Outside Oxcross, the Northern army under King Robb Stark leads a surprise night-time assault against an encamped Lannister army, which was only manned by Rennick and another Lannister guardsman, with his direwolf Grey Wind causing a considerable amount of damage. The Battle of Oxcross is a smashing victory, following through on Robb's promise to give Cersei "another Whispering Wood." The next day Robb surveys the battlefield as Silent Sisters tend to both Stark and Lannister wounded, while his bannerman, Lord Roose Bolton of the Dreadfort, argues that they should kill all of the Lannister soldiers they took prisoner, because they're having trouble supplying their own army and prisoners will slow them down. Robb disagrees, saying they will fight honorably and follow the laws of war. Bolton concedes that some of the Lannister officers might have useful information they could be tortured into revealing, but Robb refuses, not wanting to give the Lannisters an excuse to torture his sisters, Sansa and Arya.
Little Waiting Time...
Robb sees a woman battlefield healer treating a wounded Lannister soldier. The prisoner protests when she tells him she has to amputate in order to save his life. Robb helps hold him down as she saws off the leg. The woman, who introduces herself as Talisa of Volantis, criticizes Robb for the need for this war. Robb doesn't want the Iron Throne, just revenge on Joffrey for his father's death. She is shocked to learn he doesn't care which king takes the throne after they defeat Joffrey (having declared for neither of the Baratheon brothers). He just wants them to leave the north alone afterward. She points out that for all the bloodshed they have caused, he hasn't hurt the ones who killed his father, Joffrey and Tywin Lannister. The men they slaughtered were not Tywin's main army but unwilling boy soldiers and conscripts from the Westerlands.
At Harrenhal, Arya Stark, Gendry, and Hot Pie are taken by Ser Amory Lorch's group of soldiers to Harrenhal, a vast but partially ruined castle which was badly damaged during the Targaryen Conquest three hundred years ago by dragons' fire. Arya's group is herded in with many other prisoners the Lannister soldiers have taken, primarily peasant refugees from the Riverlands. The commander of the entire Lannister force is Ser Gregor Clegane, "the Mountain That Rides," previously declared an outlaw by Eddard Stark for his raiding in the Riverlands. Now the positions are reversed, with Clegane having the support of the Iron Throne to brutalize the Rivermen. The stench of corpses is so strong that Arya notices it as soon as they are in sight of the castle. The Lannister soldiers under Ser Gregor - particularly one known as The Tickler–sadistically torture many of the prisoners they have taken. One method used is to tie a bucket containing a rat to a man's abdomen, and then to hold a flame to the back of the bucket so the rat will chew its way through the man's guts. The prisoners are for the most part simple peasant refugees with no knowledge of the war, and the Lannister soldiers are savagely torturing them just because they want to know where they may have hid the few valuables they have. However, some are also asked if they know anything about a group known as "The Brotherhood." Just as Gendry is about to be tortured, Lord Tywin Lannister arrives with the main host of his army, who have retreated to Harrenhal to regroup after their loss at the Battle of the Whispering Wood. The main Lannister army group led by Lord Tywin is settling in to use Harrenhal as their new main base for the ongoing campaign in the Riverlands.
Tywin orders an immediate halt to the tortures (saving Gendry), rationally pointing out how disproportionate it is relative to what little wealth the peasants might be hiding, and it would be far more efficient to put them to work around the castle. As a blacksmith's apprentice, Gendry's skills are of particular use to them, and he is set to work. Tywin instantly notices that "Arry" is really a girl dressed up in boy's clothing, criticizing his soldiers for being too foolish to notice. When he asks her why she's dressed as a boy, Arya simply explains that it was safer. Tywin is impressed with her intelligence, and takes her on as his new cupbearer while his army is based at the castle.
In King's Landing, King Joffrey Baratheon is furious when he hears of Robb Stark's decisive victory against Lannister forces. He has Sansa Stark brought before the assembled court in the recently redecorated throne room, which now boasts iron spikes on many surfaces and roaring fires surrounding the pillars. Lancel Lannister tells Sansa and the assembled nobles that Robb only won the battle with trickery and sorcery. At first, Joffrey sadistically menaces Sansa by brandishing a crossbow at her and openly toying with the thought of killing her right in front of the throne to send her brother a message. Despite being clearly terrified, Sansa refuses to give Joffrey the satisfaction of scaring her and continues to firmly pledge her loyalty. Annoyed, he reluctantly concedes to his mother's insistence that they need Sansa alive, lowering the crossbow and ordering her to stand.
Joffrey then sits down on the Iron Throne and commands Ser Meryn Trant of the Kingsguard to beat and strip her as punishment, but instructs Trant to leave her face because "I like her pretty." Ser Meryn punches Sansa violently in the stomach and strikes her in the back of the legs with the flat of his sword, causing her to fall down. He then rips open the back of her gown, leaving her partially naked from the waist up. As the beating continues, the entire court watches in horror, particularly a disgusted Sandor Clegane. But despite being filled with dozens of knights and officials, no one intervenes out of fear of Joffrey's wrath.
A furious Tyrion Lannister marches in and puts a stop to the spectacle. He orders someone to cover Sansa up and Sandor immediately steps forward, taking off his cloak and proceeds to gently wrap it around her. Tyrion turns his wrath upon Joffrey, berating his actions as Sansa is his future wife and queen that he is publicly shaming (and the fact that Joffrey doesn't pause to think how politically disastrous it would be for their allies to see him having his guards beat a valuable political hostage to a bloody pulp). Furious, Joffrey proclaims that he was punishing her. Denouncing his nephew as a "halfwit," Tyrion points out the absurdity of punishing Sansa for her brother's actions miles away in a war that Joffrey himself started. Now completely enraged, Joffrey bellows that as king, he can do whatever he pleases, but Tyrion again coldly counters that the Mad King thought he could do as he pleased too, which led to him being overthrown and killed.
When Ser Meryn tries to support the king, Tyrion silences the Kingsguard by ordering Bronn to kill Meryn if the knight opens his mouth again. Tyrion comforts the shaken Sansa and personally escorts her out of the hall. He asks her whether she wants to end her engagement to the king, but she continues to parrot the lines that she loves Joffrey and will uphold her duty. Impressed, Tyrion remarks that she has learned how to survive around Joffrey and might just make it out of her situation alive, respectfully calling her "Lady Stark."
Bronn suggests to Tyrion that as an angry young man, maybe what Joffrey needs is to have sex with a woman, and that they should set him up with a prostitute. Tyrion agrees that maybe this would give Joffrey a chance to release his frustrations away from Sansa. Indeed, he might even be grateful for the gesture: given that he didn't have much of a father figure in Robert Baratheon to set him straight, doing something nice for the boy might even be the second chance Joffrey needs to re-establish a relationship with a male family figure. So Tyrion arranges for two prostitutes from Littlefinger's brothel, Ros and Daisy, to entertain Joffrey. Unfortunately, the attempt fails horrifically: instead of trying to have sex with the prostitutes, Joffrey brings a loaded crossbow into the bedchamber. At crossbow-point, Joffrey forces Ros to beat Daisy unconscious, and then to dump her body in Tyrion's chambers, to send his uncle a message warning him not to interfere with his handling of Sansa again.
As Tyrion works in his chamber late at night, his cousin Lancel Lannister knocks on his door delivering orders from Cersei to release Grand Maester Pycelle from the dungeon at once. Despite their blood relationship Lancel clearly holds Tyrion in contempt and openly calls him "Imp." Curious, Tyrion asks why Lancel is so late delivering the message. Blundering into a rather obvious trap, Lancel retorts that he always delivers messages immediately and is never late. Tyrion then simply points out how odd it is that Lancel would be coming from Cersei's bedchambers in the middle of the night. Lancel nervously says Cersei often works tirelessly keeping late hours, but Tyrion also notices that he reeks of Cersei's favorite lavender oil perfume. Tyrion enquires whether Lancel was made a knight before or after he started sharing Cersei's bed. Lancel falls apart, saying that Cersei's father ordered him to obey her every command when he became a squire to King Robert. Tyrion sarcastically asks if Cersei forced him to have sex with her too. Tyrion wonders aloud what Joffrey would do if he found out that Lancel had not only killed Joffrey's father but was also sleeping with his mother. Lancel gets down on his knees and pleads for his life. Tyrion gently instructs Lancel that he won't tell, but from now on, Lancel must report everything Cersei does back to Tyrion. As Lancel leaves, he also casually agrees that he will accede to Cersei's request and free Pycelle if she wants him as a "pet", though he doesn't want him back on the Small Council.
In The Stormlands, Petyr "Littlefinger" Baelish arrives at King Renly Baratheon's camp as a political envoy from King Joffrey Baratheon at King's Landing. He tries to gain Renly's trust by implying that if Renly does march on the capital, he will help take down the Lannisters from within (it is unclear if he is lying, but he is also ready to jump ship if the Lannisters lose, and Stannis is not an option, because Stannis despises Littlefinger); Renly is tempted by the notion, despite his dislike for Littlefinger. Littlefinger then has a conversation with Queen Margaery Tyrell in which he tries to intimidate her by hinting that her husband is homosexual. He does not anticipate that Margaery seems to already know and not to care. Margaery is not a naive ingenue like Sansa Stark but versed in court strategies: she honestly believes that Renly is the best candidate for king, and voluntarily entered into a paper marriage to secure the political alliance between Renly and House Tyrell. Baelish then meets with Catelyn Stark, who is still furious at his betrayal of her husband to his death. Baelish first tries to kindle a romance with her, saying that now they are both free, it may be that they can be together. Catelyn simply draws a dagger and demands that he stop speaking. Discouraged, he moves on to present Tyrion's offer that the Lannisters want to make a prisoner exchange with the Starks: if they release Jaime Lannister, Queen Cersei will release both Sansa Stark and Arya Stark (Baelish lies about the Lannisters having Arya). Catelyn insists that Robb would never allow the exchange, but Littlefinger tries to manipulate her love for her imprisoned daughters. As a show of good faith from Tyrion, Baelish brings forward a pair of Silent Sisters carrying a box containing the remains of Ned Stark. Deeply grieving, Catelyn tells Petyr to get out. She looks at the bones with pain, but then shuts the box with a look of resolve on her face.
King Stannis Baratheon then arrives at Renly's camp, along with the Red Priestess Melisandre and Ser Davos Seaworth in his retinue. Stannis has come to treat with Renly and give him the chance to willingly relinquish his claim and serve his older brother. Renly, along with his Kingsguard members Brienne and Ser Loras Tyrell, counters that no one wants Stannis to be king. Renly also scoffs at Stannis's conversion to the religion of the Lord of Light. Catelyn Stark criticizes both brothers for acting like sulking children. Stannis counters that it is odd that Catelyn is standing alongside Renly, given that her own husband Ned Stark rejected Renly's initial plan to claim the throne and supported Stannis as Robert's rightful heir, even at the cost of his own life. In a display of leniency that is uncharacteristic for him, Stannis offers Renly that if he relinquishes his claim, Stannis will grant him his old seat on the small council, and even name him as his heir (unless Stannis ever has a son in the future). Catelyn reminds Stannis that their common enemy is the Lannisters, but he will not hear it, again asserting his right to the Iron Throne. Renly states that the 100,000 soldiers waving his banners makes him king, and Stannis' small army is hopelessly outnumbered. Stannis says that they shall see the next morning when their armies clash, and he departs. As she leaves Melisandre warns, "Look to your sins Lord Renly, for the night is dark and full of terrors." Renly watches his brother fade into the distance and asks his companions if they can believe that he loved Stannis once.
At King Stannis's command, Ser Davos rows Melisandre to some caves located near Renly's camp. Davos knows these caves from his old smuggling days. Melisandre asks him about whether he desires her, and his views on the conflict they are involved in between right and wrong, insisting that she is on the side of good. They find the way through the caves is blocked by metal bars. Melisandre takes off her cloak revealing that she is naked and heavily pregnant and promptly "gives birth" to a creature made entirely of shadow, as Ser Davos looks on in horror.
Outside Qarth, on the return of her bloodrider Kovarro, Daenerys receives word that the city of Qarth is nearby, and they are willing to receive the "Mother of Dragons." Ser Jorah Mormont cautions that the desert surrounding Qarth is known as the "Garden of Bones," as those who are turned away by Qarth perish outside the city walls due to exposure and thirst. Daenerys and her Khalasar leave the Red Waste and reach the city of Qarth. The Thirteen, a group of wealthy nobles and merchant princes, the leaders of Qarth, emerge to greet her, guarded by a group of shielded spearmen. One of the Thirteen, the Spice King, speaks for the group. They request that the "Mother of Dragons" present her children, but Daenerys insists that her people be fed and sheltered before she reveals her dragons. The Thirteen decide to turn Daenerys' group away and abandon them to the Garden of Bones. Daenerys swears vengeance on Qarth, with "fire and blood," should they not comply. Jorah seems to find these threats rather reckless, but one of the Thirteen, Xaro Xhoan Daxos, chooses to vouch for Daenerys through Sumai, a blood oath by which a Qartheen may vouch for a visitor. Daenerys and her Khalasar are let into Qarth.
Robb attacks a Lannister encampment and afterward meets Lady Talisa Maegyr who treats the wounded in the battlefield. Tyrion puts a stop to King Joffre's mistreatment of Sansa and also blackmails his cousin Lancel, Cersei's lover, into being his spy. Petyr Baelish visits King Renly but Catelyn is not pleased with his presence. He offers to help protect her daughters but a trade for Jaime is the only solution. Catelyn however tries to get Stannis and Renly to bury the hatchet and unite their forces. Davos Seaworth delivers Stannis' witch, Melisandre, to a remote cave where she gives birth. In the desert, one of Daenarys' riders returns with news that the elders of Qarth will receive them. Arya arrives at Harrenhal where one person is killed every day. Lord Tywin arrives unexpectedly and she is soon his cup bearer.
PETER DINKLAGE ( Tyrion Lannister )
MICHELLE FAIRLEY ( Catelyn Stark )
AIDAN GILLEN ( Peter Baelish )
EMILIA CLARKE ( Daenerys Targaryen )
IAIN GLEN ( Jorah Mormont )