In the Westerlands, two Lannister men stand guard at a war camp and trade jokes. They hear rustling in the woods, but see nothing. Just as they relax, Robb Stark's direwolf, Grey Wind, leaps from the darkness and attacks. The rest of the northern army follows, annihilating the Lannister force.
After daybreak, Robb tours a battlefield littered with dead. His bannerman Roose Bolton tells him: "Five Lannisters dead for every one of ours." The experienced warrior suggests torturing the surviving enemies for information, but Robb won't have the prisoners hurt or killed. "The high road is very pretty," Bolton says, "but you'll have a hard time marching your army down it." The men come across a young woman from Volantis preparing to amputate the leg of a wounded enemy soldier. Admiring her bravery, Robb holds the man down as she treats him, but she challenges Robb to justify the suffering of both sides.
In the throne room of the Red Keep, King Joffrey Baratheon levels a crossbow at Sansa Stark, furious about the latest Lannister defeat. Instead of shooting her, though, he orders Ser Meryn Trant of the Kingsguard to beat the girl in front of everyone. Tyrion Lannister enters the room and, appalled, dresses down his nephew for mistreating his fiancée. When Tyrion tries to loosen up the young king by sending two whores, Ros and Daisy, to his room, Joffrey is irritated by the overture. Instead of enjoying the women's company, he orders Ros to beat Daisy savagely with a scepter. "I want him to find out," Joffrey says of his uncle.
Littlefinger pays a visit to King Renly Baratheon, telling him that there are people in King's Landing who would support him as ruler. Littlefinger also talks with Queen Margaery, and notes she sleeps in a separate tent. "The marriage of a wealthy girl always breeds interest, if nothing else," he says. Margaery takes his insinuation with a dismissive smile, but she makes it clear: "My husband is my king, and my king is my husband." Finally, the emissary meets with Lady Catelyn Stark, who is so enraged to see the man who betrayed her husband that she draws a dagger on him. One question is enough to calm her: "Do you want to see your girls again?" He assures her both Sansa and Arya are safe, and as a show of "good faith" he returns the remains of Lord Ned Stark.
In the Red Waste, Daenerys Targaryen's rider Kovarro returns on a horse given to him in the city of Qarth. Ser Jorah Mormont warns Dany that the area outside the city's gates is known as the Garden of Bones - and if the gates don't open for her, their bodies will add to the garden. With little other choice, she takes her khalasar to Qarth, where the city's rulers, known as the Thirteen, meet the Dothraki outside the walls. The wealthy merchant leaders ask to see her dragons, but she does not reveal them. At that, the Thirteen turn their backs - except for one man, Xaro Xhoan Daxos. He opens his palm with a dagger, swearing to vouch for Dany and her people. The gates open.
Arya Stark, Gendry and a group of other prisoners arrive at Harrenhal in chains, taking in the horror of the melted castle. The screams of a tortured man echo off the walls, and after he dies, a captive woman tells them that the Lannisters question and kill a person every day. That night as rain falls, Arya repeats the names of everyone she wants to kill.
Arya watches as the Mountain chooses his latest victim. He is strapped to a chair as a man called the Tickler asks him questions about the king's enemies. "I don't know," the prisoner answers as a bucket with a rat inside is strapped to his chest. Another man holds a torch to the bucket, and as the Tickler repeats his questions, the rodent scrambles to escape the flames and chews its way into the man's body. That night, Arya adds the Mountain to her vengeful prayer.
Catelyn meets with King Stannis Baratheon and King Renly Baratheon to convince them to set aside their conflicts and unite against a common enemy. But neither man is interested in compromise. "The Iron Throne is mine by right," Stannis says. He offers his brother a council seat and the position of his heir - if he surrenders before dawn. But Renly is resolute: "No one wants you for their king."
At Harrenhal, Gendry is selected for "questioning" and strapped to the Tickler's chair. Just as the bucket is attached to his chest, Lord Tywin Lannister rides into the castle. "Are we so well-manned that we can afford to discard able young bodies and skilled laborers?" he asks. Tywin notices Arya - but does not recognize her - and asks why she's dressed as a boy. "Safer to travel, my lord," she tells him. Tywin is impressed with her smart thinking and decides to make her his cup-bearer.
Stannis calls for Davos and asks his trusted advisor to undertake a mission for him: Sneak Melisandre ashore. When they arrive, the red priestess leads him into a cave and takes off her robe. Impossibly, she is in the last stage of pregnancy, and as the smuggler's lantern glows brighter and brighter, she gives birth to a shadowy being the size and shape of a man.
Catelyn tries to convince the Baratheon brothers to abandon their quarrel and unite against the Lannisters, while Sansa is abused by Joffrey in revenge for her brother's victories. Tyrion intervenes and in return, Joffrey is cruel to his "gifts". Arya and Gendry are taken captives to the castle of Harrenhal. After her exhausting journey through the desert, Daenerys arrives at the gates of the prosperous city of Qarth. Melisandre gives birth to a shadow creature.
Catelyn tries to convince the Baratheon brothers to abandon their quarrel and unite against the Lannisters; but Stannis demands Renly submit to his command. Baelish visits her and offers a trade of Jaime for her daughters. Melisandre gives birth to a shadow creature. Sansa is abused by Joffrey in revenge for Robb's victories. Tyrion intervenes and in return, Joffrey is cruel to the prostitutes Tyrion sends him as "gifts". Tyrion releases Pycelle, but fires him from the Small Council. Tyrion also finds out about the incestuous relationship between Cersei and their cousin, Lancel, forcing the latter to spy on her by threatening to reveal it to Joffrey. Arya and Gendry are taken as captives to the castle of Harrenhal, where prisoners are tortured until death. Tywin arrives and stops the torture, picking her as his servant without knowing about her true identity. After her exhausting journey through the desert, Daenerys arrives at the gates of the prosperous city of Qarth, where Daxos, a member of the Council of Thirteen, convinces the others to let her caravan enter the city.
Two guards gossip and joke about Renly Baratheon having sex with Loras. They notice their horses are spooked by something in the woods. A direwolf attacks. Robb Stark and his men are upon them. After the battle, Robb refuses to torture their prisoners. He doesn't want to give the Lannisters a reason to abuse his sisters. Women in the field tend the wounded, one taking the leg off a man with rot in his foot. Robb helps, even though it's not his man. He's taken with the field nurse. Robb tries to talk to her, but she's indifferent, explaining the men in the field don't even want to be fighting for Joffrey. She asks what happens if they win, but Robb doesn't know. He asserts that doesn't want to sit on the iron throne. Back at King's Landing, Joffrey terrorizes Sansa for Robb's latest victory. She pleads as he aims a crossbow at her. Joffrey says his mother won't let him kill her, so he has his men beat her and strip her clothes. Tyrion interrupts, lecturing Joffrey in front of his knights and telling him to respect Sansa's honor. He gets her covered up and helps her to her feet, apologizing for Joffrey. Privately, Tyrion asks her if she wants an end to her engagement. "I am loyal to King Joffrey, my one true love," she says flatly and unconvincingly. Bronn suggests what Joffrey really needs is to get laid, to "get some of the poison out." Joffrey comes back to his chambers later to find two hookers waiting for him, including Ros. He orders her to beat the other. He makes her use a belt, causing her to cry out in pain. Then he hands Ros a wooden scepter and he arms his crossbow. He wants Tyrion to see what he's done. Petyr Baelish pays a visit to Renly Baratheon, who is no fan of his. Brienne stands guard. Petyr suggests he could help make King's Landing more welcoming when they attack. Later, Petyr walks the camp with Margaery, generally being nosy about her marriage to the king. She gives away nothing. In the Red Waste, one of the riders returns on a new horse. It was given to him by the Elders of Qarth, three days ride away. Jorah explains the desert around their gates is called the Garden of Bones and every time they shut their gates on a traveler, the garden grows. Arya and Gendry and the other prisoners are taken to Harrenhal. The stone towers were melted by dragon fire long ago. It smells of dead people. They watch as someone is stretched and killed on the rack. A woman says it was her son, her daughter was killed three days ago. In her cell, Arya over and over recites her Prayer (the names of people she would punish)... Joffrey, Cersei, Ilyn Payne and the Hound. Petyr visits Catelyn Stark, who accuses him of betraying Ned. He tries to proclaim his love, but she pulls a knife. He speaks of Sansa and Arya, saying both are safe, for now, in the capitol. He says they'll trade Jaime for the two girls. Catelyn knows Robb would never go for it. He brings her a token of Tyrion's good will -- a big box. She opens it and finds Ned's body inside. She still throws Petyr out. Back at Harrenhal a guard comes to select someone for the bounty. The unlucky man gets strapped to a chair and interrogated. Arya and Gendry watch as they put a rat in a bucket and put it on his chest. They want to know about "the brotherhood." They light the bucket and the trapped rat has nowhere to go but into the man's chest. He gives out the name of the butcher but they don't stop. Later that night, two more names are added to Arya's Prayer... Polliver and The Mountain. In the Stormlands Renly Baratheon meets with his brother Stannis, along with Melisandre. Stannis reminds Catelyn, who is with Renly, that her husband was allied to him. Renly taunts Stannis, who gives him a night to change his mind, offering to make him his heir until one is born to him. The ride off in their separate directions, no deal struck. Outside the walls of Qarth, Daenerys and the khalasar are greeted outside by troops and a merchant. The Thirteen who govern Qarth are there. They want to see her dragons. When she refuses, they prepare to walk away. She threatens to burn their city first when her dragons are grown. The merchant points out they can just let her die outside right now. Xaro Xhoan Daxos (Nonso Anozie), one of Thirteen, says they should let them in, then vouches for them. They open the gates to Qarth, "the greatest city that ever was or will be." At Harrenhal Gendry is selected to be tortured next. They want to know if there's gold or silver in the village and where the Brotherhood is. They take out the rat as he's strapped to the chair. Tywin Lannister rides in to camp. Arya notices that "Needle" is in Polliver's belt. Twyin suggests they use the prisoners for labor instead of killing them. He sees Arya and immediately knows she's a girl. He calls for her to be his new cup bearer. In the middle of the night in King's Landing, Tyrion is presented with a warrant from Queen Cersei to release Grand Master Pycelle. He invites his cousin Lancel in for a drink. Tyrion questions him, determining he brought warrant right over. Tyrion says she must trust him to invite him into her bed chamber in the "hour of the wolf." The squire is busted, and ends up protesting that he only slept with Cersei because she ordered him to. Tyrion threatens to tell Joffrey, then explains that instead he should stay close to Cersei, but report back to him. Tyrion tells him to tell Cersei that he begs her forgiveness and won't do anything without checking with her in the future. And he'll release Pycelle, but he won't have him serving on the council. He says that he could swear that he hadn't harmed a hair on his head but "that would not, strictly speaking, be true". Stannis asks Davos to revert to his old smuggler's ways and smuggle Melisandre ashore. Davos suggests there must be other ways, but "cleaner ways don't win wars," Stannis tells him. Davos rows ashore with Melisandre who asks if he's slept with women other than his wife and suggests he wants to see what's beneath her robe. She promises him he will. They head into a secret cove but find bars blocking their path. Melisandre takes off her robe and shows her fully pregnant belly. The light flickers and she sits down on her robe and bears down. A black smoke starts pouring out from between her legs. A black, spiny, creepy, skeletal something issues forth and rises to stand before them, full man-sized.