Boardwalk Empire showrunner Terence Winter spoke with The A.V. Club about the second season of his show. Following part one, this section covers episodes four through six, beginning with “What Does The Bee Do?” and ending with “The Age Of Reason.” Check out part one, part three, part four


What Does The Bee Do?” (Oct. 16, 2011)
Richard takes off his tin mask and allows his scarred face to be sketched by his buddy Jimmy’s artsy wife Angela (Aleksa Palladino), while Jimmy’s showgirl mother Gillian (Gretchen Mol) performs a sexy dance for The Commodore, right before he’s stricken with a stroke. Chalky has an uncomfortable dinner party with his daughter’s cultured, light-skinned boyfriend. While at a wild party at the Ritz, Nucky’s lawyer gets the idea to push his client’s election-rigging case to the federal level, where Nucky’s White House connections may be able to help. Jimmy makes promises he can’t keep to Manny Horvitz, a butcher with a rigid code of business ethics. And Agent Clarkson (Joel Brady) investigates what Agent Van Alden is doing with all the agency’s confiscated bootlegger money, and gets himself blown up in the process.

The A.V. Club: This is the first episode of the season that didn’t air on the same night as a new Breaking Bad.

Terence Winter: I was not aware of that. That was probably good for us.

AVC: It seemed that interest in Boardwalk Empire kind of built throughout the course of the season, maybe because people who had been watching Breaking Bad went looking for another smart, violent show to watch on Sunday night.


TW: Yeah, very possibly.

AVC: Is that something you pay attention to? The numbers?

TW: Not really. I mean, only if they’re dramatically different. But for the most part, they’re pretty steady. Things get so skewed by, y’know, a football game or the Grammy awards or any number of things. You could drive yourself crazy if you try to figure it out. For us, the end-of-the-week number is more important, and as long as essentially the same number of people are watching every week, however it racks up in terms of when it’s airing is fine. I mean, my own viewing habits are… I don’t think I ever watch anything when it’s actually airing. [Laughs.] So, just using myself as a barometer. It doesn’t mean I’m any less interested in the thing I’m watching; it’s just that I don’t have the time to sit down and do it when it’s on.


AVC: Do you try to keep up with the big shows that are on the air right now?

TW: I try, but I’m so far behind, it’s just pointless. Everything I watch is at least a year old. I did, for some reason, watch Downton Abbey. Well, I know what the reason is: My wife watched it. [Laughs.] And I was even still behind on that, but we did end up watching the whole thing. But yeah, for the most part I’m catching up with things on TiVo. I remember years ago, coming in to work talking about The X-Files, and people were like, “What are you talking about?” I said, “It’s a great show! It’s really cool!” And they were like, “Yeah, five years ago.” [Laughs.]

AVC: “What Does The Bee Do?” has a nifty visual motif: the half-face. There’s Richard of course, but also Agent Clarkson getting half of his face blown off at the end of the episode, and the episode actually begins with The Commodore suffering a stroke and half of his face being paralyzed. Was this intended?


TW: If I wanted to seem like we were better filmmakers, I would say that it was a motif, but honestly, no. [Laughs.] That was a coincidence. But maybe there are no such things as coincidences and we are all geniuses and it was a motif. It had not occurred to any of us while we were doing the show, though.

AVC: The Commodore was ill through most of season one, and then just when he seems strong again at the start of season two, he gets incapacitated again. When you’re working with an actor as accomplished as Dabney Coleman, is he fine with the idea that he’s going to be difficult to understand and practically immobile for the better part of two years?

TW: [Laughs.] He was really excited to play it. He thought it was great. He loved the idea that he was so weak and had formally been this robust guy. And his favorite thing was being slapped by Gillian. [Laughs.] I mean, he thought that was awesome. He’s been tough guys and he’s been asshole bosses and all those things, but from an actor’s perspective, this is something that is different for him and comes with its own sets of challenges, and he was totally on board with it.


AVC: The scene with Gillian’s striptease at the beginning of the episode is very sexy, and then you have a scene later at the Ritz with lots of half-naked people around. This is the first episode of this season that could be described as “risqué,” whereas in season one, you had a lot more nudity. Was there a conscious effort to tone it down?

TW: We’re conscious of it occasionally, but really, it’s what’s organic to the episode. A lot of the nudity in season one involved Lucy, which was organic to her character, while in this season because of her pregnancy and her situation, it didn’t really lend herself to that—although we managed to see her naked and pregnant a few times. [Laughs.] I never really look at an episode and go, “We need more tits and ass in here. Let’s come up with a scene where we get somebody to walk through naked.” Y’know, it is a show about gangsters and showgirls—and prostitutes on occasion—and you’re going to see those people naked sometimes.

AVC: That’s a topic that comes up a lot when people talk about HBO shows—that the nudity is “gratuitous.”


TW: Those charges have been leveled at us, and again, particularly with Lucy. But there’s a scene with Lucy and Margaret at the dress shop in season one where she forces Margaret to dress her and gets naked in front of Margaret, and y’know, that’s not at all gratuitous. This is all this woman has. This is her power: her body. And she’s trying to intimidate Margaret, basically saying, “Look at me. Look at this. You will never have this. You can’t compete with this.” She tries to give Margaret an assessment of herself. Margaret of course won’t have it, but that’s who Lucy is. That’s how she uses her powers. So, to hear people call that “gratuitous,” to me, that’s not understanding what the scene is about.

AVC: This episode also introduces Manny Horvitz, who plays a major role for the rest of the season, and presumably will continue on into season three. He’s not specifically based on any one historical figure, is he?

TW: No, he’s our own invention.

AVC: Why Manny Horvitz, and not his major rival in Philadelphia, Waxey Gordon, who is historical?


TW: Well, Gordon was, for the most part, a bootlegger, and I don’t know that Waxey was as crazy-violent as we wanted to make Manny. The other thing too is that I try to veer away from real historical characters as much as I can, because you’re sort of beholden to their reality. Waxey Gordon had a trajectory that may or may not fit with where I might want to take a fictional character. And I’m always worried that the audience is thinking ahead of the story. When Deadwood was on the air, once I realized that all these characters were based on real people, the first thing I did was Google everybody. [Laughs.] And then I knew everything about all these characters and it kind of ruined the show for me because whenever Al Swearengen would get into trouble, I’d say, “Well, I know this guy doesn’t die until the 20th century, so he’s going to be okay.” And then I said, “Fuck, I shouldn’t know that. And I bet David Milch doesn’t want me to know that.”

So when we started this, I changed Nucky’s last name from Johnson to Thompson, because I didn’t want people saying, “Oh, Nucky never did that. Nucky never killed anybody. Nucky never…” whatever. So our Nucky, he’s based on Nucky Johnson clearly, but he’s not Nucky Johnson. He’s our own guy. Obviously, Capone, Luciano, Rothstein, these guys you can’t fuck with in terms of their history. We all know what happens to them. But I can give them relationships with fictional people, so long as it makes sense and is true to the spirit of who they were. Manny is a good example. It could’ve been Waxey Gordon, but then I inherit all of the stuff from Waxey Gordon and that might not really work for me. This guy is a clean slate, and can be whatever we want him to be.

AVC: If you Google “George Remus,” that guy has a very interesting story—

Oh yeah, he could be a series unto himself. It’s incredible, really. What a character.


AVC: —and as with Remus and the phone bill, you’ve done some interesting things with Arnold Rothstein. In this particular episode, you have the scene where he’s practicing saying Nucky’s name before he picks up the phone, so that he’ll sound confident and in charge; and you also have him eating apple bread to soothe his poor digestion. So it’s possible to create a character within a historical context.

TW: Yeah, to humanize them by giving them certain traits, or just to peel back the layer of who these people are. That’s one of the great things you’ll get out of a series as it continues. You get to spend more and more time. You get to give half a page to Rothstein and his wife, just to see somebody as powerful and as in control as Rothstein clear his throat and practice saying what he’s going to say, so you go, “Oh shit, this guy is insecure, like everybody.” The real Rothstein apparently subsisted almost exclusively on cake and milk. Like, he just ate cake all day. [Laughs.] I had his wife chastise him for just a little moment, to show the family side of this guy.

AVC: One possible historical inaccuracy in this episode, though: Jimmy makes a reference to buying Creamsicles, which may not have existed in 1921, according to the Internet.


TW: I thought we had… damn. [Laughs.] If I’m remembering correctly, I think we came up with that the Popsicle had been introduced at the right time, and I think I just said, “Close enough. I’m going to run with that, and see if anyone calls us on it.” And of course you did, so we may be busted.

AVC: This sort of thing is obviously not that important, but at the same time, presumably you don’t want to create something so anachronistic that people are taken out of the reality of the show.

TW: Well, it’s funny, sometimes we can’t even decide, because there are things that existed back then that seem anachronistic. Like, they had wire-mesh fencing. I remember one time on-set, our set designer had put this wire-mesh fence, and I said, “God, it just looks too modern.” We just ended up taking it out, because even though it existed, it was one of those things that was just visually jarring. It just feels like 1965 to me. Even expressions… you have a hard time believing some of the things people said back then that feel modern.


AVC: Nucky says “jerking off” at one point in one of the episodes, which is an example of that.

TW: I think he said “jacking off,” but sure, either one, yeah. We do have a researcher who calls us on every little thing, and I’d say we have a pretty high percentage of accuracy.


Gimcrack And Bunkum” (Oct. 23, 2011)
Memorial Day in Atlantic City brings fresh corpses. Eli, unnerved that Jimmy and Gillian have taken charge in the wake of The Commodore’s stroke, sheepishly comes to Nucky for help, but the two of them start punching each other instead, and Eli lets his residual rage spill over later as he beats one of his business partners to death. Jimmy gets a stern talking-to from the city’s elder statesmen—including the mysterious Leander Whitlock (Dominic Chianese)—and Jimmy gets even by scalping one particularly impertinent old man. Richard, however, escapes the grave when he’s interrupted by a hunting dog while in the middle of preparing to shoot himself.

AVC: This is one of the bloodier episodes of this season.

TW: [Laughs.] A real crowd-pleaser.

AVC: Much like with the nudity, do you have any discussions in the writers’ room along the lines of, “Okay, at this point in this season, we need a little violence?”


TW: No, it’s just the way it rolled out. We didn’t look at the first four and say, “This feels soft. We need something wild.” It was just that as things heated up for Eli and Jimmy, both of them had to wrest control of their own lives, and this is how it ended up. Eli came apart at the seams, and Jimmy needed to make a very dramatic statement.

AVC: You have all of these dead people popping up on Memorial Day, a day to honor the dead. You use holidays very purposely throughout the run of the show. Is there a storytelling advantage to that?

TW: Well, it’s a good way of grounding the show in a season, or a particular month. It also provides a good framework for an episode. I mean, it’s always been interesting for me to see how people celebrated holidays way back when, but it’s also a good clothesline on which to hang events, and a good excuse for characters to get together. It’s a good excuse to have parties, which are always fun on the show. And if it happens to be organic to things that are happening, then it works even better. I mean, Memorial Day’s great, because Jimmy’s a veteran, and also they were beginning construction on the Atlantic City war memorial at that time. So we thought this would be a great way to introduce that, and see the beginnings of it, and also this dedication and this statue force all of our characters who have been avoiding each other into the same space, because of political reasons. All of these people have to confront each other, whether they want to do that or not. 



AVC: This is a great Richard Harrow episode: one of his biggest moments in this season, as he goes off to the woods to kill himself. Given the kind of show this is, and given that you’re on cable, you don’t have necessarily the same strictures that you have on the broadcast channels, not just in terms of content, but also in terms of the storytelling. In other words, there’s a real possibility that you could have killed Richard in this episode, which must be a real gift to you as a storyteller, knowing that you can bring the audience up to a point where they honestly do not know whether a character is going to survive.

TW: Well, at the end of the season they’re really not going to know. [Laughs.] But, yeah, that is true. And we certainly considered it. Everything’s on the table, for sure.

AVC: This is the first big episode for Dominic Chianese, whom you previously worked with on The Sopranos, where he played Uncle Junior. It’s interesting, though, that you have him quietly in the background of some of the earlier episodes, almost unrecognizable.


TW: He speaks very briefly in episode two, as Eli’s hanging up the phone after calling up Nucky and saying, “How does it feel to be alone?” Dominic gives a toast in Latin. He is hard to recognize without those Uncle Junior glasses, though. He’s almost a high-school teacher. He can play Clark Kent and Superman; it’s really incredible.

We brought him in earlier just to have him inhabit the world. It always bugs me as a viewer when suddenly there’s something new that’s supposed to have been a major presence in the other characters’ lives for years. It’s like some bad sitcom. “Oh, it’s time for my weekly band practice!” Y’know, the band that you’ve never known the characters had for the six prior years of the show. [Laughs.] And now you just have to accept this, like, “Oh yeah, they do this every week, we’ve just never shown you. The same goes with introducing a character. It’s always better to pepper, for me. I love to see somebody peppered in a few episodes, if you know in advance they’re going to come up later.

We did that, actually, with the Russian who gets lost in the woods in The Sopranos. This whole episode was about this guy who worked for the Russian gangsters, so I remember I lobbied David Chase. We were filming a scene a couple of episodes prior where Tony visits the Russian mob boss, and I said, “Can we put the Russian who gets lost in the woods in that scene, just to see him?” Just for the audience to go, “Ooooh, okay… that guy.” We saw him sweeping the floor in that episode, just so people would know that this guy was in this world beforehand, and now there’s a situation involving him.


Same thing with Dominic. He doesn’t just pop up. You see him for the first time in “21,” at the funeral parlor, where Jimmy goes off to talk to him. I wanted to start layering him then so that when he does become more regular, then maybe you’ve noticed him, maybe not, but if you go back and watch the whole season, you go, “Oh yeah, he’s there.”

AVC: Having Steve Buscemi as your lead allows you to spin some wonderful comic moments out of nothing, and a primary example of that comes in this episode, where he rolls his eyes while putting on a little golfing hat.

TW: [Laughs.] Yeah, I remember at first, when he came home from the golfing match and had the fight with Eli, I scripted that he was still wearing his golfing clothes, and Steve called me out and goes, “Why am I still wearing my golfing clothes? Wouldn’t I change at the club?” I said, “Well yeah, y’know, maybe you didn’t?” And we went back on forth on this until finally I said, “I just want to see you in the golfing outfit.” [Laughs.] Being honest. I said, “I just want to see you get into a fight wearing those knickers.” He laughed about it, and afterwards I said, “You’re right, this is absurd, we’ll see you at the golf club and that’s enough.” But yeah, it’s just a silly costume, and Steve is such a natural comedian, he totally knows what’s funny. He got it.


AVC: There’s another example from the previous episode, where Nucky’s talking with Margaret about the plan to make his case federal, and he says, “I violated the Mann Act!” with such gusto and pride.

TW: [Laughs.] Yeah, exactly. I mean, he’s so funny. He totally understands. Certain actors just know where the joke is.

AVC: In The A.V. Club’s review of this episode, I mentioned the audience’s desire for blood, and that “murder diffuses drama,” meaning that it’s more tense when characters have to live alongside the people that are making their lives uncomfortable. What would you say to that?


TW: I would agree. I don’t know if murder diffuses drama all the time, but certainly too much of it gets really boring. I remember back on The Sopranos it was like, “When is Tony going to whack somebody?” And it’s like, “Is that all you guys want to see? Really? Tony bashes some guy on the head with his bat?” The difference between what makes a good episode or a bad episode for a large portion of the audience is whether or not somebody got splattered with blood or bashed somebody in the head with a tire-iron. Even going into this episode, we knew that a large portion of the audience was going to love it because it’s so violent, which is sad in a way, because the episode is so strong dramatically. The Harrow storyline in the woods, for example, was really poignant and interesting to us, but Eli beating a guy to death with a wrench, and him and Nucky brawling, and then of course the scalping at the end was what a lot of people focused on. But it depends on the circumstance. Certainly a well-placed murder can be very dramatic, as I hoped we achieved in our finale. But having to negotiate your way around people who you would like to murder can also be dramatic as well.

The Age Of Reason” (Oct. 30, 2011)
Margaret has to go to confession in preparation for her son Teddy’s confirmation, and Nucky’s worried that she’ll spill everything she knows about his business, when in fact she’s planning to tell the priest about her attraction to Nucky’s new bodyguard, Owen. Nucky entertains the impressionable U.S. attorney assigned to prosecute his now-federal case, but old enemies in Washington won’t let the case get buried. Jimmy learns from Leander that good business sense can accomplish more than violence, while Manny teaches the opposite lesson, by getting Jimmy to slaughter a traitor for him. And Lucy gives birth to Van Alden’s baby, while his guilt over multiple indiscretions leads him to confess his own sins to his wife.


AVC: At one point in this episode, Jimmy and Angela make note as they’re walking down the boardwalk that there are more radios around, and it seemed like in this season there was more diegetic music. Was the mention of the radios a way of explaining that?

TW: We wanted to start introducing the idea that suddenly music was everywhere. It’s always fascinating to me that up until the dawn of radio, you didn’t hear music unless somebody had a piano. You didn’t hear popular songs unless you happened to be in a club, or somebody got the sheet music to a song and you were lucky enough to go to a home where somebody had a piano and could play it. Now suddenly, everyone’s got access to all this stuff. You’re hearing music everywhere. The boardwalk is such a great place for sound design, too. It’s such a cacophony of noises, and as you pass different places you’ll hearing different noises, whether it’s a carnival barker or a calliope or just various sounds of tourists, the ocean, all that stuff. Now introduced into that, you’re starting to hear music, Victrolas, stuff from other people’s houses. In episode three, when Van Alden buys Lucy the Victrola, this is a big deal. This is like, almost a status symbol, or keeping up with the neighbors. They’ve got a Victrola; now we’ve got the same one. Initially, Van Alden is against it, and then later the new nanny is introduced and Van Alden is almost bragging about the Victrola, the newest model. [Laughs.] He’s succumbing to consumerism.

AVC: The credited writer on this episode is Bathsheba Doran. Should viewers presume that any credited writer wrote the script from start to finish, or is there a lot of re-working?


TW: There is usually a great deal of rewriting, depending on who wrote it. When a writer’s assigned an episode, they generally get credit regardless of how much is rewritten. But episodes are rewritten, sometimes almost completely, other times not at all. I don’t believe I’ve ever done anything more than light editing on any episode written by Howard Korder, and then varying degrees depending on other writers. Other showrunners have policies of taking partial credit depending on how much rewriting they do, but in general, whomever’s assigned the episode initially is credited as the writer. We all sit in a room together and work out the outlines, and then somebody will go off with that outline and write a script, and then I’ll generally take it over after the first draft, occasionally after a second draft. I’ll take it over and do a pass, or Howard will do a pass, and ultimately that’s what you see.

AVC: The reason I ask is that this episode advances two of the major intertwined themes of the season: religion and rules. You have Manny in this episode getting Jimmy to do this killing for him because the “meat” is not kosher, or “trayf,” and you have a nervous Nucky asking Margaret at one point, “How Catholic are you?” So when your writers are assigned an episode like this, with all these different characters and their different relationships to religion and rules and faith, is that something that is discussed before it goes to the writer, or does the writer come up with that herself? Or am I again, like the half-faces in “What Does The Bee Do?,” seeing something that’s not there?

TW: [Laughs.] No, no, that was there. The half-face is a visual motif that sort of happened by accident. But religion was really a big theme in this season, and we knew as the season progressed it was going to become pivotal, certainly for Margaret, going toward the later episodes. Rituals and rules—the rules we live by, and the rules we choose to accept or not accept—was very much a part of the fabric of the story as we outlined it in the writers’ room.


AVC: Nucky is developing his master plan to get back in power in this episode, and throughout this season he seems more on top of his business than he did at times in season one. One of the questions some viewers asked week after week in season one was whether Nucky is a shrewd, smart guy, or a very lucky guy, or just a ballsy guy? What would you say to that?

TW: I think he’s a little of all three. He is very smart. I don’t think you can get to be somebody in that position without being shrewd. Ballsy? Yeah, absolutely. Same thing. It’s a rough town, and I think you’ve got to have a little balls to do it. It’s also mixed in with a little greed as well. Nucky had a pretty good life right up to Prohibition. He was doing fine as a treasurer of this corrupt city on the ocean, and suddenly the game changed in a really dramatic way. You could make the argument that this might’ve been a good time to pack it in and retire. Nucky doubled down and said, “You know what? Fuck it. I can make millions here.” But at the cost of potentially losing his life, or where it ends up at the end of season two, with him crossing the line and becoming a murderer himself. There’s a lot going on with him.

AVC: He seems to have this attitude that if everyone could just do exactly as he wants them to, then everyone would be happy. But someone always comes along to fuck it up.


TW: [Laughs.] Change is really inconvenient, really inconvenient.

AVC: This episode contains one of Nucky’s best lines in season two: “Remus can go fuck himself.”

TW: [Laughs.] Right. Nucky throwing Remus’ verbal tic back at him.

AVC: You make good use throughout the season of that verbal tic.

TW: Well that’s the kind of thing… like, if we had made that up as a character trait, I would’ve been uncomfortable with it, but because it was real, I felt like we had the license to go to town.


Check back tomorrow for part two, which will cover episodes seven through nine, from “Peg Of Old” to “Battle Of The Century.”

Part one
Part three
Part four