With acting boss Jackie Aprile dying of cancer, Tony prepares for a power struggle with Uncle Junior. Christopher and his associate Brendan make trouble for themselves when they jack a truck full of DVD players. Tony's mother Livia finally agrees to live in a retirement community. Big Pussy and Paulie Walnuts are sent to find a stolen car.

At Tony's suggestion, Junior is made acting boss after Jackie dies. In therapy, Tony surprises Dr. Melfi with an admission. Carmela and Irina (Tony's mistress) both suffer as Tony's libido takes a nosedive.

At the wedding of Larry Boy's daughter, the 'boys' find out they're going to be indicted, and make a premature exit to get rid of incriminating evidence at home. Upset that he isn't getting the notoriety of other family members, an agitated Christopher has an ugly encounter with a bakery clerk.

Ralph's volatile relationship with a Bada Bing stripper and his obsession with the movie 'Gladiator' combine to put a damper on several boys'-nights-out sessions at the club. Meanwhile, at Columbia, Meadow's relationship with Noah is put to the test by her needy roommate Caitlin.

Tony convinces Uncle Junior to seek a second opinion for his cancer treatment. Meanwhile, Carmela debates whether or not to take Dr. Melfi's advice and see a shrink, Big Pussy's wife Angie regrets asking Carmela for some money to help her sick dog, and Christopher continues to endure a humiliating probation period at the hands of kinky Paulie.

Tony invests in a land deal despite Carmela's concerns about money. Junior faces his own financial woes as his trial approaches. Adriana brings her new friend to the Soprano Sunday dinner, but Adriana has no idea who Danielle is working for. Tony bonds with Christopher by giving him the opportunity to avenge the murder of his father.

Silvio and Ralph must take care of a planned protest of the Columbus Day parade by a Native American group. At an Italian pride ladies' lunch, Carmela is embarrassed by anti-Mafia remarks. Meanwhile, Ralph deals with new relationship troubles, and Bobby receives some tough news.

Tony and the gang throw Paulie a Bada Bing bash after his release from jail, but it doesn't take long for old tensions to resurface. Carmela's cousin Brian throws out a hypothetical investment scenario that Tony and Ralph attempt to turn into reality with the help of Assemblyman Zellman and a black community leader.

At therapy, Tony likens himself to the 'sad clown,' but Melfi doesn't buy into his melancholy portrait. Meanwhile, Carmela drags A.J. with her to Furio's house to offer decorating tips and companionship; Paulie puts the finishing touches on some free artwork; and Christopher finds himself at a crossroads.