Toodle-Fucking-Oo

• 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

Dr. Melfi has been dining in a restaurant with some female friends and is a little tipsy. She sees Tony at a table with a group of men as she is leaving. She pauses and there is an awkward attempt at small talk. As she leaves she waves and calls "Toodle-oo!" The men make crude comments about her and Tony pretends she is an old girlfriend. Melfi is mortified by her behavior, and acknowledges to her therapist, Dr. Elliot Kupferberg, that in order to evade her responsibility as a therapist, she behaved like "a ditzy young girl."

Meadow throws a party for a few friends in Livia's house. A lot of uninvited people show up, there is drug abuse and heavy drinking, and the police arrive. One of the officers knows Tony and contacts him. Tony finds Meadow drunk and drives her home. He and Carmela do not know how to punish her. She prompts them to take away her credit card for three weeks, while still providing cash for gas. She walks away, smiling to herself.

At first, Janice defends Meadow, saying she is showing her independence. But when she sees the state of the house, she is furious. Tony and Carmela tell her to stop interfering. Janice says she ought to leave, but she and Carmela later reconcile and she is persuaded to continue to stay at the house. Meadow overhears their argument. When Tony goes to the house to have the locks changed, Meadow is kneeling on the floor, scrubbing. Tony turns away, perplexed by this remorse.

Jackie Aprile's elder brother Richie is released after ten years' imprisonment. He says he has changed, taken up meditation and learned yoga, but he cannot accept other changes: that Tony, a younger man, is boss, and that he does not immediately get the same benefits as before. When Tony says these things will come in time, Richie says, "What's mine is not yours to give me."

Richie demands payments from a former associate, "Beansie" Gaeta, now the proprietor of some pizzerias. Beansie refuses; Richie viciously assaults him. One night, he waits in a parking lot, draws his gun, and tells Beansie to show him proper respect. Beansie manages to escape. Later, thinking it is safe, he returns to his car. Richie drives up fast and rams into him; then, as he lies on the ground, drives over him. In the hospital, Beansie is told he may never walk again. Tony tells Richie emphatically, "I'm the one who calls the shots," and if he does not show respect they "have a problem, a bad one."

Richie meets with Junior, and says, "I'm yours, Junior. Whatever, whoever. You just say it." He happens to meet Janice at a yoga class, and tries to revive the intimacy they had years ago.

• Richie Aprile: The late Jackie Aprile, Sr.'s older brother, who is paroled from prison after a 10-year sentence.
• Peter "Beansie" Gaeta: a pizzeria owner and Mafia associate of Richie Aprile, Jackie Aprile, Sr., and Tony Soprano.
• Dr. Elliot Kupferberg: Dr. Melfi's colleague and psychotherapist.
• Dr. Douglas Schreck: Junior Soprano's cardiologist.

• "Toodle-oo" is an informal form of "good-bye". An annoyed Melfi adds her own twist on the saying while mulling over her run-in with Tony.

• David Proval (Richie Aprile) is now billed in the opening credits.
• Proval originally auditioned to play the role of Tony Soprano. He was turned down because creator David Chase felt he looked "too right" for the part.

• When meeting with Tony at the mall, Richie reminds Tony that he helped him and his brother, Jackie, get a "pass" after robbing a card game of DiMeo capo "Feech" La Manna. This is the first reference to the story, which is retold with more detail in later seasons.

• When Tony asks a drunk and high Hunter about where Meadow is, he calls her "Janet Jackson", a reference to singer Janet Jackson.
• Junior says to Richie, "Like the man said: May you live in interesting times." A common English saying which purports to be a translation of a traditional Chinese curse, though it is apocryphal.

• The song played when Tony arrives on the scene of the party at Livia's is "Holla Holla" by Ja Rule.
• The song played while the girls cook in the kitchen is "No Scrubs" by TLC.
• The "Optimistic Voices" number from the 1939 classic The Wizard of Oz is heard in Dr. Melfi's dream.
• The song played during Richie Aprile's homecoming at the Bada Bing and over the end credits is "Viking" by Los Lobos.
• The song played when Carmela and Janice apologise to one another is "Never Miss the Water" by Chaka Khan.
• The song played when Janice arrives at Livia's house is "Prince of Peace" by Pharoah Sanders.

Listed in order of first appearance:[1]

• Verona, New Jersey
• Paterson, New Jersey
• North Caldwell, New Jersey
• Satriale's Pork Store in Kearny, New Jersey
• Garden State Plaza in Paramus, New Jersey
• Satin Dolls in Lodi, New Jersey
• Montclair, New Jersey
• Long Island City, Queens

• "Toodle-Fucking-Oo" at HBO
• "Toodle-Fucking-Oo" at IMDb
• "Toodle-Fucking-Oo" at TV.com