"Jimmy deserved better than this," Richard Harrow (Jack Huston) says with disgust. The "funeral" for Jimmy Darmody (Michael Pitt) is equal parts sham, disgrace and an utter joke. Shockingly killed off at the end of season 2 by his mentor and only real father figure Nucky Thompson (Steve Buscemi) as vengeance for an earlier betrayal, Jimmy's mother Gillian (Gretchen Mol) has spent the last few months in delusional mourning, claiming Jimmy was off on one of his "adventures" rather than acknowledging his death. But when faced with practical matters -- her brothel business is failing, the house being in Jimmy's name stopping her from acquiring a loan -- Gillian proves her head's not entirely in the clouds and she can be sinisterly lethal. Buried in lieu of Jimmy is the dead-ringer Roger McAllister (Billy Magnussen), a handsome bumpkin Gillian lured into her web for the specific purposes of having a surrogate body to bury. It's ruthless stuff and it makes Harrow, Jimmy's dear friend, ill and sickened by the charade Gillian puts on.
Having secured her loan, now that Jimmy is legally dead and the house is in her name, Gillian puts an immediate end to her strained business relationship with her former lover Charles "Lucky" Luciano (Vincent Piazza). While he's sleeping in one of her rooms with one of her whores, Gillian pays him a visit, kicks him out and then tells him she want him out of the business. She hands him a check to cover his end and the kiss-off is complete. More importantly she comes across a key bit of information. Lucky, New York bootlegger Arnold Rothstein (Michael Stuhlbarg) and Nucky Thompson will be dining at the supper club Babette's in Atlantic City tonight.
Meanwhile, Nucky, his brother Eli (Shea Whigham) and his bodyguard Owen Sleater (Charlie Cox) are informed that Jimmy Darmody has died. Considering Nucky pulled the trigger over a year ago and Sleater and Eli were present, all the men are baffled to see the news in the newspaper. To keep up appearances, Nucky pays an unlikely visit to Gillian to pay his respects. They play the charade, that Jimmy succumbed to narcotics and was cut down in his prime, but they both know the cold truth. Suddenly, Gillian can't stand it anymore and throws a drink in Nucky's face. Seething, but controlled, the bootlegging kingpin reminds her that he controls Atlantic City and if he wanted to snuff her business out, he could do so with a snap of his fingers.
Later in the episode, Gyp Rosetti (Bobby Cannavale) visits the brother and Gillian laments Jimmy's loss, telling the gangster and his crime lieutenant Tonino Sandrelli (Chris Caldovino) to cherish their children, but her monologue is just a little game for her bigger play: telling Rosetti where Nucky, Rothstein and Luciano are dining this evening. "Have you fallen out? I hadn't realized," she said, playing innocent while Rosetti and Sandrelli exchange knowing glances.
Having met with her in the last episode with a proposition to get her career back on track, Nucky arranges for Esther Randolph (Julianne Nicholson) and the corrupt special investigator for the Department of Justice Gaston Means (Stephen Root) to meet and Means tells Nucky where he can reach a possible ally: Secretary of the Treasury Andrew W. Mellon (James Cromwell) who is responsible for enforcing prohibition. He despises the crooked Attorney General and Chief Law enforcement officer of Prohibition Harry Daugherty (Christopher McDonald) and Nucky's plan is to convince Mellon to go around the Attorney General and convict bootlegger George Remus (Glenn Fleshler) instead of himself. However, Remus and Daugherty are in cahoots, so why should the Secretary of the Treasury care?
Nucky, who inveigles his way into an exclusive social club to talk to Mellon appeals to his hatred of Daugherty and his anti-government politics. "That's what democracy gets you, bandits fighting over a cut of the loot," Mellon sneers, calling income tax "sanctioned robbery with no constitutional basis,” as Nucky nods in agreement. Nucky positions himself as a simple businessman with a proposition: go after Remus, which leads to an indictment of Mellon’s enemy Harry Daugherty and in exchange, Nucky stays quiet about the secret whiskey distillery that Mellon owns and runs it for him for free. Melon listens intently, but then swiftly has him kicked out of the club.
Having rekindled their affair, Owen and Margaret Thompson (Kelly Macdonald) spend an afternoon together trying to select a birthday pony for Emily. With her marriage to Nucky up in the air, she's troubled about the future and is concerned about Owen's talk about what's good for the children. "A pony doesn't make sense when there's no telling what the future holds,” she says. Margaret asks him to teach her to drive, after they make love.