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"Spaghetti and Coffee" is the second episode of the third season of Boardwalk Empire, and the 26th episode overall. It was written by Executive Producer Howard Korder and directed by Alik Sakharov. It premiered on 23 September 2012.

Samuel Crawford approaches Chalky White to ask his permission to marry his daughter, Maybelle. Chalky has Samuel give him an impromptu physical to test his progress training as a doctor and is impressed when he picks up a mineral deficiency. Maybelle is less keen on the idea, unsure if she truly loves Samuel. Chalky insists that she must marry him for the good of the family, annoyed when she wonders about meeting someone more interesting like Chalky himself. Maybelle brings Samuel to a North Side jazz club owned by Chalky. He tries to confront her about her feelings but is interrupted by the boisterous dancers. He asks them to watch what they are doing and a man slashes his face with a switchblade. Chalky has Dunn Purnsley beat the knife wielder to a bloody pulp and then asks Maybelle if she still finds him interesting.

Eli Thompson is released from prison and is disappointed when Mickey Doyle picks him up. He resists Mickey's attempts to install him as an assistant in his bootlegging business, despite the order coming from Nucky Thompson. Mickey takes him to Tabor Heights to deliver a payoff to Sheriff Sickles in advance of a major liquor shipment passing through on its way to Arnold Rothstein; the town is Mickey's customary refueling point, half way between Atlantic City and New York. Eli gets a warm welcome from his family when he finally gets home. His son William has taken a job at a lumber yard to support them while Eli was imprisoned. Eli reluctantly re-evaluates the job offer seeing his family's need, and joins the convoy North. Gyp Rosetti lays in wait at the town and refuses to allow the convoy through, having bought the gas station and picketed the street with armed men. Mickey reluctantly turns back.

Margaret continues to investigate the paucity of health education for pregnant women at St. Theresa's Hospital. Dr. Douglas Mason confounds her with his doubt in her ability to effect change. She is disappointed when Nucky sends word that he will not be accepting an award from the Catholic Church. Nucky is in New York already, staying with Billie Kent at her apartment. He delivers his payoff to the Attorney General's new middleman, Gaston Means. His jealousy is stoked by seeing Billie flirting with a variety of men. He tells her that all he wants is to remain with her while everything runs itself.


Official synopsis[]

Mixing business with pleasure in New York, Nucky bristles at the collection tactics of Gaston Means, a “special investigator” with ties to Attorney General Harry Daugherty. At St. Theresa’s, Margaret is troubled when her altruism is met with resistance by both a patient and an idealistic doctor. Gyp extends his stopover in Tabor Heights, a town halfway between Atlantic City and New York, with an eye towards establishing a strategic foothold. Chalky and his daughter Maybelle fail to agree on her future with Samuel; Eli gets a new boss and faces new realities at home; a major liquor shipment takes an unexpected detour. (HBO August 22 press release, via SpoilerTV)


Gaston Means books into the Hotel Astor in New York City. He is there to act as the collections man for Attorney General Harry Daugherty's protection racket. Means drills a peep hole in the door to his adjoining room and empties the goldfish bowl he has brought with him into the sink. As an afterthought he retrieves the fish and puts it in a glass of water.

Nucky fishbowl

Nucky Thompson is unimpressed with Gaston Means' collection methods.

Nucky is in New York to make his payoff to Daugherty. He spends his visit with Billie Kent at her apartment. His jealousy is stoked when she answers the phone flirtatiously and again when he finds another man's razor in her bathroom. He heads to the Hotel Astor to deliver the money to Daugherty's middleman as agreed but is perturbed when he finds himself in an empty room with a goldfish bowl of money. Means calls through the door to put the money in the bowl but Nucky refuses. Means lets him into his room and reluctantly introduces himself. Nucky presses him for information about Daughety's troubles but he refuses to be bought so soon after meeting Nucky. Means says that he admires Nucky as someone who makes opportunities out of trouble and believes that he has the same quality. Means lets Nucky watch as George Remus drops his money off and then asks him to leave surreptitiously.

Nucky heads to Rothstein's house to find out more about Means. Rothstein says that he is infamous as a big personality but asserts that it is still worth paying Daughterty for protection despite the corruption accusations against him. They discuss details for the upcoming shipment and Rothstein catches Nucky making a mistake over the scheduling. Rothstein blames Nucky's distraction on his relationship with Billie and gently warns that she is a "vivacious young woman".

Margaret Thompson has breakfast at her home with her friend Cornelia Predock. She confides in Cornelia about witnessing the miscarriage at the hospital and what Dr. Douglas Mason told her about the cause; Escherichia Coli infection from raw milk. Cornelia is set to drive Margaret to the hospital when Owen Sleater arrives. Cornelia is thrilled that he remembers her from the New Year's Eve party but excuses herself to give them privacy. Owen delivers Margaret's household expenses from Nucky and tries to make small talk with her; she is coldly impassive and asks Owen to remind Nucky about his invitation to receive the St. George's award from the Catholic Church.

Margaret and Mason

Margaret Thompson meets with Dr. Douglas Mason.

Margaret's visit to the hospital does not go quite as she planned. She finds Edwina Shearer brusque and disinterested in discussing her miscarriage with a stranger. Margaret goes to see Dr. Mason to ask what he proposes they do about the lack of health education for pregnant women. She finds his manner infuriating and he confounds her with his doubt in her ability to effect change. She is further disappointed when she returns home to news that Nucky will not be accepting the award ceremony invitation. She tells her maid Prudence that she is confident she can change his mind.

Samuel Crawford visits Chalky White's honky tonk in the North Side of Atlantic City. He asks for Chalky's permission to marry his daughter, Maybelle. Chalky has Samuel give him an impromptu physical to test his progress training as a doctor. He is impressed when Samuel picks up a mineral deficiency by noticing white spots on his nails. He orders a plate of greens and welcomes Samuel to the family. Chalky returns home to find that Maybelle is less enthusiastic about the marriage. She is unsure if she truly loves Samuel and knows that she does not want to settle down with him. Chalky insists that she must marry him for the good of the family, because of his prospects as an educated man. She questions the beginnings of his own marriage and wonders about meeting someone more interesting, like Chalky himself. He is frustrated and orders her to marry Samuel.

Chalky 3x02 wide

Chalky White hears Samuel Crawford's request.

Maybelle brings Samuel to Chalky's Honky Tonk to see "The Little Professor" James Scott. He tries to confront her about her feelings but is interrupted by the boisterous dancers. He asks them to watch what they are doing and a man slashes his face with a switchblade. Chalky has Dunn Purnsley beat the knife wielder to a bloody pulp. He checks that Samuel can walk and asks him to take Maybelle home. Samuel insists on treating the man that attacked him. Maybelle is visibly shaken by the violence and Chalky forcefully asks if she still finds him interesting.

Eli release

Eli Thompson is picked up by Mickey Doyle on his release from prison.

Eli Thompson is released from State Prison. He is weary after serving out his sixteen month sentence for election rigging and is disappointed when Mickey Doyle arrives to collect him. Mickey gleefully informs Eli that Nucky has decreed that Eli now works for him. Eli is disgusted at the demotion and gets out of Mickey's car. Mickey talks him back into the vehicle by telling him that no-one else is coming for him.

Gyp Rosetti wakes up at the Kinneret Lodge in Tabor Heights, New Jersey. He is met at the door by his lieutenant, Tonino, who has cold coffee and questions about their purpose in town. Gyp ignores him and approaches the gas jockey at the neighboring filling station. He ascertains that Tabor Heights is the last refueling point in New Jersey when travelling from Atlantic City to New York.

Before taking Eli home Mickey makes a stop in Tabor Heights to pay off the local sheriff, Victor Sickles, in advance of a convoy heading to Arnold Rothstein stopping in the town. Eli recognizes Sickles from his days as Atlantic County's sheriff and Sickles is dismissive of him as a disgraced lawman.

Spaghetti and Coffee

Gyp Rosetti is forced to eat spaghetti and coffee

That night Gyp eats at the local diner. He is amused to find spaghetti and meatballs on the menu and tries to order some wine to go with it. Sheriff Sickles emerges from the rest room and tells Gyp that the coffee is good. Gyp settles for the legal accompaniment and jokes with Tonino that the dish is just like mama used to make.

Mickey prepares a shipment

Mickey prepares a shipment for Arnold Rothstein.

Mickey finally drops Eli off at home. He gets a warm welcome from his large family and is surprised to see how much his oldest son, William, has grown in his absence. Eli stays up all night building a toy plane he bought for William's birthday just before his incarceration. William rises early to head to his job at a lumber yard; he has been working to provide for the family in Eli's absence. Eli tries to tell him that he should go back to school but cannot dissuade him from heading to work. Faced with the realities of supporting his family, Eli reconsiders Mickey's job offer. He heads to Mickey's warehouse later in the day, as Mickey is preparing Rothstein's liquor shipment. Owen arrives to give the convoy team their instructions; they will be making two stops, one in Tabor Heights to refuel and their delivery to Rothstein's people in New York. Owen offers Eli $50 to join the convoy. Eli feigns reluctance and notes that he does not have a weapon. Owen takes the hint and hands him a pistol from his waistband.

Everybody got guns 3

Gyp bars the convoy's passage through Tabor Heights.

Nucky spends the evening with Billie and her friend Viola at a speakeasy. He is again reminded of Billie's relationships with other men when she flirts with a stockbroker at a neighboring table. The convoy stops in Tabor Heights as planned but they find the gas station deserted and the pumps locked. Owen tries to break in, looking for a key. Gyp emerges from the darkness with Sheriff Sickles and announces that he has bought the station and will not be supplying them. He has set up an ambush with at least a dozen armed men waiting in town. Owen turns the convoy around and stops at a nearby house to call Nucky. Nucky is in bed with Billie and refuses to let her answer the call, believing it is another man. He tells her that all he wants is to remain with her while everything runs itself. Unable to get further instructions Owen sounds out the idea of taking on Gyp's men with Eli. Eli is dubious of their guards stomach for a gun fight. They decide to head back to Atlantic City. Mickey is reluctant to disappoint Rothstein but is forced to go along with them.



Main:Spaghetti and Coffee/Appearances

First appearances[]

The following named, recurring characters are introduced in this episode:

  1. Gaston Means, Special investigator for the Department of Justice and Harry Daugherty's middleman in his protection racket.
  2. William Thompson, Eli's eldest son.
  3. Victor Sickles, Sheriff of Tabor Heights, New Jersey.
  4. Ramsey, Sickles' Deputy.







  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 (credit only)
  4. Shea Whigham as Eli Thompson
  5. Michael Stuhlbarg as Arnold Rothstein
  6. Stephen Graham as Al Capone (credit only)
  7. Vincent Piazza as 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
  11. Jack Huston as Richard Harrow (credit only)
  12. Charlie Cox as Owen Sleater
  13. Bobby Cannavale as Gyp Rosetti
  14. and Gretchen Mol as Gillian Darmody (credit only)

Guest Starring[]

  1. Stephen Root as Gaston Means
  2. Erik LaRay Harvey as Dunn Purnsley
  3. Meg Chambers Steedle as Billie Kent
  4. Patrick Kennedy as Dr. Douglas Mason
  5. Kerry O'Malley as Edwina Shearer
  6. Glenn Fleshler as George Remus


1. Clea Alsip as Viola
2. Domenic Joseph Ambroselli as Dermott Thompson
3. Joseph Aniska as Agent Stan Sawicki
4. Chris Caldovino as Tonino
5. E.J. Carroll as Sheriff Victor Sickles
6. Kevin Csolak as William Thompson
7. Justiin Davis as Lester White
8. Marc D. Donovan as Deputy Ramsey
9. Emily Dorsch as Cornelia Predock
10. Lola Freidenstine as Anne Thompson
11. Josie & Lucy Gallina as Emily Thompson
12. Madeline Getty as Nora Thompson

13. Charles Gray as the switchblade wielder
14. Mark Havlis as a Handyman
15. Matt Hobby as Phillip
16. Emma Holzer as Edith Thompson
17. Christina Jackson as Maybelle White
18. David Jackson as the Gas jockey
19. Robin Madel as Prudence
20. Jacqueline Pennewill as Lillian
21. Charlie Plummer as Michael Thompson
22. Grace Rex as the Diner Waitress
23. Ty Michael Robinson as Samuel Crawford
24. Jonathan Ruckman as Mickey's man

25. Nisi Sturgis as June Thompson
26. Dominique Swift as Adeline White
27. Nick Wyman as Dr. Landau
28. Brandon Zumsteg as Brian Thompson
29. Brian Harlan Brooks as Jazz Dancer #1
30. Terrence Clowe as Jazz Dancer #2
31. Cicily Daniels as Jazz Dancer #3
32. Queen Esther as Jazz Dancer #4
33. Francesca Harper as Jazz Dancer #5
34. Dameka Hayes as Jazz Dancer #6
35. James Jackson Jr. as Jazz Dancer #7
36. Ernest Williams Jr. as Jazz Dancer #8


  1. Unknown as Thompson daughter 4
  2. Unknown as Stock broker
  3. Unknown as "The Little Professor" James Scott


Opening credits[]

  1. Meredith Tucker - Casting
  2. Bill Groom - Production Designer
  3. Tim Streeto, A.C.E. - Editor
  4. David Franco - Director of Photography
  5. Steve Kornacki - Co-Producer
  6. Steve Turner - Producer
  7. Rick Yorn - Producer
  8. Joseph E. Iberti - Episodic Producer
  9. David Stenn - Supervising Producer
  10. Chris Haddock - Co-Executive Producer
  11. Diane Frolov &
  12. Andrew Schneider - Co-Executive Producers
  13. Eugene Kelly - Co-Executive Producer
  14. Howard Korder - Executive Producer
  15. Tim Van Patten - Executive Producer
  16. Stephen Levinson - Executive Producer
  17. Mark Wahlberg - Executive Producer
  18. Martin Scorsese - Executive Producer
  19. Terence Winter - Executive Producer
  20. Terence Winter - Creator
  21. Howard Korder - Writer
  22. Alik Sakharov - Director

Closing credits[]

  1. Jeffrey Gibson - Stunt Coordinator
  2. Joseph E. Iberti - Unit Production Manager
  3. Dhana R. Gilbert - Unit Production Manager
  4. Jude Gorjanc - First Assistant Director (AD)
  5. Ted O'Connor - Second AD
  6. Pepper O'Brien - Co-Producer
  7. John Dunn - Costume Designer
  8. Lisa Padovani - Co-Costume Designer
  9. Randall Poster - Music Supervisor
  10. Lesley Robson-Foster - Visual Effects Supervisor
  11. John Flavin - Associate Producer
  12. Cristine Chambers - Associate Producer
  13. Jennifer Ames - Associate Producer
  14. Pat Birch - Choreographer
  15. Deanna Dys - Assistant Choreographer
  16. Nelson Johnson - Based on his book Boardwalk Empire


  1. Jazz Orchestra - "Blues My Naughty Sweetie Gives Me" plays as Nucky helps Billie with the radiator leak.
  2. Meg Chambers Steedle - "Humming Bird Song" sung by Billie Kent while Nucky discovers another man's razor in Billie's bathroom.
  3. Peter Yarin - "Dunns Blues": plays as Samuel asks for Maybelle's hand from Chalky White.
  4. Imperial Marimba Band - "Glo Worm" plays as Nucky talks to Gaston through the door.
  5. March Arthur Pryor's Band - "The Falcon March" plays as Nucky is hesitant to leave the money in the bowl.
  6. Josef Hofmaann - "Nocturne, from Mignonettes" plays as Nuckys asks Rothstein about Gaston.
  7. BE - "My Rambler Rose" plays as Billie describes her hummingbird act to Viola and Nucky at a speak.
  8. BE - "Original Jelly Roll Blues" plays as Raucous dancing takes place at Chalky's honky tonk and Samuel gets his face slashed.
  9. Pockey LaFarge - "Love Sick Blues" plays as Mickey orders the convoy to turn back to Atlantic City.




Memorable Quotes[]

Gyp Rosetti: What's that? A gun? (points gun at Nucky's crew) I got a gun. I got a gun. (Nucky's crew puts guns out) He got a gun. He got a gun. Everybody got guns.

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