Twenty years later and the smell of that burning TV still lingers. Honestly, when people talk about the "Golden Age" of television, they usually point to The Sopranos as the catalyst, but they often gloss over the mid-game grind that actually made the show legendary. Take Rat Pack, which is the second episode of the fifth season. It’s not an "action" episode. Nobody gets their head blown off in a spectacular mid-day hit. Instead, it’s this slow, methodical tightening of the noose. It’s about the "Class of '04" coming home from prison and the realization that the world they left behind doesn't exist anymore.
Tony Soprano is at a crossroads here. His marriage to Carmela is essentially a smoking crater. He’s living at his mother's old house, eating cereal out of the box, and trying to manage a crew of ex-cons who think it’s still 1984. If you want to understand the downward spiral of the final two seasons, you have to look at The Sopranos season 5 episode 2. It sets the table for every betrayal that follows.
The Class of '04 and the ghost of Feech La Manna
The episode introduces us to the heavy hitters returning from long stretches in the "can." We’ve got Phil Leotardo—who will eventually become the bane of Tony’s existence—and Tony Blundetto, played by Steve Buscemi. But the real friction in this specific hour comes from Feech La Manna. Robert Loggia played Feech with this terrifying, gravel-voiced intensity that felt genuinely dangerous. Feech is a "made" guy from the old country, a man who remembers Tony as a kid. That’s a problem.
Tony is the boss, but to Feech, Tony is just Johnny Boy’s kid.
There’s a scene at the back of the bakery where Feech starts telling these long, rambling stories about the old days. Everyone is laughing, but you can see the look on Tony’s face. It’s a mix of boredom and genuine threat. In the mafia, respect is the only currency that doesn't deflate, and Feech is spending Tony’s currency by hogging the spotlight. It’s a brilliant bit of writing by Matthew Weiner and Terence Winter. They show us that the greatest threat to a mob boss isn't necessarily a rival family; it’s the lack of ego-stroking from his own subordinates.
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The title Rat Pack is a double entendre, obviously. On the surface, it’s about the memorabilia Tony receives—a painting of Sinatra, Dean Martin, and the crew. But underneath, the episode is crawling with literal rats.
Adriana La Cerva and the unbearable weight of the FBI
Watching Adriana in this episode is genuinely painful. Drea de Matteo does some of her best work here, portraying a woman who is physically vibrating with anxiety. By this point, the FBI has her completely cornered. Robyn Sanseverino, her handler, is pushing for "names and dates," and Adriana is trying to offer up scraps that mean nothing.
She brings up the "movie night" with the mob wives. It’s almost pathetic.
She’s trying to protect Christopher, but she’s also trying to protect a lifestyle that is killing her. There is a specific moment where she’s sitting with Carmela, Rosalie Aprile, and the rest of the women. They’re talking about "Joe Bananas" and the history of the mob, and Adriana realizes she’s a ghost among them. She’s already gone. She just doesn't know it yet. The irony is that while the men are worried about "rats" like the newly released ex-cons potentially flipping, the biggest leak in the organization is sitting right there, eating baked ziti and crying over a wedding magazine.
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Tony Blundetto’s "Straight" Ambitions
Steve Buscemi’s entrance as Tony B is one of the most important shifts in the show’s DNA. Tony Soprano loves his cousin. He feels a massive amount of guilt because he wasn't there the night Tony B got busted for the hijacking. Tony had a panic attack; Tony B went to jail for fifteen years.
In Rat Pack, Tony B claims he wants to go straight. He wants to be a massage therapist.
The look on Tony Soprano’s face when his cousin mentions "massage therapy" is priceless. It’s a mix of condescension and genuine confusion. To Tony, there is only one way to be a man, and it involves "the life." He tries to be supportive, but he’s already subconsciously sabotaging his cousin. He wants Tony B back in the fold because he needs someone he can trust—or someone he thinks he can trust. This dynamic is the engine that drives the entirety of Season 5. It’s a tragedy in slow motion.
The Carmela Problem
While the boys are playing gangster, Carmela is navigating the wreckage of her separation. This episode highlights the sheer loneliness of her position. She’s trying to move on, but she’s tethered to Tony by finances, children, and a social circle that only exists because of his stature.
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She has a brief, flirtatious encounter regarding her house construction, but it’s tinged with the reality that she’s "the boss’s wife." Even when he’s not in the house, Tony’s shadow is everywhere. The separation isn't a liberation; it’s a different kind of prison. The show refuses to give her an easy out, which is why it feels so much more authentic than other "mob wife" portrayals. It’s messy. It’s expensive. It’s humiliating.
Why the ending of Rat Pack still haunts fans
The episode ends with a montage set to "Undercover of the Night" by the Rolling Stones. It’s a quintessential Sopranos ending. We see the various players moving into position. We see the FBI watching. We see Tony alone in his big, empty house.
The genius of The Sopranos season 5 episode 2 is that it doesn't try to be a climax. It’s a transition. It’s about the realization that things are getting "old." The jokes aren't funny anymore. The stories are repetitive. The loyalty is thin. When Tony looks at that Rat Pack painting, he isn't seeing a group of cool guys in suits. He’s seeing a world that is dead and gone.
Actionable insights for a rewatch:
- Watch the eyes: Pay attention to Tony’s eyes whenever Feech La Manna is talking. You can see the exact moment he decides Feech is a problem that needs to be "handled."
- The soundtrack: David Chase is a master of music. The Stones track at the end isn't just a cool song; it’s a commentary on the "undercover" nature of everyone’s lives in this episode—from Adriana to the FBI to Tony B’s fake desire for a "normal" life.
- The Tony B/Tony S dynamic: Look for the subtle ways Tony Soprano asserts dominance over his cousin while pretending to be the "benevolent" provider. It’s a masterclass in manipulation.
If you’re revisiting the series, don't skip the "slow" episodes. Rat Pack is where the foundation for the series finale is actually poured. It’s about the impossibility of change. Whether you’re an ex-con trying to go straight or a mob wife trying to find her own identity, the "family" always pulls you back in. That’s not just a plot point; it’s the thesis of the whole show.
To truly grasp the stakes, keep an eye on the power balance between New Jersey and New York. This episode marks the beginning of the end for the peaceful coexistence between the two families, as the "Class of '04" brings old grudges and new appetites to an already crowded table.