The Sopranos/The Sopranos

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The Sopranos
"You don't agree that you had a panic attack."
Season 1, Episode 1
Airdate January 10, 1999
Production Number S101
Written by David Chase
Directed by David Chase
Produced by Ilene S. Landress (producer)
Martin Bruestle (co-producer)
Brad Grey
David Chase (executive producers)

1x02 →
46 Long
The SopranosSeason One

The Sopranos is the first episode of the first season of The Sopranos, and the first 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 (Big Pussy Bonpensiero), Steven Van Zandt (Silvio Dante), Tony Sirico (Paulie Walnuts), Robert Iler (A.J. Soprano), Jamie-Lynn Sigler (Meadow Soprano)

And: Nancy Marchand (Livia Soprano)

Guest Starring: Michael Gaston (Mahaffey), Joe Lisi (Dick Barone), John Ventimiglia (Artie Bucco), Jerry Adler (Hesh Rabkin)

Co-Starring: Alton Clinton (MRI Technician), Philip Coccioletti (Nils Borglund), Michele de Cesare (Hunter Scangarelo), Drea de Matteo (Hostess), Elanie Del Valle (Sandrine), Giuseppe Delipiano (Restaurant Owner), Siberia Federico (Irina), Justine Miceli (Nursing Home Director), Katherine Narducci (Charmaine Bucco), Joe Pucillo (Beppy), Michael Santoro (Father Phil), Bruce Smolanoff (Emil Kolar)


Plot Overview

New Jersey mob captain Tony Soprano is referred to psychiatrist Dr. Jennifer Melfi after passing out at his son A.J.'s birthday party. With no physical cause found by his doctors, the incident has been diagnosed as a panic attack. Although Tony is contemptuous of psychotherapy and initially refuses to open up to Dr. Melfi, presenting himself as a "waste management consultant," eventually Tony starts to recount the numerous stresses induced by his blood and crime families alike, although he withholds the violent details for both their sakes. Nonetheless, Dr. Melfi is aware of Tony's illicit occupation. His wife Carmela is scornful of Tony's business and unsubtle affair with a younger Russian woman, Irina, and she turns to local priest Father Phil for counsel and ostensibly platonic male company. His nephew and Mafia protégé Christopher is an ambitious and impulsive young hoodlum eager to make a name for himself. Christopher murders Emil Kolar, the heir to a rival Czechoslovakian waste management cartel, to resolve a business dispute. His elderly uncle Corrado Soprano, Jr. (commonly known as Junior) dismisses Tony's attempts to stop a mob hit taking place in the restaurant owned by Tony's childhood friend, Artie Bucco. And finally, Tony's cynical and pessimistic mother Livia resists attempts to place her into a high-class "retirement community," prompting another panic attack.

Yet in therapy, Dr. Melfi manages to coax the reluctant Tony into a revelation: His first panic attack was induced by watching a family of ducks which had been living in his pool fly away. Tony's affection and care for the ducks was a displaced expression of love for his own family, and watching them fly off uncovered Tony's fear of losing his own family, although he is not sure how. Back at home, Carmela, too, sees her family slipping away, as punishing Meadow for sneaking out at night by refusing to allow her to take a Christmas trip to Aspen has caused a rift in their mother-daughter relationship.

Nevertheless, Tony's psychotherapy also allows him time to resolve his lesser concerns, including coming up with a plan to have a troublesome debtor, Mahaffey, repay him and his associate Hesh Rabkin through false HMO payouts, having his right-hand man Silvio Dante set fire to Artie Bucco's restaurant, forcing Junior to call off the hit and keeping Artie safe from being caught up in mob violence, and even finding time to reschedule his son's birthday party. However, Tony remains unaware of the extent of Livia and Junior's resentment. In a private discussion, Junior tells Livia "something may have to be done" about Tony's interference.



  • Woke Up This Morning (Chosen One Mix), performed by A3¹: The opening theme song to this and all episodes.
  • Welcome (Back), performed by Land of the Loops: Tony wakes up and walks out to get the paper.
  • Who Can You Trust?, performed by Morcheeba: Tony sees the ducks come to his swimming pool for the first time.
  • Shame, Shame, Shame, performed by Shirley & Company: Carmela makes breakfast for Meadow and A.J. (background).
  • I'm So Happy I Can't Stop Crying, performed by Sting: Tony comes in from the pool (background).
  • The Other Side of This Life, performed by Jefferson Airplane: Christopher drives Tony to work.
  • I Wonder Why, performed by Dion & the Belmonts: Christopher and Tony chase down and beat up Mahaffey.
  • Rumble, performed by Link Wray: Tony and his crew sit at Centanni's and discuss the Emil Kolar situation.
  • Can't Be Still, performed by Booker T & the M.G.'s: Tony and Christopher run into Uncle Junior at Vesuvio.
  • Who's Sorry Now?, performed by Connie Francis: The song Tony plays to convince Livia to accept his CD player.
  • I'm a Man, performed by Bo Diddley¹: Christopher "takes care of" Emil Kolar.
  • Fired Up!, performed by Funky Green Dogs: Dance music playing at the Bada-Bing as Tony and Christopher meet with Hesh.
  • Lumina, performed by Joan Osborne: Meadow informs Carmela she is not going to the New York Plaza Hotel (background).
  • Little Star, performed by the Elegants: Playing on Dick Barone's car radio as he reveals Christopher's move against the Czech rivals was successful.
  • Tardes de Bolonha, performed by Madredeus: Tony runs into Dr. Melfi and her date Nils Borglund while on a date with his girlfriend Irina, and also later in the background when he has a date with Carmela at the same restaurant.
  • No More I Love You's, performed by Annie Lennox: At A.J.'s second barbecue, Tony talks with Artie Bucco and later Christopher (background).
  • The Beast in Me, performed by Nick Lowe¹: Closing credits.

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

Whack List

Christopher "takes some initiative" and commits the first of many homicides in the series.
  • Emil Kolar
    • Killed by: Christopher Moltisanti
    • Method of death: Shot in the back of the head
    • Ordered by: Christopher Moltisanti
    • Notes: Emil Kolar is a Czech business rival of Tony's who is being obstinate and insolent. Christopher offers to "take care of" the situation, but Tony neither forbids nor requests a hit. After the hit, as Christopher and Big Pussy try to dispose of the body, Christopher confesses he had "taken initiative" in choosing to kill Kolar. Still later, Christopher is upset Tony has not praised him for killing Kolar, and Tony grudgingly admits he should have done so.

Total Episode Body Count: 1

Title Significance

The episode has no official title, as it is the pilot.

Dream Diary

Arc Advancement


  • Artie Bucco's restaurant (Vesuvio) is set on fire.
  • War of '99: A resentful Junior suggests to an equally embattered Livia eliminating Tony if he continues to interfere, and she symbolically looks the other way.


  • Tony: Tony has the first two of his recurring panic attacks. He also makes reference throughout the episode to the relationship his mother and father had and to the fact that his father was also a mobster who ran his own crew, and that Tony uses waste management as his cover business for his illegitimate enterprises. Also in this episode, Tony begins taking Prozac to treat his panic attacks and depression.
  • Tony and Dr. Melfi: Tony begins his psychotherapy with Dr. Melfi. Although he does not openly admit it, she is aware of his occupation as a mobster, and in warning him against incriminating himself, her reaction also indicates intrigue and excitement on her part.
  • Tony and Carmela: Carmela reveals she is aware Tony is having an extramarital affair with Irina, although he insists it is over when, in fact, it is not. He also expresses misgivings about her relationship with Father Phil.
  • Tony and Livia: Tony tries to convince Livia to check into Green Grove, but she refuses.
  • Christopher: Christopher "takes some initiative" and kills Emil Kolar on his own. He also expresses a desire to write screenplays about Mafia life, and mentions his cousin's girlfriend is a "development girl" in Hollywood.
  • Uncle Junior and Livia: In the car on the drive to A.J.'s barbecue, Junior implies he may have to kill Tony, and Livia does not argue.
  • Meadow: Meadow's smirking double-take reaction to her mother's claim that she "can't just lie and cheat and break the rules [she doesn't] like" indicates she knows more about her father's line of work than she lets on.



The Show

  • First Appearance: In addition to series regulars Tony Soprano, Dr. Jennifer Melfi, Carmela Soprano, Christopher Moltisanti, "Uncle Junior" Soprano, "Big Pussy" Bonpensiero, Silvio Dante, Paulie "Walnuts" Gualtieri, A.J. Soprano, Meadow Soprano and Livia Soprano, this episode also marks the first appearance of recurring characters Artie Bucco, Hesh Rabkin, Hunter Scangarelo, Irina Peltsin, Charmaine Bucco and Father Phil Intintola].
  • First Cameo Appearance: Drea de Matteo, who would go on to play Christopher's girlfriend Adriana La Cerva, appears in this episode as a hostess, albeit with markedly different accent and mannerisms from her future character. Her character Adriana would be retconned as a hostess, and this is therefore the first cameo appearance of Adriana.
  • The Hierarchy: Although presented as head of the crime family in this episode, later episodes would establish the actual boss is the imprisoned Dominic DiMeo, with Tony's ailing friend Jackie Aprile, Sr. as acting boss.
  • Melfi's Background: A diploma on the wall of Dr. Melfi's office reveals Tufts University as her alma mater.
  • Tony's Education: In his angry tirade against psychotherapy, Tony reveals he attended college for a semester and a half.

Behind the Scenes

  • Awards & Nominations: Editor Joanna Cappuccilli won the Emmy for Outstanding Single Camera Picture Editing for a Series for her work on this episode. Also, production designer Edward Pisoni, art director Diann Duthie and set decorator Jessica Lanier were nominated for Outstanding Art Direction for a Series, and David Chase was nominated for Outstanding Directing for a Drama Series and for Outstanding Writing for a Drama Series. Director Chase and his unit production manager Alysse Bezahler, first assistant director Henry Bronchtein and second assistant director Kenneth G. Brown won the DGA Award for their work on this episode.
  • Cast/Crew Family Members: Michele de Cesare, who plays Meadow's friend Hunter Scangarelo, is the daughter of series creator and episode writer-director Chase. Also, Chase's cousin Joe, Jr., known by Chase as "Uncle Junior," has a cameo in the scene where Tony and his Uncle Junior walk away from Vesuvio. The real Uncle Junior is the one with the thick square-rimmed glasses similar to his namesake's.
  • Set Changes: Many alterations were made between this pilot episode and the later series. Tony and his crew frequent Centanni's Meat Market in this episode, a real butcher's shop in Elizabeth, New Jersey. When the show was picked up, it became impractical to use an actual shop for filming, and the set of the fictional Satriale's Pork Store was built in its place.
  • Early Casting: The actors playing Father Phil and Tony's Russian girlfriend Irina Peltsin would be replaced by Paul Schulze and Oksana Babiy, respectively, for all future episodes.
  • Real-Life Inspiration: The appearance of the family of ducks in Tony's pool in this episode was inspired by a family of ducks visiting the pool of Chase's friend and fellow The Rockford Files writer Juanita Bartlett, which Chase learned about as he was writing an early draft of the pilot.
  • Memorable Line: In a phone-in poll in anticipation of the launch of the second season, A.J.'s "no fuckin' ziti" line was voted the funniest line of dialogue of the season by viewers of the series.
  • Accidental Set Design: The poster of Hollywood movie stars in the backroom of Centanni's, featured in the scene in which Christopher kills Emil Kolar, was not chosen by set designer Jessica Lanier. It was already in the pork store used for the location, and director Chase thought it so perfect that he had it moved to appear in the shot.
  • Versimilitude: Throughout the series, Chase and his writers made efforts to be true to actual mobsters. For instance, the nicknames "Big Pussy" and "Little Pussy" were taken from a pair of identically named mobsters in the 1940s. Also, the subplot regarding the fire-bombing of Artie's Vesuvio is based on real events in Rhode Island, which Chase heard about through family members. The character of Hesh Rabkin is based on a Jewish record producer. Tony's strongarming of the gambling addict Mahaffey, which ends with Tony forcing the HMO owner to funnel illegal funds through a fraudulent business, is based on actual mob operations.
  • Writer-Director Nod: As the Sopranos tour Green Grove, the TV set at the retirement home can be heard playing the theme from The Rockford Files, the first series on which Chase was a producer.
  • Autobiography: Series creator Chase also drew heavily from his own life in writing this episode and the series. In addition to the similarities between Tony and Livia's relationship to Chase's relationship with his mother, the scene in which Tony reveals to Meadow her great-grandfather built a church near her school campus is also based on Chase's history. Chase's grandfather was an Italian stone mason who built several beautiful European-style cathedrals in Newark.
  • The Actor's Craft: In the scene in which Tony turns violent when Christopher suggests going to Hollywood, the script called for Tony to give Christopher a short slap. The scene was the first to be shot, and James Gandolfini said he thought it more appropriate if Tony became more violent, grabbing Christopher and throttling him. Chase agreed and later claimed it was that moment when he and Gandolfini created the character of Tony Soprano.

Allusions and References

  • Goodfellas: Tony walking down the driveway in his bathrobe, which would become a motif of the series, recalls the closing shot of the classic Mafia film Goodfellas, where the character Henry Hill does the same as an image of his reformed, dull, suburbanite lifestyle. Numerous cast members of Goodfellas appear in this series, most notably Lorraine Bracco and Michael Imperioli, and creator David Chase has named it as his favorite movie.
    The film is also later referenced when Father Phil and Carmela discuss Tony's laserdisc collection.
Father Phil: Where does Tony rank Goodfellas?
  • Chinatown: The scene in which Tony chases down Mahaffey by car on an HMO lawn is inspired by a similar car chase in an orchard in this classic 1974 neo-noir film starring Jack Nicholson.
  • Connie Francis: New Jersey-born Italian-American pop singer who rose to the top of the charts in the late 1950s and 1960s with such hit songs as "Who's Sorry Now?," "Everybody's Somebody's Fool" and "Don't Break the Heart That Loves You."
Tony: You know, you love music. All the old stuff's being reissued on CD, all your old favorites, Pajama Game, Connie Francis.
  • Humphrey Bogart, Dean Martin & Edward G. Robinson: Three icons of gangster cinema and Italian-American pop culture. As Christopher shoots Emil Kolar, with each gunshot, the camera cuts to close-ups of pictures of them in a poster on the wall.
    Bogart is best remembered for his leading roles as the tough, gritty anti-heroes in such classics as The Maltese Falcon, Casablanca, Treasure of the Sierra Madre and The African Queen, but he began his career playing gangster villains in the 1930s and '40s. The publicity still of him seen here is from his 1941 film High Sierra, in which he plays a bank robber who takes refuge in the Sierra Nevadas.
    Martin is an Italian-American singer, comedian and actor who became an icon to Italian-Americans throughout the 1950s and '60s. The still seen here is from the late '60s, when Martin was, along with his fellow Italian-American icon, the New Jersey-born Frank Sinatra, a member of the musical and comedy team known as the Rat Pack.
    Robinson is another tough-guy actor who became famous for playing gangsters and criminals in the 1930s and '40s. The still is from his most famous leading role in the 1931 gangster classic Little Caesar.
  • Field of Dreams: A classic 1989 fantasy about a farmer played by Kevin Costner who builds a baseball field in his cornfield and resurrects the disgraced 1900's baseball team the Chicago Black Sox. It is the film which Father Phil and Carmela are watching on laserdisc.
  • The Godfather: Part II: The Oscar-winning 1974 sequel to the Oscar-winning 1972 Mafia classic. The film is split between two parallel storylines: One of the rise of the Corleone family's heir Michael, portrayed by Al Pacino, as he continues the family business after his father Vito's death, and one a flashback depicting young Vito's (played by Robert DeNiro) rise to power and vengeance upon the mobster in Sicily who murdered his father and mother decades earlier. Like the earlier film, it was noted not just for its rich storyline and well-developed characters, but also its lush cinematography under the eye of cinematographer Gordon Willis.
Carmela: Tony watches Godfather II all the time. He says the camerawork looks just as good as in the movie theater.
Father Phil: Yeah, Gordon Willis....
  • The Godfather: The Oscar-winning 1972 classic and its two sequels are often cited as the greatest gangster films ever made. They follow the rise and eventual fall of the fictitious Corleone family, led by patriarch Vito (played by Marlon Brando) and his son and heir Michael. The Godfather trilogy is frequently referenced throughout the series The Sopranos, which incorporates its gangster genre legacy into its style.
    Also of note is a scene in the film in which hulking hitman Luca Brasi, who works for the Corleone family, is murdered by Virgil Sollozzo under the orders of Don Emilio Barzini, head of a family rivaling Vito for power. The Corleone family is informed of Luca Brasi's death through delivery of a raw fish wrapped in Luca Brasi's bulletproof vest, leading to one of the film's famous lines, "Luca Brasi sleeps with the fishes." The line refers to the gangster practice of disposing of dead bodies by dumping them into the ocean, where they cannot be found, and the phrase "sleeping with the fishes" has entered pop culture lingo as a slang term for death, particularly as the result of mob assassination.
Father Phil: Tony prefers II, not I?
Carmela: Yeah, he likes the part where Vito goes back to Sicily. ...
Christopher: Louis Brasi sleeps with the fishes.
Big Pussy:
Luca Brasi! Luca!
  • The Godfather: Part III: The third and final film in the Godfather trilogy, it portrays an aging Michael Corleone trying to legitimize his family's business but finding himself imprisoned by the sins of his past. Released 16 years after its immediate predecessor, The Godfather: Part III, it is widely considered a decline in quality from the two previous entries.
Carmela: III was like, 'What happened?'
  • Gary Cooper: Lanky all-American movie star of the 1930s, '40s and '50s best remembered for his roles as laconic everyman heroes in such classics as Sergeant York, The Pride of the Yankees and High Noon.
Tony: Whatever happened to Gary Cooper? The strong silent type. That was an American. He wasn't in touch with his feelings. He just did what he had to do. See... see, what they didn't know is once they got Gary Cooper in touch with his feelings, that they wouldn't be able to shut him up!
  • RICO: The Racketeer Influenced and Corrupt Organizations Act was passed by the U.S. Congress in 1970 to break the back of organized crime in America by combining multiple offenses into the single federal offense of racketeering.
Tony: Because of RICO.
Dr. Melfi: Is he your brother?
Tony: No, the RICO statutes.
  • Hannibal Lecter: Charming, intelligent fictitious serial killer and cannibal who became one of the most famous monsters in movie history with his portrayal by Anthony Hopkins in the 1991 classic The Silence of the Lambs.
Tony: You'd think I was Hannibal Lecture before or something.

Memorable Moments

  • The sight of the ducks flying away from Tony's pool marks his first panic attack, as well as one of the many incidents in which Tony would sublimate affection for people through undue affection for animals. As a result of the panic attack, Tony drops the can of charcoal lighter fluid on the lit barbecue, causing an explosion as Carmela, Uncle Junior and Father Phil run to help him.
  • Christopher meets Emil Kolar at Centanni's after hours to discuss business. While Emil snorts cocaine Christopher has given him, Christopher stands behind him and shoots him in the head.
  • Hearing what she believes to be a prowler trying to break into the house, Carmela shocks Father Phil by pulling a loaded assault rifle out of a closet, only to discover the "prowler" is Meadow sneaking back in.
  • Hesh and Big Pussy walk with Mahaffey out to a bridge over a waterfall as they try to convince him to accept Tony's offer of an HMO fraud scheme to pay off his gambling debt. Mahaffey is reluctant, but when Big Pussy throws an ice cream wrapper over the side of the bridge, and he sees how far the drop is, he relents.


  • Tony: It's good to be in something from the ground floor, and I came in too late for that I know, but lately, I'm getting the feeling I came in at the end.
  • Dr. Melfi: Can I stop you for a second? I don't know where this story is going, but there are a few ethical ground rules we should quickly get out of the way. What you tell me here falls under doctor-patient confidentiality, except if I was... if I was to hear, let's say, a murder was to take place, not that I'm saying it would, but if... if a patient comes to me and tells me a story where someone's going to get hurt, I'm supposed to go to the authorities. Technically.
  • Tony: But I will say this: My uncle adds to my general stress level.
  • Tony: Ma, I'll never understand that. The phone is an auditory thing. Dark is an eye thing. I can understand not going out after dark. You get jumped in the shadows, whatever, but not answer the phone after dark?
    Livia: Oh, listen to him. He knows everything.
  • A.J.: So what, no fuckin' ziti now?
  • Carmela: What's different between you and me is that you're going to Hell when you die!
  • Tony: Now that my father's dead, he's a saint. When he was alive, nothing. And my dad was tough. He ran his own crew. A guy like that, and my mother wore him down to a little nub. He was a squeaking little gerbil when he died.
  • Charmaine Bucco: Somebody donated their kneecaps for those tickets.
  • Tony: Carmela, there's something I gotta confess. What are you doing?
    Carmela: Getting my wine in position to throw in your damn face.
  • Tony: Know what I'm figuring out lately? Talking helps.