Bust Out

• James Gandolfini as Tony Soprano
• Lorraine Bracco as Dr. Jennifer Melfi
• Edie Falco as Carmela Soprano
• Michael Imperioli as Christopher Moltisanti *
• Dominic Chianese as Corrado Soprano, Jr.
• Vincent Pastore as Pussy Bonpensiero
• Steven Van Zandt as Silvio Dante *
• Tony Sirico as Paulie Gualtieri
• Robert Iler as Anthony Soprano, Jr.
• Jamie-Lynn Sigler as Meadow Soprano
• Drea de Matteo as Adriana La Cerva *
• David Proval as Richie Aprile
• Aida Turturro as Janice Soprano
• Nancy Marchand as Livia Soprano

* = credit only

A witness identifies Tony as one of two men leaving the scene of Matt's murder. After a press report that the murder is Mafia-related, the witness retracts his statement. Pussy has another bad-tempered meeting with Skip Lipari and denies that he was the second man. Lipari orders him to record Tony admitting to the murder. Dr. Melfi tells Tony that he seems scared.

Tony and Richie use Davey's store’s credit to buy expensive merchandise to pay off his debt. They plan to continue this until the store goes bankrupt. Tony points out to Davey that the Executive Game was fair and Davey could just as easily have won, but he is not consoled and is close to suicide. Richie is dissatisfied with the cut he is getting from the store, and with the deal he has with the Soprano family's sanitation business. Egged on by Janice, he approaches Junior with the idea of eliminating Tony. Junior admonishes him, but Richie points out that Junior himself planned to kill Tony the previous year.

Davey's wife does not know about Davey's disastrous debt to Tony. She is friends with Carmela and introduces her to her brother, Victor Musto. Carmela and Victor are immediately attracted to each other. He is a recently widowed painter, and Carmela engages him to wallpaper part of her house. They suddenly kiss when they are alone in a small powder room. They arrange for him to come alone the next day, without his assistant, so they can talk. That evening, Victor meets Davey, who confesses that he is ruined, in debt to Tony Soprano. The next day, Victor's assistant arrives at Carmela's house alone.

After Tony had spoken cruelly to A.J., he feels bad and tries to get closer to him. At first A.J. resists, but they go out on Tony's boat and are happy together.

• A "bust out" is a fraud tactic, commonly used in the organized crime world, wherein a business' assets and lines of credit are exploited and exhausted to the point of insolvency.[1] Richie and Tony profit from busting out Davey Scatino's sporting goods store in this episode.
• "Bust out" is also a poker term that Poker News defines as: "To lose all your chips and thus be eliminated from a tournament."[2]

• In bed, Carmela is reading Memoirs of a Geisha.
• Livia mentions Rose Kennedy, wealthy matriarch of the Kennedy family.
• When Richie visits Junior at his home, Junior is watching the CBS daytime soap opera The Bold and the Beautiful.
• Carmela tells Tony about a Harvard study examining the importance of the father-son relationship she read about in TIME.
• Tony mentions "The Scorpion and the Frog" to David Scatino.
• At home, the eyewitness is reading Anarchy, State, and Utopia, by Robert Nozick.
• Richie tells Janice that Mafia rules dictate that an underling cannot kill a boss. She responds, "Tell that to Paul Castellano", referring to the assassination of Castellano by John Gotti.

• The piano instrumental playing at Nuovo Vesuvio during lunch with Carmela and Christine Scatino is "Cast Your Fate to the Wind".
• The song "Con te partirò" by Andrea Bocelli appears for the third time this season, played as Carmela thinks about and receives a phone call from the handyman. This song was especially prominent in "Commendatori", playing (among other places) when Carmela and her friends discussed hoping to be free of their husbands.
• The music playing during the scene wherein the witness realizes the murder victim was a Mafia associate is the second movement from Anton Webern's Variations for Piano, Op. 27.
• When Carmela is preparing the food for her lunch with Vic Musto, "You're Still the One" by Shania Twain is playing in the background.
• The song played over the end credits is "Wheel in the Sky" by Journey; this song was also playing in the scene wherein painters were wallpapering the Sopranos' dining room.

Listed in order of first appearance:[3]

• Garden State Plaza in Paramus, New Jersey
• Ramsey Outdoor in Paramus, New Jersey
• North Caldwell, New Jersey
• Washington Middle School in Harrison, New Jersey
• Long Island City, Queens
• Satin Dolls in Lodi, New Jersey
• Great Kills, Staten Island

• "Bust Out" at HBO
• "Bust Out" at IMDb
• "Bust Out" at TV.com