Proshai, Livushka

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"Proshai, Livushka"
The Sopranos episode
Sopranos ep302.jpg
Episode no. Season 3
Episode 2
Directed by Tim Van Patten
Written by David Chase
Cinematography by Phil Abraham
Production code 301
Original air date March 4, 2001
Running time 57 minutes
Guest appearance(s)

see below

Episode chronology
← Previous
"Mr. Ruggerio's Neighborhood"
Next →
"Fortunate Son"
Episode chronology

"Proshai, Livushka" is the twenty-eighth episode of the HBO original series The Sopranos and the second of the show's third season. It was written by David Chase, directed by Tim Van Patten and originally aired on March 4, 2001.


Guest starring[edit]

Also guest starring[edit]

Episode recap[edit]

Tony follows his early-morning ritual: picking up the morning paper and scanning the headlines, which address a violent mob conflict involving Tony's company, Barone Sanitation. Tony suffers a panic attack and collapses in the kitchen. When Carmela arrives home, she is concerned and helps him off the floor. When she asks what happened, he states "Uncle Ben" and the scene rewinds to Tony greeting Meadow and her new friend. Tony comes down the stairs and is surprised to see Meadow on the couch. Meadow tells Tony she needed to borrow the VCR and came with a friend. Meadow's friend, Noah Tannenbaum, comes out of the bathroom and compliments Tony on his home theater and begins to chitchat with Tony about his thoughts on film history, as they were just watching James Cagney's The Public Enemy, a favorite of Tony's. Unfortunately, Noah is oblivious to Tony's racial prejudice. When Meadow goes upstairs, Tony asks Noah about his heritage, and Noah says he is Jewish on his father's side and African-American on his mother's. Tony, using several racial slurs, warns Noah to stay away from his daughter and to break up with her as soon as they return to campus. Noah storms out of the house. Tony goes to the kitchen, opens a cabinet, sees a box of Uncle Ben's Rice and then suffers the panic attack.

Tony visits his mother, Livia, in an attempt to set things straight and warn her not to talk to the FBI. Livia automatically thinks something is wrong and becomes fidgety. Livia's new aide, Svetlana, tells Tony she is making Livia fill out "Granny Remembers" baby journals that Carmela bought when the children were born. Tony is furious when he realizes Livia has never touched them. Livia says, "It is none of anybody's business." Growing aggravated, Tony tells her to do what she wants regarding his upcoming trial and to leave him alone.

Later that evening, Tony is watching The Public Enemy when Meadow comes home to pick up laundry. She asks if he said anything to Noah, as Noah has been acting standoffish and quiet since the earlier visit. Tony doesn't confirm or deny anything, but advises Meadow to leave it alone. Carmela calls Meadow upstairs, and after a frustrated moment, Tony gives up on watching the movie and goes outside to smoke a cigar and adjust the sprinklers. When he goes back inside, he is met by Carmela, Meadow, and AJ, all gathered to inform him that Svetlana just called to tell them that Livia has died in her sleep.

As people begin to gather at the Soprano residence, Tony's sister Barbara informs him that Janice will not be in attendance. He furiously calls her Seattle home and demands she be on the next plane to New Jersey. Janice tells Tony she has a good reason not to be there since she murdered Richie Aprile a few months before. Tony tells her "the case is colder than [her] tit" and he would pay for a ticket for her to get there. The next morning, Janice arrives and becomes the center of attention by sobbing loudly and acting extremely distraught.

Richie Aprile's crew member Ralph Cifaretto arrives at Tony's house, along with Vito Spatafore, Patsy Parisi, Gigi Cestone, and Albert Barese to express his condolences on Tony's mother's death, Tony informs Ralph that he needs to speak with him and Albert. Ralphie, Albert and Gigi follow Tony out to the pool area where Tony confronts Albert and Ralph over the recent fires. Tony asks why Ralph torched Albert's trucks, and Ralph responds that it was done in retaliation for Albert's arson attack on Ralph's business. Ralph also says "his crew", the Aprile crew, is in line for a business contract, and that he has been acting with the authority of a capo (a position previously held by Richie) over it, but Tony warns him that he will be its captain only when Tony appoints him as such. He then informs both Ralphie and Albert that there will be "no...more...fires..."

At the funeral home, Tony and Barbara arrange a simple service, to which Janice emotionally objects; she wants a funeral with all the trimmings even though Livia stated that all she wanted was a burial with no service or commemoration. Later, Janice is at her mother's house, checking for hollow sounds in the basement walls. Tony's unexpected arrival sends Janice into a brief scramble and she gets rid of the hammer and glass and hurries to sit in a chair across the room, just quickly enough so that Tony is unaware of what she's been doing. They briefly admire a picture of a young Livia to be used at the service, and then Janice informs Tony that the only mementos Livia kept of her children's childhoods belong to Tony. Tony attempts to comfort Janice, but seems more absorbed in memories evoked by his own mementos.

Everyone prepares for the wake the following evening, including Christopher Moltisanti, Adriana La Cerva and Furio Giunta (all of whom get high on cocaine and marijuana); Silvio Dante, who is angry because he is missing the New York Jets home opener for this "hit"; and Ray Curto, who is revealed to be an FBI informant and wearing a wire. Uncle Junior tries to reconcile with Carmela, and she asks him to act accordingly. The next day, Livia is buried and Meadow purposely stays away from Tony. Afterwards, Janice informs Svetlana she will be living at Livia's home and would like Livia's LP record collection given back to her by the weekend, even though Livia gave the records to Svetlana before her death. Svetlana refuses.

Ralph along with associates Eugene Pontecorvo and Bobby Zanone make a visit to a man named Joseph Zachary who has been interfering with Ralph's garbage business. Ralph, while sitting in a van, orders his crew to attack the man with baseball bats, saying to him "No fires. Tony doesn't want any fires!"

Janice interrupts the gathering to force everyone into the great room, intending to conduct a remembrance--exactly what Tony forbade her from doing. She plays Livia's favorite song, then calls on people in the room to speak their mind about Livia. Caving to Janice's pressure, Livia is eulogized by Hesh Rabkin, her friend Fanny, and an intoxicated Christopher. Meanwhile, Tony backs out of the room and goes outside, where he is confronted by an angry and drunk Artie Bucco, who is catering the event; Artie has been experiencing flashbacks of visiting Livia in the hospital. He remembers her telling him about the torching of the Vesuvio, which Tony ordered. Artie takes the opportunity to remind Tony of what Livia said, and remarks that their "little secret" died with her. Tony attempts to calm him down, but Artie implies he's going to go inside and tell everyone about it. Alarmed, Tony follows him, and arrives in the great room just in time to see Artie begin to speak--however, a drunk Carmela interrupts him, claiming that the eulogies are a "crock of shit". She says Livia was highly dysfunctional and did not want a funeral because she thought no one would come. Carmela's mother attempts to stop her, but Carmela's father defends her. Everyone else in the room seem to agree with Carmela and her father.

Later that night, after everyone leaves, Tony sits in front of the television with a glass of liquor and watches a scene from The Public Enemy featuring the main character's mother joyfully preparing her home for her son's arrival from the hospital. Tony gets teary.

First appearances[edit]

The episode marks the first appearance of:


Title reference[edit]

  • A Romanization of the Russian «Прощай, Ливушка»: "Farewell, little Livia." Said in Russian, as a toast in Livia's memory by her caretaker, Svetlana.


  • Although this episode aired second in season three, it was the first to be shot.
  • Because of Nancy Marchand's death, David Chase decided that Livia should die as well. Livia's final scene was created using CGI with previous sound clips and scenes featuring Marchand. The cost was approximately $250,000.[1]
  • This is the final episode in which Nancy Marchand is billed in the opening credits.
  • Joe Pantoliano (Ralph Cifaretto), Steve R. Schirripa (Bobby "Bacala" Baccalieri), Robert Funaro (Eugene Pontecorvo), John Ventimiglia (Artie Bucco), and Katherine Narducci (Charmaine Bucco) are now billed in the opening credits as part of the main cast, but only in episodes in which they appear.
  • David Chase had planned a major story line for the third season concerning Tony's efforts to patch things up with his mother to prevent her from testifying against him at his Racketeer Influenced and Corrupt Organizations Act trial. Nancy Marchand's death caused Chase to revise a large portion of the season. The idea of Livia's being made to testify was also mentioned at the FBI meeting in the preceding episode, "Mr. Ruggerio's Neighborhood".
  • The episode was part two of a two-hour season premiere when it originally aired in 2001.
  • Vincent Pastore makes a cameo in this episode, when Tony opens a closet door and Pussy is seen in the mirror.

References to other media[edit]

  • When Tony visits his mother, he brings her audiobooks of the novels The Horse Whisperer and Omerta
  • The book read by the FBI agent in the surveillance van was The Internet for Dummies.
  • The undertaker promises Tony that he will "use all [his] power, and all [his] skills" on Livia's behalf (presumably via cosmetics and embalming), Tony then tells him not to go overboard. This is a direct reference to The Godfather, wherein Don Vito Corleone commands the undertaker Amerigo Bonasera to "use all of your power and all of your skills" to beautify his eldest son Sonny Corleone's bullet-riddled corpse. The descending elevator camera angle used to introduce the undertaker is also taken directly from The Godfather.
  • Various clips from the 1931 gangster film, The Public Enemy starring James Cagney, are featured throughout this episode.


  • The song played over the end credits was "I'm Forever Blowing Bubbles" by Les Paul. That song is also prominent in The Public Enemy, which Tony watches in this episode.
  • "Eyeless" by Slipknot can be heard playing in A.J.'s room.
  • "Shake It (Like You Just Made Bail)" by Shawn Smith can be heard while Christopher, Adriana, and Furio take drugs before the wake.
  • The song played by Janice on the stereo, in honor of her mother, is "If I Loved You" by Jan Clayton, from the original Broadway cast recording of Carousel.
  • The song playing at the start of the episode when a firebomb is detonated in the garbage truck is "I'm Your Captain (Closer to Home)" by Grand Funk Railroad.


  1. ^ "Late 'Sopranos' actress virtually returns to show". USA Today. Gannett Company. February 28, 2001. Retrieved May 18, 2016. 

External links[edit]