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The year is 1921. Following the events of the first season, Enoch ‘Nucky’ Thompson’s (Steve Buscemi) control of the Atlantic City boardwalk is being threatened by the people he trusts most – James ‘Jimmy’ Darmody (Michael Pitt), his surrogate son; Commodore Louis Kaestner (Dabney Coleman), his surrogate older brother/predecessor; and Elias ‘Eli’ Thompson (Shea Whigham), his actual younger brother. While Nucky scrambles to stop the plot against him, Jimmy preps himself to take over by forging alliances with powerful underground personalities Arnold Rothstein (Michael Stuhlbarg),  Manny Horvitz (William Forsythe), and up-and-coming crime lords Al Capone (Stephen Graham), Salvatore ‘Charles’ ‘Lucky’ Luciano (Vincent Piazza), and Meyer Lansky (Anatol Yusef). Meanwhile, Albert ‘Chalky’ White (Michael Kenneth Williams), the leader of the city’s black underground, deals with the fallout of a brutal Ku Klux Klan attack, DEA agent Nelson Van Alden (Michael Shannon) attempts to cover-up his extramarital affair with Lucy Danziger (Paz de la Huerta) by effectively locking her in a secret apartment, and Nucky’s new girlfriend, Margaret Schroeder (Kelly MacDonald) is forced to deal with her newfound social status.

Boardwalk Empire: Season Two
It’s difficult to put my finger on exactly which quality variance holds Boardwalk Empire from real greatness, but the novelty of the show’s period setting and historical precedent certainly make it easier to overlook some issues and even place it in the pantheon of HBO’s period-set classics, specifically David Milch’s Deadwood. Prohibition is such a rich era for crime fiction that it’s shocking that it isn’t already mined into submission. Sure, The Untouchables and the myth of Al Capone are common pop culture knowledge, but there hasn’t been much told to the general public about Prohibition outside of De Palma’s film, Ken Burns’ documentary series, and cartoony films like Dick Tracy (nobody saw The Cotton Club, don’t lie to yourself). Of course, historical figures usually have set expiration date, which robs the story of some suspense and writers that play in historical sandboxes tend to bend over backwards to cleverly reference authentic events and people. Boardwalk Empire is guilty of both literary transgressions, but is still a fictionalized enough account of the record to unveil plenty of surprises. Besides, researching the actual events is half the fun of good historical drama.

Boardwalk Empire’s success, beyond its period novelty and usually solid dialogue, is largely dependent on its ever-expanding repertoire of characters. The dialogue isn’t at David Milch levels of brilliance, but bounces off the actor’s tongues like ping-pongs from paddles and can take a second to fully absorb their delightfulness. It’s not quite poetry (again, Milch is poetry), but it’s a refreshing refuge from most television, which is naturalistic at best, clichéd at worst. These words are also, of course, spoken by a cavalcade of amazing actors, who all appear to be enjoying the cozy confines of a period setting just as much as the audience. The strong characters are a more curious conundrum. The problem here is that the most necessary and central characters really aren’t that interesting, outside of their significance to the ongoing story. Nucky Thompson rarely seems inessential and rarely wastes the audience’s time. To the contrary, he’s efficiently portrayed by Steve Buscemi and quite easy to interpret. The problem is that he doesn’t really change, or rather, when he does change, his changes are entirely predictable. He’s simply not very interesting, especially not compared to similarly antihero, powerhouse series leads, like Al Swearengen, Walter White, or Don Draper. On the other end of this spectrum is a character like Agent Nelson Van Alden, who is endlessly captivating, terrifying, and, most importantly, incredibly unique. Modern television is littered with violent, zealot lawmen, but Van Alden stands apart as something purely of his era and thus purely Boardwalk Empire. Michael Shannon’s bottled-dynamite performance only strengthens the role further. This fascinating, show-stealing character regularly grinds the plot to a halt and there’s a sense that the show might be better off without him.

Boardwalk Empire: Season Two
In the end, Boardwalk Empire sort of feels like two shows. The first show is a tightly plotted, fast-moving story that benefits from the fact that it’s based on true, easily researchable events. This story revolves around Nucky and the more incidental characters with power – like Arnold Rothstein, Nucky’s brother Eli, and Commodore Kaestner – and the two people he effectively curses with his love – Margaret Schroeder and Jimmy Darmody. Margaret and Jimmy are then, essentially, the closest we get to audience surrogates and their entanglements with Nucky (and the incidental leaders) manages to entertain and engulf the audience’s attention just fine most of the time. The second show, however, is the deceptively more interesting one. Here, we’re privy to subplots and characters that are usually only tangentially related to the super-plot and it’s three leads (Nucky, Margaret, and Jimmy). The most frustrating thing about the entire show is that these waste of time subplots are ultimately so well-produced and well-acted that they outshine the perfectly adequate A-plot. The handicap of a shorter-than-network, 12-episode season then hampers the writers’ ability to handle the payload of B-plots and many episodes are ended in almost shockingly unceremonious ways, specifically Agent Van Alden, who Spoiler literally runs away when the previous season’s crimes are uncovered.

Instinctively, I want to think of this ‘faulty’ structure as a real problem with the show, but in re-watching the second season for review, I realize that it sort of apes the structure of both historical true crime literature and modern crime/noir comics like Frank Miller’s Sin City (for popular context) or Ed Brubaker’s Criminal (the vastly superior series). Non-fiction books on mob crime often focus on a single true-life character, but aren’t afraid to branch off for a chapter or so on another character that has (or will) intersect with the main subject. Miller and Brubaker’s comics do something similar, often branching off for some time before coming back to the starting point or even featuring an amusingly incidental overlap between stories, something Quentin Tarantino also tends to do (in addition to telling his stories out of order). Boardwalk Empire rarely finds an even rhythm between its interlocking stories though, which stands as its major issue. Time is usually stopped between plotlines which doesn’t allow for much fun overlap and instead leaves us back in that place where we stop the perfectly effective super-plot for more entertaining subplots that aren’t really ‘important’ enough to get their full due. Perhaps these quirkier, often more satisfying moments should be given a standalone treatment? Such things have worked quite well for Breaking Bad and Mad Men lately.

Boardwalk Empire: Season Two
Of all the episodes in the second season, I think that episode five, Gimcrack & Bunkum, comes closest to perfect elemental balance. The second season begins to take a turn almost exactly halfway through when the ‘young bucks’ (Lansky, Luciano, Capone, and Jimmy) start to come together and Agent Nelson’s story finally crosses with Nucky’s, but even here Margaret’s story stops everything with a well-meaning, but ultimately dull escape-from-Catholic-guilt subplots. And then there’s poor Chalky White, who turns into…the token black guy. The writers do build to a pretty clear endgame that allows the second season to feel like a complete story without being a finished story. I just wish there was more cohesion, clarity, and drive here. The penultimate season two episode is a perfect example of what does and doesn’t work about the show – it’s impetuous and artfully treated, but there’s an overwhelming since of inevitability that robs the shock of its punch and the subplots trip over each other, robbing the artistry of some of its rhythm. Perhaps the real problem is that Boardwalk Empire attempts to ape that ideal blend of pulp and prestige that makes The Godfather and The Godfather II perfect epics. There’s no mistaking the impact of Francis Ford Coppola’s masterpieces on the series. There are countless cases of the series paying homage to Coppola, but this montage approach of the middle section of the final episode is clearly crafted in direct reference to the end of the first Godfather.

Aside from the obvious Coppola-isms, there’s definitely a bit of a ‘Martin Scorsese factor’ here that keeps me interested even when the show takes side-trips and dips in momentum, but this too mostly pertains to the stricter structure of the main storyline. Scorsese’s crime flicks aren’t usually wanting for screen-time and often cover long expanses of time, but ( Casino arguably withstanding) aren’t usually bogged down with side plots. This is obviously an inherent difference between the television and film formats, making one wonder if a more leisurely pace would be Scorsese’s preferred mode. The cinematic quality of each episode smells of the director, though the directors rarely directly ape his patented floating camera work. Rather, it’s the studious, often melancholic still compositions and subjective inserts that really recall Scorsese’s work. In the Coppola and Scorsese tradition, if there’s one thing Boardwalk Empire does better than any other show currently on television it’s brutal, stylish violence, continuing the long gangster movie tradition of creatively killing characters off. The violence takes many forms, from frank and disgusting to startling and even beautiful. There’s quirk and flavour to the violence including a scalping and a sloppy garroting that ends in severed fingers.

Boardwalk Empire: Season Two


HBO cuts no corners with this 1.78:1, 1080p transfer, spreading the season’s 12 episodes widely over five discs. According to specs (which are, you know, not necessarily true), Boardwalk Empire is mostly shot on Super 35 film and the image here preserves the intended filmic look, including all the fine grain. Harsh contrast and fine texture are not high among the show’s stylistic concerns. There’s a general softness to the bulk of the lighting schemes and any sequence that plays out in even relative close-up usually features an out-of-focus background. There are very pretty exceptions, like the dense forest backdrops featured in episode five, Gimcrack & Bunkum. The show utilizes common visual shorthand to create ‘period’ by making the base palette brown, dull, and washed-out. This faux-sepia isn’t exactly exceptional, but it works, and it looks quite rich here. Even when aired in HD on television, compression noise gathers around these consistently warm hues. The whole thing also appears more golden here in 1080p, which is more attractive than the more plain sepia tone. Green is still an occasionally difficult base shade, however, leading to some low-level noise effects in backgrounds, especially when said backgrounds are out of focus. Besides the rather sizable bump in warmth, the transfer also shines in terms of the more subtle differentiations in colour. The costume design takes advantage of the more delicate hue alterations by cladding characters in soft, dark blues that pop nicely against the sea of brown and yellow. The more substantial pops are red, though, specifically Chalky’s red jacket and Nucky’s ever-present lapel carnation. Black levels are strongest in harsher light, the softer sepias bleed into them a bit otherwise. Sometimes, the limitations of 35mm film rear their head in the form of edge enhancement, which is really the only problem with the transfer as far as I’m concerned. It’s not so much an issue when it comes to highly contrasting element edges, but the haloes that occasionally appear on facial lines are certainly distracting. This is most common in dimly lit sequences, not so much specifically dark sequences, where the image sharpness helps support the pin-lights.

Boardwalk Empire: Season Two


Boardwalk Empire is presented in rich and dynamic DTS-HD Master Audio 5.1 sound. The series is largely dialogue-based and the producers don’t over-exert themselves in terms of surround and stereo involvement, but there’s plenty of warm, basic ambience throughout and a handful of incredibly effective action beats. The season opens with a musical montage that is suddenly shattered by a massive shootout that rattles the channels with every manner of gunfire, from Gatling machine guns to rocketing pistols and throbbing shotguns. Another shootout in episode six, The Age of Reason, plays out more deftly with fewer, smaller-calibre weapons coming from various channels and enough silence between shots for the audience to fully absorb the directional experience. Music plays a huge role in the series too and is treated with real aural diversity. There’s not a lot of original score, most of the music is made up era hits. The source of the music dictates the way the music is treated. When coming from a phonograph or Victrola, it sounds appropriately tinny and moves throughout the channels based on the camera’s placement. Other sources include live bands and chanting strike workers, which feature a richer, authentically live sound, though the more omnipotent musical choices play the loudest and fullest. You certainly won’t hear Tin Pan Alley and vaudeville tracks sounding much better than this anytime soon.

Boardwalk Empire: Season Two


The extras begin with a series of commentary tracks spread over all the discs in the set. Disc one features commentary on episode one, 21, with creator/writer/executive producer Terence Winter, director/writer/executive producer Tim Van Patten, and actor Michael K. Williams. Disc two features commentary on episode five, Gimcrack & Bunkum, with co-executive producer/writer Howard Korder and actor Jack Huston. Disc three features commentary on episode seven, Peg of Old, with Korder, writer/co-producer Steve Kornacki, director Allen Coulter and actor Charlie Cox, and on episode eight, Two Boats and a Lifeguard with Winter, director/writer/executive producer Tim Van Patten and actor Steve Bucemi. Disc four features commentary on episode eleven, Under God’s Power She Flourishes with Korder, director Allen Coulter and actress Gretchen Mol. Disc five features commentary on the finale, To the Lost, with Winter and Van Patten. Every episode also features an in-episode character dossier, which pops up optional facts of each major character as he or she appears onscreen.

Disc four features Secrets of the Past: Storytelling in Episode 11, which is sort of similar to the Anatomy of an Episode extra that accompanied the Game of Thrones season two release and is basically a group commentary track featuring drop-ins and PiP pop-ups, that includes interviews with series creator/executive producer Terence Winter and Howard Korder, writer/executive story-editor Itamar Moses, executive producer/writer/director Tim Van Patten, writers Bathsheba Doran, Steve Kornacki, production designer Bill Groom, episode director Allen Coulter, set designer Carol Silverman, and actors Michael Shannon, Gretchen Mol, Aleska Palladino, Steve Buscemi, Shea Wigham, Kelly MacDonald, Charlie Cox and Paul Sparks, along with behind the scenes footage and photographs. As the title implies, discussion mostly revolves around the writing process of episode 11 and the season in general, including historical basis, research, character development, in-jokes, script meetings, and the production/cinemagraphic/direction processes. And, as with Anatomy of the Episode, these extras do pause the episode, making it run a bit longer (about 59:50).

Boardwalk Empire: Season Two
Disc five extras start with Living in 1921, an interactive historical timeline of sorts. This is divided into sections, each featuring their own video clips, photos, and text essays, as follows:


  • Ireland and Sinn Féin (3:30, HD)
  • The Rise of the Tommy Gun (Text)
  • Polio in the 1920s (2:00, HD)
  • A Frightening Epidemic (Text)
  • Recreating Brooklyn Tenements (2:50, HD)
  • Life of an Irish Immigrant (Text)
  • Power of the KKK (Text)
  • Heroin During Prohibition (2:10, HD)
  • Canadians and Prohibition (Text)
  • Memorial Day and the Poppy (1:50, HD)
  • A Day of Remembrance (Text)
  • Magdalene Sisters Asylum (Text)
  • Pinkerton Over the Years (Text)
  • Manny’s Butcher Shop (2:10, HD)


  • The Modern Woman (Text)
  • A Woman of Authority (2:50, HD)
  • A New Generation of Gangsters (3:20, HD)
  • Luciano, Lansky, and Siegel (Text)
  • Joe the Boss and Rothstein (2:30, HD)
  • Rothstein at the Races (Text)
  • The Enterprising George Remus (Text)
  • Waxey Gordon’s Life of Crime (Text)
  • The African-American Community (2:30, HD)
  • African-American Education (Text)
  • The Legendary Jack Dempsey (Text)


  • The Speakeasy (2:30, HD)
  • Liquor and Social Status (Text)
  • Dining Out in 1921 (Text)
  • A Trip to the Beach (2:30, HD)
  • Moral Standards of 1921 (1:50, HD)
  • The Bohemian Lifestyle (2:20, HD)
  • Marriage and the Roaring ‘20s (Text)
  • The Surge in Advertising (Text)
  • Battle of the Century (3:10, HD)


  • Fashion Trends of 1921 (3:10, HD)
  • Women’s Daily Attire vs. Formal Fashion (Text)
  • From Rags to Riches: Dressing Margaret (1:20, HD)
  • 1920’s Hair and Makeup (2:10, HD)
  • Garb of a Gangster (2:20, HD)
  • Nucky’s Signature Style (1:40, HD)
  • Dressing Chalky (1:30, HD)
  • The Gangster’s Home (2:40, HD)
  • Cozy Corners (1:30, HD)

    The Arts

  • The Golden Age of Theatre (Text)
  • Metaphysical Art (Text)
  • The Music of 1921 (2:30, HD)
  • The Rise of Radio (Text)
  • A Night at the Pictures (Text)
  • Literature of the ’20 (Text)

Up next is a couple of brief featurettes – New Characters (3:40, HD), a quick look at Owen Sleater and Manny Horvitz with actors Charlie Cox and William Forsythe, Updates to the Boardwalk (3:10, HD), covering set and production design updates – followed by The Money Decade (28:10, HD), a more substantial look at the historical era with series creators and cast, Anything Goes: A Biography of the Roaring Twenties’ author Lucy Moore, ‘Boardwalk Empire’ author Nelson Johnson, historian/author Burton Peretti, and ‘Get Capone’ author Jonathan Eig. The extras end with a promo spot for the season.

Boardwalk Empire: Season Two


Boardwalk Empire continues to plug along and work despite problems with story and character balance. It’s really difficult to put my finger on the exact problem after only having just absorbed this second season, but there’s no mistaking the show’s wonderful performances and brilliant, theatrical imagery. This Blu-ray collection looks great, minus a few blips in video quality, sounds plenty aggressive when necessary, and features a bevy of awesome extras covering both the series’ production and historical content.

* Note: The images on this page are not representative of the Blu-ray image quality.