Funhouse (2.13)

Tony falls ill and dreams of a talking fish who
reveals Big Pussy’s big secret.
Tony is arrested for possession of stolen airline tickets
but returns home in time for Meadow’s graduation party.

Episode 26 – Originally Aired April 9, 2000
Written by David Chase and Todd Kessler
Directed by John Patterson


We spend a good portion of the episode within the “funhouse” of Tony’s mind — we see his dreams.  There are 6 dream sequences that play out over the first half of the episode, ranging from 10 seconds to 3.5 minutes.  They comprise only about 1/5 of the episode’s running time, yet they are some of the most memorable and talked about scenes of the entire series.

Dream sequences on The Sopranos are sometimes quite challenging to understand (and can really test the patience of those viewers who are not fans of the sequences).  David Chase acknowledges the disapproval of some viewers in an interview with Martha Nochimson (see the appendix of her book Dying to Belong) but explains why he included the dream sequences in this particular episode:

…people say “What the fuck are these dreams doing in my gangster movie?”  Well, from the get-go, this is a story about psychology…so much of psychotherapy has to do with dreams.  But because its a psychological show, the dreams often have to be interpreted.  Because they have to carry a point.  And so — “Funhouse.”  That came about because I couldn’t bear the fact that we were going to have to do some kind of procedural in which Tony found out Pussy was a rat.  Like  he was going to have to call up some cop, or some guy would come to him and then he’d follow up on the lead.  And they’d stake out Pussy’s house.  And they’d follow him to the FBI.  Blah, blah.  I fucking would have wanted to kill somebody.  So I thought, “How can he just know it?”  Can’t we skip all that crap?

Although the dreams are strange and nebulous and defy formal interpretation, Prof. Maurice Yacowar has done well to look at how the dreams bring Tony to the point of revelation.  I’m adding a couple of my own observations to his analysis:

  • Dream #1: Tony has been diagnosed with a terminal disease and decides to immolate himself.  (It’s as though Pussy’s betrayal is something cancerous, and an enormous sacrifice is necessary to get rid of it.)  Just before he sets fire to himself, Tony asks, “Where’s Pussy?”
  • Dream #2: Silvio repeats the Godfather line: “Our true enemy has yet to reveal himself.”  A minute later, Tony shoots Paulie.  (The true enemy is still hidden — Tony shoots the wrong guy.)  We are led to believe that Tony wakes up now and heads to Dr. Melfi’s office but, nope, he’s still dreaming.  Melfi and Italian beauty Annalisa (two women that Tony finds attractive) merge into one.
  • Dream #3: Tony asks Chris, Adriana and Furio where Pussy is.  They drive off in a tiny car, perhaps to look for him.
  • Dream #4: Back in Melfi’s office, references to Pussy and pussy merge together.  When Tony says, “I got Pussy on the brain, I always do,” we can’t be sure which “pussy” he’s referring to.
  • Dream #5: Full revelation finally comes when Pussy appears as a fish and confesses that he has been working for the FBI.
  • Dream #6: In a 10-second sequence, Tony and his family sit down at the dinner table and celebrate his purchase of a boat and Meadow’s decision to go to Columbia University.  (Now that he has rooted out and squashed Pussy’s betrayal, his family and his lifestyle are safe once again.  So safe, in fact, that the scene looks and sounds like something out of Leave it to Beaver, rather than the typical Soprano dinner marked with sarcasm and backbiting.)

Chase possesses a high degree of alchemy, he transforms an episode that should have been a simple procedural into a magical and surreal funhouse.  It is a very evocative episode.  As always, Chase uses subtle connections and associations, both internal and external to the episode, to evoke our thoughts and emotions.  The most notable external connection is to The Godfather: Big Pussy’s appearance here as a fish may very well be a reference to the famous “Luca Brasi sleeps with the fishes” scene.  We might remember that Chase made another permuted reference to this same Godfather scene in last year’s season finale, when Chucky Signore was sent to sleep with the fishes with a gun pulled out of a fish:

Chuck Signori sleeps with the fishes - sopranos autopsy

An internal connection between “Big Pussy” and “fish” is made at the Indian restaurant when the moving camera captures both man and fish in the same scene:


It is during this scene that we first hear the Rolling Stones’ powerful “Thru and Thru.”  The use of non-diegetic music like this is very rare on the series, it violates the usual realism of The Sopranos.  But in this surreal and dreamlike episode, the violation works.  This scene also introduces Indian food into the story, which is seemingly what sickens Tony and precipitates his hallucinatory dreams.  But is it really the food?  We’re not so sure when Tony awakens in the night with dark thoughts on his mind:

Tony: It’s all a big nothing.
Carm: What is?
Tony: Life.
Carm: That’s your mother talking.

Carmela is correct — Livia uttered those exact same words in “D-Girl.”  At first, Tony believes that his sickness is purely physical. “It’s not my fucking head, it’s my stomach,” he says while running to the toilet.  Carmela gives Tony Coca-Cola to calm his stomach.  (Michael Grnybaum notes that Coke is “a quintessentially American consumer food product that represents a return to the familiar” after Tony indulges in the unfamiliar Indian food.)  But it is not food poisoning that actually antagonizes Tony.  The feelings of meaninglessness that continuously lurk in Tony’s psyche are now ignited by his subconscious knowledge of Pussy’s betrayal.  In the Nochimson interview I excerpted above, David Chase talks of this subconscious awareness needing to be vomited out — Tony must purge it in order to be healthy again.

Pussy Bonpensiero also needs to be purged from the Mob in order for the north Jersey famiglia to be healthy again.  His final scene of the series is a heartbreaking one.  We have become fond of Pussy, he is sort of the mob version of Santa Claus: jolly, likable, big-boned and big-hearted.  There was a light-heartedness about him which sadly dissipated as the pressure of being a mob informant built up.  But his light-heartedness appears once again aboard the boat where he spends his final moments.  Despite knowing the jig is up, he jokes with the guys as they knock back some good tequila.  (Some bullshit sugarless soda will not be Pussy’s final drink, as it was for Matt Bevilaqua.)  We hope that he will somehow get a pass, but of course he doesn’t.  Pussy is killed by his friends and his body is unceremoniously dumped into the ocean.  If we didn’t know it before, we certainly have learned a rule of SopranoWorld now: Anyone Can Die.


The decision to shoot the dream sequences in Asbury Park was an inspired one.  The deserted boardwalk and rundown buildings beneath skies of gray give the scenes a fittingly desolate quality.  The proximity of the ocean ties into Pussy’s watery grave (and his appearance as a fish).  The strange murals and buildings of the amusement area heighten the wacky, surreal tone of the dreams.  The episode ostensibly gets its title from the famous Palace Amusements, an indoor amusement park (funhouse) which was one of the most well-known buildings on the Jersey shore.  We get a view of it and its renowned “Tillie” mural behind Tony:

tillie - asbury

Palace Amusements operated for 100 years.  It was added to the National Register of Historic Places, but was still somehow demolished in 2004.  (The Tillie murals seem to have survived but several dozen other historical artifacts were destroyed either in the demolition or in subsequent years.)  The Asbury Park boardwalk today has the feeling of a place that is past its prime.  It has seen its heyday.  Once upon a time, this town was a rock-n-roll mecca.  In fact, Springsteen’s first album was named Greetings from Asbury Park, N.J.  Here is The Boss himself on the boardwalk (you can see Palace Amusements in the background):

The Boss

Back in those days, Springsteen was the poet of a tough, blue-collar, workhorse ethic that New Jersey personified and the country admired.  But he’s an old man now.  The qualities that he celebrated are qualities that we are no longer very proud of, as white-collar jobs squeeze out more and more blue-collar workers.  The decline of Asbury Park seems to mirror the decline of New Jersey.  NJ was once the proudly quintessential blue-collar state.  Its industrial and manufacturing base was a lifeline to the nearby mega-cities of Philadelphia and New York.  In our cultural psyche, New Jersey supplied a brawny, working-class toughness to the entire northeastern region of the country, without which the Northeast is somewhat emasculated in comparison to the defiant South, the pioneering West and the self-sufficient Midwest.  But now, as our middle class shrinks, so does our respect for working class values.  In our cultural imagination, NJ has become little more than “the armpit of America.”  The decline of New Jersey feels representative of something that has been diminishing in the U.S as a whole.  All of this ties in to the angst that Tony voiced in the Pilot — the feeling that he has come in at the end of something.  Our best days are behind us.  The shooting locations in Asbury Park effectively add these poignant undertones to this brooding, sorrowful episode.

Like many episodes, “Funhouse” shows both the ups and downs of Tony’s life.  Some of the ups: Tony gets back into Carmela’s good graces after last episode’s dustup by buying her a sable coat; Tony grins like any proud father would when his daughter receives her high school diploma.  Some of the downs: Tony gets the usual agitation from Livia; Tony is arrested (in front of Meadow and her friends) for possessing stolen airline tickets.  But in Melfi’s office, the doctor recognizes that there is more going on in Tony’s life than the usual ebb-and-flow.  She senses an immense sadness hidden behind Tony’s buoyant façade.  He refuses to talk about his profound sorrow, acting like a buffoon instead, laughing, singing and joking.

In the final scene, at Meadow’s graduation party, the camera pans through the party crowd.  All of Tony’s loved ones are there – all, obviously, except for one.  (Angie Bonpensiero, unaware that her husband lies at the bottom of the sea, criticizes him for being absent.)  The party scene is intercut with several shots of vice and criminal activity taking place around New Jersey.  It’s all just business as usual.  Meadow is ecstatic, Pussy is dead and Tony smokes his cigar while the mob’s enterprises continue unabated.  Sadness accrues but life goes on.  The season closes on an image of the ocean, Pussy’s final resting place.  The tide rolls in and rolls out, it too continues unabated.  The ocean-imagery harkens back to the earlier seaside shots in Asbury Park, that place once associated with vibrant blue-collar music and entertainment, but now conjures thoughts of aging and decay.  The Stones’ “Thru and Thru,” with Keith Richard’s lonesome voice and sparse guitar, plays like a mourning dirge.  The song is both a lament for the recently dead and an elegy for something that is lost in America, something that may never be regained.


In 2013, I decided I needed to watch The Sopranos again as I was getting ready to start “Sopranos Autopsy.”  I had just finished watching “Funhouse” and was gathering my thoughts, notes and quotes for the episode when a friend contacted me with the news: Ja
mes Gandolfini had died of a heart attack in Rome earlier in the day.  I was shocked and saddened like every other Sopranos fan across the globe.  Gandolfini managed to stand-out in the Sopranos’ impossibly stellar cast.  He breathed life into the most complex character in the history of television.  I don’t know if anyone else on earth could have brought Tony Soprano to life the way that he did.  Tributes to Gandolfini—the man and the actor—poured in from all directions.  Gov. Chris Christie ordered NJ public buildings to lower their flags to half-staff.  David Chase released a statement:

He was a genius. Anyone who saw him even in the smallest of his performances knows that. He is one of the greatest actors of this or any time. A great deal of that genius resided in those sad eyes. I remember telling him many times, “You don’t get it. You’re like Mozart.” There would be silence at the other end of the phone. For [wife] Deborah and [children] Michael and Liliana this is crushing. And it’s bad for the rest of the world. He wasn’t easy sometimes. But he was my partner, he was my brother in ways I can’t explain and never will be able to explain.

It’s a strange experience to watch your favorite movies and TV shows again.  When I first saw “Funhouse,” I think I was too mesmerized by the cleverness of the dream sequences to fully feel the melancholy that fills the episode.  The cleverness lost its novelty with each subsequent viewing, however, allowing the melancholia to come through stronger and stronger.  And now I will forever associate “Funhouse” with Gandolfini’s passing, and I think it will be a long time before I can watch it again.



  • Douglas Howard, in his essay “No Justice For All,” believes this episode supplies an important clue in understanding the final cut-to-black at Holsten’s Diner.  The montage that closes “Funhouse,” he writes, “is Chase’s truer statement of the future of the Sopranos and organized crime.”  The montage shows that despite anything else, life always goes on: parties are held, people pursue their vices, criminal enterprises are initiated or abandoned, the mob finds ways to profit.  “Regardless of what happened to Tony that night in the restaurant,” Howard continues, “this is the truth that, in the larger scheme of things, remains beyond the darkness, and this is the truth that, on an aesthetic and thematic level, does The Sopranos the most justice.”
  • The Ups and Downs of mob life: Pussy the fish tells Tony that he was upset that he got “passed over” — we might remember that Paulie was promoted over him in episode 2.05.  Chris now gets the good news that he’s being promoted — he will finally be a made man.
  • The episode’s Asbury Park scenes perhaps make this the right time to mention an important note about Steven Van Zandt.  He had the good fortune to be closely involved with two of the greatest contributions that New Jersey has made to American art: The Sopranos and the music of Bruce Springsteen & the E-Street Band.  Van Zandt made his bones in the Jersey shore music scene, and was a founding member of The Asbury Jukes.  He had no acting experience prior to playing “Silvio.”  David Chase was impressed by Van Zandt’s screen presence as he inducted The Rascals into the Rock & Roll Hall of Fame and asked him to join the cast.  Van Zandt agreed to play a part on The Sopranos, but only if a new role was created expressly for him — he did not want to take a job away from the working actors who were auditioning for Sopranos roles.
  • Director John Patterson and David Chase met each other at Stanford’s film school in the early 1970s.  They were close friends and Patterson felt that he knew Chase’s mind very well.  Perhaps that is why Chase tapped him to direct every season finale until his death in 2005.



33 responses to “Funhouse (2.13)

  1. I wanted to ask for your opinion, since you speak of Jim Gandolfini the actor in this synopsis. Respectfully, do you think that he became so closely associated with with his character(TS) that in-turn it was all consuming and thus precipitated his early passing? I seem to remember reading an article after his passing that during production he would sometimes disappear for days from the production but then resurface to resume filming the Sopranos(might have been in People magazine). I surmise that his appetites might have gotten the best of him. I know people say he was a gentle man when out of character, however, it seems that he played a preponderance of “badies” or tough characters in his movies(at least before and even during the years of Sopranos). My personal opinion is that people act best when they are portraying their true nature. I know that one of his earliest jobs was bartender/bouncer in NY clubs, you have to have a certain amount of angst to fill that job title. I know actors often get type-cast and have a hard time “breaking the mold”.


    • I think it’s very possible that Jim’s appetites may have contributed to his early death, but I also think its often very difficult—or impossible—to pinpoint a precise cause of death. Although Jim channeled his own well-documented angst (and toughness and gentleness and slyness and easy-goingness) into Tony Soprano, we just can’t know the extent to which Jim did or did not identify with Tony off-camera. Soon after his death, the NY Post painted a picture of Jim’s last day as one that Tony would be proud of, a day spent consuming copious amounts of food and alcohol. But Dan Bischoff (in his biography of Jim) points out that the Post article may not have been well-sourced and that the Gandolfini family has refuted the Post’s description of Jim’s final day. Sure, Jim may have identified with Tony a little too much for his own good – but it’s even more likely that we are the ones that can’t stop identifying Jim with Tony.


      • After Jim’s death at 51, Chris’s line toward Tony “The way you fuckin’ eat, you’ll have a heart attack by the time you’re fifty” said during Cristofer’s drug intervention became fateful. I’m sad.

        Liked by 1 person

  2. As a trivial aside to your excellent article I think diet coke was the last thing matt has to drink before tony and puss shot him, so Tony’s fever is linked to death ( of pussy) which is linked to diet coke and back to pussy again……the cruel irony.


    • Matthew Bevilaqua’s last drink was a diet Fanta. (although Fanta was created by Coca-Cola company)


    • With Cola I think you guys digging to much – The one thing I don’t like on Sopranos is tons of Coca-Cola product placement. (Have you ever seen Pepsi on the series?) Also it’s a lot of Snapple and Tropicana juice (which I don’t mind because of masterpiece scene where Tony doesn’t like this much pulp and Carmela throws a phone at him).

      Liked by 1 person

      • A lot of people have noticed that about the Coca-Cola. But I dunno, it may just be a realistic reflection of how actual households are — in my house you’ll find Coke but never any Pepsi..


  3. “pussy” is also stereotypically said to smell like fish – another connection between Pussy and fish

    Liked by 3 people

  4. “Well, from the get-go, this is a story about psychology…so much of psychotherapy has to do with dreams. ”

    I have to call BS on Chase here. I’ve been in therapy for years, with several different therapists (as I’ve moved across country several times). Dreams have never been a factor in my sessions. These days dream interpretation is only a part of psychotherapy in the movies and TV. But they serve a need in film by allowing the story to convey information visually.


  5. Good points about Jersey’s working class culture giving the Northeast a masculine image. Here in Northern California, we had Oakland. But now everyone just mocks Oakland’s poverty and the obvious racial makeup of the city, even though Oakland still breeds tough people with blue collar attitudes. Since the 80s we’ve been brainwashed to view anything that’s not upper middle class, white collar (or better) as failure.

    Liked by 2 people

  6. I’ve had dreams that turned out to be true, too. It’s coincidental, I’m sure. I’m not a big believer in supernatural things. Aren’t most of our dreams based on things we’re already stressed out about? Tony knew Pussy was a snitch at the end of season 1. He just didn’t want to believe it. He knew the FBI could easily put together the alibi of Pussy’s whereabouts, even put together a record of Pussy having been at these places so when someone like Paulie checks up on it, it all checks out. Tony also knew that any wiseguy that rats will also ride the fence and still commit gangster acts that he’s not supposed to, right up to gunning down Matthew Bevilaqua. He knew about Pussy. Knew it all along. He was just in denial of it because it hurt him so much. With Richie Aprile out of the picture, the suspicions of Pussy came back to the forefront of his thoughts, and the dreams were a psychological reaction.

    Liked by 3 people

  7. Ever since this aired, I’ve for some reason felt like this was the last episode. Utterly no logic to that.

    Liked by 1 person

  8. Hey! Excellent analysis as always. I hope one day you complete your writing about the series and publish it! Just wanted to highlight that Tony mentions a six-armed goddess during his bout with food poisoning which could be Kali, “the black one,” who destroys evil forces…
    (cut to black).

    Liked by 1 person

  9. I want your opinion. Do you think there is a connection between this episode and the last episode?
    I know it’s crazy, but I noticed the phrase “Drive safely” in the opening,(00:00:45″)(Tony is driving in a freeway). It always stuck in my mind. in the graduation scene, tony has a little chat with David, who wants to go to work in a ranch. and it’s the last thing that says to him: ” Drive safe”.


  10. After the Melfi dream sequence, someone asks why is he smiling, and though we are privy to why he’s smiling i thinks chase gives us another answer to that it’d being “pussy” that is on his mind which is when Tony awakes first person he sees is his neighbor Cusamano aka “Cooz” the other term for “pussy”.

    am i reading in to it to much ?

    Liked by 2 people

  11. There’s a theory on the Internet that Paulie was another member of Tony’s mob who was an informer. This episode somewhat (although probably inadvertently) supports this theory, in that the idea is again put forward that “Our true enemy has yet to reveal himself”, and given that Tony already suspected Pussy by this point, the quote could mean there was still another mobster (Paulie) who was an enemy. Perhaps significantly, when the line is repeated in this episode, it’s followed by Tony, in his dream, shooting Paulie. I also noted that in this episode when Pussy is definitively identified as the rat, he’s wearing white sneakers (and I believe he wears them on previous episodes as well), and towards the end of the series Paulie is also shown several times wearing white sneakers. Probably none of this means anything, and is just coincidental, like a contemporary “Paul is dead” theory, and the actor who played Paulie (and was himself an actual member of the mob before accepting this role) stipulated he’d accept the part only if his character never became a rat on the series, but it is worth mentioning.

    Liked by 1 person

    • The only thing that supports this is Tony shooting Paulie in a dream. If Paulie was an informant, he wouldn’t have spent 4 months in a Youngstown jail.

      Liked by 2 people

    • I really doubt that theory because of Soprano crew was investigated by one big group of FBI agents. We see many scenes them working with Pussy, Adriana, Ray Curto, etc, and Paulie was never even mentioned.


    • “Paulie is dead.” Tony Sirico died in a car accident before season 2 and was replaced by the actor who used to play “Eddie Munster.” Most people never noticed. The truth is out there…


  12. Re-watched the Pilot the other day, and noticed that it is Pussy that corrects Chris’s mis-pronouncing of Luca Brasi, and says the iconic quote “Luca Brasi sleeps with the fishes.”

    Liked by 1 person

    • Hmmm interesting… that’s probably a coincidence considering Chase wrote that Pilot years before he had an idea what Season 2 would look like, but its always possible he was thinking of that when he decided to have Pussy sleep with the fishes…


  13. You may have just narrowly missed this, but when you captioned Bruce’s photo “Here is The Boss himself on the boardwalk”
    I thought to myself, that Chase is too much! In these dream sequences, HERE is the Boss (Tony) on the boardwalk.


    • Hahaha I didn’t think of that connection here, but you’ll see that I do connect Boss Springsteen and Boss Soprano in the 6.03 write-up (I’ll be posting it in a day or two). I wouldn’t be surprised if Chase was indeed referencing Bruce on the boardwalk, especially considering his deep knowledge of rock-n-roll history…


  14. David J Noone

    I know you are a fan of Whitecaps, but I think this finale is the best of the entire series. Perhaps “All Due Respect” is close. The use of music was awesome. I enjoyed the overall melancholy tone of this episode. Excellent, creative dream sequences. Hearing this on full surround sound you hear some interesting things in the background. I felt the same way after Jimmy passed, I didn’t watch this show for at least 2 and a half years after. Watching these episodes years later makes me appreciate Jim’s acting so much more. He definitely made this show what it is, no doubt. I think this season overall is the best the show had to offer and is my favorite season of the series. The show was not hugely popular yet. I do feel season 5 may have been better, but I find myself watching these episodes more. As you stated, the show begins to take a turn as the seasons progress. I wont say a good or bad turn, just a turn and the show become a bit “different.” I enjoyed the 2 seasons of the Pussy character, but he had to go..:-( Great Analysis.

    Liked by 1 person

  15. “The use of non-diegetic music like this is very rare on the series, it violates the usual realism of The Sopranos.”

    Is that really the case? I feel like there’s plenty of examples where non-diegetic music is used, like the opening scene a few episodes prior with Christopher in the hospital, or season 3 premiere with the Peter Gunn/Every Breath You Take mashup, or the FBI cork board montage that closes S01E06, or that strange music that begins when Christopher is telling the D-girl and Jon Favreau his story about the woman having acid splashed on her. I’m sure there’s more.

    In your travels (thank you for the site by the way), have you been keeping track of all of the musical references throughout the show? And if so when you finish your compendium can you publish a list so we may bifurcate it into diegetic and non-diegetic uses?


    • It’s true that Chase uses very memorable songs from time to time, including those examples you mentioned. But The Sopranos has very little non-diegetic musical scoring compared to many TV shows. (I can’t listen to the incessant background music of The Walking Dead without wanting to punch my TV.) I believe The Sopranos has zero original non-diegetic music, with the exception of “Return to Me” in 3.12, which Bob Dylan recorded specifically for the show. This website probably has the best listing of music on the series, although it doesn’t divide it into diegetic vs. non-diegetic:


  16. Have you noticed the weird, squeaking sounds in the background in Funhouse and throughout the entire series, whenever Tony is dreaming something creepy? My closed captioning says it’s, “ducks quacking” but I don’t know…


    • Haha ducks would somehow be fitting but I don’t think so either.. I thought the sound was meant to evoke creaking piers or the boardwalk but it definitely adds a creepy dimension. The other notable example is in episode 4.06 when the creaks within Tony’s dream evoke the sound of a ceiling creaking from the weight of a hanging suicide…


  17. One little point just occurred to me… on the boat when Pussy is talking about the acupuncturist in Puerto Rico, he says, “I’d eat her out.” In Boca, the whole story was about how mobsters DON’T do that…
    It seems Pussy was just breaking all the rules!! 😉

    Liked by 1 person

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