In King's Landing, Tyrion Lannister leads the defense of King's Landing against an assault by King Stannis Baratheon in the Battle of the Blackwater. He spends the night before the expected siege in bed with Shae, telling her she can still leave the city. Tyrion has Varys provide him with a map of the tunnel network beneath the city. Varys tells Tyrion that he is all that stands between them and defeat. Bronn drinks with the Lannister men and has a confrontation with the Hound, who is here first beginning to show the emotional and political fluctuations he will experience in the coming battle and which will shape his destiny for the rest of the series. Stannis plans a naval assault aiming to overcome the city's small defensive fleet and land his troops at the walls of the city near the Mud Gate.
Little Waiting Time...
From the battlements, Joffrey berates Tyrion, demanding to know why his ships are not meeting Stannis's fleet. Tyrion has anticipated his strategy and does not field his fleet. Instead he sends a single ship filled with Wildfire into the heart of Stannis's fleet, leaking the volatile substance over the surface of the water. Bronn has been awaiting Tyrion's signal outside the city on the shores of the bay, and when Tyrion tosses a torch from the battlements, Bronn fires a flaming arrow triggering a massive, massive aquatic explosion. The ensuing conflagration devastates Stannis's fleet and destroys the ship of his high captain, Davos Seaworth, as well as killing Davos's son, Matthos.
Stannis responds by putting his men ashore inside row boats, landing further from the walls to avoid the still burning inner bay. With less protection for his troops he predicts that thousands will die. He leads the assault personally and is the first to reach the walls. Tyrion orders Sandor Clegane to lead a sortie beyond the Mud Gate to repel the attackers. Sandor does as asked but is terrified by the fire and breaks down emotionally. Ser Lancel Lannister accompanies him and is wounded by an arrow. Bronn joins the fight in time to save the Hound's life. The Hound retreats after losing half of his men and refuses to go out again. He demands wine and walks away from the battle and his place in the Kingsguard, after saying in the presence of all, including the king, "Fuck the kings guard. Fuck the city. Fuck the king."
Queen Regent Cersei Lannister offers protection to the ladies of the court in Maegor's Holdfast. She had earlier obtained Essence of Nightshade (which is deadly unless taken in tiny amounts) from Grand Maester Pycelle and keeps the headsman Ser Ilyn Payne at her side at all times, preparing for the worst. She drinks wine heavily during the assault and seems, to simultaneously torment and mother her captive, Sansa Stark, with a sort of cynical feminism involving dire descriptions of the rapes that will occur if the city falls. She also begins to question Shae, who seems to her perhaps an unlikely handmaiden. When Lancel comes to tell her that Stannis has reached the walls Cersei orders him to bring Joffrey back to the Red Keep, ignoring his protests that it would damage morale.
Joffrey willingly leaves the defensive line with Lancel and charges Ser Mandon Moore and Ser Boros Blount of the Kingsguard to fight in the King's name. The gold cloaks' morale is broken by his departure. Tyrion steels himself to lead a sortie of his own. He rallies his men by telling them to fight for their city, their homes and their women, if not for their king and utters his famous line, "Those are brave men knocking at our door. Let's go kill them!" He leads his men through the tunnels beneath the city and is able to defeat Stannis's troops manning a battering ram at the Mud Gate. Tyrion is betrayed by Ser Mandon while fighting against a group of reinforcements. Mandon slashes Tyrion across the face with his sword. Before he can strike Tyrion again, Tyrion's squire Podrick Payne kills Ser Mandon from behind with his spear. Tyrion, barely conscious and held by Podrick watches a battle that seems lost.
Lancel returns to Cersei to warn that they are defeated unless Joffrey returns. When Lancel tries to be firm with her, Cersei ignores his counsel, pushes him out of the way (deliberately causing him pain by hitting his injured side), and storms out. Sansa tries to keep up the morale of the other women, frightened by Cersei's sudden departure. Sansa leads them in singing a hymn. Cersei has taken Tommen to the throne room. She sits with him on the Iron Throne, and tells him a story about a young lion and how it did not need to fear other beasts of the forest, the wolf and the stag. As she does this, she readies the poison for herself and for her son. Shae tells Sansa to go to her chambers, lock herself in, and await Stannis, as he would not harm her, but Ser Ilyn might. Sansa finds the Hound waiting in her room. He offers to take her north to Winterfell, but she says she will be safe there when Stannis takes the throne.
The Hound scares Sansa, but tells her to look at him, saying that since the world is made up of killers like Stannis, her father, her brother Robb, and he himself, she better get used to looking at them. Though he promises to protect her, she is still too afraid of him to go with him. Cersei sits on the Iron Throne and prepares to poison Tommen in order to prevent him from being taken captive.
The forces of Tywin Lannister and, it is revealed, his new allies in House Tyrell join the battle. Their cavalry charge is led by a warrior dressed in the armor of Renly Baratheon and it decimates Stannis's army. The survivors flee to their ships. Stannis is dragged from the battle by his guards, screaming for his men to stand and fight. Tyrion collapses into unconsciousness as the battle turns in the Crown's favor. Tywin bursts into the throne room and announces their victory, just in time to stop Cersei from killing Tommen. Ser Loras Tyrell reveals himself as the knight wearing Renly's armor.
Confident of victory, Stannis Baratheon's fleet and army arrive at King's Landing and the battle for the city begins. The Lannisters are badly outnumbered but Tyrion has make sensible preparations and strikes a blow. When no one else will lead the troops beyond the city wall, Tyrion decides he will do so himself. Cersei plans for her and her children's future. It appears they are all headed for certain death but help suddenly arrives.
PETER DINKLAGE ( Tyrion Lannister )
CHARLES DANCE ( Tywin Lannister )
LIAM CUNNINGHAM ( Davos Seaworth )
JACK GLEESON ( Joffrey Baratheon )
LENA HEADEY ( Cersei Lannister )