SPOILER ALERT: This article contains spoilers for “The Penguin” Episode 7, “Top Hat”

Things go off the rails in “The Penguin” Episode 7, with Oz’s drug operation that’s hidden in the abandoned trolley tunnels in jeopardy, along with his mother.

But first…

This week’s penultimate episode of HBO‘s DC series begins with a flashback of Oz and his brothers as children, the first time in the series we have seen his brothers alive. They live with Francis, their mother, in an apartment, with their mom making a living doing the books for Rex Calabrese, the local gangster Oz had spoken about so glowingly in Episode 1.

Their mom sends them out one afternoon, where the kids run into Rex. He slips them $50 to give to their mom once they get home. The boys decide to go play flashlight tag in the abandoned trolley tunnels. Oz is tagged “it” first, with his brothers climbing down a ladder in one of the tunnels. Due to Oz’s bad leg, he can’t get down the ladder. They apologize, but Oz’s feelings are hurt, so he locks them in one of the tunnels and heads home. He lies and tells their mother that they went to the movies with the money Rex gave them. In reality, they drowned in the tunnel after it floods in a torrential downpour.

In the present, Oz returns to the abandoned apartment he’s been sharing with his mother and Victor, only to find his mom gone and Vic knocked out. He hears Sal Maroni and Sofia’s goons coming, so he sends Vic to get reinforcements. Sal, still enraged at how Oz murdered his wife and son in Episode 5, begins to beat Oz savagely with a golf club.

“At this point, Sal has tunnel vision,” said Clancy Brown, who plays Sal Maroni, in an interview with Variety. “All he wants to do is kill Oz. If he could shoot Oz in the head, and then somebody shot [Sal] in the head, he would die a happy man. He is just is so full of rage and hatred for for Oz Cobb at that point, I don’t think anything else exists. I don’t think he has any designs to take out Sofia and he doesn’t care at all about the Gigante and Maroni alliance. I don’t think he cares a whit about that. He’s just using that in order to get to Oz, to kill him.”

Brown also said that both he and Colin Farrell wanted to make the beating as real as possible, but things may have gotten a little too real.

“At first, Colin thought and I thought, ‘Well, you know, [Colin’s] padded up pretty well,’ so Colin said ‘Just go for it.’ So I did. And you know, a couple takes after that, he pulled me aside and said, ‘Okay, don’t go for it so much,’” Brown said with a laugh. “I was really trying to break the club.”

Sal is ready to kill Oz but one of Sofia’s men intervenes. Oz taunts Sal, saying Sofia has him on a tight leash, only for Sal to taunt Oz right back, reminding him that Sofia has taken Oz’s mother. We then see Sofia preparing breakfast for Francis before talking to her about her son. Francis stands strong, mocking Sofia and her family, firmly believing that her son will get her out of her current predicament. Things take a turn, though, when Francis begins suffering effects of her dementia, losing all sense of where and when she is.

Back in Crown Point, Sal forces Oz to take him to the trolley tunnels and the Bliss operation. Sal tells everyone their that they work for him and Sofia now, but Oz baits him by talking about killing his wife and son. Sal grabs a can of gasoline before one of Sofia’s men intervenes again, allowing one of Oz’s workers kills the lights and create chaos.

According to Brown, Sal had plenty of plans as to how Oz was going to die.

“He was gonna burn him,” he said. “He was gonna burn him slow. He was going to dismember him and burn him. He was definitely going to pour gasoline on him and make him smell his own flesh burning. Just the most painful thing that he could imagine.”

Brown said that there were plans to take the scene further than it ultimately went, albeit for practical reasons rather than moral ones.

“I think it was actually in the script for a minute that he was going to douse Oz with gasoline after he talks about Nadia, and how Nadia smelled, but it became an impractical thing to do because of the makeup,” Brown said. “You can’t pour gasoline on the makeup, obviously. You can really ruin it by even pouring water on it, because it would absorb all the water and eventually get water logged and be even more miserable for Colin to wear.”

Sal and Oz begin to fight, eventually brawling inside an old trolley car. Things don’t look good for Oz, but then Sal begins clutching his left arm and gasping for breath. Before long, Sal has died of a heart attack.

“I thought it was a great joke,” Brown said of his character’s demise. “That’s in there in order to add another little layer of frustration onto Oz. Oz is a beast like Sal, and he needs to kill in a way that is satisfying for him. And that was very unsatisfying.”

Later, Sofia speaks with Dr. Rush, who tells her that her niece, Gia, is trying to speak with the police. Sofia visits Gia, who reveals she saw a gas mask in Sofia’s bag the night everyone in the Falcone mansion died when Sofia filled the house with gas. Sofia tells Gia that “everyone in our family, they were bad people who deserved it,” but ultimately leaves the encounter visibly shaken for what she has done to Gia.

Before Sofia can process that, however, Oz calls to say Sal is dead. He tempts her to come down to the tunnels to exchange his mom for the Bliss.

Oz and his men lie armed in wait for Sofia’s arrival. A car comes down the tunnel with Sofia on the phone with Oz. She and Oz talk, with her leading Oz to believe his mother is dead in the back of the car. He opens the trunk to instead find a bomb with a timer near zero. Oz makes a run for it, but the bomb explodes and collapses a great deal of Crown Point above them. Sofia is last seen escorting Francis into a rundown club called Monroe’s.

In another flashback, we see Oz and his mom after his brothers died. She gets dressed in her finest dress and takes him to Monroe’s, which at the time was a happening jazz club. There, she tells Oz that he must grow up and give her everything she deserves and make her happy, to which he eagerly agrees. In the present, Oz stumbles through wreckage of Crown Point, where he finds Det. Marcus Wise, the corrupt cop on Sofia’s payroll. He tells Oz that he is taking him to Sofia, before knocking Oz unconscious.