Bran Stark wakes up dreaming of archery lessons with his brothers and the three-eyed raven. He has a vision of an unfamiliar boy who tells him, "The raven is you." Bran tries to explain his dream to Osha, but she brushes him off and says they still have a long way to go.
Roose Bolton arrives with bad news, which Robb must then break to his mother. Her father Lord Hoster Tully has died and Winterfell has been put to the torch. Robb tries to remain optimistic: Bran and Rickon have not been found, but Catelyn Stark is distraught to learn there have been no demands from Theon Greyjoy--who is also missing.
Elsewhere, Theon is splashed awake. Bound on an X-shaped cross, he pleads with the Ironmen who peel skin from his fingers and turn a screw into his foot. He explains he took Winterfell to bring glory to his father. When his captors seem unsatisfied, he confesses he was resentful about being a Stark hostage. When that still fails to change his situation, Theon swears he will tell them anything. After everyone leaves, a boy mopping the floors tells Theon that he has been sent by his sister Yara. The boy promises he will return for Theon that evening.
Brienne of Tarth escorts Jaime Lannister south off of the main road. Jaime does his best to provoke her, particularly when he realizes that she had feelings for Renly Baratheon. "You were far too much man for him," he teases her. When a farmer crosses their path, Jaime urges Brienne to kill him, but Brienne refuses on the chance that the farmer hasn't recognized Jaime.
Queen Cersei keeps Joffrey company as he's fitted for new suits. When Joffrey refuses to take her bait about Margaery, she tries to warn her son he is being manipulated. Joffrey pointedly tells his mother he doesn't need to listen to her.
Sansa Stark insists to Shae that Littlefinger is not interested in her romantically--he's too old. But Shae lets Sansa know she'll make Littlefinger stop should he ever step out of line. Loras escorts Sansa to meet his sister and their grandmother, Lady Olenna Tyrell.
Sansa shares her condolences with Lady Olenna about Renly's death, but Lady Olenna has few kind words for Margaery's deceased husband. She has fewer still for the Tyrell men, Lord Mace and Loras, and complains about their involvement in the war. When the servants are out of earshot, Lady Olenna asks Sansa for her opinion of King Joffrey. Sansa repeats her usual platitudes, but Lady Olenna and Margaery encourage her to speak freely. Sansa then reveals the horrors Joffrey has put her through, and confesses, "He's a monster." Lady Olenna and Margaery absorb the information, but tell Sansa that the wedding will go on.
On the road to Riverrun, Lord Karstark lets Robb know he no longer has faith in him; the war was lost when he married Talisa. Talisa tries to console Catelyn, but Catelyn pushes her away while she works on a prayer wheel for her children. Catelyn tells her she has crafted them before; the first when Jon Snow fell sick as an infant--after Catelyn wished for his death. Although she made promises to accept him if he lived, Catelyn couldn't keep her word.
Mance Rayder tells Jon the different wildling clans joined him because he told them they would die if they didn't. Jon watches Orell control his eagle and learns about warging. Having entered the eagle's mind, Orell reports that he saw the Fist of the First Men and "dead crows." Further south, Rast tells Samwell Tarly he should stop holding the group back and die. Sam is ready to do so but the Lord Commander orders Rast to see that Sam makes it back to Castle Black.
Bran wakes up from a dream to find Osha and Summer on edge. The boy from Bran's dream approaches, and is taken by Osha, who in turn, is threatened by the boy's sister. The boy introduces himself as Jojen Reed; he has been looking for Bran.
In the Riverlands, Gendry questions Arya's choices for Jaqen H'ghar's kills. "You could have ended the war," he points out. As Arya tries to reorient them towards Riverrun, they are taken by a group of men who identify themselves as the Brotherhood Without Banners.
Shae surprises Tyrion Lannister in his bedroom. Tyrion begs her to be careful--his father is in a hanging mood. Shae tells Tyrion Ros warned her about Littlefinger and Sansa. Tyrion admits that Sansa's beauty will attract suitors of all kinds, prompting Shae to mark her territory.
At his request, Margaery pays a visit to Joffrey as he prepares for a hunting trip. Joffrey digs for details about her relationship with Renly, and she carefully explains he didn't seem interested in women. Margaery then expresses interest in Joffrey's new crossbow and joining him on a hunt, pleasing him even more. "It must be so exciting to squeeze your finger here, and watch something die over there," she murmurs.
After learning about warging, Bran mentions the three-eyed raven, and Jojen says that they've seen it together. The raven gives him sight, into the past, the future, or elsewhere in the present. Bran finds out that Jojen has the sight too--he too dreamed of Ned's execution, and when he told his father, Howland Reed, Lord Howland cried. Bran recalls hearing from Ned that Lord Howland saved Ned's life during the rebellion. Jojen tells Bran his father never talks about the war, but Jojen saw it.
The Brotherhood feed Hot Pie, Gendry and Arya at the Inn at the Crossroads. Arya shows Thoros of Myr some of her water dancing to explain how they escaped from Harrenhal. Just as Thoros sets them free, Anguy delivers the Hound, whom he caught after he passed out. Arya tries to walk past them, but the Hound spots them and calling her "the Stark bitch," exposes Arya as a valuable hostage.
While crossing a bridge, Jaime is able to grab hold of one of Brienne's swords. They square off, and Jaime is impressed by Brienne's skill, even as he taunts her for being unable to fulfill her promise to Catelyn Stark. Their fight is interrupted by a group of riders bearing the Bolton sigil: The farmer sold them out. Jaime tries to buy his way out of capture, but the lead rider, Locke, tells him Robb Stark will have his head if he learns Locke let the Kingslayer go.
Brienne escorts Jaime across the Riverlands to King's Landing. Seizing one of her swords, he engages her in a fight, which is interrupted by Bolton armsmen. After he receives the news of the sack of Winterfell and the disappearance of Bran and Rickon, Robb diverts his attentions from the war against the Lannisters to attend Catelyn's father's funeral in Riverrun, angering Lord Karstark, who seeks vengeance for his sons who were killed by Jaime. Arya, Gendry and Hot Pie also make for Riverrun, but are waylaid by a rebel group, the "Brotherhood without Banners", and are taken to an inn, where the captured Hound reveals Arya's identity. Margaery Tyrell and her grandmother Olenna, the "Queen of Thorns", convince Sansa to tell them about Joffrey's flawed character. Theon Greyjoy is tortured by unknown captors. Bran, Rickon, Osha and Hodor encounter the siblings Jojen and Meera Reed, children of the Stark bannerman Howland Reed. Jojen, who has been sharing Bran's strange dreams, tells Bran that he is a warg, able to enter the minds of animals.
Brienne continues escorting Jaime across the Riverlands to King's Landing. He engages her in a fight, which is interrupted by Bolton soldiers. After receiving the news of the sack of Winterfell and the disappearance of Bran and Rickon, Robb diverts his attentions from the war against the Lannisters to attend Catelyn's father's funeral in Riverrun, angering Karstark, who seeks vengeance for his sons who were killed by the Lannisters. Arya, Gendry and Hot Pie also make for Riverrun, but are waylaid by a rebel group, the "Brotherhood without Banners", and are taken to an inn, where the captured Sandor reveals the former's identity. Margaery and her grandmother Olenna, the "Queen of Thorns", convince Sansa to tell them about Joffrey's flawed character. Theon is tortured by unknown captors. Bran, Rickon, Osha and Hodor encounter the siblings Jojen and Meera, children of the Stark bannerman Howland. Jojen, who has been sharing Bran's strange dreams, tells him that he is a warg, able to enter the minds of animals.
Bran runs through the woods so this is clearly a dream. He seems lost. A black bird flies by and caws at him. He tries to shoot it with an arrow as Jon Snow and Robb talk to him. He hears his father's voice. Then another boy appears and says he can't kill it because the raven is him. He wakes up and Hodor checks on him. He tells Osha that he saw the three-eyed raven again in his dream. She's worried about his black magic dreams. He says he didn't ask for them. She seems nervous and thinks they need to be on the move to the wall. Robb Stark stares into the fire while Talisa gently mocks him. They kiss but are interrupted by Lord Roose Bolton (Michael McElhatton) who has two notes, one from Riverrun and one from Winterfell. Catelyn's father has died. He also informs her that Winterfell has burned and Bran and Rickon have not been found. He theorizes they could've been taken hostage by Theon. Roose Bolton informs Robb that when his bastard arrived to free Winterfell, he found the castle burned down. We see Theon is tied up and awakened with cold water to the face. He asks where he is. A torturer sticks a flaying knife through his hand. Brienne and Jaime continue their journey as he continues to be goofy and charming and Brienne isn't having it. He wants to chat; she wants silence. He deduces she was pledged to Renly Baratheon and mocks him which she doesn't care for. He taunts her that she fancied him but he points out that Renly wasn't her type. Wrong team. She has quite enough of this and grabs his head. A farmer passes by on his way to Riverrun. He tells them to be careful and blesses them. Jaime thinks the guy recognized him and should be dealt with. They move on. Joffrey is getting a fitting for his wedding coat and Cersei looks on approvingly. He yells at the tailor. Cersei asks how he likes Margaery. He thinks she's an ideal match from a family standpoint. Cersei wants to know what he thinks of her though. He's clearly smitten but begs off this boring conversation. Cersei tries to trash talk her but he rebuffs her and says women need to do what they're told but that he does not. Sansa tells Shae to stop worrying about Littlefinger taking an interest in her. She says he doesn't want anything or want to touch her. Shae says if he does, to tell her, and she will make him stop. Loras Tyrell pays a visit to invite Sansa to lunch in the gardens. He sweetly compliments her. She reminds him of the first time they met and him giving her a red rose. Sansa meets up with Margaery and introduces her to her grandmother Olenna Tyrell . She's a fun old broad who speaks her mind about her family and how dumb Renly Baratheon was. She claims she's much less boring than the others and she's right. Olenna wants to know "the truth" about Joffrey since they've heard some troubling tales about Sansa being mistreated by him. She starts to spout the party line about Joffrey but Margaery says she just wants the truth. Sansa is very scared to tell the truth. She starts telling the truth and then thinks better of it. Olenna and Margaery promise not to betray her confidence. Sansa warns "he's a monster." They're disappointed but not surprised and the wedding will go forward. As they march to Riverrun to attend Cateyln's father's funeral, Robb chats about the future of the war with his bannerman, Lord Rickard Karstark. He thinks going to the funeral is a waste of time and that Robb has lost the plot. He thinks Robb lost the war the day he married Talisa. Talisa goes to speak to Catelyn and it's a pretty chilly conversation as Catelyn talks about making what looks like a kind of dreamcatcher, to help see her sons to safety. She says she made one to pray for Bran's survival from the fall. She also prayed for Jon Snow at first she prayed for him to die and he got the pox and had terrible guilt about it. So she then made one of these dreamcatcher devices and prayed for him to live and if he did she would love him and begged Ned Stark to give him his name and be done with It. Obviously Jon lived, but he never became a Stark because she couldn't keep her promise to ask Ned to do it. She feels that all of the horror that has befallen her family is because she couldn't love a motherless child. Jon Snow trudges through the snow with Mance Rayder. Rayder explains about the various warring factions and how he united all 90 of them: he told them they were all going to die if they didn't go South because that's the truth. They hang out waiting on Orell, a warg; his eyes have gone white, he can go into a state and see through the eyes of animals. He comes back to the present and says he went to "The Fist of the First Men." Rayder asks what he saw and he says "dead crows." The Night's Watch are themselves trudging through their own barren wasteland. One taunts Samwell for running and hiding. The guy tells him to lie down and rest because he knows he wants to. Samwell falls to his knees wracked with exhaustion and fear and sadness that they left him when the White Walkers came. They said they left him because he's fat and slow and they didn't want to die. They pull him up. The man who taunted him wants to leave him behind. Lord Commander Mormont tells the taunter he has to look after Sam and he tells Sam he's not allowed to die. Bran sleeps but is awoken by Osha and his dire wolf looking for food. She runs off to capture some game. The wolf growls. The boy from Bran's dreams, Jojen Reed, walks up to him. The dire wolf growls at him. Osha attacks him from behind then his sister attacks her from behind and makes her drop her spear. The boy approaches the wolf and has him sniff his hand. The wolf calms. He approaches Bran and introduces himself and his sister Meera, and they've come a long way to find him and they have much farther to go. Arya and her buddies trudge through a much leafier forest arguing about where to go; she wants to go to Riverrun to meet up with her grandfather. They hear voices and hide. A group of men are wandering through the forest, one of them singing. They shoot an arrow in the direction of Arya and her buddies. She tells them to bugger off and she won't kill them. They seem menacing at first but they turn out to be a less than frightening gang led by Thoros of Myr, a member of the Brotherhood Without Banners. He offers them food and wants to chat about what they're doing and then they'll let them go on their way. When Tyrion returns to his chambers and finds Shae, he is upset that she has come there since his father has threatened to kill the next whore he finds in Tyrion's bed. She tells him she's worried about Sansa and Littlefinger. She gives him a hard time about Ros but eventually she gets to the point and says they need to protect her. He says she'll have no trouble since she's a great beauty. Shae gets angry that he calls her beautiful. They kiss and make up. They get ready to do more than kiss and he warns her not to come there again. She distracts him. Joffrey summons Margaery. He's leaving on a hunting trip and wants to make sure she's all set and happy in the capital. He interrogates her about being Renly Baratheon's wife. She says she did her duty and tried to give him children but he didn't seem interested in the company of women. She says the one time he wanted to try something that sounded very painful and couldn't possibly result in children. Joffrey says Renly was a known degenerate and considered making his perversion punishable by death. Even though her brother Loras is similarly degenerate she is a smart girl and tells him he needs to do what he must do. He shows her his new, higher-tech crossbow. She pretends to be delighted by it and says she wants to go hunting sometime. He lets her hold the crossbow and puts his arms around her to demonstrate. She says it must be exciting to kill something. He asks if she thinks she could do it. She asks if he thinks she could He does. She asks if he'd like to watch. He would. The torturer continues to literally put the screw to Theon's foot and asks why he took Winterfell. He says he took it to rule it for the glory of his family and the Iron Islands. And then he says he took it because he hated the Starks and wanted to punish them for holding him hostage. He says he'll say anything to make it stop. They throw a cloak over his head and leave. A boy comes and loosens the screws and says he'll come back for him. Bran and the gang soldier on. Jojen says he knows Bran can see through the wolves' eyes and the raven too, because he's seen it as well. He says he will eventually get control of it and be able to do it while awake... Bran is apparently a Warg too. He says the raven is something different, seeing the past, the future, of things happening far away. Osha chats with Meera and says Jojen should be ashamed to need protecting by his sister. Meera says some people will always need protecting. Bran says he saw his father die, Jojen saw it too. Apparently, Jojen's father saved Ned Stark's life during Robert's Rebellion. Bran asks what else he's seen and he says the only thing that matters: Bran himself. The Brotherhood Without Banners break bread and ale with Arya and her fellow fugitives. Thoros asks how they escaped from Harrenhal. She says Gendry is a smith. Arya notes that they both know how to use a sword and that her brothers taught her. They laugh at her. She pulls her sword and Thoros quickly disarms her grasp and toasts her brothers. Thoros says they'll let them go. As they are about to leave a man brings in a captured Sandor Clegane, "The Hound," who has fled King's Landing after the Battle of Blackwater Bay. He recognizes her and asks them what they are doing with "the Stark Bitch." Jaime and Brienne try to figure out how to cross the river, the bridge or the water. They cross the bridge, risking being seen. He plops down in the middle like a jerk. As she tries to raise him he grabs one of her swords and severs his tether. His hands are still shackled though. He draws on her and says she moves well. They spar across the bridge. He notes her quandary: if she kills him she's failed Lady Stark but if she doesn't he'll kill Brienne. They spar some more. Then riders arrive on horses carrying the banners of the Flayed Man (the sigil of House Bolton). They say it looks like his woman is getting the better of him. The farmer did recognize him. They are Northmen and they close in on him, refusing Jaime's offer of cash. The leader points out if Robb heard they had the Kingslayer and let him go Robb would have his head.