episodes)
  8. Diane Frolov - Co-Executive Producer (12 episodes)
  9. Andrew Schneider - Co-Executive Producer (12 episodes)
  10. Chris Haddock - Co-Executive Producer (12 episodes)
  11. David Stenn - Supervising Producer (12 episodes)
  12. Joseph E. Iberti - Episodic Producer, Unit Production Manager (12 episodes)
  13. Steve Turner - Producer (12 episodes)
  14. Rick Yorn - Producer (12 episodes)
  15. Steve Kornacki - Co-Producer (12 episodes)
  16. Pepper O'Brien - Co-Producer (12 episodes)
  17. John Flavin - Associate Producer (12 episodes)
  18. Cristine Chambers - Associate Producer (12 episodes)
  19. Jennifer Ames - Associate Producer (12 episodes)


  1. Terence Winter - Head writer, episode writer "Resolution"
  2. Howard Korder - Senior writer, episode writer "Spaghetti and Coffee"
  3. Chris Haddock - Senior writer, episode writer "Bone For Tuna"
  4. David Stenn - Senior writer, episode writer "Blue Bell Boy"
  5. Nelson Johnson - Based on his book Boardwalk Empire


  1. Tim Van Patten - Episode director ("Resolution")
  2. Alik Sakharov - Episode director ("Spaghetti and Coffee")
  3. Jeremy Podeswa - Episode director ("Bone for Tuna")
  4. Kari Skogland - Episode director "Blue Bell Boy"
  5. David Franco - Director of Photography (12 episodes)
  6. Julie A. Bloom - First Assistant Director (AD) (6 episodes)
  7. Jude Gorjanc - First AD (6 episodes)
  8. Patrick McDonald - Second AD (6 episodes)
  9. Ted O'Connor - Second AD (6 episodes)


  1. Meredith Tucker - Casting (12 episodes)
  2. Bill Groom - Production Designer (12 episodes)
  3. Kate Sanford, A.C.E. - Editor (6 episodes)
  4. Tim Streeto, A.C.E. - Editor (6 episodes)
  5. Jeffrey Gibson - Stunt Coordinator (12 episodes)
  6. Dhana R. Gilbert - Unit Production Manager (12 episodes)
  7. John Dunn - Costume Designer (12 episodes)
  8. Lisa Padovani - Co-Costume Designer (12 episodes)
  9. Randall Poster - Music Supervisor (12 episodes)
  10. Lesley Robson-Foster - Visual Effects Supervisor (12 episodes)
  11. Pat Birch - Choreographer (3 episodes)
  12. Deanna Dys - Assistant Choreographer (3 episodes)



Season # Series # Title Writer Director Original airdate
1 25 "Resolution" Terence Winter Tim Van Patten September 16 2012
Resolution Nucky Thompson plans a lavish Egyptian themed party at his home to see out 1922. He brings his mistress Billie Kent, posing as a dancer. Tension still runs high in his marriage over Margaret donating a swathe of valuable land to the church. Gillian Darmody has converted The Commodore's lavish home into a brothel and employed Richard Harrow as a "caretaker". Harrow kills Manny Horvitz unexpectedly. New York gangsters flock to Nucky's party, including volatile Gyp Rosetti. Rosetti is enraged when Nucky announces that he will supply Arnold Rothstein exclusively. Turf disputes in Chicago heat up between Irish mobster Dean O'Banion and Al Capone. Fugitive Nelson Van Alden is posing as salesman Mr. Mueller. He is frustrated at work and stumbles into a confrontation between O'Banion and Capone and impresses O'Banion.
2 26 "Spaghetti and Coffee" Howard Korder Alik Sakharov September 23 2012
Eli 3x02 Samuel Crawford proproses to Chalky White's daughter, Maybelle, who is unsure. She brings him to Chalky's jazz club where a man slashes his face with a switchblade. Chalky has the knife wielder beaten to a bloody pulp. Eli Thompson is released from prison and is disappointed when Mickey Doyle picks him up and takes him to Tabor Heights to deliver payoffs. The town is Mickey's customary bootlegging refueling point, half way between Atlantic City and New York. Eli is welcomed home by his family and, seeing their need, reluctantly goes to work for Mickey. Rosetti buys the Tabor Heights gas station and pickets the street with armed men blocking the shipment. Margaret investigates the paucity of health education for pregnant women. Nucky visits New York, staying with Billie and delivering a payoff to Gaston Means.
3 27 "Bone for Tuna" Chris Haddock Jeremy Podeswa September 30 2012
Gillian and Gyp - Bone For Tuna Nucky tries to appease Gyp and end the blockade of his shipments but inadvertently insults him. Lucky Luciano and Meyer Lansky try to complete a heroin deal but are attacked by Joe Masseria's men. Richard takes responsibility for Manny's murder to Nucky and clarifies that it was revenge for Angela Darmody. Van Alden fears recognition when he is caught in a speakeasy raid but is allowed to pay his way free. Margaret uses Nucky receiving the St. Gregory's Award to manipulate support for her planned women's clinic. Nucky is troubled by nightmares and hallucinations relating to killing Jimmy and desperately seeks solace with Billie.
4 28 "Blue Bell Boy" David Kari Skogland October 7 2012
Blue Bell Boy Nucky orders his bootleggers to avoid Tabor Heights and restarts the search for Rowland Smith, annoyed that his crew are looking to Owen Sleater for leadership. They track Smith to his hideout but are trapped there with him when corrupt Philadelphia Prohibition Agents raid the place. As they hide in the basement, Smith tries to charm Nucky into giving him a job. When the feds leave Nucky kills Smith himself, reestablishing his power for Owen. Mickey is desperate to supply Rothstein and ignores Nucky's order over Eli's protests. Eli scouts ahead and realizes that an ambush is being set-up but is unable to spare the convoy. Margaret begins advertising the women's clinic. Luciano is summoned to negotiate with Masseria. Capone faces his son being bullied at school and murders Joe Miller after Miller attacks Jake Guzik.
5 29 "You'd Be Surprised" Diane Frolov &
Andrew Schneider
Tim Van Patten October 14 2012
You'd Be Surprised Rothstein vents about Nucky's failure to deliver his liquor shipments. Nucky blames Gyp but Rothstein is reluctant to provoke Masseria. Rothstein employs Benjamin Siegel to assassinate Gyp but the hit goes awry. Nucky remains fixated on Billie and is disappointed with rehearsals of her play. He has Chalky strongarm Eddie Cantor into getting involved. Margaret stumbles across Nucky with Billie. Gillian Darmody opts to maintain her denial about Jimmy's death at the expense of her business. Van Alden and Sigrid kill a prohibition agent to protect their identities and he turns to Dean O'Banion for assistance in disposing of the body. The Attorney General's office comes under fire from Andrew W. Mellon and Means recommends the arrest of a major bootlegger to deflect the criticism.
6 30 "Ging Gang Goolie" Steve Kornacki Ed Bianchi October 21 2012
Ging Gang Goolie A fire at the Thompson residence draws Owen Sleater and Margaret Thompson closer. She suspects Teddy given his history and confesses her fears to Owen before re-initiating their affair. Nucky Thompson confronts Harry Daugherty about his crumbling operation and deduces that he is Daugherty's intended scapegoat. Nucky is arrested and Esther Randolph prosecutes the trivial charge. Nucky suggest an alliance against Daugherty, promising her a career case. Means later calls Nucky and offers to facilitate his plan with an introduction. Richard Harrow connects with Julia Sagorsky, the daughter of an embittered veteran. Gillian Darmody feuds with Lucky Luciano and seduces Jimmy surrogate Roger McAllister.
7 31 "Sunday Best" Howard Korder Allen Coulter October 28 2012
Sunday Best June and Margaret Thompson organize a family Easter dinner that serves to bring the estranged Nucky and Eli together. Richard Harrow and Tommy Darmody dine with the Sagorskys and Richard works a date with Julia. Gillian Darmody murders Roger McAllister and passes his body as that of her son, Jimmy Darmody, in an attempt to get full control of his economic assets. Gyp Rosetti manages to get a second chance in extremis from his boss, Joe Masseria, promising him to bring down Nucky Thompson and Arnold Rothstein.
8 32 "The Pony" Terence Winter & Howard Korder Tim Van Patten November 4 2012
Boardwalk-bomb Joining Gillian are Richard Harrow and her adviser, Leander, as the body of the man Gillian claims to be Jimmy is cremated. In reality, it was the man who looked like her son, Roger, whom Gillian drugged and drowned.

News gets around that Jimmy has died, and Nucky seems a bit confused, since it was he who shot Jimmy at the end of season two. Nucky pays a visit to Gillian to offer his condolences. She tells the story about how he returned home from “one of his excursions” and had a substance abuse problem. Nucky goes along with the story until she tosses a drink in his face, accusing him of killing her son. He tells her the only reason she exists is because he is in town...

9 33 "The Milkmaid's Lot" Rolin Jones Ed Bianchi November 11 2012
Peg-Emily-Nucky-birthday Reeling from Gyp’s most recent attack, Nucky vows to eliminate his nemesis through a coalition of familiar partners. In Washington, the arrest of a high-profile bootlegger puts Daugherty and Jess Smith on the hot seat. Emily gets a scaled-down birthday party; Gillian blames an absent Harrow for Tommy’s latest misadventure; Gyp decides to buy a town’s silence; Broadway mourns a fallen star...
10 34 "A Man, A Plan..." David Flebotte Jeremy Podeswa November 18 2012
Margaret-Owen-AMAP Nucky reaches out to Gaston Means to keep Jess Smith quiet in Washington, and enlists Owen to neutralize Gyp’s alliance with Joe Masseria in New York. Margaret considers alternate futures, at the hospital and at home; Van Alden’s side business backfires; Gyp fumes when a shipment comes up short; Harrow coerces an apology for Julia; Chalky sees opportunity in the ashes of a boardwalk institution...
11 35 "Two Imposters" Howard Korder Allen Coulter November 25 2012
Gyp at Nucky's desk Gyp makes his move in Atlantic City, forcing Nucky and Eddie to seek refuge with Chalky. With the Artemis Club overrun by Rosetti thugs, Gillian contemplates a business future that includes an unwelcome partner. Luciano makes a deal he’ll come to regret; Harrow loses his house privileges...
12 36 "Margate Sands" Terence Winter & Howard Korder Tim Van Patten December 2 2012
Richard harrow blood 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...