Tyrion Lannister wakes up in a modest room with his head wrapped in a bandage. Gloating, Grand Maester Pycelle tells him that Lord Tywin Lannister defeated Stannis Baratheon-and Tyrion is no longer Hand of the King.
In the throne room, Joffrey hands out rewards to the heroes of the Battle of Blackwater. Lord Tywin is named Hand; Lord Petyr Baelish is given Harrenhal. Given a chance to choose his prize, Loras Tyrell asks that his family and Lannisters be formally joined through marriage as Margaery remains a virgin. Although Joffrey protests that he is engaged to another, his Small Council grants him permission to cast Sansa aside. Sansa secretly revels in her change in circumstance-until Littlefinger tells her it won't stop Joffrey from abusing her. Littlefinger offers to take her home, and when Sansa says King's Landing is her home now, he informs her she's not the liar she thinks she is.
Ros greets a new customer and is startled to find it is Varys. "I think your true talents are wasted," he tells her. Aware of how she's been treated, Varys tells the still-bruised Ros he protects those who work for him, unlike Littlefinger. Ros admits she's scared of her employer but Varys says that Littlefinger has weaknesses too.
Brienne of Tarth continues to ignore Jaime Lannister's provocations as they make their way to King's Landing. Three Stark soldiers happen upon them and are wildly amused that Brienne is a woman. Brienne pretends she is merely escorting a thief back to Riverrun, but one of the Stark men recognizes Jaime from Whispering Wood, forcing Brienne to kill them all. When Jaime expresses surprise that she has killed Stark men, Brienne reminds him, "I serve Lady Catelyn."
In the Westerlands, Catelyn Stark tells her son Robb that Walder Frey is a dangerous man to cross. Furthermore, although their marriage was arranged, she and Ned grew to love each other. Robb remains unconvinced, particularly when Catelyn tries to appeal to his sense of honor. He reminds his mother that she is in no position to call him reckless. That night, the King in the North marries Talisa Maegyr.
Filled with doubts and guilt, Stannis Baratheon accuses Melisandre of showing him a false prophecy. "If you see so much in your flames, why didn't you warn me?" he complains. Melisandre tells him that the war has only just begun: It will last for years, thousands will die-and it will be worth it. The two stare into the fire together.
Surrounded, Theon sulks in Winterfell. He recalls how impressed he was the first time he saw the castle: "We never stood a chance against a man who lives here." Maester Luwin reminds him he was treated more like a guest than a prisoner but Theon retorts that that never gave him comfort. Luwin offers his advice: Run and join the Night's Watch where he will be given a fresh start, but Theon rejects the idea aware Jon Snow would never let him live. Luwin appeals to the Theon he knew, "You're not the man you're pretending to be," he says. Theon counters that he's gone too far to be anyone else.
The Prince of Pyke rallies his men in the courtyard of Winterfell and instructs them to fight to their deaths and become the stuff of legend: "Girls will think of us with their lovers inside them." As his rousing speech comes to a close, Dagmer Cleftjaw knocks Theon out and tells the men they are going home. When Luwin sees what has happened, Dagmer spears him through the stomach.
Varys tells Tyrion that Queen Cersei instructed Mandon Moore to attack him during the fighting. Tyrion refuses to believe his sister's treachery, but instructs Pod to summon Bronn for protection. Varys breaks the news to him: Bronn has been relieved of his duty, the Hill tribesmen have returned home, and even Varys must abandon him. As a final gesture, Varys sends in Shae to comfort Tyrion, and thanks him for saving the city-no one else ever will. Shae peels the bandages off of Tyrion but refuses to let him wallow in self-pity. She tells him they should leave for Pentos-it's clear he's not wanted in King's Landing-but Tyrion won't leave. He belongs in King's Landing, where the game is played. Shae promises to stay with him.
Arya, Hot Pie and Gendry leave Harrenhal and find Jaqen H'ghar waiting for them. Jaqen says that if she wishes to learn how to be like him, she will need to travel to Braavos with him. He tells her she can learn the way of the Faceless Men, and offer the Red God names on her list-and more. Although tempted, Arya decides she needs to find the rest of her family. Jaqen hands her an iron coin with the instructions to give it to any Braavosi and say "Valar Morghulis" when she needs him again. Her friend rearranges his face so that he no longer looks like Jaqen, and walks off.
Osha, Hodor, Rickon and Bran leave the crypts under Winterfell and see the entire castle has been razed. In the Godswood, they find Maester Luwin dying from his wound. He refuses their offers of help and tells the boys they must leave and meet Jon at the Wall, in case the Ironmen return. As the boys weep, Luwin tells them he considers himself lucky for the time they spent together. Sending the Starks away, he asks Osha to protect them-and to give him a quick death.
Daenerys arrives at the House of the Undying with Jorah Mormont and Kovarro. Walking around it, looking for an entrance, Jorah and Kovarro lose sight of Daenerys, who ends up inside. As she searches for her dragons, she passes through a series of rooms. A destroyed Throne Room covered in snow leads her to the Wall, where she finds a Dothraki tent. Inside, Khal Drogo comforts their baby. Drogo says if they're in a dream, he doesn't want to wake. Dany tears herself away and passes into a room where she finds her dragons in chains. Multiple Pyat Prees tell her that the dragons have brought magic back. Since everyone is stronger when Dany is with her dragons, she must stay with them forever. Finding herself in chains, Dany commands Dracarys to breathe fire through her and at Pyat Pree. The dragonfire melts her chains and kills Pyat Pree, but does not harm her.
Dany and her horde go to Xaro Xhoan Daxos' house, where they find him in bed with Doreah. Taking his key, Dany unlocks his secret vault and discovers it is empty. Xaro and Doreah plead for their lives, but Dany locks them in vault. The Dothraki pillage Xaro's home to earn enough for a ship.
Qhorin Halfhand and Jon Snow march with the wildlings to Mance Rayder's camp. En route, Qhorin starts a fight with Jon, blaming him for the death of his brothers. Rattleshirt allows them to fight, and Qhorin goads Jon into killing him. Rattleshirt orders Qhorin's body burned, as Jon struggles with the weight of what he has just done. Ygritte shows him a valley where thousands of wildlings have gathered to follow Mance.
Dolorous Edd, Grenn and Samwell Tarly search the snowy plains for dung to burn. As Sam continues talk about Gilly, horns sound in the distance-three blasts. Sam gets left behind and watches an army of white walkers march past him.
The aftermath of the Battle of the Blackwater sees Joffrey set Sansa aside in favor of marrying Margaery Tyrell while Tyrion fears for his and Shae's safety now that his father has replaced him as Hand of the King. Melisandre gives the defeated Stannis a new hope. Brienne runs into trouble while escorting Jaime to King's Landing. Catelyn tries to convince Robb that his romance with Talisa is dangerous, but he defies her and the two are married. In Qarth, Daenerys ventures into the House of the Undying and successfully retrieves her dragons. She then seals the traitor Xaro Xhoan Daxos inside his own vault and claims his riches for herself to buy a ship. In Winterfell, Theon is betrayed by his own men in the face of an inevitable siege while Winterfell is put to the torch. Osha and Hodor sneak brothers Bran and Rickon away from the smoldering ruins and take them North toward the Wall. Arya, having escaped Harrenhal with Hot Pie and Gendry, receives the gift of a valuable coin from Jaqen. North of the Wall, Qhorin Halfhand forces Jon to kill him to prove his loyalty to the Wildlings and an army of White Walkers surrounds the Fist of the First Men.