U.S. Attorney Robert Hodge delivers a radio address from New York City, informing the public that they are at war against an "army of hoodlums," and that these criminals will be brought to justice. As the bodies continue to pile up on both sides, Charlie Luciano, Meyer Lansky and Nucky are careful to watch their backs.
With their men assembled at the Old Rumpus, Nucky confronts Maranzano about their losing situation: Nineteen men dead between them, a million dollars in lost revenue and no end in sight. Nucky demands action, but Maranzano supports a more passive approach, believing that Luciano, an impetuous rookie, will eventually make a mistake. After Maranzano leaves, Nucky orders Mickey Doyle to take Arquimedes and Sean to New York - Nucky can be "impetuous" himself.
1897, Atlantic City. Deputy Sheriff Enoch forces Gillian to hand over her stolen goods, including her treasured copy of Nellie Bly's "Around the World in 72 Days." Enoch offers to help Gillian instead of jailing her for vagrancy and larceny, but she's reluctant to divulge anything about her circumstances beyond a Trenton address, which Enoch correctly guesses is an orphanage.
Benny Siegel visits with his mistress, Talia Bindleman. On his way out, he's stopped on the stairs by Talia's unwitting husband, Morris, looking for an autograph. Sean and Arquimedes burst into the building with their guns drawn and Benny makes his way back into the Bindleman apartment using Morris as a shield. He shoots and kills Sean but loses in a struggle against Arquimedes who drags him down the stairs with a knife to his throat.
1897. After a meal and a bath at the Thompson home, Gillian is dressed by Mabel and presented to Enoch. Gillian wishes to make amends for what she stole; Mabel has offered to let her work in their home and expects she would be useful at the school as well. When Enoch insists on taking Gillian back to the orphanage anyway, Mabel takes him aside -- Gillian has painted a horrific picture of life in the orphanage. Echoing the long-ago sentiment of Sheriff Lindsay, Enoch tells her, "You can't stop every bad thing," which only angers Mabel. "Then why stop any of it?" she asks.
Luciano and Lansky meet with Johnny Torrio, who hasn't seen "hide nor hair" of Maranzano. Benny calls from Atlantic City, telling them he's been kidnapped, but Luciano thinks he's caught up with a mistress and hangs up the phone. Nucky calls back and demands a meeting if they want to see Benny alive, but Luciano doesn't take the bait, telling Nucky he'll meet him at his funeral first.
Following an unexpected phone call from his father, Willie Thompson meets a disheveled Eli in the street after work. Willie offers to sort things out, but Eli won't take the help. He claims to be on a different mission: "I told myself, if he's doing OK, it was worth it. And here you are, right side of the street." Eli walks away as a car rolls up alongside Willie, who is forced inside. Although Eli shouts for help, his ravings are ignored.
1897. That night, Gillian reads Nellie Bly's book to Enoch, but when she realizes he isn't listening she begs him not to take her back to the orphanage. "They tell you you're born in sin; your whole life is a sin," she says through her tears. Before Enoch can respond, Sheriff Lindsay arrives and calls him away on business.
Lucky, Lansky and Pinky Rabinowitz quiz the tied-up Willie for information. Lucky explains that he has no personal beef with the younger Thompson, but whatever Nucky does to Benny will reflect on him. Nucky calls Luciano; Eli has shown up at the Old Rumpus and they know about Willie. However, Lucky refuses to hash things out over the phone, nor confirm whether Willie is dead or alive. Going forward, discussions will take place face to face.
1897. While waiting outside of the Commodore's mansion, Sheriff Lindsay tells Enoch how he met the Commodore. "I did one thing for him, and then another. And then I put on a badge. Look what he's built for himself now," he says with disgust. When Enoch inquires about the task at hand, Lindsay hands him his badge: "I believe I'm done." Leander Whitlock brings Enoch to the Commodore's chambers, reminding him that his "discretion is paramount." Inside is a young girl who did not "prove useful" to the Commodore and Enoch is to bring her home and inform her mother that "no further compensation will be forthcoming."
Luciano, Nucky, and their men stand-off on a deserted road outside of Atlantic City. Each side presents its hostage and as Benny crosses to Luciano's side, he punches Willie and forces him back into Luciano's capture. With his nephew's life on the line, Nucky agrees to hand over his entire empire, including Cuba and the Old Rumpus. Mickey Doyle pipes up, hoping to charm Luciano into allowing him to keep his job, but Lucky tells Mickey to "shut the fuck up for once" and shoots him in the throat. Lansky orders Nucky to get on his knees, and a submissive Nucky tells Luciano that he underestimated him. Nucky bargains for his life -- and Willie's, asking for 24 hours to kill Maranzano. Lucky agrees, telling him, "You deliver, we deliver." The following morning, men posing as IRS agents walk into Maranzano's office and Eli kills him. Willie is dumped outside of the District Attorney's office shaken, but alive.
At the Old Rumpus, Nucky turns down Joe Harper's offer to clean up his office. When he learns the club is under new management, Joe tells Nucky there are things he can do for him, but Nucky won't hear it. He hands the boy a thousand dollars and advises him to get an honest job and "get the fuck away" from him.
1897. Enoch returns home where he finds Mabel rolling out dough and giving him the cold shoulder; something Enoch said prompted Gillian to run away while Mabel slept. She's angered further when Enoch asks if Gillian stole anything, insisting she's a thief and not simply "someone who needed help," as Mabel claims. She storms off, tired of Enoch's excuses, and slams their bedroom door in his face.
In his office, Nucky opens the letter he received from "Nellie Bly." It's Gillian, calling on "Sheriff Enoch" to come to her aid, as he once did long ago.