All 13 Episodes From Season 3 of ‘The Sopranos,’ Ranked

And he goes to therapy. That’s important. Anyway, he’s a well-realized character leading a show filled with also well-realized supporting characters, and The Sopranos gets further ambitious with the different tones (and even genres) it balances throughout. Season 3 stands out as one of the more consistent seasons, and one that was willing to touch upon even heavier topics than what might've been discussed or explored during the first two seasons, though later seasons might well get even more intense due to higher stakes and even more deaths. Though it’s hard to do with the consistency, here are all 13 episodes from season 3 of The Sopranos, ranked from good to great.

13 "The Telltale Moozadell," Episode 9

To address the obligatory trivia first, yes, “The Telltale Moozadell” is the episode that Lady Gaga (known back then as Stefani Germanotta) was temporarily in, some years before she became one of the biggest pop musicians of the century so far. She’s in an important scene here, too, being one of the teenagers present when A.J. pulls a prank at school, late one night, that ends up getting him into a good deal of trouble with his parents.

Tony’s other child, Meadow, gets a decent amount of screen time in this episode, too, as her relationship with the ever-annoying Jackie Jr. continues developing. The part of “The Telltale Moozadell” that feels the most interesting, and important going forward, is the stuff with Tony and a woman named Gloria, introduced in the previous episode, with both being patients of Dr. Melfi (and their whole affair ultimately getting more intense/physical here).

12 "He Is Risen," Episode 8

“He Is Risen” continues to build conflict between Tony and Ralphie, and then it’s also significant for introducing Gloria, who has a brief (but also passionate and eventually very intense) fling with Tony, starting here. She’s a fellow patient of Dr. Melfi’s, which is all sorts of messy, and you can, admittedly, see all that mess coming, by this point in the show’s run.

It’s to the credit of The Sopranos that watching Tony do something foolish is frustrating, but not frustrating in a way that makes you want to give up on the show. It’s fantastic writing, for the most part, and then also great acting, since these people feel real and you want to keep on following them, warts and all. There are so many warts, though. Like, damn. And things do get even wartier after this, it probably goes without saying.

11 "Fortunate Son," Episode 3

“Fortunate Son” does similar things to season 1’s “Down Neck,” but is a bit more interesting overall, and offers more by way of food for thought. Having a title that references a classic rock song doesn't hurt, either. Tony has some particularly intense recollections of his childhood, including the first time he witnessed his father committing a truly gruesome act of mob-related violence, and how it led an 11-year-old Tony to have his very first panic attack.

Also like in “Down Neck,” Tony’s experiences mirror A.J.’s, because the latter has a panic attack, or faints, during one part of the episode set in the present day (or the episode’s present day, because 2001 was a very long time ago now and all). Further, the parts with Christopher becoming a made guy are pretty good, as are the parts of the episode centered on Jackie Jr., who’s starting to make a mess of certain things, but hasn’t himself become the absolute mess he will be later on in season 3.

10 "Second Opinion," Episode 7

Dr. Krakower is one of the best characters on The Sopranos who’s barely a character on The Sopranos. His only episode is this one, “Second Opinion,” and he plays a therapist Carmela sees, proving to be absolutely no-nonsense in his stance on how he views Tony, and subsequently, Carmela, for sticking with Tony despite knowing who he is, and what he’s capable of.

Salvatore Bonpensiero (his nickname is something along the lines of "large feline") also haunts this episode, despite the character’s exit at the end of season 2, thanks to a Big Mouth Billy Bass and a subplot that involves his wife, Angie Bonpensiero. Junior’s health problems are also relevant here, as is the always-engaging conflict between Christopher and Paulie, the former technically being a made man at this stage, but nonetheless very much treated as a junior by his fellow made guys (and especially so by Paulie, who does so for the sake of a good heh-heh).

9 "...To Save Us All from Satan's Power," Episode 10

"To Save Us All from Satan's Power" sees The Sopranos doing a full-on Christmas episode, and one that’s a little better overall than season 6’s “Kaisha.” Some of the Christmas-related scenes take place in 1995, around the time when Tony believes, in hindsight, Bonpensiero might've been first targeted by – and made an informant to – the FBI… though that could be Tony feeling paranoid about the past.

The idea that the flip happened before season 1 began is interesting, and it’s also noteworthy that Bobby is featured in these flashbacks, even though he wasn’t introduced (at least to viewers) until season 2. So, he was somewhere during the events in season 1, known about by Tony and his associates, but not spoken about. Or, if he was spoken about, it was during the same off-screen conversations that might've also concerned the likes of Tony B and Phil Leotardo, who didn’t show up until season (to be fair, Feech was briefly discussed in season 2, long before he showed up physically in season 5).

8 "Another Toothpick," Episode 5

“Another Toothpick” has Burt Young, of Rocky fame, showing up as Bobby’s father, and making a pretty massive impression for someone who’s only in a single episode of a show that had nearly 100. He plays an aging gangster who wants to carry out a hit, even with his advanced age and debilitating lung cancer, with his yearning for the old days (even if those old days are violent) being palpable.

And what he does, regarding his nature, clashes a lot with Bobby, and is then kind of reflected by – or contrasted with – Bobby being made to do more violent things later in the show, post-season 3, all the while feeling far more torn up about it than his father ever was. So, “Another Toothpick” does feel quite standalone, in some ways, but it’s a very engaging standalone episode when it comes to the main storyline, and then a few side ones are touched upon and made to progress a little, too.

7 "Mr. Ruggerio's Neighborhood," Episode 1

“Mr. Ruggerio's Neighborhood” is underrated, as an episode, and it also stands as one of the strongest season openers in the show’s run. It kicks off season 3 with an unusual focus on the FBI for once, so it almost feels like a season 1 episode of The Wire one whole year before The Wire was even a thing. No, that’s a strange comparison. But also, one does kind of run out of things to say about The Sopranos, after talking about it for this long.

This episode’s just offbeat in a way that’s kind of cool. It might not feel that way for everyone, but seeing Tony, some other characters, and familiar locations from a slightly different point of view is interesting, for better or worse. And it’s funny how the whole operation ends up being pretty much all for nothing. Speaking of offbeat, creative, and kind of funny, “Mr. Ruggerio's Neighborhood” also has one hell of a bold soundtrack choice, mashing up Henry Mancini’s “Peter Gunn Theme” (which you might also associate with The Blues Brothers) and “Every Breath You Take” by The Police in a way that somehow works.

6 "Amour Fou," Episode 12

“Amour Fou” is one of a fair few strong penultimate episodes in the whole of the show’s run, though not quite as bold as the penultimate episodes in seasons 2, 5, and 6. Still, there’s plenty of intensity here, with Jackie Jr. making a mistake that ends up being fatal, and the tension between Tony and Gloria boiling over, bringing about the end of their affair.

Earlier season 3 episodes also featured instances of particularly intense violence against women (“Employee of the Month” and “University”), and that happens in “Amour Fou,” too, with the arguing between Tony and Gloria turning physical. It’s disturbing to see Tony nearly strangle Gloria, though, given he’s the main character and all, and still potentially something of an anti-hero in the eyes of some viewers at this point in the series. It’s distressing, but thematically in line with the season and what it’s been trying to say throughout.

5 "Proshai, Livushka," Episode 2

Yes, the one thing about “Proshai, Livushka” that’s hard to defend is the way in which the show’s creative team ambitiously – albeit unsuccessfully – tried to bring back Livia for one last scene after her actress, Nancy Marchand, passed away between the production of seasons 2 and 3. Livia was killed off because of this sudden passing, and Marchand was so great in the role that she would've been hard to replace with a new actress, so that decision to have her die suddenly, with the immediate aftermath being in “Proshai, Livushka,” was probably the right call.

But the scene in which Livia has a final conversation with Tony is jarring, and would've looked shaky even back in 2001. Prominent characters have memorably died (pretty much off-screen) in Succession and Buffy the Vampire Slayer (if you know, you know), so maybe that would've worked here. Yet other than that… “Proshai, Livushka” is a great episode. Everything with Livia’s wake is amazingly written and acted, with no one really knowing how to honor a woman no one really liked, but then Tony still being emotionally impacted by it at the episode’s end is quite powerful, as is the way Livia continues to haunt the rest of the series going forward.

4 "Army of One," Episode 13

There’s another funeral and wake at the center of “Army of One,” which is the season 3 finale. And, like Livia, it’s for a character who wasn’t exactly likable, Jackie Jr., but it’s easy to feel sympathy for his mother, Rosalie, who lost her husband, Jackie Aprile Sr., back in the show’s first season. The same can be said for Meadow, who’d had a relationship with Jackie Jr. that forces her to confront death in a more visceral way than she might've before, with older relatives and/or loved ones.

A.J. also gets expelled in this episode, with the idea of going to military school giving him a panic attack, which makes Tony spiral and worry about what he might've passed on to A.J. (a recurring tension between the two going forward). Speaking of things that are important going forward: an undercover FBI agent first makes contact with Adriana in this episode. That won’t end well, but it also won’t end for a while… the groundwork is laid here for a devastating payoff three years – and about 25 episodes – later.