As Maester Luwin rushes to release a raven, Theon Greyjoy wakes up Bran Stark. "I have taken Winterfell," he tells the confused boy. "I'm a Greyjoy. I can't fight Robb and my father both." Theon instructs Bran to inform his people that he has yielded the castle. When Bran protests, Theon assures him it's the practical thing to do; no one will get hurt. In the courtyard, Bran does as he is told. Those who dare resist are threatened, even Maester Luwin, who is reminded by Theon that he is bound by oath to serve the lord of the castle. Osha bends the knee to Theon, but the Prince of Pyke is suspicious and refuses her service. When Bran expresses surprise at her betrayal, the wildling tells him it's because his dream has come true: The ocean has come to Winterfell-and she has no plans to drown.
Theon's proclamations are interrupted by the arrival of Ser Rodrik Cassel, captured by the Ironmen on his way back from Torrhen's Square. "You have less honor than a back alley whore," says Theon's former fighting instructor, "King Robb thought of you as a brother." Theon ignores Rodrik, but when Rodrik spits on him, he orders him imprisoned. Unwilling to let the insult stand, Theon's first mate Dagmer goads him into sentencing Ser Rodrik to death. As Dagmer readies to swing the sword, Rodrik reminds Theon that it should be his job-he passed the sentence. Before lowering his head, Rodrik tells Bran, "I'm off to see your father." The gathered crowd gasps in horror as Theon botches the job, swinging again and again to separate Rodrik's head from his body.
Jon Snow marches with Qhorin Halfhand's team in the Frostfangs. Watching him with Ghost, the scout warns him that wild things cannot be trusted. When Jon swears he'd die for the Watch, Qhorin corrects him: "I want you to curse and fight 'til your heart's done pumping."
With the sun dropping, Qhorin and his men take out a group of wildling lookouts. As Jon prepares to slay one, he realizes it's a young woman. Qhorin reasons that the only thing to do is to kill her and Jon volunteers for the task. Left alone with instructions to meet the men at the top once the deed is done, Jon tries to drop the sword on Ygritte, but misses. Sensing his indecision, Ygritte makes a run for it. Jon captures her again and binds her. Since a fire will draw the attention of other wildlings, he prepares for a cold night of sleep. "We'll stay warmer if we stay close," she offers. Unable to argue, Jon wraps himself around her and then scolds her when he feels her body wriggling against his.
The royal family says goodbye to Princess Myrcella Baratheon as she sails for Dorne. Queen Cersei Baratheon curses Tyrion Lannister and tells him she hopes he falls in love one day... so she will have the opportunity to take his love from him. As the group makes its way back to the Red Keep, Tyrion notes the restlessness of the crowd and urges the Kingsguard to get Prince Tommen home. After being called a bastard, King Joffrey is struck by a cowpat. Furious, he demands the head of the person responsible. The mob erupts and the High Septon is caught in the fray. He is torn to shreds while other members of the family fight their way to safety. Tyrion lectures Joffrey that the riot is his fault: His people are starving because of a war he started, and then slaps him when Joffrey fails to understand his lesson. Belatedly realizing Sansa Stark is missing, Tyrion demands Joffrey send someone to search for her."You'll never get your uncle Jaime back," he says. "You owe him quite a bit, you know."
Having fled down an alley, Sansa is pursued by a group of lecherous men. She tries to fight them off but is knocked down and stripped. The Hound arrives just in time and makes short work of the men. Lifting Sansa, he carries her over his shoulder back to the Red Keep. Tyrion compliments him for a job well done, but the Hound sniffs, "I didn't do it for you."
Shae tries to console Sansa who cannot understand what she did to inspire such violence. When she insists she hates Joffrey as much as the people do, Shae warns her to keep such thoughts to herself. "Don't trust anybody. Life is safer that way," says the handmaiden.
Arya Stark continues to win points with Tywin Lannister, but has a heart-stopping moment when Petyr Baelish pays a visit to the commander. She keeps her head down during the visit, and although Littlefinger notices her, he does not recognize her. Littlefinger counsels Lord Tywin to draw in the Tyrells and, for now, forget that they sided with Renly Baratheon. Lord Tywin dismisses Arya, just as Littlefinger gives him an update on Catelyn Stark.
That evening, Tywin recounts to Arya how he taught his son Jaime to read. Turning his attention to her, he asks her about her family. She tells him her father was a stonemason ... who died of loyalty. Arya works up the courage to ask Tywin about his own father, and while the lord is distracted by his memories, she steals a scrap of paper detailing the Lannister movements against Robb. Outside of Tywin's chambers, Amory Lorch catches her with it but Arya runs off. Searching for Jaqen H'ghar, she demands he kill Amory right away. Sighing, Jaqen takes out Ser Amory with a poison dart just as the man approaches Tywin.
Daenerys paces outside of the home of the Spice King. Xaro Xhoan Daxos reminds her that had she married him, there would be no need to wait. When the Spice King finally gives her an audience, he debates points of grammar in her request for ships to "retake the Iron Throne." Sensing a rejection, Dany tells him the story of the birth of her dragons. "I am no ordinary woman," she says. "My dreams come true." Despite Dany's passion, the Spice King tells her she is a bad investment. Dejected, Daenerys returns to Xaro's palace. Once there, they find his household murdered, Irri strangled, and empty dragon cages. Elsewhere in Qarth, a hooded figure carries the hissing creatures to the House of the Undying.
Robb Stark spots Lady Talisa in his camp and gets her to admit that she is of noble birth. Watching her son watch Talisa, Lady Catelyn Stark reminds the King in the North that he is already engaged. Roose Bolton arrives with word from Winterfell: Theon has taken the castle. Beside himself, Robb declares he will march north. Unwilling to let Robb retreat, Bolton offers to have his bastard at the Dreadfort take care of the Ironmen. Robb agrees but wants Theon taken alive-he'll kill him himself.
Osha enters Theon's bedroom and offers her service again. When he reiterates his suspicions, she begins to undress herself. "We know things," she says, bargaining for her freedom. "Savage things." After Theon falls asleep, she sneaks out. Seducing his guard, she cuts his throat, and then motions for Rickon, Hodor and Bran to follow.
Princess Myrcella is sent away from King's Landing. Theon Greyjoy's plans to take Winterfell succeed as he continues to try to prove his Ironborn status. Robb reunites with the healer Talisa. At the Fist of the First Men, the ranger Qhorin Halfhand gives Jon Snow the opportunity to prove his worth. While out on patrol, Jon takes prisoner a Wildling named Ygritte. Joffrey incites a riot at King's Landing, in which he is nearly killed and Sansa is nearly raped. At Qarth, Daenerys tries to procure a ship to take her people to Westeros. Taken in by Tywin Lannister, Arya attempts to hide that she is Ned Stark's daughter, as Jaqen H'ghar helps her conceal her identity. Robb receives news of Theon's plans and sends men to retake Winterfell, while inside the city there are plans to get Bran and Rickon out. Daenerys' dragons are stolen.
Myrcella, Cersei's daughter, is sent away from King's Landing. Theon manages to take Winterfell and executes Cassel, a henchman, for insulting him. Osha, the captured wildling, helps Brandon and Rickon escape. Robb reunites with the healer Maegyr. At the Fist of the First Men, Snow captures a Wildling named Ygritte, but gets separated from his patrol when she tries to escape and he is forced to chase her. Joffrey incites a riot at King's Landing, in which he is nearly killed and Sansa is nearly raped. Tywin allows Baelish to seek the allegiance of the Tyrells. An officer suspects Arya; and she has H'ghar kill him. Robb receives news of Theon's plans and sends men to retake Winterfell. At Qarth, Daenerys tries to procure a ship to take her people to Westeros, all the while keeping Daxos at bay. Daenerys' dragons are stolen.
Maester Luwin barricades himself inside and scrambles to write a note to send with a raven. There are noises of a battle outside. He lets the raven go and guards break down the door and burst into the room. Similarly, Theon Greyjoy bursts in on Bran and in an almost friendly, brotherly manner, tells him he's taken Winterfell. He uses threats against the people to convince Bran to publicly tell them he's yielding Winterfell to save them. Bran asks Theon if he always hated them. Outside, Bran tells the people of Winterfell that he's yielding. Theon orders Luwin to send a raven to his father notifying him of his victory and a raven to his sister asking for 500 men. Osha, the captive Wildling, asks Theon for permission to fight for him, but he laughs her off. Bran asks her why she would switch sides. She says it's his dream; the ocean has come to Winterfell. She doesn't plan to let it drown her. Soldiers bring Ser Rodrik in and he proceeds to chew Theon out for his betrayal. Rodrik spits in his face. Theon plans to lock him in a cell but Dagmer argues that no one will respect him if he doesn't punish Rodrik harshly. Theon sentences Rodrik to death. Luwin and Bran both plead with him to reconsider, with Luwin arguing that Rodrik is worth more to them alive than dead. Theon looks at the two sides waiting to see what he'll do and goes ahead with it. Bran pleads and Rodrik tells him he's off to see Bran's father. Rodrik taunts Theon into doing it himself. Theon hacks away and finally lops off his head. Qhorin Halfhand leads the small band of crows towards the Wilding sentries. As they walk he tries to explain to Jon Snow the dangers of being North of the wall in Wildling country. Twyin Lannister admonishes the barely literate Amory Lorch for directing a letter to a house loyal to the Starks and giving away their plans. He notices Arya can read. Petyr Baelish is introduced and Arya tries to hide in a corner. She clears the table, trying to be invisible. But Twyin calls for wine. Petyr reports he came from Renly's camp. Arya serves them but works to hide her face from Baelish. He points out the Tyrells have yet to declare allegiance. Loras wants revenge and Maegery wants to be queen. Tywin remembers House Tyrell rebelled against the Iron Throne, against his grandson. Baelish takes note of her when she spills wine on him. He tells Tywin about meeting with Catelyn Stark to discuss her daughters. In the mountains, Jon Snow and his men surround wildlings and attack. Jon's about to kill the last one when he realizes she's a woman, Ygritte. She says there are hundreds of thousands more nearby. They quiz her on her people's plans. Qhorin Halfhand tells Jon they can't spare a man to watch her. Jon says he'll kill her as the rest of his party continues on, but he hesitates and she takes off running. He chases her over the snowy hills and cuts her off. He pins her and pulls out his dagger. She taunts him and points out its nearly dark and he's separated from his men. Cersei and her family watch at the shore as Princess Myrcella sails away. Full of venom, she tells Tyrion she hopes he truly loves someone someday so she can take her away. Joffrey mocks his younger brother for being upset and irks the Hound by calling him dog. Walking back to the palace among the people, Tyrion can sense the crowd turning. A cow pie hits Joffrey in the head and as he calls for whoever did it to be punished as the crowd begins to riot. People start attacking and the royal party tries to get back to safety. The crowd rips the Royal Septon to pieces. The Hound grabs Joffrey and the majority, except Sansa, make it to the castle. Joffrey rages about the people turning on him, saying he wants them all dead but Tyrion yells at him, saying they're starving because of the foolish war Joffrey started. Joffrey can't believe how Tyrion is talking to him, but Tyrion slaps him to make his point. Tyrion asks where Sansa is but Joffrey doesn't care. Tyrion lectures that she's the only way they get Jaime back. Joffrey still refuses to give an order to save her. Sansa runs down an alley but gets trapped by four men in a barn. They're about gang rape her when the Hound comes in and disembowels one, snaps another's neck and brutally kills a third. Dany gets impatient waiting for the Spice King, the second wealthiest man in Qarth. Xaro Xhoan Daxos waits with her. When he arrives, Dany cuts to the chase and tells them she wants his ships to cross the Narrow Sea to retake the Iron Throne. She promises to repay him three times over. He questions her strategy, pointing out she has no army and no allies. He refuses to back her based on dreams. She tells him about dreaming that she took the dragon eggs into the fire and that dream coming true as they hatched; her dreams come true. He's unmoved and refuses to help her because it's bad business. Back at Harrenhal, Arya sees a note on the table about Robb's military movements. Tywin finds her and tells her about teaching dyslexic Jaime to read. He asks about her father. She says he was a stone mason, but he's dead. What killed him? Twyin asks. Loyalty, she says, and Tywin is impressed with her maturity. She asks Tywin if he knew his father. As Twyin is distractedly talking, Arya takes the note from the table and hides it on her person. Later, in the courtyard, she reads it. It says Robb is moving his troops south by the coast. She runs off with the note but runs into Amory Lorch. He grabs the note, which he cannot read, from her and is about to take her to Twyin, but she bolts. She races through the courtyard looking for Jaqen H'ghar. She finds him and desperately blurts out "Amory Lorch," and insists that he must be killed now. Amory Lorch is given leave to enter Tywin's chamber and is about to show him the paper he'd taken from Tywin's "cup girl" when he falls dead of a poison dart to the back of his neck. Robb walks through camp, thanking and chatting with his men, who all seem to like him. He sees the field nurse who was brutally honest with him before, Talisa. She still won't say who she is, but he's sure that she is of noble birth. She jokes about being a spy. He invites her to join him, but they're interrupted by his mother, who has returned with Brienne. Catelyn doesn't recognize her family name from Volantis. She reminds Robb he's promised to another by debt and cannot follow his heart. They get the news that Theon has captured Winterfell. Jon leads Ygritte around the mountains and realizes he has lost his men. She tries to convince him to light a fire, but he refuses. She points out they'll stay warmer if they huddle. He begrudgingly lays down with her. He thinks his men will find him. She thinks he's stupid but brave. She grinds her body on him provocatively but he barks at her to stop. Robb cannot believe the news about Theon taking Winterfell. They learn about Ser Rodrik's death at the hand of Theon. Robb wants to retake Winterfell himself, but Roose Bolton convinces him to let him send his bastard son instead. Robb wants his brothers protected and Theon brought alive so he can kill him himself. At Winterfell, Osha makes a deal with Theon; sex for her freedom.In King's Landing, Shae treats the cut on Sansa's head. Sansa is reeling from the idea that men who didn't even know her wanted her dead. She complains to Shae that she hates the king more than anyone, but Shae warns her to be careful who she says that to and not to trust anyone. Osha sneaks out of Theon's bed in the middle of the night. She is intercepted by one of Theon's men but she distracts him by kissing him and then slits his throat. The coast is clear, she whistles for Rickon and Hodor carrying Bran and they sneak away with their direwolves. Dany is irritated at getting turned down by everyone for ships. She and Xaro return to her quarters and find all of her Khalasar murdered and her dragons gone. Someone carries the caged dragons up a flight of steps towards a tall tower.