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The Dark, Complex Excellence of The Sopranos Season 3

Tony chokes Gloria inside her office

Most avid television viewers can rattle off a list of their favorite shows. Many of us can take that list and narrow it down to a few classic shows that will stand the test of time to us. Then, there’s that next layer of obsessives who take things a little bit further and examine their favorite seasons of a show. What makes a single season of a series stand out? That’s exactly what we’re going to look at in this new series, “Standout Seasons,” starting here with Andrew Grevas looking at The Sopranos Season 3. 

Fans of The Sopranos are an opinionated yet loyal bunch and rightfully so. The Sopranos is, without question, one of the greatest television series ever produced. The show changed the landscape of television—how it’s written, what TV can be, what we should expect from a series, and so much more. I don’t need to tell you any of that though. It’s common knowledge and accepted fact among fans and critics alike. The position I’m taking in this article is that The Sopranos Season 3 is not only the best season of that series but also one of the greatest seasons of any show ever. Let’s get into the reasons why.

Proshai, Livushka

Season 3 had three major defections from the Season 2 cast: two that were planned and one that was not. Tony’s Season 2 nemesis, Richie Aprile, had been killed by Janice (in one of the most famous sequences in series history) in the penultimate Season 2 episode “The Knight in White Satin Armor.” Also, in a story that had been two seasons in the making, Tony finally whacked longtime friend turned rat, “Big Pussy.” Season 3 was a fresh start in the sense that Tony would be rid of those two problematic characters for him, but a third departing character would make the biggest impact of all.

Nancy Marchand, best known for her role as Livia Soprano, died prior to Season 3 being filmed. It’s been said that Livia’s Season 3 arc would have included being called to testify against her son over the stolen airline tickets from the prior year—a continuation of the complicated dynamic between mother and son. Instead, what we got was existing footage and computer-generated imagery used so that Livia and Tony could have one final scene together in the second episode of the season, “Proshai, Livushka.” The dynamic of the entire show changed with the character of Livia dying. So much of what the premise of the show was built on was this concept of a mobster with mommy issues and the things she continued to do to him, both personally and professionally. What could have been a disaster creatively turned into a goldmine.

Tony tries to console Gloria on her couch

Enter Gloria Trillo. Tony’s Season 3 gumar was a character that would solve several issues within the story all at once. After two seasons, Tony’s infidelity was an accepted concept, meaning that it wasn’t going to stop, but it was also running the risk of becoming a boring subplot. Gloria was anything but boring. She suffered mentally in ways very similar to Livia and reminded both the audience and Tony of Livia through her speech and behavior. This character development was crucial. Obviously, it kept Tony’s love life from being boring and helped fill the Livia-sized hole in the show, but it was so much more than that.

Tony, by virtue of having a torrid and tumultuous affair with a woman that so blatantly reminded him of his mother, became a more rounded and interesting character. He was always more than just a mobster to us, but Gloria gave us an up-close view of the pain inflicted on Tony by his mother. With Gloria, we got to see Tony’s overwhelming need for his (deceased) mother to love and accept him play out. These ideas, which were previously just conversation in Dr. Melfi’s office, were solidified here. Everything we would go through with Tony in future seasons was amplified and a better-told story because of this time spent with Gloria, which ultimately came as a result of Nancy Marchand’s death.

The Family

The Sopranos Season 3 introduced a fundamental shift in the tone of the show. Whereas the first two years were rooted in a power battle between Tony and his mother and Uncle Junior, Season 3 saw that power struggle end with Livia’s death and Junior’s declining health. The show instead became about family, focusing not only on Tony’s relationships with his various relatives but also allowing each character to stand on their own more and become fully fleshed out, three-dimensional people. While this may sound like a harsh indictment of the first two years, it’s less that and more a testament to the time spent building the cast of characters.

When we look back on The Sopranos now, we think about how the series not only navigated us through the life of a mobster but also how he experienced the same things in life that so many of us do: the challenges of raising children, watching the generation before us age and have their health deteriorate, and how that changes our relationship with them, among other things. The series always set out to do that, with the early Season 1 episode “College” being a prime example, but even then, the scenes were all about Tony’s perspective, with his daughter Meadow playing less than an equal role. Season 3 changed this. Meadow and A.J.’s lives began to be shown as having an importance independent of what was going on with Tony. We became invested in Meadow’s freshman year of college, with her annoying roommate and problematic boyfriends. A.J.’s disciplinary issues in school did more than just impact Tony. They served as an entry point into the challenges of his adolescence and then, later, his panic attacks.

While A.J.’s panic attacks would forever link him to his father (and would play a larger role in the story in later seasons), The Sopranos Season 3 would link Meadow to her father in a drastically different way. Much like how Tony would pursue a woman with so many of his mother’s characteristics, Meadow would fall for the son of deceased DiMeo family boss Jackie Aprile, Sr. Jackie Jr. would be the ultimate rite of passage for Meadow and provide her with the opportunity to briefly enter her father’s world and see firsthand a life she ultimately wanted no part of.

Tony escorts A.J. and Meadow to a funeral

Watching how Tony and Carmela both treated Meadow provided fabulous insight into things that perhaps would’ve been otherwise unsaid. For example, Carmela spent a large part of Season 3 fixated on Meadow’s college experience and being unhappy with her daughter’s relationship choices. Carmela loved Jackie and the entire Aprile family, but she did not want this life for her daughter. Throughout most of the series, we watched Carmela struggle with her level of acceptance over her life, but The Sopranos Season 3 created an interesting detour of sorts by having Meadow’s life become a proxy for her own, the way all parents do from time to time. The same can be said for Tony, who at first did seem to like the idea that his daughter was with one of her own (although his tune changed). For Tony, it should’ve been a more introspective moment, comparing how Jackie Jr. was treating his daughter to how he treated women, but that opportunity was lost. Tony did, however, see that he wanted more for his daughter despite failing to connect his own behavior to the problematic behavior he was seeing.

A Top-Notch Villain

Season 3 introduced Ralph Cifaretto, played by the iconic Joe Pantoliano. Each year, Tony would have at least one rival in addition to his mother and uncle. The first year it was Mikey, Junior’s right-hand man, who filled that role, and Richie Aprile was the constant thorn in Tony’s side in Season 2. With Livia’s death and Junior’s declining health, the series needed a significant boost in the villain department, and Ralph was just that. Ralph was the perfect foil for Tony in the sense that, while he was undoubtedly crazy and over-the-top violent, he was arguably the greatest earner we saw in the show’s run, and at the end of the day, cash trumps all.

Ralph stares ahead while sitting at Tony's table

The Sopranos Season 3 built Ralph up as a problem Tony would eventually have to deal with, but everything changed in the sixth episode of the season, “University.” To this date, it’s the hardest episode to watch in the entire series for me. The episode centered around a 19-year-old stripper, Tracee, and how meaningless her life was to not only Ralph but also to various other men connected to the Bing. Tracee is desperate for someone in her life to be decent to her, yet all the men at the Bing care about is her ability to make money dancing. With Ralph, it’s much more vile. He accidentally got her pregnant, misled her, and pimped her out in a threesome with him and a cop he was bribing. Ultimately, when Tracee finally spoke up for herself, Ralph bashed her head in and killed her in the Bing parking lot.

This episode was monumental for many reasons. David Chase creatively took a stand, doubling down on the fact that a majority of the characters in this show are not good people, no matter how much we want to root for them. Paulie’s reaction after Tracee’s death tells the entire story: he was more upset about Ralph raising his voice to Tony than killing this young woman. Earlier in the episode, Silvio slapped Tracee hard across the face for missing a day’s work. Most of the members of Tony’s crew had no reaction whatsoever to Tracee’s death because of her profession. The brutality and how cruel and senseless it all was cemented Ralph as the greatest villain the show had ever seen, and The Sopranos was a show that was willing to go to extremely dark places to tell the story it wanted to tell.

Tracee listens to Tony outside of the Bing

Standout Episodes

While there are no below average seasons of The Sopranos, there are no seasons that can compare when it comes to either the overall stories being told or the number of standout episodes within one single season. While “Pine Barrens” has become perhaps the most iconic episode of the entire series, the two episodes that followed it—”Amour Fou” and “Army of One”—make for what I believe to be the greatest run of episodes in any series ever. “Pine Barrens” is an episode that doesn’t really require any explanation with as widely discussed as it’s been over the years, but its brilliance tends to overshadow what follows it.

“Amour Fou” is probably best known for featuring the biggest shootout in The Sopranos history—when Jackie Jr. and his friends attempt to hold up a card game—although the culmination of Tony and Gloria’s relationship is what makes the episode so impactful to me. It’s here, in the penultimate episode of Season 3, that Tony finally sees that his attraction to Gloria is rooted in his complicated feelings over his mother. There’s a moment here where Tony becomes overwhelmed with emotion as Gloria is running through a very similar playbook as Livia used, pressing every single button she can in a quest for attention because negative attention, no matter what form it comes in, is better than being alone again. When Gloria tells Tony that she will tell his wife about their affair and throws a slab of beef at his head, Tony snaps and we see a truly disturbing scene of man-on-woman violence. Tony is literally choking the life out of Gloria as she begs him to end her life. It’s hard to watch on many levels. We, as an audience, don’t want to see Tony like that, even though we know he’s capable of it. It’s equally as traumatic to see this woman want to die at his hands. The scene is played in a manner where we don’t know if Tony actually will end her life or not, and that’s disturbing too. Then, when you consider the real-life trauma we now know Annabella Sciorra suffered at the hands of Harvey Weinstein, this scene becomes emotionally challenging on a whole new level.

The Season 3 finale “Army of One” is taxing on us as viewers in other ways, but it is equally as powerful. Jackie Jr. is on the lam after killing made men in the previous episode’s holdup at the poker game. It’s inevitable that this kid is going to be killed for this, but the way it plays out between Tony and Ralph is something that sets this show and this season apart from anything else on television. The tension is still there between Tony and Ralph from earlier in the season, and the life of Jackie Jr. becomes part of a larger chess game. Jackie Jr. is far from innocent, but ultimately he was a child who grew up without any adult supervision, a child whose father died when he was a teenager and whose mother didn’t want to acknowledge what was really going on with him, a child who tried to emulate the men in his life—men who were far from being positive role models—and when Jackie Jr. failed, it cost him his life. Season 3 of The Sopranos was many things, but one of them was an exercise in showing us that the characters we were watching each week (and often rooting for) were not good people.

Jackie Jr. and Meadow on the couch

Part of the power of this final run of episodes was seeing how Jackie Jr. was a character designed to make an impact on so much of the cast. For Meadow, he was her way of dipping her toes into her father’s world and then her first experience with someone her age dying. For Christopher, it was seeing someone else be treated the way only he had been previously with regard to his “golden boy” up-and-comer status. Christopher’s hard feelings over how Tony treated Jackie Jr. served as the first major crack in their relationship, paving the way for future problems that ultimately led to Christopher’s death. Jackie Jr.’s death served as motivation for Carmela to begin taking a more independent stand in her relationship with Tony and to begin truly preparing for her future if something were to happen to Tony. And while Jackie Jr. forced Tony to look at his relationship with his daughter, most notably it was his relationship with his son that Jackie Jr. forced him to think about. Tony saw the problems Jackie Jr. had, and he became obsessed with A.J. not repeating those mistakes, for better or worse. Jackie Jr. was often played for laughs and, in a lesser show, would’ve been just the comedic relief bad boyfriend for Meadow. Here, he became a character that forced almost the entire cast to look at something in their lives and take action.

Final Thoughts

The Sopranos Season 3 was bold, absolutely riveting, and told emotionally complex stories that weren’t afraid to cast their characters in a negative light. The show was coming off two groundbreaking seasons, but it was here in the third that its world became larger and more complex. The show became less about the mafia and more about complicated people and the very real problems and situations they encounter. Every character in the main cast became more significant as the series balanced keeping Tony as a proper lead while devoting more time to the rich cast of characters, taking the time to fully round them out and make them deserving of our time and investment.

Season 3 was dark. In addition to everything already mentioned, there was Dr. Melfi’s rape, Tony’s racism towards Meadow’s first boyfriend of the season, and watching Junior deal with cancer. The show was challenging, but the rewards were there in richness of character. Seeing Dr. Melfi struggle with the knowledge that all she would have to do was give Tony the word and he would avenge her rape is a prime example of the questions of morality the show raised. Nobody would’ve blamed her had she fallen into Tony’s arms, told him everything that happened, and asked him for a favor. Seeing Melfi, the moral compass of the series, wrestle with this desire for vengeance makes us ask ourselves these kinds of questions. What would we do in a situation like this? It’s heavy and it’s deep like so much else we witnessed in this series, but especially in this particular season.

There’s not one bad season of The Sopranos. From start to finish, it’s TV at its finest. Season 3 was when a really, really good show became great and laid down a challenge to every show that would follow it to rise to its level. As a lover of television, it’s been great to see so many shows reach for this brass ring, but to me, nothing has approached this level of quality yet.

And I still want to know what happened to that Russian in the woods.

Written by Andrew Grevas

Andrew is the Founder / Editor in Chief of 25YL. He’s engaged with 2 sons, a staunch defender of the series finales for both Lost & The Sopranos and watched Twin Peaks at the age of 5 during its original run, which explains a lot about his personality.


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  1. Extremely well written and thought provoking article, thanks for this.

    It made me think about Melfi’s dream after the rape. I don’t think any tv show has ever executed dream sequences so well.

    Now I want to watch Sopranos again!

  2. I absolutely loved this(: I just rewatched season 3 these last few weeks and the brilliance of sopranos dazzled my first time viewer friends. I still like season 2 and 4 better but season 3 has probably the most emotionally challenging and ambitious situations. You wrote in an incredibly engaging way, you should make more of these!!(: i wanna hear how youd rank the seasons

  3. By Season 3, the formula for Tony’s extramarital affairs are well-established: meet some hottie, bang said hottie, hottie becomes needy, Tony starts to hate hottie, relationship with hottie goes sour. Rinse, wash, repeat. In watching Season 3, I learned to fast-forward through the scenes with Gloria Trillo, as well as through the scenes with Melfi, and through the arguments between Tony and Carmela. These scenes had become completely predictable, and added nothing to the story:

    1) Mistress scenes: sex, then argue.
    2) Melfi scenes: Tony whines while Melfi asks Taoist questions.
    3) Carmela scenes: Carmela bitches Tony out for not being a better father/husband; Tony defends himself by referencing all the money he brings in for the family.

    By skipping these scenes, I found the episodes to be much better paced while not missing anything of any real importance.

    It’s also sad that the writers couldn’t come up with some better female characters. The women of The Sopranos are pretty two-dimensional. Meadow was showing promise, but then she too folds at the end of Season 3, insisting to her “cousin” that Tony et al. are “in waste management;” a complete reversal from her previous behavior of constantly indicting her father over his real “profession.” There was one strong female character introduced in Season 2: Annalisa Zucca, the de facto capo (capa?) in Italy. Unfortunately, we never get to see her again, except once in a goofy dream sequence of Tony’s later in the series.

  4. Was a nice review but for the spoilers. Some of us came here after watching – would you imagine – season 3. Meaning later seasons are still to come. Alluded cryptically to future events, that’s ok, but don’t tell me about Christopher’s death. That’s a blatant spoiler reveal and should come with a warning.

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