The Sopranos Season 3 Episode 2: “Proshai, Livushka”

“Proshai, Livushka” Review

Grade: A

Goodbye, Little Livia.

“Proshai, Livushka” often feels like several different Sopranos episodes rolled into one. A wide variety of micro-moods range the hour — from cringe comedy to somber tragedy to ghostly mystery.

Off the set, The Sopranos lost actress Nancy Marchand, age 71, to lung cancer in 2000. Her portrayal of Livia Soprano was a wholly unique perspective to the gangster genre and was crucial to the show’s early success. If Tony Soprano was the ultimate anti-hero, then his mother was the ultimate anti-villain. Ever since the beginning of the series, Livia provided a domineering presence. With Marchand’s untimely passing, series creator David Chase was forced to rewrite much of season three.

The original seasonal arc was to have Tony attempting to reconcile with his mother as she testifies against him in court (hinted at during the season two finale). There are plenty of “what if” scenarios for how that might’ve played out, but the revision ultimately resulted in one of The Sopranos’ best seasons. Livia’s offscreen death was written into the second episode, and the mournful mood permeated throughout the remainder of the series.

Tony's sister, Barbara Soprano, in "Proshai, Livushka"

The first two episodes of season three are somewhat scrambled and experimental, combining to form an off-kilter prologue that makes up for lost time. “Mr. Ruggerio’s Neighborhood” is a musical number told from an outsider’s perspective; “Proshai, Livushka” is a piece-mover with no set destination.

As a result, both episodes can sometimes feel a little choppy and uneven. There are even a couple questionable directorial choices. Despite that, the odds and sods are endearing in context of The Sopranos’ usual ascetic aesthetic.

“Proshai, Livushka” begins with Tony passed out on the kitchen floor. The scene then plays in reverse, rewinding the events leading up to his latest panic attack, and then restarting from the beginning. It’s a disorienting camera-curveball from director Tim Van Patten, humorously fitting within the context of the scene (Tony faints after seeing Meadow’s new interracial boyfriend).

The most polarizing style choice of all, no doubt, is the decision to use CGI to place Livia’s head onto a body-double for one final scene. It occurs toward the beginning of the episode and features a Tony/Livia conversation that uses cut-and-paste dialogue from prior episodes. Livia’s disembodied head delivers several of her nihilistic catchphrases: “I wish the Lord would take me now” and *disgusted grunt*.

The result is almost cringeworthy — a rarity in The Sopranos. Upon further review, however, the visual editing is pretty good by 2001 standards. In the end, it’s not so much an issue of cinematic ethics; it’s a question of whether the scene is even relevant at all.

The Public Enemy - The Sopranos "Proshai, Livushka"

Nevertheless, these experimental flourishes are forgivable when considering the overall greatness of the episode. When the characters find out that Livia has died, everything else is put on hold, and “Proshai, Livushka” soon becomes a spooky meditation on death in the vein of “From Where to Eternity.”

Throughout the episode, Tony reflects on the loss of his mother by watching the 1931 gangster classic The Public Enemy. James Cagney’s portrayal of Tom Powers makes Tony laugh, but it’s ultimately the character’s mother that resonates with Tony the most. The love and care she shows her son near film’s end causes Tony to end the episode in tears, the only time he cries during the entire hour.

Tony’s unsure how to feel over Livia’s death. After all, she tried to have him killed back in season one. Nevertheless, he confesses to Dr. Melfi that he feels like a bad son. If nothing else, Tony feels relieved at her untimely passing. Throughout the episode, he repeatedly replies to condolences with a rhetorical and matter-of-fact “Well, what are you gonna do?”

Then again, his outpouring of emotion at the end of the episode appears completely genuine. He laments the fact that she never showed him love.

Big Pussy appears in the mirror in "Proshai, Livushka"

On top of everything, Tony has plenty of other stressors to worry about — daughter Meadow is dating an African-American Jew named Noah Tannenbaum, top earner Ralphie Cifaretto is causing trouble along the sanitation routes and, worst of all, sister Janice is back in town to stir the pot more than ever.

“Proshai, Livushka” touches on all these “nothing happens” plot points in a rather choppy procession. We transition from one storyline to the next without having much breathing room to reflect on what came before. But that only adds to the intentionally uneasy atmosphere of the episode. There’s enough pressure on Tony’s mind to cause him to literally see ghosts.

During Livia’s after-funeral “remembrance,” there are several notable ambiguities. The first is the sudden glimpse of Big Pussy in an upstairs mirror. Tony opens a door, maybe sees something that isn’t there, ponders it for a second and then shrugs it off. Even for viewers, it’s hard to catch right away. We end up second-guessing ourselves, too.

The second ambiguity is the mysterious man who briefly observes the “ceremony” from the staircase. He appears over Tony’s shoulder, peers into the room and then slowly walks back up the stairs, out of focus. Both are unimportant from a storytelling perspective, yet the supernatural enigmas add to the show’s overarching philosophical mysteries, which are becoming more apparent with each passing season.

Mysterious figure behind Tony on the staircase in "Proshai, Livushka"

The script’s unevenness is masked by the fact that the episode displays a consistently somber tone. Various plot threads are laid down, but they all move at a slow and steady pace.

This is an installment that completely relies on mood, after all. Livia’s death — and all its introspective repercussions — makes this one of The Sopranos’ most underrated and rewarding chapters, while also providing a perfect counterpoint to the lighthearted season premiere.

If you view these first two episodes of season three as a singular introduction, then now the season proper can officially begin. But that doesn’t necessarily mean the ghosts will go away.

Last but not least, let us all take a moment to remember the great Nancy Marchand and her cornerstone performance as the great Livia Soprano. The character’s cynical specter will loom large over the rest of the series.


  • Nancy Marchand was nominated twice as Best Supporting Actress after season one and (posthumously) two. She definitely was robbed in 1999. The Emmys in those years went to Holland Taylor in The Practice (huh?) and Allison Janney in The West Wing (meh).
  • $250k for the Livia CGI.
  • During Livia’s remembrance, we have a lengthy flashback to “I Dream of Jeannie Cusamano,” in which Livia tells Artie Bucco that Tony burned his restaurant down. I’ve always felt that this was very unnecessary. It feels that Chase isn’t giving the audience any credit, as if we’d forgotten what happened. I’m sure there were other ways to show Artie’s inner turmoil over Livia’s death.
  • We get some Poetry 101, as Meadow helps AJ figure out the meaning behind Robert Frost’s “Stopping by Woods on a Snowy Evening.” It’s about death, ya know.
  • We also get some Film History 301 (upper-level, ain’t it?) as self-proclaimed film buff Tony ponders the meaning of The Public Enemy. Also mentioned is Howard Hawks’ gangster classic, Scarface, released in 1932, starring Paul Muni.
  • Tony’s panic attack is caused by seeing Meadow’s new interracial boyfriend. Even though Tony is a racist asshole, Noah Tannenbaum’s pomposity is definitely worthy of derision. He’s one of my least favorite characters on the show.
  • So, what’s the significance of the ghosts? Tony, a killer by trade, doesn’t know how to handle death. Although it hasn’t been mentioned by name, he’s still coming to terms with the execution of his best friend, Big Pussy Bonpensiero. In the last four episodes alone, The Sopranos has bid farewell to Richie Aprile, Big Pussy and Livia.
  • The mysterious man on the stairs is difficult to explain. It’s obviously not an error by an unnamed extra because it’s shown so prominently in the background. Tony’s father, maybe? He wasn’t a tall and thin man, so it isn’t likely. Whoever he might be, he definitely carries an otherworldly vibe.
  • The music played over the end credits is fantastic: Les Paul’s 1951 instrumental, “I’m Forever Blowing Bubbles.” For anyone who hasn’t listened to the husband-wife duo of Les Paul & Mary Ford, you’re definitely missing out. Country in name only, they’re one of the original progenitors of rock ‘n’ roll and dream pop. Fantastic stuff.
  • The final scene with Tony crying reminds me of Mad Men‘s season 6 premiere, “The Doorway.” Roger Sterling has a similar moment concerning the death of his mother — finally crying when he finds out that his shoe-shiner has also died.
  • A drugged-out Chris delivers a rambling monologue during Livia’s “remembrance,” in which he questions whether everyone is unique and if there might be another Livia Soprano at some point in time. He actually makes an interesting point: how does anyone know that no two fingerprints are alike? First of all, take into account the staggering number of people living on the world today. And then, take into account all the people that ever existed.
  • It’s revealed that minor supporting character Raymond Curto (an older capo who was more prominent early in season one) is an FBI informant.
  • The first two episodes of season three were originally released on the same day, as part of a two-hour premiere.
  • “Proshai, Livushka” was written by series creator David Chase and directed by Tim Van Patten.


  • “Those old Tarzan movies?”
  • “Some people say Hawks invented the genre, but Cagney was modernity.”
  • “You know, for a year I didn’t speak to you. Maybe I should have kept it that way.”

The Sopranos Season 3 Episode 2: “Proshai, Livushka”

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