Beyond The Wall, in a prologue scene, shouts and sword clashes are heard in the darkness as the White Walkers and their army of undead wights attack the men of the Night's Watch off-screen in the Battle of the Fist of the First Men. Samwell Tarly is then seen wandering through a blizzard in search of safety. He sees another man of the Night's Watch up ahead but soon finds that he has been decapitated and his head placed in his own hands. Just then, a wight approaches Sam and is about to attack him with an axe when the direwolf Ghost knocks it down. Ghost continues to tear at its legs as it pulls itself forward inch by inch towards Sam. The wight suddenly burst into flame, destroyed by a torch wielded by Lord Commander Jeor Mormont, killing it. Mormont has managed to rally the few dozen survivors out of his original three hundred men at the Fist of the First Men. Mormont is angry that Sam wasn't able to send off any messenger-ravens in the confusion of the attack. Mormont announces that they must retreat back to the Wall, not simply to save their own lives but because Castle Black and the rest of Westeros must be warned of the coming threat―otherwise everyone they've ever known will die.
Little Waiting Time...
Meanwhile, Jon Snow is led by Ygritte and the Lord of Bones into the main wildling camp in the Frostfangs mountains. It is not simply an army camp - almost all of wildling society is on the move to escape the White Walkers, including women and children. As they enter the camp, Jon is shocked to see a real-life giant walk past. Many of the wildlings are surprised to see Jon in his all-black Night's Watch clothing and shout "Crow!" at his approach. Several young boys pelt Jon with ice and small stones, but Ygritte shoos them away.
Jon is led into the tent of King-Beyond-the-Wall Mance Rayder, where the Lord of Bones explains that he is Ned Stark's bastard son to a large man with a heavy beard who is eating chicken by the fire. He says that he doesn't care, but his interest is piqued on hearing that Jon killed Qhorin Halfhand. As they talk, Jon kneels before the man, whom he assumes to be Mance Rayder, and calls him "Your Grace" as he would a king south of the Wall. All the wildlings to burst into laughter; their society does not bother with such ceremony–and because the man actually isn't Mance, but his lieutenant Tormund Giantsbane. Mance himself is an unassuming man sitting in a corner, who then introduces himself and tells Jon to stand, as no man kneels before another among the Free Folk, as they do not recognize a class of nobility in their culture.
Mance says he is glad that Jon killed Qhorin, as he had killed many of Mance's wildlings, though he notes that Qhorin was his brother once, back when he was a member of the Night's Watch and Qhorin had a whole hand. Mance asks Jon why he wants to join them. He replies that he wants to be free, but Mance thinks he just wants to be a hero. Jon then explains that when the Night's Watch camped at Craster's Keep, he saw Craster leave his newborn son in the woods as an offering, and the inhuman creature that took it. Jon says that he wants to leave the Night's Watch because he is disgusted that Mormont already knew what Craster was doing but did nothing to stop it. Jon states that the First Men he is descended from defeated the White Walkers once during The Long Night, and that now he wants "to fight for the side who fights for the living." Mance is satisfied and advises Jon to get a new cloak.
In King's Landing, King Joffrey Baratheon's forces stand victorious after the Battle of the Blackwater. House Lannister's new allies House Tyrell begin to settle into the capital. Tywin Lannister bluntly tells his son Tyrion that he intends to disinherit him. This comes as a shock, because his older brother Jaime gave up all right to inherit his father's lands when he joined the Kingsguard, and Tyrion is rightfully the next in line of succession. For that matter, despite all evidence to the contrary, Tywin refuses to believe that Tyrion was in any way helpful in the defense of the city or during his months as acting Hand of the King. Instead, Tywin obstinately maintains his belief that Tyrion is a whore-mongering, drunken, "ill-made, spiteful little creature," and that he is lying about all of his accomplishments out of envy. Tywin is particularly insulted that Tyrion brought his mistress, Shae, to the capital when Tywin explicitly told him not to, which makes Tywin convince himself that Tyrion was in bed with Shae most of the time while events spiraled out of control. When Tyrion asks why his father is doing this, Tywin is shocked as if Tyrion insulted him, and says it should be obvious as Tyrion "killed" his mother Joanna in childbirth so that he might enter the world. Tywin says that the laws of men say he has to let Tyrion use his family name, but that he wishes he could prove Tyrion wasn't his son, so his very existence would not continue to make a mockery out of the name "Lannister" which he stole from Tywin. Tyrion fumes at the situation to his sellsword Bronn, who has recently been knighted as a reward for his service in the Battle of the Blackwater. He now styles himself as "Ser Bronn of the Blackwater," and while possessing no lands, wealth, or title, this drastically elevates his social standing–and in his mind, his pay.
Meanwhile, Joffrey's ride back from the Great Sept of Baelor in a heavily guarded palanquin is interrupted when his betrothed, Lady Margaery Tyrell, stops the procession in Flea Bottom unexpectedly. Margaery shocks the guards and bewilders Joffrey by getting out and exploring, eventually arriving at an orphanage and interacting with the children. Meanwhile, her servants pass out bread and toys, earning her the love of Flea Bottom's smallfolk. That evening, Joffrey and Cersei visit Margaery and her brother Loras Tyrell for a small dinner party. Cersei admonishes Margaery's boldness and reminds her that her impromptu charity work took place on the same streets where the royal party was assaulted weeks earlier.
When Joffrey naively defends Margaery and criticizes his mother, Cersei realizes that she is on the verge of being outmaneuvered. Cersei only knows how to rule through fear, but Margaery knows how to win the love of the people she rules over, a skill Cersei lacks. Sansa Stark and Shae sit on the docks watching ships arrive and depart. Sansa wants to play a game making up stories about where the ships are headed, but Shae, in typical fashion, is uninterested. Petyr Baelish arrives to speak with Sansa.
She displays an eagerness to leave as soon as possible. He suggests that when he next leaves the capital by sea, she might be able to stow away. Sansa advises him not to give her too many details since she is a terrible liar. Meanwhile, Ros, who seems to be acting as Littlefinger's aide, reminisces about the day Sansa was born, when all the bells in Winterfell were rung in celebration. She asks Shae to look out for Sansa, particularly in regards to Littlefinger.
In Blackwater Bay, Davos Seaworth is rescued from the sea by Salladhor Saan after being thrown overboard by the wildfire blast in the battle. Forlorn over the death of his son Matthos, Davos feels that Melisandre has led Stannis to disaster, and is horrified to hear from Salladhor that she has begun to conduct human sacrifices. After the defeated remnant of Stannis' forces returned to the island, Melisandre ordered any who spoke out against her to be burned alive as offerings to the Lord of Light. Davos convinces Salladhor to bring him to Dragonstone.
On Dragonstone, King Stannis Baratheon's shattered forces regroup after being almost totally destroyed in the Battle of the Blackwater. He finds Stannis despondent, sitting in the Chamber of the Painted Table alone with Melisandre. Davos openly calls Melisandre his enemy, condemns her for conducting human sacrifices, and says she is leading Stannis astray. She counters that it was Davos who urged Stannis not to bring her to the battle, and implies that it was actually Davos' fault that thousands of their men burned to death, including his own son. At the mention of his son Davos draws a knife on her in a fit of anger, but he is restrained by the guards, and Stannis orders him put in the dungeon.
In the Riverlands, the morale of King Robb Stark's army is starting to wane. They have not had a significant victory since the Battle of Oxcross months ago, and the news of the Lannisters' victory over Stannis and new alliance with the Tyrells piles bad news upon bad news. Robb has won every battle he has ever fought, but the Lannisters finally realized it was too difficult to try to attack him head-on, so they have shifted to the new strategy of simply fleeing ahead of Robb's army. Robb's forces have won many small but also insignificant minor victories, as the Lannisters are now determined to simply wait Robb out and exhaust his army far from home while they slowly rebuild their own numbers and gain new allies. In frustration, Robb launches a new offensive to the east which takes the great castle of Harrenhal, which Tywin had been using it as the main Lannister forward base in the Riverlands during the first year of the war. However, Robb does not find the decisive victory he was hoping for: Tywin withdrew his garrison to King's Landing to counter the attack by Stannis, and didn't even bother wasting any men on a token defense of the castle. Robb and his forces are further demoralized to find that the Lannisters massacred two hundred Northern and Riverlands prisoners of war before they left, and the courtyards are choked with piles of bodies. They do find one survivor, a maester named Qyburn.
Across The Narrow Sea, Daenerys Targaryen's ship arrives at the city of Astapor in Slaver's Bay after leaving Qarth. Daenerys' dragons are continuing to grow, and are now about the size of small dogs. They fly about their ship as it approaches the city, plucking fish from the sea and roasting them in mid-air with their fire-breath.She notes that they are still not big enough to use as weapons of war to invade Westeros with, and that she needs an army. Ser Jorah Mormont notes that the elite warrior-eunuchs produced in Astapor, known as the Unsullied, are said to be among the finest soldiers in the world. Daenerys stresses that they are slave-soldiers, a distinction which may make some look on her negatively in Westeros where slavery is illegal, but Jorah says they have no better ideas for how to acquire an army. Daenerys expresses interest in expanding her tiny Dothraki khalasar (most of them are seasick because the Dothraki have never traveled on ships before), but Jorah says that other Dothraki will only join her if they think she is strong, and for that she needs an army.
Upon arriving at Astapor, Daenerys is given a tour of the Unsullied barracks by the Unsullied's owner, Kraznys mo Nakloz, with his slave girl Missandei translating his Low Valyrian into the Common Tongue of Westeros for Daenerys. They explain that the Unsullied are trained for battle from the age of five, and that only one in four recruits survives the training. Kraznys also demonstrates that the Unsullied do not fear pain or death by slicing off the nipple of one soldier (much to Daenerys's disgust), who not only shows no sign of pain, but thanks the slavemaster for the opportunity to serve him. Kraznys goes on to explain that the Unsullied are trained to show no mercy or weakness by killing a newborn slave child in front of its mother at the end of their training. Daenerys is outraged by this, but still asks how many Unsullied are available. She is told there are eight thousand soldiers for sale and that she has until the next day to make a decision.
On the way back to their ship, Ser Jorah urges that Daenerys should purchase the Unsullied, arguing that under her command, these slave soldiers will have a far better quality of life serving her than they would under Kraznys and his ilk. Daenerys is distracted by a playing child following her and Jorah, and neither notice a man in a hooded black cloak following them, armed with a dagger.
The child offers a gift to Daenerys - a wooden ball - but as she picks it up, the hooded stranger knocks it out of her hands; Ser Jorah grabs the stranger and their struggle knocks Daenerys to the ground, where to her horror, the ball cracks in half and a manticore emerges to attack. Before the creature can harm Daenerys with its lethal sting, the stranger impales it with his dagger and charges at the child, who hisses in a reptilian manner, baring teeth and features reminiscent of Pyat Pree, and uses magic to escape. Daenerys realizes the assassin was likely an agent of the surviving Warlocks of Qarth.
Turning her attention to her savior, Daenerys is surprised when the man addresses her as his Queen and removes his hood. She asks if Jorah knows the man. A stunned Jorah admits he does; the stranger before them is one of the most skilled fighters in Westeros: Ser Barristan Selmy, Lord Commander of Robert Baratheon's Kingsguard. Falling to his knees, Ser Barristan explains that following Robert's death and his dismissal by Joffrey, he has been searching for Daenerys Stormborn, to beg her forgiveness and offer his service, hoping to make amends for failing House Targaryen during and after Robert's Rebellion, when he served in her father's Kingsguard. Barristan hails her as the rightful Queen and asks to serve in her Queensguard.
Beyond the wall, those of the Night's Watch that have survived try to go south to warn everyone of what is coming. Samwell is taken to task for not having sent the ravens. Jon Snow meets Mance Rayder, the King beyond the Wall and is accepted among them. In King's Landing, Tyrion's face has healed and Cersei pays him a visit worried about what he might say about her to their father. Tyrion enlists Bronn, now a knight, to protect him. He doesn't get much satisfaction from his father who promises him better living quarters but not much else. Lady Margaery is cementing her place at court. Sansa meanwhile may have a way out of King's Landing courtesy of Lord Baelish. Davos Seaworth has survived and is rescued. He returns to Dragonstone intent on stopping Melisandre but soon finds himself in the dungeons. Robb Stark arrives at Harrenhal to find all of its occupants dead. Daenerys arrives in Astapor looking for an army. Ser Jorah tells her the Unsullied are the best fighters in the world.
PETER DINKLAGE ( Tyrion Lannister )
KIT HARINGTON ( Jon Snow )
EMILIA CLARKE ( Daenerys Targaryen )
RICHARD MADDEN ( Robb Stark )
LENA HEADEY ( Cersei Lannister )