Robb Stark, his mother Catelyn, and his wife Talisa attend the funeral of his grandfather, Lord Hoster Tully. Robb's uncle, Edmure Tully, tries to light his father's funeral boat with a flaming arrow, but fails after three attempts. Hoster's brother, Brynden, "The Blackfish," pushes him aside and sets the boat on fire as it disappears down the Trident.
After the ceremony, Robb reprimands his uncle for ignoring orders: Edmure attacked a mill near where Gregor Clegane was garrisoned, upending Robb's strategy to draw him out. Edmure defends his decision, which yielded two young Lannister hostages, but Robb and the Blackfish are dismissive. Instead of the Mountain, they have a mill.
Brienne of Tarth rides with Jaime Lannister in the custody of Locke's men. She tells the Kingslayer his sword skills didn't live up to his legend. Jaime parries, telling her she will be raped that night. He advises her not to fight, but Brienne says Jaime would resist if he were in her shoes.
For their first meeting, the members of the Small Council rush to maneuver their seats around the new Hand. Waiting everyone out, Tyrion Lannister pulls a seat to the far end of the table and faces his father. Tywin is furious that there has been no news about Jaime. When Littlefinger is dispatched to the Eyrie to court Lysa Arryn, Tyrion is named Master of Coin—to his horror.
As the others pack up, Hot Pie tells Arya and Gendry that he's staying: The innkeeper made an arrangement with Thoros to keep Hot Pie for his baking skills. Hot Pie hands Arya bread shaped like a wolf and the three say goodbye.
The wildlings and Jon Snow arrive at the Fist of the First Men but find only horse corpses-nothing human. Aware what that means, Mance instructs his team, including Jon, to climb the Wall and hide around Castle Black. They'll attack when they spot his signal: "the biggest fire the North has ever seen."
When the men of the Watch make it to Craster's Keep, Craster grudgingly takes them in. Inside he mocks Sam's weight, prompting Sam to leave the keep. Following the sound of shrieking, Sam finds Gilly giving birth... to a boy.
In Storm's End, Melisandre prepares to sail away. Stannis Baratheon pleads with her to stay and make him another son. Melisandre says no—his "fires burn low" and tells him there must be sacrifices. When Stannis protests, she tells him he isn't the only one with royal blood.
Daenerys surveys the Walk of Punishment in Astapor. She offers a dying prisoner water, but he refuses it. Although Barristan Selmy advises that they leave immediately, Jorah Mormont argues otherwise. The Unsullied will only kill on command; they will not rape or pillage after a battle. When Ser Barristan recounts how loyal soldiers rallied around her brother Rhaegar, the last dragon, Dany says she wish she had known him. But, she reminds her advisors, "He was not the last dragon."
Through Missandei, the translator, Daenerys tells Kraznys she wants to purchase all 8,000 of his Unsullied. Daenerys negotiates the price of one dragon to cover the cost, upsetting Barristan and Mormont. Kraznys demands the biggest and Daenerys agrees, taking Missandei as part of the deal as well. Dany chastises Sers Barristan and Jorah for questioning her in public.
Tyrion takes possession of the royal ledgers from Littlefinger. Littlefinger assures Tyrion it will be easy to make the numbers behave and he thanks Tyrion for securing Ros' release when Cersei took her prisoner. Before leaving the whorehouse, Tyrion and Bronn usher Pod into a room for his reward. As thanks for saving Tyrion during the Battle of the Blackwater, Tyrion has engaged the services of three highly skilled girls to make Pod a man.
Perusing the books, Tyrion realizes that the kingdom is not just in debt to Lord Tywin, the Iron Bank of Braavos is owed tens of millions of gold dragons. But Tyrion and Bronn are rendered speechless when Pod returns with Tyrion's gold—the whores refused payment from the young squire.
Theon Greyjoy is helped off the cross by the boy who then puts the weakened Theon on a horse. He tells Theon to head east towards Deepwood Motte. Theon rides, but he is quickly overtaken by soldiers who surround him and beat him. Just as the main torturer pulls down Theon's trousers to rape him, arrows take out most of the men. The boy arrives on horseback to finish off the torturer, who recognizes the boy and realizes the betrayal.
Locke's men stop for the night. When Brienne is taken aside, Jaime tells Locke that Brienne hails from Tarth, the Sapphire Isle. Her father, Lord Selwyn Tarth, will pay her weight in sapphires if she is returned unbesmirched. Locke decides to let Brienne go and further engages Jaime in conversation. Feeling increasingly confident, Jaime asks to be unchained and Locke agrees. Locke allows Jaime to join in dinner, but instead of carving up a bird, Locke takes off his hand.
Robb and Catelyn attend her father Hoster Tully's funeral in Riverrun. Tywin Lannister sends Littlefinger to Lysa Arryn, Lady of the Vale and makes Tyrion the new Master of Coin. Arya and Gendry leave Hot Pie at the inn and follow the "Brotherhood without Banners". Learning of the massacre at the Fist of the First Men, Mance Rayder sends Jon Snow with a band of Wildlings to scale the Wall and attack the Watch while it is weakened. The surviving men of the Night's Watch arrive back at Craster's Keep, where Sam witnesses Gilly giving birth to a son. Theon Greyjoy is freed from torture and captivity by an unnamed benefactor. Melisandre leaves Dragonstone for parts unknown. Daenerys agrees to buy all 8,000 Unsullied and the translator Missandei for one of her dragons, against Ser Barristan's and Ser Jorah's advice. Jaime persuades his captor Locke not to let Brienne be raped, but Locke cuts off Jaime's sword hand.
Robb and Catelyn attend the funeral in Riverrun. Tywin decides to send Baelish to Lysa intending to have them married in order to secure her alliance, making Tyrion the new Master of Coin. While Hot Pie decides to stay at the inn, Arya and Gendry follow the Brotherhood. Learning of the massacre at the Fist of the First Men, Rayder sends Snow with a band of Wildlings to scale the Wall and attack the Watch while it is weakened. The surviving men of the Night's Watch arrive back at Craster's Keep, where Tarly witnesses Gilly give birth to a son. Theon is freed from torture and captivity by an unknown man, who later rescues him again. Melisandre leaves Dragonstone for an unknown mission, stating that the blood of a King is required for victory. Targaryen agrees to buy all the 8,000 Unsullied and the translator Missandei for one of her dragons, against Selmy's and Jorah's advice. Jaime persuades his captor Locke not to let Brienne be raped, but Locke cuts off the former's sword hand.
Catelyn's father's dead body is pushed out onto a lake in a boat that will be his funeral pyre. Edmure Tully, Catelyn's brother, lights several arrows, but fails to ignite the boat. Ser Brynden "The Blackfish" Tully, Catelyn's uncle, pushes him aside and gets the job done. Edmure explains why he confronted Tywin Lannister at a mill and sent him scurrying. Robb tells him that this was a mistake -- he wanted Edmure to lure Tywin into a chase. Edmure says he took hostages, a pair of teenaged Lannister cousins. Robb points out that they are not of equal value with his sisters, and that they also lost men, which they need more than Tywin does. Edmure apologizes. Robb isn't having it, pointing out that Tywin is a patient man and can afford to be. We cut to Tywin convening a meeting with the small council, including Littlefinger, Varys, Cersei, and Tyrion. They all take a seat. Cersei makes sure to move her chair next to her father. Tyrion moves his to the other head of the table. Tywin asks for news of Jaime. There is none and he's angry their spies know nothing of his location. Varys reports that Robb Stark and his army are in Riverrun for the funeral and that Roose Bolton holds Haarenhal at the moment. Tywin says to let him have it for now. Tywin orders Littlefinger to go to the Vale to marry the widow, Lysa Aryn, which would make him "acting" Lord of the Vale, which would be better than holding Haarenhal apparently. If he's with the widow in the Eyrie, then that would mean Robb Stark's own aunt would be against him. Tyrion points out that Littlefinger's absence could cause problems and adds that the royal wedding is going to come at a serious price tag. It's not a good time to leave the crown's finances unattended. Tywin concedes the point, and makes Tyrion the new Master of Coin. He says it would best suit his talents. Tyrion is not so sure. Everyone else, however, gives him a vote of confidence. The men of House Bolton who have captured Brienne and Jaime sing a song ("The Bear and the Maiden Fair") as they bring their hostages through the forest. Jaime and Brienne, tied to each other back to back, bicker. He points out that when they make camp, she'll be raped repeatedly and she should let it happen. If she fights them they'll kill her, since he's the prisoner of value. He says she should close her eyes and pretend it's Renly. She can't believe he'd take his own advice if he was a woman. He says if he were a woman he'd make them kill him. Gendry suits up Thoros of Myr with some armor. Arya asks why he's helping these people, since they took them prisoner. Thoros says she's not a prisoner and that she's lucky they found her, since the woods aren't safe for Ned Stark's daughter. He teases her about her sword, and when she flourishes is, he quickly disarms her. The Hound is dragged in, bound and hooded. Arya asks if he remembers the last time he was here. He doesn't. They are about to depart when their chubby friend Hot Pie tells Arya and Gendry he's staying behind. He baked some bread for the innkeeper, and she liked it so much she offered him room and board in exchange for cooking. He baked Arya bread in the shape of a wolf. He tells Arya and Gendry not to get stabbed and Gendry tells him not to burn his fingers. They say their goodbyes. She gets on Thoros' horse and has a bite of the bread and calls to Hot Pie and tells him it's really good. Catelyn and her Uncle Brynden "The Blackfish" chat. She's happy to be near his steady strength and good humor. She says she's missed him, and her father, his brother, missed him, too. He says her father was a stubborn old ox and was surprised he died. He says they made peace in the end. She reminisces about seeing her father off when he would go off to battle. He would tell her to wait for his return, and she took it literally -- she would sit there as a girl day after day and wait for him to return. And now she wonders if Bran and Rickon also stared across the moors of Winterfell waiting for her to return. She cries that she will never see them again. He comforts her saying she mustn't say that -- they may be in hiding, and Robb believes they are alive. She must remain strong for him so they can prevail. Talisa tends to the teenaged Lannister cousins who were taken hostage. They ask if Robb can turn into a wolf at night, and if he eats the flesh of his enemies. She says it's all true but they have nothing to fear -- he only eats children when it's a full moon. And it's not a full moon. Mance Rayder and his men come across a very creepy sight: hundreds of severed horses heads arranged in a spiral pattern in the snow. Jon Snow points out it's only horses, no men. Ygritte asks Orell, the warg, what's going on, since he said he saw dead crows. Mance wonders how many men there had been. Jon says 300. Mance says some may have survived, but they took a big risk and lost -- many of the best men are probably dead or worse, dead with blue eyes (White Walkers). Even though the leader is the Lord Commander of the Night's Watch, he's a long way from home. He tells his right hand man to climb the wall at Castle Black with 20 good men, including Jon Snow, and if he's helpful, great, if not, throw him off the wall and see if crows can fly. He thinks if they can infiltrate, their army can attack, and they will create the biggest conflagration the north has ever seen. The Crows continue their long march. Sam sees Jon Snow's dire wolf, Ghost. They arrive back at Craster's Keep and he lets them back in to eat and warm by the fire. He reminds them to keep their eyes off his many daughters. He says they should be kissing his feet for letting them back in. He says he has no fear of what's out there, and that the only ones left standing will be the ones who are truly with the gods -- like him, a godly man. He asks them why they don't kill Samwell and use him as a "walking feast" since he's so fat, like his pigs. Meanwhile, one of his daughters is giving what sounds like very painful birth and all he wants her to do is shut up. Sam peeks in to where she's giving birth. It's Gilly, The baby arrives. Sadly, it's a boy. So everyone knows that Craster's going to kill it. Theon Greyjoy is on the rack with a bag over his head, when the young boy who said he was sent by Theon's sister comes and helps him down. He spirits him to a horse and tells him to ride east and his sister will be waiting for him. Theon says he will make him a lord of the Iron Islands for freeing him. The boy says that they're not in the Iron Islands. Over in Dragonstone, Melisandre is preparing to launch a boat and won't tell Stannis where she's going because she's waiting for the "fires" to show her. He thinks she's abandoning him. She says she never will and when she returns he will understand. He says his enemies are laughing at him. He wants Joffrey and Robb Stark dead and he wants her to make him another son. She says he doesn't have the strength. He says men have been trying to kill him for years, he's not so easily killed. He whispers that he wants her. She is unmoved. He points out that she said she needed a king's blood and he's the king. She agrees but says others have his blood, and the Lord of Light demands sacrifices be made. And then she's off. Back in Astapor, Deanerys is checking out the slave army. She is appalled by the sight of crucified men who are condemned to slow death. Barristan tells her it's time to go and to get soldiers elsewhere. She's inclined to agree. Jorah tries to convince them that this is the price of war. These men are the best, truest soldiers there are, well-trained, and they won't rape/kill/maim innocents, but only their job: killing the people she points them at. Barristan says men should die because they believe in their leaders not because they have been bought at a slavers' auction. Dany goes to the slaver, Krasnys and says she wants to buy them all. He insults her in his language calling her a slut, she thinks she can flash her tits and get what she wants, but she can't afford it. He is crude and demeaning, but a slave translator cleans up each interchange, changing it to something inoffensive. The slaver also doesn't want to sell the half-trained Unsullied warriors, because if they fall in battle they will bring shame on them. Dany isn't taking no for an answer. She says she will have them all, or none. He says her ship will buy 100 at most, and he'll throw in 20 extra and 3 for the Dothraki with her. He asks how she'll pay for the rest. She says she has dragons and will give him one. Jorah and Barristan are incredulous and tell her not to do this. The slaver wants the biggest one. She says "done." She wants his female translator as well, as a token of a bargain well struck. Jorah and Barristan try to explain that one dragon is worth more than an army. She says she values their advice but if they disagree with her in public again they will be advising others. Dany talks with the translater, Missandei, and asks her if she will always tell her the truth. Missandei says that the "Unsullied" -- the slave soldiers will be loyal and obedient as she will be. Dany points out that she is taking her to war. She replies, "Valar Morghulis." (All men must die) Dany agrees, smiles, and adds, "Yes, but we are not men." Tyrion collects the accounting books from Littlefinger. Littlefinger gloats but also thanks Tyrion for saving Ros's life. Tyrion asks for advice in the new job. Littlefinger tells him to keep a low profile. Tyrion says if he had money for every time someone made that joke he'd be rich. Littlefinger points out he is rich and says not to worry he will be able to make the numbers behave. He tells Littlefinger to enjoy the Eyrie. While he's there, he pays his squire, Podrick Payne back for saving his life, by giving him three whores. Podrick has never been with a woman. He and Bronn take the accounting books back to Tyrion's place and Tyrion learns that Littlefinger wasn't a magician with money: he was a borrower. The crown owes the Lannisters a fortune. Bronn thinks Tywin will forgive the debt since Joffrey is his son. Tyrion scoffs at that idea. (A Lannister always pays his debts and all of that.) Tyrion explains banking and charging interest to Bronn. Also, they owe the Iron Bank of Braavos (home to Arya's former "dance instructor", Syrio Forel) tens of millions and if they don't pay them back... Well, then the Bank will fund their enemies. Podrick returns with all the money that Tyrion gave him to buy the whores. Tyrion is confused, whores don't refuse money. Podrick is basically saying that the ladies enjoyed him so much that they gave him the romp for free. Tyrion asks for copious details. Theon rides and rides and suddenly he is shot at. A group of archers/soldiers bears down on him. It is the Stark men that have caught him. One man knocks him off his horse with a mace, and begins attacking him -- kicking him and preparing to rape him, as well. Suddenly he is shot through with an arrow. The others are also taken down by arrows, and the last man standing calls the archer a "bastard" before being shot at point blank range. The man who freed him from his captivity has arrived to save him again. He helps him up calling him "my lord." He says he's a long way from home and winter is coming. It is night and Brienne and Jaime are tied to separate trees. As Jaime warned, the men come to rape her. They beat her first for good measure. She fights back and screams every step of the way. Jaime looks rueful. He points out to the leader that her father is an important man, a man who mined all of the sapphires in Westeros, and who will pay handsomely in these gems if his daughter is returned to him unbesmirched. He convinces him and saves her from the gang rape. She is retied to the tree. The leader asks Jaime if his father would pay handsomely if he was returned as well. Jaime says he would and they would be made lords, and there is no way the North can win. He points out fighting for a good cause may be nice but fighting for a winning cause would be even better. He then persuades them to untie him from the tree. But It was a trick. The leader is disgusted by him and his fancy airs, and the way he always gets out of trouble by saying "my father...". They push him up against a table and hold a knife to his face, and tell him he's nothing like his daddy and he never will be. The leader tells him that this should help him remember and then he swiftly chops his hand off. Jaime screams in pain.