While the Soprano family goes about their day-to-day activities, the FBI begins an elaborate operation to bug their home. Tony ponders his options when Patsy starts asking too many questions about his brother's death.

Racial tensions flair and Tony suffers another panic attack when he meets Meadow's new boyfriend from college. The FBI finds a new member of the Soprano crew to use as a rat, while another Soprano soldier resorts to violence over garbage routes. Livia's sudden death puts an end to Tony's worries about her testimony against him. Janice returns to participate in her funeral, but all does not go smoothly when the guests start airing their true feelings about Tony's departed mother.

Melfi starts to push Tony in his therapy and Tony uncovers some disturbing memories from his childhood that may help explain his panic attacks. Paulie and Christopher clash when Christopher comes up short in his collection envelope. Tony is proud of A.J. when he makes captain of his football team, but Tony soon learns that his panic attacks run in the family.

Ralphie introduces Jackie Jr. to the muscle end of his business, which doesn't go over well with Tony. Janice gets in over her head with the Russians when she won't back down in her feud with Svetlana. After a session with Tony, Melfi is brutally raped in the parking garage of her building. She struggles with the idea of using Tony as a weapon against her attacker.

Bobby's cancer-ridden father comes out of retirement to do a hit. Meanwhile, Junior is given some unpleasant news about his medical condition. Tony's racism again boils to the surface when he has a run-in with a black cop. Artie explores his feelings for Adriana, while Carmela participates more actively in Tony's therapy.

Ralphie gets violent with a Bing dancer when his temper gets the better of him. He and Tony come to blows over it in the parking lot. Meadow and Noah take their relationship to a new level, but things don't stay romantic for long as Meadow's roommate causes problems.

Junior undergoes surgery for his cancer, but Tony must step in when Junior's doctor ignores his phone calls. Tension mounts between Paulie and Christopher as Christopher's initiation into made manhood continues. Carmela consults her own therapist, who gives her some hard things to think about.

Tony's feud with Ralphie escalates when Ralphie is passed over for promotion. Meadow and Jackie grow closer, while the Soprano crew loses a member in an unexpected fashion. Tony strikes up a relationship with one of Melfi's other patients.

Tony's relationship with Gloria heats up when they pay a visit to the Bronx Zoo. A.J. is busted for vandalizing his school, while Christopher gives Adriana the gift of a new nightclub. Jackie Jr. tries to break into his late father's business despite Tony's strong discouragement.

Tony finds himself singing the Christmas blues as the holidays approach. He and Furio retaliate against the Russian who beat Janice. Memories of Big Pussy haunt Tony, Sylvio and Paulie as they try to find a new Santa Claus for the neighborhood children. Tony smacks Jackie around after he catches him cheating on Meadow and carrying a gun.

While on a collection errand, Paulie and Christopher find themselves thrust into a deadly chase with a Russian in the frigid woods of South Jersey. Tony is caught between business, family obligations and Gloria's temper when he must deal with the crisis. Meadow's relationship with Jackie takes a bad turn when she discovers him with another girl.

Tony must lay down the law with a distraught Gloria when she threatens to expose their affair to his family. Jackie seeks some advice from Ralphie and decides to pull a daring heist to prove himself, but his plans go horribly wrong when blood is spilled. Carmela takes an emotional dive and suddenly becomes interested in real estate.

Tony and Carmela quarrel over the prospect of sending A.J. to military school after he is expelled. Ralphie is forced to make a decision about Jackie, while Meadow reflects upon her life as a Soprano.