After suffering a series of mysterious anxiety attacks, New Jersey mob boss Tony Soprano agrees to see a psychiatrist, Dr. Jennifer Melfi. As he opens up to the doctor, Tony reveals details about his problems at home and at work that involve his wife Carmela, his kids Meadow and Anthony Jr., his Uncle Junior and his domineering mother Livia.

With acting boss Jackie Aprile dying of cancer, Tony prepares for a power struggle with Uncle Junior. Christopher and his associate Brendan make trouble for themselves when they jack a truck full of DVD players. Tony's mother Livia finally agrees to live in a retirement community. Big Pussy and Paulie Walnuts are sent to find a stolen car.

Uncle Junior's associate Mikey Palmice stirs things up by making Junior think Tony wants to be next in line for boss. Meanwhile, Tony, Paulie and Silvio deal with Hasidic family problems.

Jackie Aprile's health worsens, forcing Tony to make a tough decision. Meanwhile, Anthony Jr. learns the true nature of his father's job in 'waste management.' Also, Tony hires sleazy police lieutenant Vin Makazian to investigate Dr. Melfi's background.

During a trip to Maine for Meadow's college interviews, Tony sees a man he believes is a relocated mob snitch. Back at home, Carmela receives comfort from Father Phil.

At Tony's suggestion, Junior is made acting boss after Jackie dies. In therapy, Tony surprises Dr. Melfi with an admission. Carmela and Irina (Tony's mistress) both suffer as Tony's libido takes a nosedive.

After stealing the 'sacramental wine' from the school chapel, Anthony Jr. is suspended. Tony is concerned that his bad influence is responsible for his son's behavior, and has a series of disturbing flashbacks in which he remembers learning that his own father was in the mob.

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.

Christopher finds that being a 'made' man isn't all it's cracked up to be. Meanwhile, Janice moves into her mother's house, where she soon gets a leg up on Livia's former housekeeper.

Dr. Melfi's attempts to steer Tony into behavior-modification therapy take a detour when a personal crisis gets in the way. Meanwhile, Ralph Cifaretto finds a way to endear himself to Jackie Jr.--but not to Tony.

Bobby 'Bacala' Baccilieri Sr. comes out of retirement to deal with a young hothead named Mustang Sally--much to the chagrin of his son and Uncle Junior.

Ralph's volatile relationship with a Bada Bing stripper and his obsession with the movie 'Gladiator' combine to put a damper on several boys'-nights-out sessions at the club. Meanwhile, at Columbia, Meadow's relationship with Noah is put to the test by her needy roommate Caitlin.