Remember When (The Sopranos)

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"Remember When"
The Sopranos episode
Episode no. Season 6
Episode 15
Directed by Phil Abraham
Written by Terence Winter
Cinematography by Phil Abraham
Production code 615
Original air date April 22, 2007
Running time 58 minutes
Guest appearance(s)

see below

Episode chronology
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"Stage 5"
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"Chasing It"
List of The Sopranos episodes

"Remember When" is the eightieth episode of the HBO television series The Sopranos. It is the third episode of the second half of the show's sixth season, the fifteenth episode of the season overall. It was written by Terence Winter and was directed by Phil Abraham. It originally aired on April 22, 2007 and was watched by 6.85 million viewers on its premiere.[1]


* = credit only

Guest starring[edit]

Also guest starring[edit]

Episode recap[edit]

Tony and Paulie go into hiding[edit]

On a suspected tip from the reincarcerated capo "Larry Boy" Barese, the FBI begin investigating an old murder of a small-time bookie named Willie Overall. Overall was Tony's first murder, which happened on Labor Day weekend of 1982 when Tony was 22. The hit was assigned to Tony by his father, DiMeo Family Capo "Johnny Boy" Soprano, and Paulie Gualtieri accompanied him on it. Paulie goes to Tony's house and informs him of the situation, and, after the Bureau starts digging for Willie's body, Tony and Paulie pack up and drive toward Miami, Florida, to lie low until the heat blows over. The FBI indeed manage to find Overall's remains.

On the trip down to Miami, Tony at first enjoys reminiscing old times with Paulie but soon grows weary of his annoying mannerisms and tendency to sometimes blab carelessly with strangers. Suspecting (correctly) his previous disloyalty, Tony questions Paulie several times about the circumstance by which Johnny "Sack" became aware of Ralph Cifaretto's joke made at the expense of his wife, Ginny Sacrimoni, back in 2002 that caused great tensions between the two families, but Paulie denies any knowledge of it. The two visit "Beansie" Gaeta in Miami and all have dinner together with some women at a restaurant. Beansie and Paulie share old stories and joke and Beansie shows them some old photos: one of a younger Paulie and the other of Tony's father with Junior. Tony gets irritated by the incessant reminiscing and Paulie once almost mentioning mob crimes to civilians and leaves the table, angrily dubbing "remember when" as "the lowest form of conversation." After having sex with one of the women, though, Tony learns she had an impression he was Paulie's best friend from all of Paulie's stories about him at the table. Tony admits Paulie used to be his role model when growing up.

Tony phones Hesh Rabkin to ask him for money, in the form of a bridge loan, saying he needs to pay back some gambling debts that he attributes to a run of bad luck. Hesh agrees to lend him the money.

Paulie and Tony also manage to do some business while in hiding. They arrange a meeting with some Cuban contacts of Beansie, but when more men than expected suddenly arrive, Paulie charges to meet them unfazed, making Tony, who would have preferred more caution, follow him. The meeting goes well in the end, and the parties agree to trade stolen goods between them.

In a later conversation with Beansie, Tony expresses his concerns about Paulie, particularly his loose tongue, diminishing earnings and his vulnerability to the Feds due to his lack of legitimate income on his IRS tax returns. Beansie sticks up for Paulie, saying his peculiar behavior owes to him having no wife or children, since he only has Tony and his crew for friendship. Beansie adds Paulie has great respect for Tony, and the mob boss admits to once finding a painting of him as a general at Paulie's house, which he did not think was a joke. Plus, Tony commends Paulie's ever-present boldness, citing their recent meeting with the Cubans as an example. Nevertheless, Tony still wonders whether Paulie's loyalty has ever been truly "put to the test."

Larry's misinformation about Willie Overall's murder leads the FBI to blame it on the deceased Jackie Aprile, Sr. Tony invites Paulie on a sport fishing trip to celebrate. Paulie has serious misgivings about going out alone on the open ocean with Tony, remembering how they used a boat trip to lure informant "Big Pussy" to his death, but ultimately joins him. On the boat, Tony once again, this time aggressively, interrogates Paulie about the Ginny "Sack" joke leak, but Paulie again denies any involvement. Tony then gets up from his seat to fetch a bottle and spots a sharp bait knife on the boat's floor and then glances at Paulie, who is standing at the edge of the boat with his back turned. Tony picks the bottle instead of the knife, though throws it at Paulie with some force. Paulie catches it and protests, but Tony insists the throw was a joke, with a contorted smile on his face.

Later that night, Paulie has a dream in which he gets home from the trip and finds Big Pussy at the stove, cooking a meal. Paulie asks Pussy, "When my time comes, tell me, will I stand up?" Paulie awakens startled and is then shown frantically lifting weights in his living room with a scowl on his face.

Once they return to Jersey, Paulie sends Tony and Carmela a $2,000 espresso machine. When she wonders why, Tony angrily defends Paulie, saying that they wouldn't live "our whole lifestyle here" without the hard work of people like Paulie.

Phil becomes boss[edit]

Faustino "Doc" Santoro's reign as the new boss of the Lupertazzi crime family is very short lived - after leaving a massage parlor in New York, Doc and his bodyguard are shot and killed by multiple gunshots from hit men sent by Phil Leotardo. Santoro seemed to have sealed his fate when he insulted Phil by literally taking food off his plate during a sit down dinner in front of other mobsters, even after Phil recognized Faustino as the official boss. With Faustino gone, Phil officially becomes the boss of the crime family.

Junior in mental care center[edit]

At the Wyckoff mental care center, Junior Soprano gets a visit from former soldiers from his crew, Pat Blundetto and Beppy Scerbo. They still "kick him up" money and Junior begs them to aid him in his escape from the Center. He tells them he wants an "apology" from Tony (for "lying" that Junior shot and nearly killed him, when Junior's delusions/calculations are that Tony tried to kill himself and had everyone blame Junior to cover it up) and the two men trade a look making it clear they're not going to consider approaching Tony at all. Pat suggests he make an appointment with an outside dentist so that he and Beppy could sneak Junior off in their car.

Junior seems to return to his old mob crime habits and customs even while being kept in the mental institution. He bribes one of the orderlies, Jameel, for special treatment and organizes a poker game one night, using colored buttons as chips and (banned) soda and candy as purchasable snacks for the gambler patients, the whole setup like the executive card game he once used to run. Junior entertains the patients with his off-color jokes, but the game ends prematurely when another patient, Prof. Lynch, who is resentful towards Junior because Junior insults and mocks him, informs a non-corrupt orderly about it.

Junior finds an admiring follower in a much younger fellow patient Carter Chong. Carter, apparently in the institution for uncontrollable violent outbursts of anger (particularly displayed when he remembers his demanding father), serves as Junior's assistant. He brings him his tea and helps him write a letter to reinvestigate his legal case to Vice President Dick Cheney (Junior writes that they are "both powerful men" who were brought low "by unintentional incidents involving gunplay"), among other things. Carter also picks up using profanity from Junior, which worries his visiting mother, who tells him to not socialize with the mobster.

When Pat calls Junior about his escape plan, Junior is both confused and unwilling to go ahead with it, preferring to stay in the mental care center after all.

One day, Junior is provoked by Professor Lynch, and beats him in the presence of the staff. The physicians then prescribe Junior a new plan of meds that leave him effectively sedated most of the time. Carter devises a technique to distract the orderlies handing out the pills to Junior so that he can covertly throw them away. Unfortunately, some of the drugs were meant to combat Junior's incontinence, and he soon humiliatingly urinates on himself. Correctly suspected of receiving bribes, Jameel is fired, and Junior is confronted by the psychiatric doctor in charge who threatens to transfer him to a less pleasant, state-run mental facility if he does not take his medications. Junior decides to comply with the pharmaceutical treatment plan after all, much to the disappointment of Carter.

Junior tries to make amends with Carter, but refers to the young man as "Anthony." Later that day, during a sing-along in the recreation room, Carter throws a few wads of paper at the woman playing the piano, in hopes of getting a laugh out of Junior. But when he looks back at him and shakes his head disapprovingly, Carter becomes enraged and furiously attacks Junior, hitting him repeatedly and attempting to strangle him, before he is wrestled to the ground by the orderlies.

The episode ends with a scene of the mental patients engaged in some animal-assisted therapy outdoors. Junior is sitting in a wheelchair now, his arm is in a plaster cast and his broken eyeglasses are taped back together. Junior, in a catatonic-like state, is idly petting a cat.

Murders Committed[edit]

  • Willie Overall: shot dead by Tony Soprano with a revolver on orders from "Johnny Boy" Soprano. Tony's very first murder at the age of 22. (A flashback from 1982)
  • Faustino "Doc" Santoro: killed after leaving a massage parlor in New York City by multiple gunshots from a trio of gunmen on orders from Phil Leotardo to take over his Lupertazzi crime family boss's title and/or as a revenge for the Gerry Torciano murder and/or as payback for his insults done to Phil.
  • Unnamed Bodyguard: killed alongside "Doc" Santoro.

Title reference[edit]

  • Tony angrily describes "Remember when..." reminiscing as the lowest form of conversation.
  • Many stories from the past are told in this episode, particularly from Paulie, most of them beginning with the phrase "Remember when...?"
  • Junior briefly gets a taste of his old life while running his card game in the hospital.
  • Could also refer to Junior's advancing stages of dementia and his increasing memory loss.
  • A recurrent motif is Tony reminiscing about the disclosure of Ralph's insensitive joke to Johnny Sack.


  • "Remember When" was the career directorial debut of Phil Abraham, a longtime Sopranos cinematographer ever since the first season of the show. Abraham initially started only as a camera operator for the TV series.
  • Lin-Manuel Miranda, writer and future star of Hamilton and In the Heights, makes a brief appearance in this episode as the bellman with whom Tony and Paulie briefly converse from the car.

Connections to prior episodes[edit]

  • Paulie remembers the time Ralphie was obsessed with Gladiator and hit Georgie with a chain, which happened in the Season 3 episode "University".
  • Tony repeatedly asks Paulie if he told Johnny Sack about the off-color joke that Ralph told about a mole on Ginny "Sack"'s posterior (in the episode "No Show"). Paulie denies this (Paulie actually did tell it to Johnny Sack, in the episode "Christopher").
  • Beansie is a paraplegic and has to void in a bag due to the injuries he sustained when Richie Aprile ran over him in the Season 2 episode "Toodle Fucking-Oo.'"
  • Tony recalls finding a painting of himself as a general at Paulie's house, which occurred in the Season 5 finale "All Due Respect").
  • When Paulie boards a boat with Tony, this episode uses flashback scenes from the murder of Big Pussy on a boat, taken from the Season 2 finale "Funhouse."

Other cultural and historical references[edit]

  • During the times Junior is in his room, he watches television. Shows that he watched in this episode included a Weather Channel documentary hosted by Jim Cantore, and The $25,000 Pyramid.
  • When driving through Maryland near Washington, DC, Paulie asks, "Chevy Chase, whatever happened to him?" Paulie means the actor Chevy Chase but is actually looking at a road sign for the town Chevy Chase.
  • Paulie mentions an incident when, after being pulled over, Tony's father tricked him into insulting a cop by saying his cousin was "on the job" and his name was Barney Fife.
  • In his letter to Dick Cheney, Junior refers to the then-Vice President's 2006 hunting incident as an example of a gun discharge accident, which, Junior claims, is similar to his own "accidental" shooting of Tony Soprano.
  • Junior's orderly Jameel sells his autographed photos on eBay.
  • Tony, complaining about what a big mouth Paulie is, mutters "Gary Cooper," a reference to an actor known as "The Strong, Silent Type".
  • When Tony hears Paulie laughing loudly, he leans over his balcony and sees Paulie sitting on his bed, watching the 70's sitcom Three's Company.
  • As a diversion for Junior to covertly not take his drugs, Carter screams: "Where is my iPod?"
  • The closing scene, which depicts Uncle Junior sitting on an outdoor chair, lost in thought, as the screen slowly fades to black, is possibly a nod to the closing scene of The Godfather Part II, which shows Al Pacino as Michael Corleone in a similar pose. Michael Corleone's father Vito Corleone was memorably depicted stroking a cat in The Godfather.
  • Tony's tomato plants in his yard are highly reminiscent of the ones Vito Corleone had in his garden.



  1. ^ Huff, Richard (2007-04-27). ""Sopranos" ratings slip again". The Denver Post. Retrieved 2009-09-26. 

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