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"The Pony" is the eighth episode of Season 3 of Boardwalk Empire, and the 32nd episode overall. It was written by Executive Producers Terence Winter and Howard Korder and directed by Executive Producer Tim Van Patten. It aired on 4 November 2012.



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.

The next morning, Nucky meets with Esther Randolph and Gaston Means. Means discusses with Nucky about how he can convince Andrew Mellon, the treasury secretary, to arrest George Remus. Gaston tells Nucky that Mellon will be at a private club at lunchtime and owns a distillery that is not being used.

At the club, Nucky tells Mellon that they have an enemy in common: Harry Daugherty. The dealings between Daugherty and Nucky, which include “circumvention of the Volstead Act,” have come to an end, Nucky tells Mellon. He adds that while he is just a small businessman, the attorney general being involved in a criminal enterprise is just wrong.

In return for arresting Daugherty, Nucky proposes to watch Mellon’s distillery. Mellon is not impressed with the offer and wants Nucky to leave. He tells a waiter to call the police if he doesn’t leave. Nucky sees himself out. Later in the episode, Nucky receives a call from Mellon saying that Remus has been arrested, and the deal is done.

In Chicago, O’Banion and an associate demonstrate to Van Alden how to distill whiskey in his apartment. Van Alden is worried about the smell, but O’Banion tells him it shouldn’t be a problem. This is how Van Alden will pay off his debt to O’Banion, who wants two cases a week. On his way out, O'Banion tells Van Alden to join him the following day for an important meeting.

Meanwhile, Torrio has returned from his trip to Italy. He sits down with Capone about the incident involving him and Joe Miller, one of O’Banion’s men. Capone is worried that his killing of Joe will upset O’Banion and cause a feud between the two gangs. Torrio says to wait until they meet with O’Banion.

The following day, O’Banion and Van Alden go to meet with Capone and Torrio. Van Alden, with his briefcase of irons, is introduced as the “muscle.” Torrio says that life is too short for such arguments and uses Pompeii as an example. O’Banion and Capone are confused, but Van Alden knows what Torrio is talking about. When the subject of Joe Miller comes up, Torrio leaves and tells him to talk to Capone about it.

Back at Van Alden’s work, the salesmen are practicing their pitches. Van Alden, or “George,” gets forced to practice his pitch. One of the coworkers constantly harassing him is serving as the customer. Van Alden fumbles his lines, and the coworker continues to make fun of him. With the hot iron in his hand, Van Alden snaps and presses it against his coworker’s face. Everyone screams and goes into the next room while Van Alden goes on a rage, tossing papers and typewriters across the room, and appears to derive a sense of satisfaction from witnessing his onlookers recoil in fear. He then grabs his things and leaves.

When he returns home, Van Alden begins to pack his belongings. Sigrid awakens and asks what he is doing. He responds by asking her where she would like to move, as long as it’s not New Jersey, New York, or, now, Illinois. She tells him that she started distilling the whiskey while he was gone. In addition, she has distilled Norwegian "aquavit" to sell to the Norwegians in the town. She would prefer to sell the whiskey and get enough money to buy a house in town. Van Alden likes her plan.

Mrs. Shearer has started coming to the classes offered by Margaret and Dr. Mason. She arrives to tell Margaret that her husband can’t stop keeping his hands off her, and he is pressuring her to have another baby. She admits that she drank bad milk to have the miscarriage. She’s had enough and she wants it to stop. Mrs. Shearer asks Margaret to ask the doctor for a diaphragm to prevent her from getting pregnant.

Sometime after, Margaret accompanies Owen in purchasing a pony for Emily's up-coming birthday. They get caught in the rain on their way back to the car, where they proceed to engage in intercourse yet again.

When Margaret later meets with Dr. Mason, she asks him for a diaphragm. She tells him that was the reason why Mrs. Shearer wanted to speak in private. Margaret follows up with a request for one more diaphragm.

In New York, Billie nails an audition for a role in her first movie. She celebrates with the male lead, Gilbert, and Viola. Nucky arrives, surprisingly, and sees Gilbert leaning over Billie. He stands up and offers him a drink, calling him “sir.” This sets Nucky off and the two engage in a brawl, with Nucky being the winner. Viola and Gilbert leave, and Nucky asks what the movie is about. “A gangster and a showgirl,” she replies.

Nucky doesn’t like Billie’s arrangements and wants to take care of her. When he asks how long her acting career will last, Billie gets offended. Nucky continues to offer Billie money, but she keeps turning it down. She says this argument reminds her of the same ones she and her father used to have, which is why she left his house. She can take care of herself while he is gone, and she would like for him to be her gangster. His over-controlling mood is a turn off for her.

Nucky and Billie are in Atlantic City the following day. Billie, supporting a blonde wig because she “wants to feel like someone else,” is presented with a guaranteed income for life from Nucky. After some hesitation, she accepts it.

At the brothel, Gillian tells Lucky Luciano that she has taken out a loan and will be getting the building fixed. She also wants Lucky out of the business and out of the house. Before Lucky packs up and leaves, she finds out that he, Nucky, and Arnold Rothstein will be at Babbette’s for dinner. When Gyp arrives, she gladly tells him the information.

The three men and Billie are on their way to Babbette’s when they run into George Baxter, an acquaintance of Nucky’s. Baxter begins yammering about how he left the cutlery business and is now involved in the radio business. Billie goes toward Babette’s while the men have their chat.

Nucky begins to pay more attention to Billie in her beautiful blonde wig, while she stares back at him. Suddenly, an explosion comes from inside the restaurant, knocking the four men to the ground. Nucky awakens from his concussion and looks for Billie. With his vision blurred and ears ringing, Nucky loses consciousness again, while the citizens of Atlantic City run and scream in panic


First Appearances[]



  1. Billie Kent - As a result of taking a direct hit from the explosion at Babette's.
  2. Babette - Most likely killed in the explosion at her club, ordered by Gyp Rosetti.



  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 Eli Thompson
  5. Michael Stuhlbarg as Arnold Rothstein
  6. Stephen Graham as Al Capone
  7. Vincent Piazza as Charlie "Lucky" Luciano
  8. Michael Kenneth Williams as Chalky White (credit only)
  9. Anthony Laciura as Eddie Kessler
  10. Paul Sparks as Mickey Doyle (credit only)
  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. James Cromwell as Andrew William Mellon
  2. Stephen Root as Gaston Means
  3. Dominic Chianese as Leander Cephas Whitlock
  4. Julianne Nicholson as Esther Randolph
  5. Greg Antonacci as Johnny Torrio
  6. Meg Chambers Steedle as Billie Kent
  7. Patrick Kennedy as Dr Douglas Mason
  8. Arron Shiver as Dean O'Banion
  9. Kerry O'Malley as Edwina Shearer
  10. Clarke Thorell as Clifton King


1. Clea Alsip as Viola
2. John Harrington Bland as Scotty Gulliver
3. Chris Caldovino as Tonino
4. Joe Caniano as Jake Guzik
5. Chris Cenatiempo as Scozione
6. Rony Clanton as Langston
7. Erin Fogel as Mary
8. Mike Houston as Ralph
9. Will Janowitz as Hymie Weiss

10. Bill Kocis
11. Rebecca Luker as Sister Agnes
12. Randy Noojin
13. Ned Noyes as Hank
14. Allen Lewis Rickman as George Baxter
15. Christiane Seidel as Sigrid Mueller
16. Timothy Sekk as Gilbert Longacre
17. Ryan Woodle as Phil
18. Craig Wroe


  1. Arthur S. Brown as Rancher
  2. Ally Brunetti
  3. Anjuli Sanneman
  4. Steve Fogelman
  5. Paul Jude Letersky


  1. Karen Elson accompanied by Vince Giordano and the Nighthawks - "Who's Sorry now" plays as Van Alden learns how to make whiskey.
  2. Peter Yarin - "I'm Craving for That Kind of Love" plays as Torrio comes back to the Four Deuces.
  3. Vince Giordano and the Nighthawks - "Oh, Sister Ain't That Hot" plays as Nucky interrupts Billie's party with Gil.
  4. Vince Giordano - "Mournin' Blues" plays as Nucky receives a call from Mellon.
  5. Walter van Brunt - "My Melancholy Baby" plays as Nucky presents Billie with an annuity.
  6. Vince Giordano and the Nighthawks - "Wabash Blues" plays as Nucky, Rothstein and Luciano is headed for Babbette's and is detained by Baxter.
  7. The Glorious Regina Music Box - "Haunting Rag" plays as Nucky, Rothstein and Luciano is headed for Babbette's and is detained by Baxter.
  8. Leon Redbone accompanied by Peter Yarin - "Baby Won't You Please Come Home" played as end credit, the boardwalk aftermath.


Memorable Quotes[]

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