Therapy. Tony tells Melfi that Meadow did the same thing at A.J.'s age. He laughs about how boys and girls always travel in groups. He says that in his day, a boy and a girl went on a date. Melfi says that this isn't about A.J. going to the mall in a group, but rather that he went to the mall instead of the movies with Tony. Tony says that A.J.'s at an age where he's going to have a life of his own. He says now it's always, "We're gonna do this. We're gonna do that." Melfi says that she's heard Tony talk many times of doing things with A.J. Tony says that's over now. Melfi says that this period is bittersweet, because Tony's glad he's growing up, but he's sad to lose him. Tony looks down and is quiet for a while. He says that he might be going away for a long time for something he didn't do. Melfi is quiet, and Tony asks why she isn't being sympathetic. Melfi says that they're not supposed to go into specifics on these kinds of things. Tony says that he'll specifically say that he didn't do anything wrong. He might be put away for the rest of his life, and he can't discuss it with his shrink. "What the fuck are you for, anyway?" he asks. Melfi asks how it made him feel to know that he might be sent away to prison. Tony laughs at the stereotypical question and then answers that he's got to stay around a little while longer for the kids. "Especially my boy." He says that once his kids are out of the house, the government can do whatever the fuck they want to do. They can kill him, incarcerate him, whatever. Melfi: "I've never seen you like this." Tony: "Like what?" Melfi: "Scared." Tony smiles and says he wouldn't use that word. "But sometimes I feel...I don't know. You motherfuckers. You motherfuckers." Melfi tenses, and looks scared herself. "I don't fucking deserve this," Tony says, holding back tears. Melfi looks down and asks how his medication is working. There's a silence, and the Melfi says they should probably stop.

Ramsey Outdoor at night. Paulie pulls out some tennis shoes as Tony walks up. Paulie tells him that they don't have the witness yet. He says it's the FBI, and they can keep their information pretty tight. Tony tells Paulie to go home and get some rest. Paulie asks if Tony wants to stop by the Bing and get something to eat. Tony tells him to go home. Paulie asks what he should do. Tony says he needs to think. They hug, and Paulie leaves. Tony spots a tent set up inside the store. He unzips the tent and finds David asleep next to a pizza box. David says some of the airline tickets came in. He asks if he should split them with him and Richie. Tony says that the tickets are his and that it was his idea. Then he asks David if that's where he sleeps. David says it's easier than going home sometimes. Tony says he knows what he means. Tony says he remembers when David transferred into the tenth grade. "Fucking army brat," he says. David starts playing Remember When as well, but Tony cuts him off. "You told me not to get in the game," David says. "Why'd you let me do it?" Tony says he knew David had this business, and it's his nature to do this. David asks what the end is. "Planned bankruptcy," Tony says. David bursts into tears. Tony says David's not the first guy to get busted out, and this is how Tony makes his living. He says that when this is over, David can go wherever he wants and do anything he wants to do. David keeps crying, clutching himself until Tony gets disgusted and walks away.