Nancy Marchand certainly knew how to pick her TV roles: she won four Emmys for playing Mrs. Pynchon on Lou Grant, appeared on Cheers as Frasier Crane's mother and ended her career with the first two seasons of The Sopranos, for which she won a Golden Globe and received her last two Emmy nominations. Unfortunately, she passed away before production on the show's third season had begun, requiring David Chase to revise the whole outline for the series (originally Series 3 was centered around the possibility of Livia Soprano testifying against her son in court).
As such, the episode opens with one last scene between Tony and his mother (the sequence was achieved with CGI trickery), before cutting to the boss suffering another panic attack. The trigger of the event, however, is not Livia but Meadow's new boyfriend, whom Tony despises for being half African-American and half Jewish. He doesn't have much time to express his anger, though, as the family soon receives a call announcing Livia's death. New problems ensue at the funeral, as Janice (Aida Turturro) initially refuses to show up out of fear she might be arrested (she famously murdered her crazy lover Richie Aprile in Episode 25) and tensions manifest between Tony and one of his captains, the potentially dangerous Ralph Cifaretto (Joe Pantoliano).
It is the latter character who somehow dominates the events of Season 3 (and 4, for that matter), spitting obscenities at whoever he pleases and caring absolutely nothing about the consequences of his actions. Pantoliano, no stranger to villainous roles (The Matrix and Memento above all), retrieves the cheekier side he showed in comedies like Risky Business and Midnight Run and merges it with a latent psychosis that helps craft an instantly compelling colorful persona.
At the end of it all, though, the episode is entirely in Marchand's hands, despite the fact she was already dead when it was filmed. Okay, so her "final scene" looks quite bad (you can tell it's a lookalike on whom a digital image of the actress has been superimposed), but the energy, wit and cruelty Marchand displayed in 26 episodes as the calculating Soprano matriarch more than make up for that one flaw, lending the central section of Proshai, Livushka ("Farewell, little Livia" in Russian) an almost solemn atmosphere. A fitting goodbye to an excellent actress.
