Tyrion Lannister wakes up in a modest room with his head wrapped in a bandage. Gloating, Grand Maester Pycelle tells him that Lord Tywin Lannister defeated Stannis Baratheon-and Tyrion is no longer Hand of the King.
In the throne room, Joffrey hands out rewards to the heroes of the Battle of Blackwater. Lord Tywin is named Hand; Lord Petyr Baelish is given Harrenhal. Given a chance to choose his prize, Loras Tyrell asks that his family and Lannisters be formally joined through marriage as Margaery remains a virgin. Although Joffrey protests that he is engaged to another, his Small Council grants him permission to cast Sansa aside. Sansa secretly revels in her change in circumstance-until Littlefinger tells her it won't stop Joffrey from abusing her. Littlefinger offers to take her home, and when Sansa says King's Landing is her home now, he informs her she's not the liar she thinks she is.
Ros greets a new customer and is startled to find it is Varys. "I think your true talents are wasted," he tells her. Aware of how she's been treated, Varys tells the still-bruised Ros he protects those who work for him, unlike Littlefinger. Ros admits she's scared of her employer but Varys says that Littlefinger has weaknesses too.
Brienne of Tarth continues to ignore Jaime Lannister's provocations as they make their way to King's Landing. Three Stark soldiers happen upon them and are wildly amused that Brienne is a woman. Brienne pretends she is merely escorting a thief back to Riverrun, but one of the Stark men recognizes Jaime from Whispering Wood, forcing Brienne to kill them all. When Jaime expresses surprise that she has killed Stark men, Brienne reminds him, "I serve Lady Catelyn."
In the Westerlands, Catelyn Stark tells her son Robb that Walder Frey is a dangerous man to cross. Furthermore, although their marriage was arranged, she and Ned grew to love each other. Robb remains unconvinced, particularly when Catelyn tries to appeal to his sense of honor. He reminds his mother that she is in no position to call him reckless. That night, the King in the North marries Talisa Maegyr.
Filled with doubts and guilt, Stannis Baratheon accuses Melisandre of showing him a false prophecy. "If you see so much in your flames, why didn't you warn me?" he complains. Melisandre tells him that the war has only just begun: It will last for years, thousands will die-and it will be worth it. The two stare into the fire together.
Surrounded, Theon sulks in Winterfell. He recalls how impressed he was the first time he saw the castle: "We never stood a chance against a man who lives here." Maester Luwin reminds him he was treated more like a guest than a prisoner but Theon retorts that that never gave him comfort. Luwin offers his advice: Run and join the Night's Watch where he will be given a fresh start, but Theon rejects the idea aware Jon Snow would never let him live. Luwin appeals to the Theon he knew, "You're not the man you're pretending to be," he says. Theon counters that he's gone too far to be anyone else.
The Prince of Pyke rallies his men in the courtyard of Winterfell and instructs them to fight to their deaths and become the stuff of legend: "Girls will think of us with their lovers inside them." As his rousing speech comes to a close, Dagmer Cleftjaw knocks Theon out and tells the men they are going home. When Luwin sees what has happened, Dagmer spears him through the stomach.
Varys tells Tyrion that Queen Cersei instructed Mandon Moore to attack him during the fighting. Tyrion refuses to believe his sister's treachery, but instructs Pod to summon Bronn for protection. Varys breaks the news to him: Bronn has been relieved of his duty, the Hill tribesmen have returned home, and even Varys must abandon him. As a final gesture, Varys sends in Shae to comfort Tyrion, and thanks him for saving the city-no one else ever will. Shae peels the bandages off of Tyrion but refuses to let him wallow in self-pity. She tells him they should leave for Pentos-it's clear he's not wanted in King's Landing-but Tyrion won't leave. He belongs in King's Landing, where the game is played. Shae promises to stay with him.
Arya, Hot Pie and Gendry leave Harrenhal and find Jaqen H'ghar waiting for them. Jaqen says that if she wishes to learn how to be like him, she will need to travel to Braavos with him. He tells her she can learn the way of the Faceless Men, and offer the Red God names on her list-and more. Although tempted, Arya decides she needs to find the rest of her family. Jaqen hands her an iron coin with the instructions to give it to any Braavosi and say "Valar Morghulis" when she needs him again. Her friend rearranges his face so that he no longer looks like Jaqen, and walks off.
Osha, Hodor, Rickon and Bran leave the crypts under Winterfell and see the entire castle has been razed. In the Godswood, they find Maester Luwin dying from his wound. He refuses their offers of help and tells the boys they must leave and meet Jon at the Wall, in case the Ironmen return. As the boys weep, Luwin tells them he considers himself lucky for the time they spent together. Sending the Starks away, he asks Osha to protect them-and to give him a quick death.
Daenerys arrives at the House of the Undying with Jorah Mormont and Kovarro. Walking around it, looking for an entrance, Jorah and Kovarro lose sight of Daenerys, who ends up inside. As she searches for her dragons, she passes through a series of rooms. A destroyed Throne Room covered in snow leads her to the Wall, where she finds a Dothraki tent. Inside, Khal Drogo comforts their baby. Drogo says if they're in a dream, he doesn't want to wake. Dany tears herself away and passes into a room where she finds her dragons in chains. Multiple Pyat Prees tell her that the dragons have brought magic back. Since everyone is stronger when Dany is with her dragons, she must stay with them forever. Finding herself in chains, Dany commands Dracarys to breathe fire through her and at Pyat Pree. The dragonfire melts her chains and kills Pyat Pree, but does not harm her.
Dany and her horde go to Xaro Xhoan Daxos' house, where they find him in bed with Doreah. Taking his key, Dany unlocks his secret vault and discovers it is empty. Xaro and Doreah plead for their lives, but Dany locks them in vault. The Dothraki pillage Xaro's home to earn enough for a ship.
Qhorin Halfhand and Jon Snow march with the wildlings to Mance Rayder's camp. En route, Qhorin starts a fight with Jon, blaming him for the death of his brothers. Rattleshirt allows them to fight, and Qhorin goads Jon into killing him. Rattleshirt orders Qhorin's body burned, as Jon struggles with the weight of what he has just done. Ygritte shows him a valley where thousands of wildlings have gathered to follow Mance.
Dolorous Edd, Grenn and Samwell Tarly search the snowy plains for dung to burn. As Sam continues talk about Gilly, horns sound in the distance-three blasts. Sam gets left behind and watches an army of white walkers march past him.
The aftermath of the Battle of the Blackwater sees Joffrey set Sansa aside in favor of marrying Margaery Tyrell while Tyrion fears for his and Shae's safety now that his father has replaced him as Hand of the King. Melisandre gives the defeated Stannis a new hope. Brienne runs into trouble while escorting Jaime to King's Landing. Catelyn tries to convince Robb that his romance with Talisa is dangerous, but he defies her and the two are married. In Qarth, Daenerys ventures into the House of the Undying and successfully retrieves her dragons. She then seals the traitor Xaro Xhoan Daxos inside his own vault and claims his riches for herself to buy a ship. In Winterfell, Theon is betrayed by his own men in the face of an inevitable siege while Winterfell is put to the torch. Osha and Hodor sneak brothers Bran and Rickon away from the smoldering ruins and take them North toward the Wall. Arya, having escaped Harrenhal with Hot Pie and Gendry, receives the gift of a valuable coin from Jaqen. North of the Wall, Qhorin Halfhand forces Jon to kill him to prove his loyalty to the Wildlings and an army of White Walkers surrounds the Fist of the First Men.
Joffrey sets Sansa aside in favor of marrying Margaery while Tyrion fears for his and Shae's safety now that Tywin has replaced him as Hand and relieved Bronn from his command. Melisandre gives Stannis a new hope. Brienne and Jaime are spotted by three Stark soldiers, whom she kills. Catelyn fails to dissuade Robb from marrying Talisa. In Qarth, Daenerys ventures into the House of the Undying and successfully retrieves her dragons, who kill Pree. She then seals Daxos inside his own vault and claims his wealth for herself. In Winterfell, Theon tries to convince his men to fight Robb's army, but is knocked unconscious by them, who decide to leave. A dying Luwin convinces Brandon's party to go to the Wall. Arya, having escaped Harrenhal with Hot Pie and Gendry, receives the gift of a valuable coin from H'ghar, who magically changes his face. North of the Wall, Halfhand forces Snow to kill him to prove his loyalty to the wildlings while an army of White Walkers surrounds the Fist of the First Men.
Tyrion wakes up bandaged to find Maester Pycelle standing over his bed. He calls for someone to alert Varys and Bronn that he's still alive. Pycelle informs him that Stannis suffered a stunning defeat at the hands of his father Tywin. Tyrion has been moved to decidedly less comfortable accommodations. He's informed he's no longer Hand of the King. In the Throne Room, King Joffrey proclaims his grandfather Twyin the hero of the realm and reiterates his position as Hand of the King. Petyr Baelish, for uniting the houses of Lannister and Tyrell, is raised to a Lord and is given the lands and Castle of Harrenhal. In the crowd, Varys glowers. Up next, Joffrey promises Loras Tyrell anything he should ask for. Loras states that his sister Margaery remains "innocent" and therefore is able to re-marry. He suggests they join their two houses by marriage. Margaery, wearing her lowest cut gown, professes she fell in love with Joffrey from afar and he says the same, but says he's promised to another. In the gallery, Sansa looks on nervously. Joffrey says he has to keep his word, but Cersei pipes up that it wouldn't be wise to marry a woman whose father was beheaded for treason and whose brother is at war against them. She says, for the good of the realm, "your counselors beg you to set Sansa Stark aside." Joffrey says again he took a vow. Pycelle totters out and says his father made this pact before the Starks revealed their "falseness." He says he has consulted with the High Septon and that their crimes free Joffrey of any promises of King Robert's. Joffrey happily agrees to wed Margaery. Sansa quietly walks away, then suppresses a relieved smile. Baelish intercepts her and disabuses her of the notion that she'll be free to go, saying Joffrey will still beat her and have his way with her. "Joffrey's not the sort of boy who gives away his toys," he says. But, out of kindness for her mother, he offers to get her home. In the whorehouse, Ros gets a visit from Varys. She doesn't recognize him at first. He knows about her being beaten. Varys tells her she's right to be afraid of Baelish, but they could be partners. He claims to know his weaknesses. Brienne and Jaime make shore. They find three women strung up by their necks with a sign declaring that they had laid down with lions. Brienne pauses to cut them down and bury them. Three Stark men approach and Brienne ignores Jaime's request to be cut free. The men laugh at the fact that she's a woman. When she asks the men whether the three tavern wenches had a quick death, one of them says that two of the deaths were quick, the third was not. They keep pressing Brienne for information on her prisoner. When they ask his crime, Jaime and Brienne both sell the story he's a thief, but one of the men recognizes him as Jaime Lannister. Brienne insists he's not. The leader of the men tells Brienne and Jaime to say what his name is at the same time at the count of three. Brienne takes out her sword and cuts them all down, but the third she takes her time with, skewering him in a way to make sure he won't rape again. Jaime points out she just killed Stark men. "I don't serve the Starks, I serve Lady Catelyn. I told you I'd take you to King's Landing and that's what I'm going to do," she says. Robb tells his mother he loves Talisa and doesn't intend to go through with his arranged marriage to Lord Walder Frey's daughter. Lady Stark once again attempts to steer him back to his betrothal and warns that Lord Frey is not someone to trifle with. Robb is defiant, saying "My father is dead and the only parent I have left has no right to call anyone reckless," he says. Stannis is angry at Melisandre, saying that she promised he'd win, that she saw it in the fire. She says he can still win. He starts to choke her, asking where her god is now. "In you," she croaks out. He lets her go and she coos in his ear, saying that the war will go on for years and before it's over he'll betray everything he believes in, his own family and his own men, but it will all be worth it, because he'll win. He still doubts. She tells him to look into the fire. He looks and sees. Theon sulks in front of the fire, knowing he's surrounded and angry that they're blowing the horn incessantly to keep him from sleeping. He wants more ravens sent to his father but Maester Luwin reminds him he killed all the ravens. He laments being raised as a prisoner and then returning home to a father who didn't care. Luwin suggests he run. But there's nowhere to run to, Theon says. He couldn't go home a coward. Luwin suggests he join the Night's Watch, where he'd be beyond the law. Luwin tells him about the secret passageways. Luwin tells him on the Night's Watch he'll have opportunities to make amends. "I've known you many years, Theon Greyjoy. You're not the man you're pretending to be," Luwin tells him. "You may be right, but I've come too far to pretend to be anything else," Theon says. Theon goes outside and gives a rousing speech to his 20 remaining men, saying history will remember the Battle of Winterfell. "What is dead may never die!" he ends. Then his own man Dagmer Cleftjaw knocks him unconscious. They thought he'd never shut up. "It was a good speech, didn't want to ruin it," Dagmer says. They put a bag over Theon's head and say it's time to go home. Maester Luwin comes out to see what's going on and gets a spear through the belly. Varys tells Tyrion that Ser Mandon tried to kill him on his sister's orders, but Podrick saved him. Tyrion asks for Bronn to put Gold Cloaks outside his door but is informed that Bronn is no longer in command. The Hill Tribes men have also been paid and sent home by Lord Twyin. Varys informs Tyrion that some of the Gold Cloaks are loyal to Twyin, and some are loyal to Cersei. Varys tells Tyrion he won't see him for awhile, but he assures him he's still his friend. He ushers Shae in. Varys tells him many know that without him the city would have fallen, even if history won't show it. Shae gently takes off his bandage to reveal a gnarly scar across his whole face. She suggests they run away together, but he says out-talking and out-thinking the bad people there is what he's meant to do. He asks her if she's going to leave. "You have a shit memory. I am yours and you are mine," she says, curling up with him. Robb and Talisa are married in a private ceremony. Jorah and Daenerys approach the house of the undying, a tall stone tower with no apparent door. Daenerys runs around it looking for away in. Jorah loses sight of her on the turn and sees she has disappeared. Inside, Daenerys shouts at the warlocks that they can't frighten her with magic tricks. She hears her dragons squeal. On the road outside Harrenhal, Arya and Gendry see Jaqen. She wants to know how to kill and he offers to show her if she goes with him. But she needs to find her family. He gives her a "coin of great value." If the day comes when she needs to find him again, just find any man from Braavos, give him the coin and say "Valar Morghulis." She asks him to stay, but he tells her Jaqen is dead. He looks away, and when he looks back, he's someone else. Arya watches him walk away. Osha leads Bran and Rickon up to the square, which they find burnt and empty. They find their direwolves and head to the sacred weirwood tree. Luwin is lying under it, mortally wounded. He tells them to pack up and go north. There are too many enemies in the south. He tells them to find Jon on the Wall, who will look after them and send word to their mother. He tells Osha to protect them, even from her own kind. She says she has no love for her own kind. She offers to get him milk of the poppy, but he motions to her knife instead and tells her to do it quickly. They head out on the road, leaving Winterfell burning in the distance. Daenerys walks deeper into the dark House of the Undying and into an open room with a ring of doors. She can hear her dragons on the other side. She opens a door and walks into a snowy courtyard that is the throne room of King's Landing but in ruins. She walks up to the Iron Throne and is about to touch it when she hears the plaintive dragon's cry. She walks toward it and is out beyond the wall in unending white snow. She sees a small hut in the distance and walks in. She walks in to a sunny scene of Khal Drogo holding their child. She wonders if she's dead and doesn't know it. He suggests maybe he came back for her. She sits down with him and they soak up the dream. But the cry of the dragons wakes her from it. She gets up and leaves. She walks back into the chamber and sees her dragons chained on the pedestal. The warlock Pyat Pree walks out to greet her, reappearing in many versions all around her. He explains that when her dragons awoke, it awoke his power and it's strongest in her presence. So, he tells her, she'll remain there with them. She finds herself in chains, but remains calm. Her tiny dragons await her command. "Dracarys," she says. They let out a tiny puff of smoke. But that's just the warm up. They start breathing fire and soon torch Pyat, then their chains. Daenerys is unharmed by their flame and soon she is free. Ygritte marches Jon Snow and Qhorin back to Mance. Qhorin grabs a sword and attacks Jon to further sell the idea that Jon's no longer loyal to the Night's Watch. The wildlings let them fight and Jon is forced to fend off his friend. Sensing that Jon is hesitating, Quorin taunts him until Jon skewers him. As he falls dying he whispers to Jon: "We are the Watchers of the Wall." The wildlings free his hands and Ygritte takes him to meet the King beyond the wall. Daenerys and her people sneak up on Xaro in bed, taking his medallion to unlock the safe that he said held unimaginable wealth. She finds one of her hand maidens in bed with him and goes to the vault. It's empty. She seals Xaro and the traitor inside. The remaining Dothraki go through Xaro's chambers and take the gold and jewels -- enough to buy a ship.Samwell and his friends hear three blasts of the horn. They run, but Sam falls behind as a blizzard closes in. He runs as he sees figures approaching. As he cowers behind a rock, hordes of undead stream by led by White Walkers mounted on Wight horses.