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Just when viewers thought season 3 of The Sopranos couldn’t get uglier, “University” hit the screen. In that installment, college-age Meadow Soprano (Jamie-Lynn Sigler) has boy trouble at Columbia while Tracee, a 20-year-old topless dancer, has much bigger problems back at the Bada Bing.

Early on, viewers witness an awkward exchange between Tony Soprano (James Gandolfini) and Tracee, played by Ariel Kiley in her screen debut. As Tony sits at the Bing bar, Tracee presents him with some date bread she baked as a thank-you for Tony’s advice about her young son.

Tony isn’t pleased by the gesture. In his best firm-yet-sensitive tone, he tells Tracee she should respect the boundaries of their employer-employee relationship. But Tracee doesn’t leave it there. When she learns she’s pregnant with the child of Ralphie Cifaretto (Joe Pantoliano), she seeks Tony’s counsel.

It doesn’t end well for Tracee, and the abuse and murder of this innocent character genuinely appalled audiences in 2001. Kiley made that happen with her remarkable performance as Tracee, a character she recalled relating to on a very personal level during the “University” shoot.

Ariel Kiley spoke of feeling ‘very protective’ of the innocent Tracee on ‘The Sopranos’

still from 'The Sopranos'
Joe Pantoliano and James Gandolfini on ‘The Sopranos’ | HBO

On the Talking Sopranos podcast, Kiley remembered the day when she got the “University” script. Right away, she knew she could bring something special to the part. “I just immediately felt this click,” she recalled. “First, I felt really protective over the role. And I felt, ‘This is happening.'”

So she got to work. “I was super-protective over my character,” she said. “I’m gonna go in and play Tracee so innocent. I had been going around to strip clubs to do research. A lot of erotic dancers were very glazed-over. I was like, ‘I understand how you have to get that way to continue in that profession.’ […] She’s gonna be wide open. She’s gonna be so innocent.”

By the time she’d gotten the part, she focused all her energy on getting the character right. She didn’t have time to get nervous about debuting on the biggest show on TV. “I wasn’t going in there starry-eyed over these other actors,” Kiley said. “I was like, ‘I’m gonna do this character justice.'”

Kiley also went through a dramatic physical transformation to play Tracee

'Sopranos' actor Ariel Kiley
Ariel Kiley attends Comforts of Home to benefit Childbirth Connection on November 2, 2006. | Joe Schildhorn/Patrick McMullan via Getty Images
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Though she had created a strong character in Tracee, Kiley still needed to look the part of an exotic dancer with bad teeth. “I went in to the first audition wearing a cotton shirt that was kind of low-cut and khakis,” Kiley recalled on Talking Sopranos.

After that reading, casting director Georgianne Walken told Kiley she did well but would need to shake up her wardrobe to land the part. “So I went and got this crazy, vinyl red halter-top and little miniskirt and fishnets,” Kiley said.

Once she’d gotten the tole, Kiley kept the transformations coming. Prior to the table-read for the episode, Kiley got “giant” pink nails. Before the cameras rolled, Kiley got fake teeth and braces in makeup to pull off the subplot about Tracee’s braces (and thus her debt to the Bada Bing).

It all came together on the screen. Kiley’s investment in Tracee’s innocence was so believable that her brutal murder by Ralphie turned viewers away from the show. At that point, you knew Ralphie wouldn’t live to die in bed.