Top Hat (The Penguin)

In a flashback to 1988, a young Oz lives with his mother Francis and his brothers Jack and Benny, and resents the affection his siblings receive from Francis. While walking in the streets, the three brothers run into notorious criminal Rex Calabrese, who gives Jack 50 dollars. Jack leads his siblings to an abandoned underground railway, where they play a game of hide and seek. Jack and Benny hide in an overflow tunnel, which they entered via a ladder that is difficult for the disabled Oz to access. An angry Oz locks Jack and Benny in the overflow tunnel before leaving for his house. While he and Francis watch Top Hat, Jack and Benny scream for help to no avail as they drown in the tunnel during a rainstorm.

In present day, Oz arrives at Crown Point, discovering Victor unconscious and Francis gone. Upon awakening, Victor informs Oz that Sofia took Francis. When Sal arrives with his henchmen, Oz forces Victor to flee. Sal brutally assaults Oz, but takes him alive so he can face Sofia as well. Sofia has taken Francis to her mansion, but Francis is not frightened of her, telling her that Oz will kill her, before suffering another dementia episode. Rush informs Sofia that the police are looking to question Gia at her orphanage, as she is the only witness in the Falcones' death.

Sal forces Oz to take him to his base of operations, declaring that the Bliss business now belongs to him. Oz provokes Sal towards violence, seizing the opportunity for his men to turn off the lights and commence a shootout. Oz gains the upper hand during a brawl with Sal, but Sal suddenly dies of a heart attack. Oz is disappointed at not being able to personally kill his rival. Sofia visits Gia at the orphanage, where Gia reveals she found a gas mask in her purse, wondering if she killed her family. Sofia claims her innocence, only to discover that Gia has been harming herself during her stay. Sofia tells Gia that her family were bad people who deserved to die, and that she deserves better than the Falcones as family. Oz calls Sofia to inform her of Sal's death, and offers her the Maroni's criminal empire as well as his Bliss operation in exchange for Francis' safe return.

Sofia returns to the mansion and admits to Rush that she has become disillusioned about her position after seeing the pain she has caused Gia, so she has accepted Oz's deal. However, Rush convinces her to follow through on her desire to see Oz suffer. Sofia sends a van inside Oz's base of operations, calling him from another part of the city to tell him she has sent him a gift. Oz, thinking Francis' body is in the car, instead discovers explosives, and hides in the tunnel while the bombs detonate, destroying the base and killing his entire crew. In another flashback, a young Oz and Francis go to a jazz club, where Francis asks Oz to become successful enough to finally provide her a happy life, which Oz promises. Back in present day, Oz recovers from the explosion and resurfaces, only to be knocked out by detective Marcus Wise.

The episode was written by co-executive producer Vladimir Cvetko and directed by Kevin Bray. It marked Cvetko's first writing credit, and Bray's second directing credit.^[1]

On Maroni's death, Clancy Brown said, "Sal has an expression of fear that he knows he's having a heart attack and dying. He was going to kill him. He was ready to do it. He was doing it actively when it happened. Then it becomes about Oz's frustration because he's an animal too and he wants to win, he wants to kill. He wants to be a predator".^[2] According to Brown, the scene was originally supposed to feature Maroni pouring gasoline over Oz. The idea was scrapped, as the crew feared that the gasoline would ruin Farrell's make-up, "You can really ruin it by even pouring water on it, because it would absorb all the water and eventually get water logged and be even more miserable for Colin to wear".^[3]

Cristin Milioti complimented the scene where Sofia visits Gia at the orphanage, "I remember reading that scene and being like, ‘holy moly,’ it's such a brutal scene. But I was so excited about it and so moved by it; it's so complicated. But of course, this is what this person would do. What's beautiful about that scene, too, is she's quite literally trying to burn her father's legacy to the ground and saying, ‘I'm nothing like him, he's a monster,’ and she does the exact same thing to this little girl. She sentences her to the exact same life, in a way, but she truly is believing that she's doing that child a service. In her mind, she's doing the right thing — ‘I'm saving you from something you don't know about’ — while ruining this child's life".^[4] She added, "The horror of that moment for her is realizing that she has become the person she rails against the most. The fact that it all happens in that one sequence is so beautiful".^[5]