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"The Milkmaid's Lot" is the ninth episode of Season 3 of Boardwalk Empire, and the 33rd episode overall. It was written by Rolin Jones and directed by Ed Bianchi. It aired on 11 November 2012.



Reeling from Gyp’s most recent attack, Nucky vows to eliminate his nemesis through a coalition of familiar partners. However, once in the meeting Arnold Rothstein has made another proposal which has moved everyone else. 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. (HBO Publicity)


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The cleanup effort at Babette's Supper Club.

After surviving the explosion at Babette's Supper Club, Nucky Thompson is seen by his doctor. He experiences blurred vision, headaches, and tinnitus. He asks for his brother Eli, but mistakenly calls him Eddie. He keeps experiencing flashbacks to the moment Billie Kent died.

Margaret and the children are staying in Nucky's suite at the Ritz Carlton. Speaking with Margaret privately in Nucky's office, Owen tells Margaret that it was Gyp Rosetti who planted the bomb. Nucky interrupts their meeting, acting strangely and asking about the pony for Emily's birthday. He has trouble hearing what people are saying.

During a meeting with leaders of Atlantic City, Nucky, still confused about who people are, tells them to claim it is a gas leak. Teddy interrupts the meeting, telling Nucky that the gypsy man is on the phone. It is Gyp Rosetti. Gyp reads a newspaper article to Nucky about Billie, and offers condolences on behalf of himself and Joe Masseria. Nucky hangs up and angrily begins throwing things. When Eli stops him, Nucky doesn't realize Eli is his brother. He tells Owen to call Frankie Yale, Waxey Gordon, Peg Leg Lonergan, "Wild" Bill Lovett, John Torrio, and Arnold Rothstein and ask them to come to Atlantic City, to begin a war against Joe Masseria.

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Emily's birthday party.

At Emily's birthday party, everyone waits for Nucky. When he comes in, he acts strangely, expressing surprise that there is a birthday party and forgetting Margaret's name. He asks Emily if she enjoyed her birthday pony, mentions a gypsy, then clumsily removes the top of the cake, upsetting Emily. He tells the kids it was just a gas leak, and then passes out.

After they put Nucky to bed, Owen and Margaret speak privately in Nucky's empty office. Owen reveals to Margaret that he eventually plans to leave. He asks if she wants to leave with him, and she responds that it would have to be far away. She questions how serious he is, and he reassures her he is earnest. After they embrace, she returns to the party.

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Margaret is deeply shocked by Nucky's frankness.

Nucky is still confused about the party and the pony. He asks Margaret about a hummingbird earring, which Billie lost the night she died. Owen and Eli come in, asking to speak with Nucky. He is too weak to get up and walk to the office, so he has the meeting in the bedroom. He tells Margaret to stay, making it awkward for Eli and Owen to openly discuss plans. They tell him that everyone but Torrio is confirmed, but that Nucky needs to appear in control of the situation. Nucky, speaking frankly, says that Masseria will be a dead man by the end of the night, and that Gyp Rosetti will have no one to protect him, saying "I'll wear that [explitive] dago's guts like a necktie." He then asks Margaret, sitting next to him, for some ice water. She is deeply shocked.

Eddie is helping Nucky to dress for the meeting with Rothstein and the others. Nucky asks Eddie what time it is several times. He then runs to the bathroom and vomits. Next to the toilet, he finds Billie's hummingbird earring. Meanwhile, the gangsters Nucky is meeting with are entering the Ritz Carlton.

Eddie brings Margaret to Nucky, who is feverish. Nucky tells Margaret he found her earring, and gives her the hummingbird earring. She tells him it belongs to someone else. He has a flashback to Billie's death. He tells Margaret that Billie is dead, and that he ruins everything he touches. He tells her that he cannot walk away, and that if he doesn't kill them, they will kill him. She reminds him that she is his wife, and tells him that he needs to finish getting ready.

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Nucky addresses his gangster associates in his office at the Atlantic City Ritz Carlton.

When Nucky enters the room, he tells Owen not to stand close to him. As Owen is shutting the door, Margaret tells him they'll go, as soon as they're able to. In the meeting, Nucky offers a peace proposal: a business partnership, in return for their support in his war against Joe Masseria. The others are skeptical. Nucky tells them that Masseria could go after them next. Arnold tells Nucky that he tried to warn Nucky, but he wouldn't listen. He tells Nucky that doing business with him is more trouble than it's worth. Rothstein, Luciano, and Lansky depart, and the others follow.

Gyp Rosetti and his entourage return to Tabor Heights. The sheriff tries to call Nucky Thompson, but before he can get through, Gyp and a group of men come in, and Gyp savagely beats the sheriff with a nightstick.

Gyp meets with the townspeople of Tabor Heights at the library, and offers them $200 a month to go about their business as usual. Sitting conspicuously in the front is the sheriff, whose face is bruised and bloodied.

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Gyp tries on a new identity.

Later, Joe Masseria and Gyp Rosetti are standing on the beach in Tabor Heights, watching cases of alcohol being unloaded from boats and put onto trucks bound for New York. Joe is worried that Gyp didn't finish the job and kill Nucky Thompson and Arnold Rothstein. He says Gyp will cause problems for him, and tells him that he will need to solve his own problems. Picking up a smooth stone, he uses it to explain to Gyp that business takes time, and that he should be patient and deliberate, instead of rushing things.

Gyp breaks into the Tabor Heights library/museum and steals a colonial hat. He then shows up on the beach where liquor is being unloaded at sunrise, wearing the hat.

Tommy Darmody is coloring with crayons while Josephine, a woman who works at the brothel, sings to him. Richard Harrow asks Gillian Darmody for permission to take the night off to attend a meeting at the American Legion, and she reluctantly gives him permission. She then snaps at Josephine, clearly irritated that Tommy is enjoying Josephine's mothering.

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Gillian reprimands Josephine.

Tommy later wanders onto the girls' floor at the brothel, carrying a crayon drawing he made for Josephine. Two prostitutes point him toward the door of a room where Josephine is having sex with a client. He opens the door, and when she cries out in surprise he runs away.

At the American Legion, Richard meets Julia Sagorsky and offers her a corsage. Inside, there is a dance party. Phil Gardner greets them, and is surprised at their pairing. Richard leads Julia through a waltz, pirouetting her at the end of the song. He dips her back, and she kisses him.

When Richard returns to The Artemis Club, Gillian blames him for Tommy's wandering onto the girls' floor. He still has lipstick on his tin mask. After Gillian leaves, Tommy wakes up, and tells Richard he wants to go home.

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Remus doesn't like being chased around his own home.

Prohibition agents chase George Remus around his enormous house, and catch and arrest him for violating the Volstead Act. He says that he has paid, and that he has receipts. Esther Randolph steps forward and asks him about the receipts, and he tells her they are for payments to Jess Smith, a political aide to Warren Harding who has dealings with bootleggers.




  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
  8. Michael Kenneth Williams as Chalky White
  9. Anthony Laciura as Eddie Kessler
  10. Paul Sparks as Mickey Doyle
  11. Jack Huston as Richard Harrow
  12. Charlie Cox as Owen Sleater
  13. Bobby Cannavale as Gyp Rosetti
  14. and Gretchen Mol as Gillian Darmody

Guest Starring[]

  1. Julianne Nicholson as Esther Randolph
  2. Anatol Yusef as Meyer Lansky
  3. Meg Chambers Steedle as Billie Kent
  4. Glenn Fleshler as George Remus
  5. Ivo Nandi as Joe Masseria
  6. Kevin O'Rourke as Edward Bader
  7. Nick Sandow as Waxey Gordon
  8. Victor Verhaeghe as Damien Fleming


1. Janet Anderson
2. Curt Bouril as Clifford Lathrop
3. John E. Brady
4. Chris Caldovino as Tonino
5. Bryant Carroll as "Wild Bill" Lovett
6. Patrick Carroll as Peg Leg Lonergan
7. Marc D. Donovan as Sheriff Ramsey
8. Jack Ferry as Gareth Murray
9. Josie & Lucy Gallina as Emily Thompson
10. Jenna Gavigan as Evelyn
11. Jack Halpin
12. Rhett Henckel as Treasury Agent
13. Kevin Henderson as Dr Carl Surran
14. David Licht

15. Kate Loprest as Corrine
16. Clem McIntosh as Wellman
17. Declan & Rory McTigue as Teddy Thompson
18. Brady & Connor Noon as Tommy Darmody
19. Joseph Riccobene as Frankie Yale
20. Wrenn Schmidt as Julia Sagorsky
21. Jim Schubin as Phil Gardner
22. Morgan S. Smith as Wellman's date
23. Nisi Sturgis as June Thompson
24. Susan Barnes Walker as Tabor Heights Librarian
25. KC Wright as Josephine

26. Brandon Zumsteg as Brian Thompson
27. John Alix as Dancer #1
28. Tommaso Antico as Dancer #2
29. Christopher Cangero as Dancer #3
30. Danielle Froelich as Dancer #4
31. Kate Harpootlian as Dancer #5
32. Colby Lindeman as Dancer #6
33. Stephanie Mas as Dancer #7
34. Lindsay Roebuck as Dancer #8
35. Clifton Samuels as Dancer #9
36. Michaela Sprague as Dancer #10


  1. Sean Leeroy Kraemer as Nucky's Bodyguard #1
  2. Gil O'Brien as Thug
  3. Faron Salisbury as Nucky's bodyguard #2
  4. Tom Stratford as Gyp's man


  1. Marion Harris and KC Wright - "Mississippi Choo Choo Train" plays as Tommy draws a picture for Josephine(Josephine sings a long as well), Richard asks for a night off, Gillian stops Tommy from following Josephine.
  2. The Benson Orchestra of Chicago - "Bimini Bay" plays as Margaret and the guests for Emily's birthday party waits for Nucky, he arrives and acts strangely.
  3. Carousel Band Organ - "Dream Daddy" plays as Owen & Margaret talk about leaving together.
  4. Vince Giordano and the Nighthawks - "Some Sweet Day" plays as Julia arrives and Richard escorts her into the dance.
  5. Vince Giordano and the Nighthawks - "Nobody's Sweetheart" plays as Julia & Richard watch others dance.
  6. Vince Giordano and the Nighthawks - "My Rambler Rose" plays as Julia kisses Richard.
  7. Peter Yarin accompanied by Dale Paul Woodie Jr, Antoine Silverman, N. Cenovia Cummins plays as Nucky finds an earring, gangsters arrive at the Ritz and Eddie tells Margaret that the men are waiting for Nucky.
  8. Peter Jarvis - "Surveying Carnage" plays as Nucky wants to know who's with him, Gyp wears the Brigadier General's hat as he watches men offload the liquor.
  9. Gene Greene - "King of the Bungaloos" played as end credit.


Memorable Quotes[]

  • Owen: "It's just a business in the end."
    • Margaret: "Is business meant to be like this?"
    • Owen: "Asked the man buried in the coal mine. Digging the canal. Working in the slaughterhouse. No one asks where what they want comes from, they just want it. And then... believe what suits them."
  • Margaret: "You don't think I would [leave Nucky and Atlantic City]. That's why you're asking."
    • Owen: "No. I'm not as complicated as you."
  • Nucky: "No matter what you think of me... there's no walking away. It doesn't work like that. I do it to them, or they do it to me. That's all there is."
    • Margaret: "The men in your office?"
    • Nucky: "Either they're with me, and we go to war. Or they'll smile, shake my hand, and walk away. And I'll be alone. And that's as good as dead."
  • Nucky: "What does that mean, Arnold?"
    • Rothstein: "It means everyone here wish you all the luck in the world."
    • Nucky: I'm going to fight him. I'm going to win. I need your help. In exchange, i'll be proud to call every one of you, my partner.

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