New Jersey mobster Tony Soprano unexpectedly becomes short of breath and passes out at his son's birthday party. After his doctors were unable to find any physical problem, his collapse was diagnosed as a panic attack, and he was referred to psychiatrist Jennifer Melfi. In their first meeting, the two discuss the events that lead up to his collapse.

Tony begins detailing the day of his attack to Dr. Melfi but is initially uncooperative, expressing scorn for the institution of psychiatry and presenting himself as a 'waste management consultant'. He tells her about the stress of his business life - he has a feeling that he has come in at the end of something and describes a reverence for times past. Tony tells Dr. Melfi a story about a family of ducks landing in his pool and nesting there. He has a little stress in his home life with his daughter Meadow associating with a friend, Hunter Scangarello, that his wife feels is a bad influence. Later he mentions that his wife and daughter are not getting along. Tony also tells Dr. Melfi about the stress of training his "nephew" Christopher in the family business. After establishing the ground rules of what will fall under doctor-patient confidentiality, Tony opens up about his career, but keeps the violent details from the doctor.

Tony details the stress of caring for his aging mother, Livia, who is relentlessly pessimistic and cynical, at once demanding and resentful of assistance. He also mentions his wife's relationship with her priest, Father Phil Intintola, as a minor stress. By the end of their first session Dr. Melfi succeeds in making Tony admit he feels depressed but he storms out when she presses him further about the ducks.

Livia's derisive outburst when the family visit Green Grove, a 'retirement community' that Tony is attempting to place his mother in, prompts a second panic attack. This prompts Tony to return to Dr. Melfi and she prescribes Prozac for him. Tony does not attend their next appointment and when he bumps into her at a Vessuvio, he tells her the "decorating-tips" she gave him really work. Dr. Melfi's date is impressed by Tony and the fact that he got them a table when the hostess (Adriana La Cerva) indicated that there was a substantial wait.

At their next session Tony is still reluctant to face his own psychological weaknesses. Tony is quick to credit the medication for his improved mood but Dr. Melfi tells him it cannot be that as it takes six weeks to work - she credits their therapy sessions. Tony describes a dream where a bird steals his penis - Dr. Melfi extrapolates from this to reveal that Tony projected his love for his family onto the family of ducks living in his back pool and this brings him to tears, to his consternation. She tells him that their flight from the pool sparked his panic attack through the overwhelming fear of somehow losing his own family.

Throughout the episode the audience learns more about Tony's life than he is telling Dr. Melfi through the action shown in the flashbacks that is inconsistent with his dialogue with Dr. Melfi. Besides the violence one of the major things he does not expressly tell Dr. Melfi is that his wife knows he has been unfaithful and is resentful towards him because of this. When dining out with his Goomar Tony is greeted by the restaurant manager who tells him it is good to see him and it has been ages since he has eaten there - later he gives the same speech when Tony arrives with Carmela aiding Tony in covering up his infidelity. At this dinner Tony confesses to Carmela that he is taking Prozac and seeing a psychiatrist. Carmela, who thought that Tony was going to confess to adultery, is overjoyed and tells Tony that she is proud of him. Tony stresses that he only told her because she is the only one he is absolutely honest with, causing Carmela to scoff at him.

Tony's nephew and mob underling Christopher devises his own means of settling a dispute with a Czechoslovakian waste management company that rivals the Soprano family's own front business, Barone Sanitation; he lures out and kills the company's heir, Emil Kolar, in the backroom of Satriale's pork store. Originally planning to dump the body in a Kolar family garbage dumpster as an example, Christopher instead takes the advice of longtime family soldier "Big Pussy" Bompensiero, who advises him to bury the body and avoid police investigation, while tacitly intimidating the Kolars. The Kolar's drop their rival bid following the disappearance of Emil.

Tony shows his chops as an inventive mob leader by beginning a new enterprise inspired by his MRI scan. Mahaffey, a compulsive gambler who owes money to Tony, is intimidated into making false claims to pay out to the organisation in order to cover his debts. Herman "Hesh" Rabkin an old friend of Tony's fathers advises Tony on this scheme and of some problems with his Uncle Junior, who feels jealous of Tony's (and Tony's father's) ascendency in the organization.

Tony’s Uncle Junior wants to kill the turncoat Little Pussy Malanga in Artie Bucco’s restaurant, Vesuvio. Tony, childhood friends with Artie, fears that a mob hit in his friend's establishment could damage Artie's business. After Junior refuses to have the killing in another location and Artie's wife demands that Artie reject Tony’s offer to leave town for a weeklong cruise, Tony has his right-hand man Silvio Dante set off an explosion in Artie’s restaurant, in the hopes that Artie can claim insurance money without becoming any the wiser of the gangland conflict. Tony instructs Silvio about his plan at their daughter's volleyball game showing the stark contrast between his life as a loving father and a violent criminal.

At the Birthday party Tony's crew comfort Artie about the loss of his restaurant and Tony tells him he'll always help him. Chris becomes angry and storms off - Tony presses him and discovers he is annoyed that he is not receiving more recognition for his input on the Triborough Towers garbage conflict. Tony apologises to Chris saying he was parented by never being complimented or supported. Chris pushes Tony too far by talking about script offers from Hollywood and he shows his short temper by grabbing him but quickly his good mood returns and it seems all is well with his world.

However, giving Livia a ride to AJ's rescheduled birthday party, an embittered Junior floats the idea of eliminating Tony if he continues to interfere in his business. Significantly, his mother's reaction is to silently look the other way.