The episode begins with Al Capone killing a bunch of guys in the middle of the night. Reporters question Atlantic City Mayor Ed Bader about the rash of violence and he says the authorities are handling things. Bader says it's "gangsters versus gangsters" and average citizens don't need to worry. Nucky, holed up in the lumber yard, talks to Mickey Doyle about things at the Overholt distillery. Mickey says that if it gets up and running, it'll be huge. Gyp is meeting with Masseria and tells Tonino to keep everyone away from there. Masseria questions Gyp about how many of his men he gave him.
He's lost 12 of Masseria's 43 men, "and for what?" Masseria asks. Gyp says he's got the hotel, casino and warehouse, but Masseria notes, "You don't have Nucky Thompson," and Arnold Rothstein is still eating dinner at Times Square. Gyp goes on to claim that many of Nucky's men are black and don't count, but Masseria reminds him they're from Atlantic City and that's why they're fighting. Gyp vows to keep his promise to Masseria, who sets the clock on the mantle and turns to tell Gyp, "Perfecto. Now you know what time it is". Eli is working on a car at the lumber yard and Nucky goes out to help.
They have a little brotherly moment talking about an old car that Nucky sold Eli and helped keep running. Lucky is being questioned by the agents who arrested him. One of them starts to beat him while asking who he supplier is and who fronted the money. Lucky gives up no info on either. Lucky offers to show them 50 pounds of heroin, but wants to know what's in it for him. They tell him the best he can do "is not lose”. Rothstein calls Nucky with "an offer". Nucky wonders how he got the number at the lumber yard.
Rothstein says that's not important, then offers "for a percentage of ownership" in the Overholt distillery to arrange for Masseria to pull his support from Gyp. Nucky asks, "How much of a percentage?" Rothstein says, "99". Nucky confirms they have a deal and Rothstein says, "You'll be hearing from me later". Nucky hangs up the phone and tells Eli, "Big bait catches big rats". Lucky is out of custody and talking with Meyer Lansky while they want to see Masseria. He tells Lansky that he was collared, but he "worked out an angle" and he's not doing time.
He says no one should know and they should just go on. And he'll pick up the hit, pay for what was taken out of his pocket. Lansky is angry. Called inside to see Masseria, Lucky and Lansky see a stash of heroin on his desk. They wonder if it is theirs. Rothstein walks in and announces that he and Masseria have agreed to new terms of peace given the new circumstances. Masseria angrily says this new arrangement came about after the heroin, which Masseria paid for, came to belong to Rothstein. Lansky asks how he got it, and Rothstein says Lucky "gave it" to his associates. He introduces, Sam and Gaitano, who walk in. They're the "agents" who collared Lucky. Rothstein smirks. Lucky is angry at being set up. Lansky has to hold Lucky back from attacking Rothstein, who coolly stands there and stares at him. Lansky reminds Lucky that if he doesn't shut up they're "both dead".
Rothstein asks Lansky if he understands and Lansky says he does. Rothstein says it's his job if he wants it, then he invites Masseria to join him in the heroin business. "In exchange for what?" Masseria asks. Nucky announces he's heard from Rothstein. Gyp is at the Artemis Club and Masseria is withdrawing his support. Gillian shows up in lingerie to see Gyp. She tells him she's there to please him. She starts to remove his jacket and he stops her, saying, "Only I do that". He takes it off, along with his holster. She asks him what he's intending to do to her. He violently describes what he's going to do to her and tells her she's "worthless" and knows she deserves everything she's going to get.
She refers to herself as a "worthless little ape," to which Gyp asks, "Are you laughing at me?" "Why wouldn't I?" she asks. "Everyone else does" she adds. He chokes her for a moment, then walks away and pulls off his belt. She takes in and wraps it around her neck. She pulls him by the belt to the bed and chokes him, and pulls a syringe out from under a pillow. But Gyp catches her before she can inject him in the neck with it. "All I have is this house and that boy" she says. Gyp tells her he doesn't blame her, but "somebody's always gotta lose". He injects her in the hand and leaves her. Gyp then notices that a bunch of his men are leaving.
He runs downstairs and asks the few remaining guys where the others went and they confirm "they're gone. New York, Masseria's orders". Suddenly, shots ring out and Richard Harrow comes in with a shotgun on his back and handguns firing. He takes out several men while standing in one spot while Gyp hides and then makes a run for it. Gyp and a couple of his men run outside, with one asking where Tonino is. Gyp doesn't care and says "let's go". Masseria's men are driving out of town and are ambushed by Al and Chalky's men, who were waiting in the bushes. Nucky and Eli walk through Gillian's house and step over bodies all along the way. Upstairs, Nucky sees Gillian barely conscious on the floor of the hallway. Nucky hears a noise and nods to Eli to head that way.
Tonino is seen hiding in a closet with a gun pointed at the door. Harrow carries Tommy, who's asleep, to Julia Sagorsky's house. She answers the door and Harrow tells her not to turn on the light. He tells her neither of them has been hurt. Her father turns on a light in the house and she sees the blood on Harrow's face. Harrow tells her it's neither of theirs. Her father tells Julia to take the boy to one of the rooms. He seems sober and tells Harrow that he'll talk to Julia the next morning. "No," Harrow says. "He's safe. That's all that matters" he adds. Esther Randolph gets a call from Andrew Mellon. He asks if she's somewhere where her conversation might be overheard. He tells her that a "certain business enterprise" of his has been illicitly commandeered by criminals.
He tells her to go there, shut it down and arrest anyone involved in its operation. "You want me to arrest Enoch Thompson?" she asks. Mellon says it was Mr. Thompson who brought it to his attention. Randolph asks who they're talking about, then. "Arnold Rothstein" Mellon says, with an aide whispering the name into his ear. Randolph looks stunned and Mellon hangs up. Gyp starts talking about heading west and getting a whole new operation going. He steps into the sand and starts to relieve himself. He's singing a song and looking up to the sun when he starts to gasp. Tonino has quite literally stabbed him in the back. He turns Gyp around and stabs him again in the stomach, then leaves his body lying in the sand.
Tonino comes back to report to Nucky and Eli, who are sitting in a car nearby, that "it's done". Nucky tells Tonino to take Gyp's body back to Masseria and tell him this could be the end of the problems between them or the beginning. "I'll oblige him either way" Nucky says. Nucky tells Tonino that if he sees him in Atlantic City again, he'll kill him himself. "I don't want anyone knowing who I am” Nucky tells Eli. "I don't anyone looking at my business. I don't want anyone coming near us we don't already trust” he adds. "OK, brother" Eli says. Next Nucky is seen walking down the vibrant boardwalk at night.
The doorman at the Ritz nods and opens the door, but Nucky walks the other direction to take a look at the ocean. A man walks up and cheerily says, "Say, you're Nucky Thompson, aren't ya?" Nucky gives a scowl and the man shuffles away. Nucky drops the flower from his lapel on the boardwalk, lights a cigarette, then walks back through crowd seemingly disappearing into it. The episode ends at this point.