By the end of its first season, the HBO historical drama Boardwalk Empire had developed a reputation as the best show that nobody really loved. It won awards, drew decent ratings for cable, and was obviously a well-acted, well-written, well-directed, and painstakingly researched show, but Boardwalk Empire hadn’t inspired the kind of fanatical devotion that attended the likes of Mad Men, Breaking Bad, or The Sopranos—the show that many people expected Boardwalk Empire to be, given that creator Terence Winter had been one of the main Sopranos writers. But by the end of Boardwalk Empire’s second season, a real buzz began to develop, not necessarily because the show significantly improved—it was always high-quality—but perhaps because viewers grew more accustomed and attached to Boardwalk Empire’s enormous cast of characters and ambitiously sprawling plot, right around the time that Winter and his writers raised the stakes for both.


Boardwalk Empire’s second season begins in 1921, with the show’s protagonist, Atlantic City Treasurer Nucky Thompson (based on real-life politician Enoch Johnson, and played by Steve Buscemi) dealing with pressure from dangerously repressed Federal Prohibition agent Nelson Van Alden (Michael Shannon) and a coalition of friends-turned-enemies that includes his old mentor Commodore Louis Kaestner (Dabney Coleman), the Commodore’s formerly estranged son Jimmy Darmody (Michael Pitt), and Nucky’s own brother Eli (Shea Whigham). In Nucky’s corner: his live-in girlfriend Margaret Schroeder (Kelly Macdonald), though she has moral qualms about their arrangement, and about Nucky’s shady political dealings. Meanwhile, the mob bosses in New York—from the elegant Arnold Rothstein (Michael Stuhlbarg) to the more thuggish Lucky Luciano (Vincent Piazza)—are trying to decide whether to ally with Nucky or to follow The Commodore. The season follows this frequently violent power struggle, and weaves in dozens of other colorful characters, including upstart Chicago gangster Al Capone (Stephen Graham), the head of Atlantic City’s black community Chalky White (Michael Kenneth Williams), quirky Ohio bootlegger George Remus (Glenn Feshler), righteous Philadelphia mob boss Manny Horvitz (William Forsythe), scarred WWI vet/assassin Richard Harrow (Jack Huston), crusading US attorney Esther Randolph (Julianne Nicholson), and more.


Creator Terence Winter joined The A.V. Club for a detailed discussion of the show’s second season, which arrives this week on DVD and Blu-ray, in advance of the third season (which debuts Sunday, September 16.) In part one of four, Winter discusses the first three episodes, beginning with “21” and concluding with “A Dangerous Maid.” Check our part two, part three, part four.





“21” (Sept. 25, 2011)

A KKK attack pushes Chalky to threaten Nucky with a race war, though Chalky doesn’t yet know that The Commodore is working behind the scenes to have Nucky busted for election-rigging. Meanwhile, Van Alden shows his wife around a city that he claims to be keeping safe from sin, while keeping her away from the dingy apartment where he’s stowed his pregnant showgirl mistress Lucy Danziger (Paz de la Huerta). And Jimmy turns his back on Nucky, the man who helped raise him, so that he can stand with his real father, The Commodore.


The A.V. Club: How much did you think about reintroducing this world and these characters at the start of the new season?

Terence Winter: Well, you always have to assume that certain people are going to be coming to the show for the first time and have no knowledge of anything. My assumption is that most viewers are coming back, but there’s a certain amount of reintroduction needed for them as well. We benefit greatly, as do a lot of cable shows, from the “previously on” segments. That really does help remind people what came before, and also if there’s anything specific that they might want to be reminded of to help them enjoy or understand an episode. You can’t rely only on that, though. Some people watch the show on DVD or in other forms that don’t have that benefit, so the episode itself has to have enough information and set-up that people will know what they’re watching.


Montage is a great device to do that, to visit in with a lot of different people. Early on, I knew I wanted to come into the season with this song. We went out of season one with the song “Life’s A Funny Proposition,” and then we come back in with this song “After You Get What You Want You Don’t Want It,” which is sort of thematic for a bunch of our characters. It was an organic way to convey a lot of information in a very short period of time, very visually.

AVC: That song could pretty much serve as a theme for any of the of the show’s characters to start the season. Jimmy especially.


TW: Pretty much, yeah. Nucky and Margaret, too. It’s like the whole idea of them ending up together while there’s this dissatisfaction in their relationship as well. He’s still out carousing; she’s home alone. The song really applies to everybody, I guess. [Laughs.]

AVC: Did you find the song yourself or do you have people who look for things like that?


TW: I don’t remember. I think I did find it myself. I float around a lot on YouTube; it’s an amazing resource for all kinds of stuff. I could just spend hours floating from one thing to another. You type in one thing and you’ll get one song that begets 50 other things, and then you click on one of those and there’s 50 more. Just type in “1920s music,” which I’ll do, and sort of bounce around, looking at the titles, thinking, “Oh that looks interesting; maybe I’ll listen to that.” There’s a very famous duo from the 1920s named Van & Schenck that did a lot of comedy songs. The first one I heard was a version of this that they did and I thought the lyrics were terrific. The same thing for “Life’s A Funny Proposition.” I got that from YouTube, just bouncing around. It was almost like a spoken-word record, and I think that the version that I actually listened to may have been George M. Cohan himself. He wrote “Life’s A Funny Proposition.” And people send me things. We have an incredible music supervisor, Randy Poster, who’s done movies with Marty [Scorsese] and is just incredibly talented. He actually just won a Grammy for a soundtrack album. He sends me stuff all of the time.

AVC: It’s an interesting cultural era that you’re covering because there is, as you mentioned, a lot of documentation. There’s some audio around, and plenty of photography around. Probably very little film, though.


TW: Yeah, unfortunately it was a little before the era when people thought to save that stuff, which is just mind-boggling now when you think of how much of the first 30 years of cinematic history just went into the shitcan just because it wasn’t taken seriously. What we wouldn’t give to have all that lost footage. So many films from the era are gone. I’ve just found a bunch of silent-film stills in a thrift shop in Brooklyn that we can’t identify because… well, one of the conclusions we’re coming to is that the film doesn’t exist anymore. Nobody knows who these actors are, what these scenes are. They’re really cool images; it’s just that nobody can identify them.

AVC: There are several specific cultural details in this episode, some of which are clearly purposeful and some of which may just the result of good research. It’s always fascinating, for example, to see what people eat in the past, and here Van Alden goes out to dinner and orders steak, turtle soup, coffee, and cold buttermilk.


TW: [Laughs.] Yeah, I love that too. We have an episode coming up in season three called “Spaghetti And Coffee.” I remember watching some old gangster movie from the ’30s and at a diner this guy orders “spaghetti and coffee,” and I went, “Oh my God.” [Laughs.] I mean, they drank coffee with everything. You’d go into a diner, they’d make coffee and a ham sandwich. People always had a pot of coffee on. Whatever these people eat, coffee’s always involved. And then, Van Alden is just… He doesn’t do anything normal. It’s always got to be a little bizarre, y’know? Turtle soup, mutton chops. [Laughs.] That’s always fun for me.

There’s a restaurant in New York that used to be called Keen’s Chophouse for like, a hundred years, and with the dawn of the Internet they changed it to Keen’s Steakhouse, because they thought people would Google “steakhouse” and it wouldn’t come up in the search. That really bummed me out, because you always see these places with their steaks and chops—and their specialty is actually mutton chops. Whenever I can work with old-timey food, I always try to.


AVC: The next specific cultural reference is The Kid, the Charlie Chaplin movie that is contemporaneous to the period but also works in terms of what this episode is about. Is that something you consciously considered?

TW: Yeah, absolutely. First and foremost, we try to stay true to the era. There have been instances where there have been songs or films that I wanted to work in that just didn’t work for the date, which was heartbreaking. Two years ago there was an Eddie Cantor song that I wanted to use and we thought the date was 1920 but was actually 1928, and it broke my heart because I was just so set on this song. But we try to make sure it makes sense for the period. And then, thematically, I just wanted something that would resonate with this episode and the Chaplin thing came up and I thought, “Well, this is perfect. This is exactly what they may have gone to see.” And it just speaks to the idea of Nucky taking care of this little boy.


AVC: You follow up on that idea with the scene where Nucky gives Jimmy a little father-and-son statuette, which Jimmy later puts up on a shelf in his closet—effectively putting away his father-son relationship with Nucky. Do you worry whether those kinds of images might be seen as too on the nose?

TW: It’s always a balance. You hope that it’s at least a little subtle. Nucky was sensing throughout the course of the episode that there was an estrangement, and he even calls Jimmy on it. Jimmy talks about when they used to go out shooting. They reminisce on the porch of the funeral parlor and talk about the old days, at a different time in their relationship, which Jimmy wishes he could go back to, especially knowing what is about to happen in their relationship. The shit is going to hit the fan, and Nucky is going to be arrested. The statue that Nucky gives Jimmy is sort of a reminder of that: a very carefully chosen gift for Jimmy from the man who used to be his father figure. In that sense, I felt we could get away with it because it wasn’t just an accident. Nucky purposely chose that statue to send a message to Jimmy that, “Don’t forget who your friends are. This used to be us.” And of course it’s so painful for Jimmy that he can’t even look at it. He needs to put it away in the closet and hide it because it’s too much of a reminder of his betrayal.


AVC: This episode also introduces George Remus, who always refers to himself in the third person—a character trait shared by the actual Remus. But what about the stinginess? Was the actual Remus such a penny-pincher?

TW: That’s a character trait we added. It’s not so much his stinginess as Nucky’s. He was upset that Nucky was sort of knocking him around over a phone bill. It’s setting up the idea that he and Nucky don’t necessarily get along. We needed a bone of contention between these two guys, so we decided it was something money-related. Really, Remus was a fairly lavish spender, as is Nucky for the most part; but you know, we all have our quirks. I love the idea that these two men who’ve got millions of dollars have a relationship that’s affected by something so petty as, “You charged me for a phone bill when I came as your guest.” This is a long-standing grudge between these two guys and it’s just based on nothing. Just nonsense.


AVC: And they’re about to drive three or four different cities to war over it.

TW: Absolutely, exactly. Probably bigger things have happened for a lot less.

AVC: Going into the second season, where there any things in particular that you were looking to improve?


TW: Well, obviously—or maybe not obviously—we were really happy with how this first season turned out. I mean, the first season of any show is a crapshoot, in the sense of wondering how much the audience is connecting to the show, how much they’re understanding, which storylines they like or don’t like, etc. Not that any of that necessarily affects how we do the show, but you’re really sort of inventing this thing from the ground, just hoping it makes sense, y’know? [Laughs.] That said, by the end of the first season, we were really happy with the template of the show, the tone of the show. We were also in a unique situation because we essentially took over the show from Martin Scorsese, who wasn’t going to be continuing to be a part of the show after directing the pilot. It was really up to Tim and Pat and me to continue to replicate what Marty had established visually every week, so that had its own set of challenges.


To answer your question though, I wouldn’t say so much “improve.” We wanted to continue what we had laid out in season one, in terms of the types of stories we were telling and the way we were telling them. We don’t really do a lot of stand-alone episodes. It’s obviously a huge canvas and a huge cast and a lot of interweaving storylines, and we were happy we pulled it off in season one to our satisfaction, and seemingly to the audience’s as well. Season two has its own sets of challenges, because you’ve laid the groundwork and introduced everybody, and now you’ve got to continue the stories you’ve set up, and also you can start digging deeper into all the characters.





“Ourselves Alone” (Oct. 2, 2011)

Jimmy Darmody visits New York, where Lucky and Meyer Lansky (Anatol Yusef) pitch him on the idea of distributing heroin in Atlantic City. Nucky and Chalky both end up in jail, but while Nucky gets sprung, Chalky has to stew, and finds himself challenged by political agitator Dunn Purnsley (Erik LaRay Harvey). But Nucky doesn’t have it much easier, as he returns to his home only to get hassled by visiting Sinn Féin representative John McGarrigle (Ted Rooney), who demands money for the cause and in exchange loans Nucky his rakish enforcer Owen Slater (Charlie Cox).


AVC: The title is a rough translation of “Sinn Féin,” correct?

TW: Yeah, that’s where we came up with that.

AVC: Obviously titles are not arbitrary on this show. At what point in the development of an episode do you come up with them?


TW: It’s always different. Sometimes before we even start writing, once we have an outline and we know what the episode’s about, the episode title pops out. Other times, we’re about to lock the episode, it’s edited, and I still don’t have a title, and we’re wracking our brains. This show in particular has been easier for me to come up with titles for episodes for some reason. Sometimes it’s a reference to something somebody’s watching, or reading. “21” was the year that the show takes place. Sometimes in the writers’ room, someone says something and we think, “Gosh that would be a good title,” and sometimes that sticks.

AVC: Was the IRA actually involved in the politics of Atlantic City?

TW: Well, they certainly were on fundraising missions throughout the United States, so we felt comfortable surmising that they very possibly headed to Atlantic City to raise money there, especially among prominent Irish-Americans who may have been sympathetic to the cause and could write a big check. So Nucky would serve as maybe one of those guys. And we had already set up in season one that there was this big St. Patrick’s Day dinner, and that there were definitely people in the city that were very pro-Ireland, and might be apt to give money.



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AVC: The way the character John McGarrigle is introduced is very telling. He delivers this almost hectoring lecture about his need for money, which is an odd tone to strike: shaming somebody and begging at the same time.

TW: That’s just a way to broaden the character rather than having him be straight down the middle. On the one hand he has this almost open disdain for America and Americans, even though he knows that he needs them very much. Seeing him play against Margaret was really fun. That episode and that character were really created almost completely by [writer] Howard Korder. He did a terrific job.


AVC: The scene ends with him taking a drink, after earlier shunning the idea of drinking alcohol, which is something that happens again and again in this season: this sort of hypocrisy, where people take very stern public stances and then in private just do their own thing.

TW: Y’know, it’s really hard to live by these sort of manufactured, somewhat arbitrary laws. It’s almost doomed to failure. Prohibition, as Ken Burns pointed out in his documentary, made criminals out of ordinary people. Suddenly things were against the law that most people had been doing all their lives, and were going to continue to do. Suddenly everybody was breaking the law. You’ve got to take this public stance that’s against your private beliefs. It’s like premarital sex. These absolutes are just doomed to fail, y’know? You’re setting yourself up for disappointment if you say, “I will never do X.”


The great tragedy of Van Alden’s life is that the poor guy, he lusts. He has feelings. He’s petty, he’s angry, he wants to drink, he wants to sleep with some girl he meets, and he’s just so tormented over all these very human emotions that it just sort of unravels the guy.

AVC: The Burns documentary you mentioned ran right before season two started. Do you think that it was a help to Boardwalk Empire, raising awareness?


TW: It definitely brought us publicity. And him as well. We actually did a joint publicity luncheon right before both of our shows came on the air, season two and his documentary, within weeks of each other. But it was just a really happy accident. His thing was in development long before even ours was, and we were working completely unaware of each other. I think we were probably done with season one when I heard that he was working on a prohibition documentary. As it turned out, a lot of the stuff in our season two happened to big parts of Ken Burns’ Prohibition. George Remus, for one. And our Esther Randolph character is based on Mabel Walker Willebrandt. Just incredible things that looked like we lifted right out of their documentary, when our film was already in the can by the time we were even aware that this thing existed.

AVC: Nucky makes a joke to the press in this episode about Trenton, which is a big part of his public persona: cracking stale jokes. Are these jokes historically researched?


TW: Not necessarily. I mean, a lot of them are old cornball jokes. It’s challenging sometimes, because a lot of them are corny and flat. They’re funny because they’re not funny. It’s a creative decision to say, “I know by modern standards this isn’t funny, but this is the type of joke someone would tell.” You’re sort of laughing at it, not with it. But to give these guys a more modern sense of humor would feel phony to me. We’ve written things that sound more like a contemporary take on the situation, and you get wary of it sometimes. It feels too modern. So in a way, a lot of Nucky’s jokes and humor fit the period.

AVC: There are two strong setpieces at the center of the episode—Jimmy meeting with the New York gangs and Chalky in prison—that might’ve been even stronger if they’d each been one long sequence, rather than being cut up and woven into the rest of the episode. At any point during the writing and editing process did you think, “Maybe we should just stay in one place until this one story is done?”


TW: We do think about things like that, but I mean, the rhythm just doesn’t really work very well when we’ve tried it. And a lot of this is just done my gut. I’m watching and I’m feeling like I haven’t seen Margaret in a while, or haven’t seen Nucky in a while. As much as you’re engaged with a particular storyline, it just starts to feel like the balance is off. I’m sure it could be done, it’s just really a question of whether or not ultimately I feel or [director] Tim Van Patten feels or Howard Korder feels that it’s working. For us, the better balance is to cut back and forth between storylines. Some episodes of The Sopranos that we did leant themselves more to what you’re describing. “Pine Barrens” would’ve been a good example, having these guys out lost in the snow. You could stay a long time with them. But even in that episode, we cut back and forth to Tony, and you know, there’s a Meadow storyline as well.

AVC: “Pine Barrens” gets cited sometimes as an example of a bottle episode, but it’s not.


TW: Yeah, not at all, actually. It’s got a lot of other stuff going on. I always wanted to do a bottle episode on The Sopranos where everybody gets stuck at the Bing in a big storm and starts reminiscing. Usually bottle episodes are like the clip shows where someone goes, “Oh, do you remember the time… ?” and then they show the clip from whenever. But I’d want all the things they’d reminisce about to be things we’d never seen before. As if they were reminiscing episodes that never existed.

AVC: Community did that, actually.


TW: Oh, they did? Oh, that’s great! That’s awesome, I’m glad that somebody did; it’s a good idea.





“A Dangerous Maid” (Oct. 9, 2011)

A depressed Lucy gets a cheering visit from her old pal Eddie Cantor (Stephen DeRosa), while Margaret gets news from a detective agency about the whereabouts of her Irish relatives. And Nucky and The Commodore wage their cold war on multiple fronts, trying to lock down business alliances and present at least the illusion of power. Finally, the two men meet, by accident, at Babette’s Supper Club, where they have a public shouting match.


AVC: The title comes from a musical by George and Ira Gershwin. How did you find that particular piece?

TW: Well, we knew we wanted a play that may have been in Atlantic City, or about to begin on Broadway. A lot of times they would do trial runs in other cities, Atlantic City being one of them. So in the research, that was one of the titles we came up with. I believe it might have been our writer Itamar Moses who found that.


AVC: And you bring Eddie Cantor back from season one. How did you decide to portray Cantor as you did, because the Cantor in this episode appears to be always in a performing mode, even when he’s just chatting casually with Lucy?

TW: We read a lot about him. We also watched The Eddie Cantor Story, which is like, this Technicolor biopic from the ’50s, and is just hilarious for all the wrong reasons. Eddie Cantor said himself that it bears absolutely no resemblance to his actual life. But for the most part, from what we’ve been able to tell, he was very much “on” all the time. He is kind of performing for Lucy. He’s trying to cheer her up. He’s kind of that guy. I think as the series goes on, I would like to see more of him, a more human side, in the sense of seeing him dropping the act a little bit. He actually, in the crash of ’29, lost everything from what I understand, and had to I think solicit money from his friends in Hollywood to stay afloat for a couple of years. And he had been absolutely one of the most successful performers ever, up to that point. He really got wiped out.


AVC: We see Lucy nude and pregnant in this episode. Was that a prosthetic or a digital effect?

TW: A bit of both. She wore a prosthetic belly and we cleaned it up a little around the edges with some digital technology. But she looks great. I mean, it’s just incredible. I’m still amazed at what we can do on a computer. It’s just mind-blowing. I mean, Harrow’s face being first and foremost. It’s just astounding. Or even the extension of our boardwalk set, which if you’ve ever seen pictures of what our set looks like, it’s a 300-foot set built in a parking lot in Brooklyn, and suddenly after the computers are done you’ve got the Atlantic Ocean and the thing goes on as far as the eye can see. We go from that down to something as simple as just getting rid of the seams on a prosthetic pregnant belly.


AVC: You probably couldn’t do this show maybe even 10 years ago.

TW: Yeah, I mean, the special effects have really made the difference from being able to do this and not do it. When I wrote the pilot, I actually thought, “This is impossible. There’s no way we could ever afford to build Atlantic City circa 1920, this whole boardwalk empire. You have to see the boardwalk.” Then I was watching John Adams on HBO, and they did a behind-the-scenes segment and I saw what they did. I couldn’t believe what was possible with CGI. They showed these before-and-after shots and I thought, “Wow, we might actually be able to pull this off.” We hired the same company, and here we are.


AVC: There’s a very tender scene between Margaret and Nucky late in this episode, where she’s in bed and he comes home and is getting ready for bed. The moment really makes their relationship seem genuine, and not just one of convenience, as it was before.

TW: Right. It was really nice to finally see them as a couple. We wanted to explore what was behind their initial attraction. It was a really strong moment for her at the end of episode two when she steals the ledger back for him, and is sort of really protective of him. Then this episode, we internally used to refer to it as “How Nucky Got His Groove Back.” You come into it and he’s really depressed. The world is closing in, all the people closest to him are against him, and there’s this tremendous shit-storm, and the little thing that gets him going again is The Commodore getting the last lobster when Margaret, his girl, wanted the lobster. That’s the thing that finally gets him able to stand up and fight for himself: protecting her, in a way. That gets him re-energized again, y’know, “Fuck these guys.” [Laughs.]


AVC: Knowing that you’re building to that scene at Babette’s, in the writers’ room do you say, “Okay, we need a scene between Margaret and Nucky earlier in the episode, to establish their relationship?”

TW: Again, it’s sort of like making soup. You put the outline together, and then with the episode it’s a little bit of adding a dash of this and a dash of that. The scene you’re describing, we’re also setting up the idea of her family being in New York, and her already being a little depressed. So there’s a little bit of setting up that story, and also starting to give Nucky the ammunition he needs. He comes into the scene, Margaret is clearly sad, something is bothering her. He tells her he’s taking her out to dinner, and then another disappointment is heaped upon her and that’s the scene that finally… y’know. So we were constantly building toward it in a way, reinforcing that ending and also giving her a legitimate reason to be upset, that would then actually set up a later storyline. She’s upset about her siblings, who she hasn’t seen in years.


AVC: The scene at Babette’s with Nucky and The Commodore and the lobster is one of the key scenes of the series. Some viewers at the start of season one were expecting Boardwalk Empire to be more like The Sopranos, in that it would be more about criminals killing each other. And this particular scene establishes that it’s not so much about crime as it is about politics. This is a political war, not a gang war, and that means the characters can’t just start shooting each other.

TW: Actually, in going through the possibilities for season two, we said, “All right, all these people are conspiring to bring Nucky down, and Jimmy’s got this friend who can put a bullet in a person from a mile away. Why don’t they just kill him?” [Laughs.] Well, that’s it for season two! So obviously it can’t just be, “We’re going to shoot you,” then, “We’re going to shoot back,” etc. It’s got to be something deeper. Because Nucky is involved in politics, and because of the history that we had set up with The Commodore having gone away for election-rigging—which was actually based in reality as well—we thought, “Ah, this is great.” It’s an election year, so this is a political coup, and not a shot has to be fired. It actually worked out for Jimmy, too, who’s a little on the fence about wanting to go with this plan in the first place. It’s a lot easier to rationalize. “Well, Nucky gets sent to jail; no harm really. He’ll get out. He’ll be fine.” For our purposes, dramatically, it gives a lot more to do than just, “We shoot you.” That kind of thing gets boring really quickly.


Check back tomorrow for part two, which will cover episodes four through six, from “What Does The Bee Do?” to “The Age Of Reason.”

Part two

Part three

Part four