The Sopranos/Denial, Anger, Acceptance

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Denial, Anger, Acceptance
"Hey, Mikey, nice to see you again in men's clothing."
Season 1, Episode 3
Airdate January 24, 1999
Production Number S103
Written by Mark Saraceni
Directed by Nick Gomez
Produced by Ilene S. Landress
← 1x02
46 Long
1x04 →
The SopranosSeason One

Denial, Anger, Acceptance is the third episode of the first season of The Sopranos, and the third episode overall.

Starring: James Gandolfini (Tony Soprano), Lorraine Bracco (Dr. Jennifer Melfi), Edie Falco (Carmela Soprano), Michael Imperioli (Christopher Moltisanti), Dominic Chianese (Junior Soprano), Vincent Pastore (credit only), Steven Van Zandt (Silvio Dante), Tony Sirico (Paulie "Walnuts"), Robert Iler (credit only), Jamie-Lynn Sigler (Meadow Soprano)

And: Nancy Marchand (Livia Soprano)

Guest Starring: Michael Rispoli (Jackie Aprile), Jerry Adler (Hesh Rabkin), John Ventimiglia (Artie Bucco), Katherine Narducci (Charmaine Bucco), Ned Eisenberg (Ariel), Chuck Low (Mr. Teittleman)

Also Guest Starring: Al Sapienza (Mikey Palmice), Anthony DeSando (Brendan Filone), Drea de Matteo (Adriana)

Co-Starring: Sharon Angela (Rosalie Aprile), Oksana Babiy (Irina), Michele de Cesare (Hunter Scangarelo), Sig Libowitz (Hillel), Sasha Nesterov (Russian Man), Bernadette Penotti (Nurse), Slava Schoot (Russian Man), Angelica Torn (Woman at Party), Joseph Tudisco (Trucker), Jennifer Wiltsie (Miss Marris), Joshua Benevento (Choir Member), Joanne Caselli (Choir Member), Richard Davis (Choir Member), Steve Ferrara (Choir Member), Margie Freeswick (Choir Member), Scott Greco (Choir Member), Jennifer Jenkins (Choir Member), Caroline Killian (Choir Member), Simone Peart (Choir Member), Kristen Schmalz (Choir Member), Danielle Spezzacatena (Choir Member), Michelle Spezzacatena (Choir Member), Jennifer Vohs (Choir Member)


Plot Overview

Once again high on drugs, Brendan Filone and Christopher return the stolen Comley truck. However, the pair soon set themselves up for more trouble by agreeing to give some of their crystal meth to Meadow and her friend Hunter Scangarelo, who want to stay awake and energized to meet the demands of schoolwork.

Meanwhile, Silvio presents Tony with a business opportunity: a local Hasidic Jew, Mr. Teittleman, wants to coerce his son-in-law Ariel into a divorce, but Ariel is demanding half-ownership of the motel Teittleman owns in return. Teittleman offers Tony a quarter of the business to resolve the matter. Silvio and Paulie kidnap Ariel and threaten him, but despite being helpless, Ariel stubbornly refuses to back down, saying he would rather be killed and shame his father-in-law than go uncompensated. Frustrated, Tony consults Hesh, who advises him to threaten Ariel with castration rather than death. The change in tactics seems successful, but Teittleman balks at giving Tony the quarter of the motel he had promised, claiming he brought Ariel around through negotiation, and yet again Tony is forced to threaten violence.

Further adding to Tony's frustration is the guilt he feels over the fire bombing of Artie's restaurant, which is compounded when he learns the insurance company is holding up payment while they continue their investigation. In an effort to try to help the Buccos, Carmela hires them to cater a fundraiser dinner she is holding for charity. At the dinner, Artie and Tony let out their frustrations in a food fight, but Charmaine bristles when Carmela treats her like a servant. Charmaine gets her revenge the day after the dinner, when she confesses to Carmela that she and Tony had sex before he was married.

The most troubling matter for Tony, however, is uncovered during his sessions with Dr. Melfi: His friend and the acting boss of the family, Jackie, is detoriating further from cancer, leaving him unable to run the family or even maintain a coherent conversation. Tony is both distraught by his friend's impending death and the prospect of having him replaced as boss.

Taking advice from his lieutenant Mikey Palmice and Livia, Junior decides to deal out retribution for the Comley hijacking, bypassing all other authority: Christopher is dragged out to a quiet location by a pair of Russian goons and mock-executed, whilst Brendan, relaxing in his bathtub, is shot through the eye by Mikey. Tony, meanwhile, is admiring his daughter singing in the school choir, blissfully unaware.



  • Melodia del Rio, performed by Ruben Gonzalez: Junior and Mikey eat dinner and discuss the situation regarding Christopher and Brendan Filone (background).
  • All Through the Night, performed by Jamie-Lynn Sigler, Michele de Cesare & Choir: Meadow and Hunter practice for choir performance. Later, they perform as Junior sends a message to Christopher and Brendan.
  • Gawk, performed by Ethyline: Meadow and Hunter study and try to score crystal meth.
  • Turn of the Century, performed by Damon & Naomi: Christopher delivers the crystal meth to Meadow in her room.
  • Happy Feet, performed by Paolo Conte: Carmela has her fundraising dinner for a pediatric hospital.
  • Tenderly, performed by Chet Baker: Tony meets Irina for an illicit rendezvous but is interrupted by Silvio.

¹Appears on The Sopranos: Music from the HBO Original Series soundtrack collection.

Whack List

  • Brendan Filone
    • Killed by: Mikey Palmice
    • Method of death: Shot through the eye
    • Ordered by: Corrado Soprano, Jr.
    • Notes: In retribution for Brendan and his friend Christopher's hijacking of trucks under Junior's protection, without the blessing of the family leadership, Junior orders Mikey to kill Brendan. Mikey catches up with Brendan in the bathtub as Tony attends Meadow's choir recital, but Junior watches the assassination from outside the bathroom.

Total Episode Body Count: 1

Title Significance

Three of the "Five Stages of Grief" (Denial, Anger, Bargaining, Depression and Acceptance) first outlined by Swiss psychiatrist Elisabeth Kübler-Ross in her 1969 book On Death and Dying, through which people experiencing grief or personal tragedy, such as the recent or impending death of a loved one, are supposed to pass. Contrary to popular misconception, not everyone experiences all five stages, although Kübler-Ross claimed they all experience at least two. In this episode, Tony experiences the three stages in the title in regards to Jackie's deterioration, one each in his three sessions with Dr. Melfi—he claims to be fine but questions Dr. Melfi about an innocuous painting in her waiting room in the first session; yells at her when she says Jackie's condition sounds terminal in the second; and waxes philosophic and discusses his acceptance of his own mortality in the third. Less dramatically, Artie and Charmaine Bucco also display these three stages in relationship to the loss of their restaurant over the course of the episode.

Arc Advancement


  • War of '99: Acting boss Jackie's condition deteriorates. Junior has Christopher mock-executed and Brendan Filone murdered without consulting Tony or Jackie.


  • Christopher and Meadow: Despite having an uneasy relationship with him—not entirely unlike sibling rivalry—Meadow goes to Christopher for her crystal meth, and he reluctantly gives it to her rather than let her pick it up on the street.
  • Meadow: Meadow expresses her desire to go to the University of California at Berkeley, on the opposite coast from her parents.
  • Uncle Junior and Livia: Uncle Junior goes to Livia for advice in the Christopher and Brendan Filone situation. She defends Christopher, whom she defends and says she likes. Of Brendan, she says, "I don't know him," indicating it's OK if Junior kills him.


  • 1x01 - The Sopranos: At the hospital, Mikey tries to harrass Tony with a reference to his friend's "spontaneous combustion in his restaurant," and later, the Buccos' reaction to a fire in their restaurant is a major subplot of the episode. Tony had previously ordered the restaurant burned to prevent Uncle Junior from conducting a hit there, which would have been more damaging to Artie's livelihood. Also, in their second therapy session, Dr. Melfi refers Tony's dream about ducks, a dream he described in one of his first therapy sessions, which expressed his fear of losing his family as represented by a family of ducks who had visited his pool but left.
  • 1x02 - 46 Long: The opening of this episode is a direct continuation from the previous episode, as Brendan Filone and Christopher return the stolen Comley truck, which still does not appease the angry Junior.


The Show

  • First Appearance: This episode marks the first appearance of Jackie's wife Rosalie Aprile. Also, while actress Drea de Matteo had appeared in episode 1x01 - The Sopranos as a character credited as "Hostess" and in episode 1x02 - 46 Long as a date of Christopher's named "Adriana" with no lines of dialogue and almost no screentime nonetheless credited as a "Guest Star," in this episode, she plays Adriana, who has a lot of dialogue and a key scene with Christopher, Meadow, Brendan Filone and Hunter, in which Christopher identifies her job as a restaurant hostess. This is therefore at last Adriana La Cerva's first official full appearance.
  • Lost in Translation: Carmela calls Hunter "Cacciatore," a play on her name. The Italian word "cacciatore" (as in the popular dish chicken cacciatore) literally translates to "hunter style."

Behind the Scenes

Allusions and References

  • Rorschach Inkblot Test: Named for its inventor, Swiss psychoanalyst Hermann Rorschach, the famous psychological test is a series of ten blots of black, red and black or multicolored inkblots on white paper intended to examine a psychological subject's personality and emotions.
Tony: That is a special-made psychological picture, like that... that what do you call it test? The Korshack.
  • Golem: Any of a number of artificially created beings in Jewish folklore. In the most famous version, a mud-based creature is brought to life by Rabbi Judah Loew the Maharal to protect the Jews of Prague in the 16th century. Although the Golem struck fear into the persecutors, in some versions, he turned against the Jews and wreaked havoc amongst them until letters were erased from his forehead to break the spell which created him.
Hillel (SUBTITLE): You're creating a golem. A monster to do your dirty work. Like the Rabbi in the story. He'll destroy you.
  • Shecky Greene: Jewish-American comedian who, like other 20th century Jewish comedians, found great success performing in the so-called "Borscht Belt," a series of Jewish- and Eastern European-American-owned resorts located in the Catskill Mountains in upstate New York.
Paulie Walnuts: What is this, the Catskills? Shecky Greene we got here.
  • Cops: A popular reality show in which camera crews follow real-life police officers from various American locales around on what is supposed to be a typical day. It is the show Christopher is watching when Meadow and Hunter arrive to ask for crystal meth.
  • GoodFellas: When Silvio and Paulie Walnuts try to abduct Ariel, their struggle is seen from a camera placed inside the trunk of the car into which they at last throw Ariel. This trunk's view camera was popularized in the 1990 film gangster classic GoodFellas, and director Quentin Tarantino would later make it one of his trademarks.
  • Psalm 23:4: The passage from the Torah which Ariel quotes when threatened by Tony. Psalm 23 is a prayer of faith to God, who protects the appellant even in his darkest hour.
Ariel: Yea, though I walk through the valley of the shadow of death, I fear no evil, for thou art with me.
  • The Godfather: The intercutting of a sanctimonous, religion-tinged family event with the brutal vengeance meted out to Christopher and Brendan Filone alludes to similar scenes in the Godfather trilogy, particularly the climactic sequence of Part I, where Moe Greene was shot dead through his eye.

Memorable Moments

  • In Silvio and Paulie Walnuts' first meeting with Ariel, Paulie Walnuts slaps him with a newspaper, holds his head against the front desk and beats him with the desk bell.
  • Tony visits Jackie, and a sexy young Nurse Jackie doesn't realize comes to find her pen. She fondles Jackie and leans across his face, which causes her breasts to fall out. Jackie realizes she is a stripper Tony has hired as a practical joke.
  • Tony and Artie let off steam through a food fight in the kitchen during a black tie affair.


  • Mikey: I think you shoulda taken care of this Christopher Moltisanti thing the minute it first happened. You shoulda sent a clear-cut signal that you fuck with Junior Soprano....
    Uncle Junior: Take it easy! We're not makin' a western here.
  • Tony: Jackie's so fucking mean, he'll scare that cancer away.
  • Mr. Teittleman: What would you do if your daughter was abused by her husband?
    Tony: Talk to him.
    Silvio Dante: Yeah, in ball-peen hammer.
  • Paulie Walnuts: Listen to me, you weirdo fuck. You give Schlomo whatever the fuck he wants, and you forget this 50 percent shit. You got nothing comin' to you. Nothing! You understand me? Nothing!
    Ariel: Fuck you.
    Silvio: Bupkes! Say "bupkes," Paulie.
    Paulie Walnuts: Huh?
    Silvio: That's how they say "nothing."
  • Tony: Carmela, these fundraisers. Since when do we open our house to strangers?
    Carmela: Oh, you're right. Let's just move back to Italy. We'll live in a little hill town just like our ancestors, put a big wall around it, and we'll throw burning oil on all the travellers that knock at the gate.
  • Tony: You really would let me kill you, wouldn't you, you sick fuck?
    Ariel: You ever heard of the Masada? For two years, 900 Jews held their own against 15,000 Roman soldiers. They chose death before enslavement, and the Romans, where are they now?
    Tony: You're lookin' at 'em, asshole.
  • Hesh: Maybe he's willing to go to the world to come, but if he's stuck here on this Earth, I know one thing that no man wants to go through life without.
    Tony: What?... Oh. That's a fuckin' brilliant idea.
    Hesh Make like a mohel huh? Finish his bris.
    Tony: Yeah. Paulie! Get the boltcutters from out of the trunk. Ariel, we're goin' to Plan B.
  • Dr. Melfi: Do you feel like Frankenstein? A thing, lacking humanity, lacking human feelings?