Alone on the Fist of the First Men, Samwell Tarly approaches a kneeling man of the Watch and realizes the man has been decapitated. A wight attacks Sam, but Ghost, Lord Commander Mormont, and the remaining brothers arrive and set it on fire. Mormont is furious when he learns that Sam hasn't sent the ravens as instructed. He tells his men they will need to make it back to Castle Black to warn the kingdom.
Jon Snow enters Mance Rayder's camp, marveling at the number of refugees and the strangeness of it all. He mistakes Tormund Gianstbane for the King Beyond the Wall and kneels before him, unaware that Mance is the unassuming one standing in the back. Mance questions Jon's reasons for abandoning the Watch and Jon says Mormont betrayed him: When he told the Lord Commander that Craster was sacrificing his newborn sons, Mormont already knew.
In King's Landing, Tyrion Lannister adjusts to his scars and reduced circumstances. Believing his sister responsible for the attempt on his life, Tyrion is jumpy when she visits. Queen Cersei demands to know what business he plans to discuss with their father. Having been summoned by Podrick Payne, Bronn exchanges sharp words with Ser Meryn Trant outside of Tyrion's door. Meryn accuses the newly knighted Bronn of the Blackwater of being an up-jumper. After Cersei leaves, Bronn tells Tyrion he is doubling his prices.
Sansa Stark and Shae watch ships as they sail from the harbor. When Lord Petyr Baelish and Ros approach, Ros hangs back with Shae while Littlefinger whispers with Sansa. Staring out at the sea, Sansa begs Littlefinger to take her away from King's Landing. Initially coy, Littlefinger promises he will. Ros asks Shae to watch out for Sansa--especially around Littlefinger.
Davos Seaworth is plucked from the rocky shores of Blackwater Bay by a passing ship--one that belongs to Salladhor Saan. The pirate tells his old friend to give up; Stannis Baratheon is licking his wounds at Dragonstone and completely under Melisandre's spell. Davos insists he needs to go to Stannis so he can stop her. Certain he will fail, Salladhor tells Davos he will gather his bones for his widow to wear around her neck.
At Dragonstone, Davos appeals to Stannis to stop persecuting non-believers of the Lord of Light. When Davos declares Melisandre his enemy, she tells him her presence would have changed the course of the Battle of the Blackwater. "You convinced your king to leave me behind," she reminds him before taunting him with memories of his dying son. Davos attacks Melisandre, but is held back and imprisoned by Stannis.
Robb Stark's army marches to Harrenhal only to find the castle already abandoned and riddled with corpses. Catelyn Stark grieves for a fallen bannerman, Ser Jeremy Mallister, whose body she spots in the carnage, but Robb has her escorted to a "chamber that will serve as a cell." Talisa chides him for treating his mother this way, but Robb tells her that his concern is for his men, including Lord Rickard Karstark: By freeing Jaime Lannister, Catelyn has robbed them of their justice. Next to Ser Jeremy, a body coughs. The two discover Qyburn, a prisoner with a cut throat.
Daenerys Targaryen watches as her Dothrakis, the first ever to set sail, cope with massive seasickness on the seas between Qarth and Astapor. She feeds her growing dragons and tells Jorah Mormont she wishes they would grow faster. Although Ser Jorah speaks highly of Astapor's Unsullied soldiers, Dany worries that they are a slave army. Jorah tells her she won't have a true khalasar until she can prove her strength.
Now Hand of the King, Tywin Lannister forces Tyrion to wait as he finishes his correspondence. When he finally gives his son his attention, he reprimands Tyrion for bringing a whore to his bed, in direct defiance of his orders. The two face off: Tyrion points out that Tywin never once visited him after he fell in battle, a battle Tyrion is responsible for winning. He wants what is his by right: Casterly Rock. Tywin agrees to find Tyrion better accommodation, a sufficient position and a suitable wife, but he tells his youngest that Casterly Rock will never be his. "To teach me humility, the gods have condemned me to watch you waddle about wearing that proud lion that was my father's sigil," he thunders. He warns Tyrion that the next whore he catches him with will hang.
Traveling in separate litters with Lady Margaery, King Joffrey is startled when his stops in the streets of Flea Bottom. From the safety of his compartment, he watches Margaery step through the filthy streets into an orphanage. Inside, Margaery charms the children and distributes toys and bread.
When Loras Tyrell and Margaery join Joffrey and Cersei for dinner, Cersei makes pointed remarks about Margaery's revealing wardrobe. After Margaery deflects her criticism, Cersei mentions the impromptu stop in Flea Bottom. She tries to bring up the riot that took the life of the High Septon, but Joffrey shuts her down, telling his guests that age has increased Cersei's "flair for drama."
In Astapor, Dany takes stock of the Unsullied that the slave master Kraznys parades before her. With help from Missandei, his servant who translates the High Valyrian, Dany learns that the warriors are trained as children, and only one in four boys--the most disciplined, loyal and fearless--survive its rigors. To prove it, Kraznys cuts off the nipple of one soldier, who remains stock-still. Kraznys gives Dany a day to decide if she is interested in his 8,000 men.
Along the waterfront, Dany debates the value of the Unsullied with Ser Jorah. She worries about being a slave owner but Ser Jorah assures her she will be a fair master. A cloaked man follows them as they walk along the docks. Dany's attention is drawn to a little girl who rolls a ball towards her and asks her to open it. As Dany untwists the painted ball, the hooded man knocks it from her and stabs the poisonous manticore that crawls from it. As Ser Jorah takes hold of the man, the girl, now brandishing stained blue lips and teeth, disappears through the crowd. Dany realizes the warlocks of Qarth are after her. Dany thanks the hooded man, who kneels before her and reveals himself. Ser Barristan Selmy, who served as Lord Commander of the Kingsguard until Joffrey forced his retirement, pledges himself to Daenerys Stormborn and asks her for forgiveness.
Some Night's Watch men, Samwell Tarly and Lord Commander Mormont among them, survive the White Walkers' attack and pledge to return to the Wall to warn the Seven Kingdoms. Jon Snow is brought before Mance Rayder, the "King beyond the Wall", and pledges his loyalty to the Wildlings. A scarred Tyrion Lannister unsuccessfully solicits recognition by his father Tywin, the new Hand of the King. Margaery Tyrell engages in charity work with the orphans of King's Landing. Ser Davos Seaworth is rescued by Salladhor Saan after the Battle of the Blackwater and returned to Dragonstone. There, he unsuccessfully tries to kill Melisandre so as to break her hold on Stannis Baratheon, and is imprisoned. Across the Narrow Sea, Daenerys Targaryen arrives in the city of Astapor to buy an army of brutally-trained slave soldiers, the "Unsullied". She is saved from an assassination attempt by the warlocks of Qarth by Ser Barristan Selmy, the former Kingsguard commander, who pledges his loyalty.
Some of the Night's Watchmen, including Tarly and Jeor, survive the White Walkers' attack and pledge to return to the Wall to warn the Seven Kingdoms. Snow is brought before Rayder, the "King beyond the Wall", and pledges his loyalty to the Wildlings. A scarred Tyrion tries to get Casterly Rock from Tywin, who promises other things instead. Margaery engages in charity work with the orphans of King's Landing. Baelish offers to help Sansa escape King's Landing. Ros advises Shae not to trust him. Davos is rescued by Saan, who does not want any more connections with Baratheon, and returned to Dragonstone, where he unsuccessfully tries to kill Melisandre, who blames him for convincing Baratheon not to let her join the battle, and is imprisoned. In Essos, Targaryen arrives in the city of Astapor to buy an army of brutally-trained slave soldiers, the "Unsullied". She is saved from an assassination attempt by the warlocks of Qarth by Selmy, the former Kingsguard commander, who pledges his loyalty.
We pick up right where we left off: Samwell Tarley is running through a blinding blizzard. He comes upon one of his brothers from the Night's Watch. He is holding his head in his arms. He has been decapitated by a White Walker. More seem imminent and one approaches and scrabbles after him but Jon's direwolf, Ghost and his other brothers arrive and set fire to him. Lord Commander Jeor Mormont asks if he sent the ravens. He did not. It was Samwell's only job. He turns to the others and says they need to get back to wall to warn everyone because if they don't, before Winter is done, everyone they've ever known will be dead. Meanwhile, Jon Snow is finally brought to Mance Rayder (Ciarán Hinds), the King Beyond the Wall. He gains his trust by telling him that he wants to turn traitor and join the Wildlings because of what he saw at Craster's Keep and what "took" the baby boy that Craster left for it. He says when he told the Commander about the White Walker that Mormont saw and that he knew. He tells Rayder that he wants to fight for the side that fights for the living. In King's Landing Tyrion is stewing. He was injured in the battle... at the direction of his sister... and been taken down several pegs in standing now that his father Tywin serves as Hand to King Joffrey. He asks for a meeting with Tywin. He wonders where his reward is for leading the charge in the battle, for being injured, for showing cunning and daring. His father lets him know in no uncertain terms, without a shred of sentimentality that he is ashamed of him, still angry that he "killed" his mother by being born, and that he has been a disappointment his whole life with his love for booze and whores. He says he will be compensated eventually but he will not get what he thinks he's "entitled" to... Casterley Rock... but whatever Tywin deems appropriate, what is "suited" to his accomplishments and a position that suits him and a suitable wife. Davos Seaworth is saved from a godforsaken rock in the ocean by his pirate friend Salladhor Saan. Davos lost his son in the battle. He wants to get to Stannis Baratheon but Saan tells him that Stannis remains under the sway of Melisandre at Dragonstone. She has been burning men alive that spoke against her, Stannis is a recluse, and there's no talking to him since he lost the battle. Davos begs him, mostly he just wants to kill Melisandre. Saan tries to dissuade him. He says when Davos is dead he'll gather his bones and let his widow wear them around her neck. Davos gets a drop off and Stannis doesn't seem all that psyched to see him. Frankly, he seems depressed. He argues with Melisandre, calls her his enemy. She challenges him and says she could've saved them all that day but Davos convinced Stannis not to bring her. She taunts him about the men burning up in the wildfire, like his son. He tries to attack her and Stannis has him locked away. Melisandre says she'll pray for him. Robb Stark, newlywed, is still busy making plans. He wants to fight the Lannisters, who he says have been running from them. They come upon a decimated city. One man lives, a maester who reveals his name as Qyburn (Anton Lesser), and Talisa, Robb's wife, attends to him as he tells his tale. Robb orders his mother locked up, still angry that she allowed Jaime Lannister to leave in an attempt to ransom Arya and Sansa. Sansa and Shae play a game on the shore, pretending where the various ships are going. Littlefinger arrives and tells Sansa he saw her mother recently and she wants to see her and Arya. He tells Sansa he's working on an assignment far away and when he sets sail he might be able to take her but she'll need to be ready to go at a moment's notice. Ros tells Shae to watch out for Sansa with Littlefinger. Lady Margaery and King Joffrey are being carried through the city when she stops to speak to the orphans of the battle of Blackwater Bay. She gives them toys and food and says she and the king will take care of them. Later that night she and Loris have dinner with Joffrey and Cersei, and Cersei is her usual cool, cruel self, questioning her about stopping with the orphans. Cersei says Margaery should be careful since they were attacked there once. Joffrey says she's blowing it out of proportion. She immediately accedes and says that he's his father's son but not everyone can have a king's bravery. Heading towards Slavers Bay, Danaerys' dragons are a lot bigger as they fly over the ship she was able to get. She says they need to grow even bigger. She says she also needs an army. Jorah wants to enlist a slave army but she doesn't like that idea. The Dothraki unfortunately are not taking to the high seas so well. She points out that Jora shouldn't mock them since they followed her, and are the first Dothraki to sail on the "poisoned waters." He says they followed strength and she'll need to exhibit even more to get others to follow her. They arrive at Astapor and appraise the army on offer: the Unsullied. They are expertly trained, incredibly loyal, and unafraid of death. The Master, Kraznys Mo Nakloz (Dan Hildebrand) who owns the Unsullied, insults Danaerys and Jorah as he gives his tour of the soldiers, and a woman, Missandei (Nathalie Emmanuel), translates for him. To prove how tough they are he goes up to one and slices off his nipple. The soldier shows no pain and responds that he is happy to serve. Kraznys says as part of their practice, they also toughen them up by giving them a silver coin, sending them to the slave market, and killing a child in front of its mother, paying the child's owner for the trouble. (In short, he is despicable.) He says he has 8,000 soldiers to sell and she needs to make her mind soon. She is disgusted knowing this means that there are 8,000 dead babies and wrestles with the idea of being a slave owner. Jorah points out that she would clearly make a kinder master at the very least and see that they're properly fed and sheltered. As they talk, they follow a mischievous little girl through the marketplace and a creepy cloaked figure trails them. The little girl smiles at Dany, charming her. She rolls a ball toward Danaerys and gestures for her to open it. As she is about to open it, the cloaked figure lunges. Jorah grabs him and Danaerys falls. The ball opens and a horrible, clearly deadly insect-like creature crawls out. The cloaked figure kills it and saves her. The little girl opens her mouth to display blue-stained teeth, hisses an otherworldly hiss and then jumps in the water. They turn and she is now standing on a rooftop behind them. She was sent by the warlocks. Danaerys thanks the cloaked figure, who reveals himself to be Ser Barristan Selmy (Ian McElhinney), Commander of King Robert Baratheon's guard who had been relieved of his station and exiled by Joffrey. He's been searching for Daenaerys since King Robert's death. Selmy asks forgiveness in failing to protect her kinsman the previous "mad" King Aerys II whom he had served before Baratheon's successful rebellion. He takes a knee before her, calls her queen and asks to join her Queen's Guard. He promises he won't fail her this time.