Directed By: Neil Marshall / Written By: George R. R. Martin

Original Airdate: May 27, 2012

Confident of victory, Stannis Baratheon's fleet and army arrive at the capital of King's Landing for war as the battle for the city begins. The Lannisters are badly outnumbered but Tyrion Lannister has made sensible preparations and strikes a blow, having little confidence in his nephew King Joffrey Baratheon to lead their men into a victorious outcome. As predicted, when King Joffrey abandons the battlefield and no one else will lead the troops beyond the city wall, Tyrion decides he will do so himself. Waiting out the battle with Sansa Stark and the other women of the Red Keep, Cersei Lannister plans for her and her child Tommen’s grim future should they be beaten. When all appears King’s Landing is headed for certain destruction, help suddenly arrives.

main cast

king’s landing

With Stannis Baratheon’s fleet arriving into King's Landing at any moment, Davos Seaworth speaks with his son Matthos aboard his ship. Meanwhile, in the Red Keep, Tyrion Lannister lies restless in bed next to Shae in his chambers as she asks if he is afraid, calling him “my lion.” Tyrion predicts that if the city falls Stannis will burn every Lannister that he can find and says that he is afraid. Tyrion predicts that if the city falls Stannis will burn every Lannister that he can find, affirming his fear. Shae says that she will not let anyone hurt him as he smiles at her before explaining that while he is a Lannister and has no choice in his side, it is not her war and she can leave. She straddles him and says that it is her fight now, as Tyrion jokes that Shae cannot “fuck [her] way out of everything.” She counters that it has worked so far, then asks if he can remember what he said when they first met. She reminds him that he told her to make love to him like it was his last day on earth. She pushes back his hair and leans in to kiss him.

Grand Maester Pycelle is summoned to see Cersei Lannister in her chambers. Cersei interrupts his reminiscing to ask if he has brought what she asked for. He confirms that he has and hands her a small bottle of Essence of Nightshade. He warns that it is as dangerous as it is efficacious and explains that a single drop can cause relaxation, when three drops cause a deep sleep. When he begins to explain what ten drops will do, Cersei interrupts him to say that she already knows. Elsewhere, Lannister soldiers prepare for the battle by carousing with prostitutes. Bronn is amongst them and while getting acquainted with a prostitute named Armeca, he starts to undress her. Sandor Clegane enters with a drinking companion, silencing the men, as Bronn calls out a welcome and offers them a drink. The Hound only stares at him in response and Bronn whispers to Armeca that he does not think that the Hound likes him. Sandor downs his drink and asks Bronn if he thinks that he is a hard man as Bronn laughs, gently spanks Armeca and says that he knows he is, adding that they have a warm room, beautiful women and plenty of good brown ale to drink. He wonders why Sandor only wants to put one of them in the ground with no women to keep them company as Sandor counters that there are plenty of women in the ground and that he has put some there himself, adding that while Bronn likes singing, drinking and women he truly loves killing. Sandor asserts that they are the same, only Bronn is smaller, with Bronn adding that he is also quicker. The Hound and Bronn square up to each other as Bronn reaches for his dagger but they are interrupted by the ringing of bells, summoning the men to arms. The soldiers finish their drinks and leave. Bronn suggests another drink before the war as the Hound turns away from him, leaving a smiling Bronn.

Lord Varys visits Tyrion in his chambers as he prepares for the battle and confides that he has always hated the city’s bells because they ring for horror. As his squire Podrick Payne dresses Tyrion in armour, Varys unfurls a map of the tunnel network beneath the city. Tyrion estimates twenty miles of tunnels but Varys corrects him, saying that there are fifty and elucidating that the Targaryens built the city to withstand a siege but wanted to be able to escape if necessary. Tyrion assures that he is not planning to escape and paints himself as the captain of a ship; willing to go down with it if it sinks. Varys then reveals reports that Stannis has converted to the Lord of Light through his association with Melisandre, adding that people believe in what they have seen and what those they trust have seen. Varys extrapolates that Tyrion probably does not entirely trust him as Tyrion replies not to take it personally, explaining that he does not entirely trust himself. Varys goes on to say that he has seen and heard things that Tyrion has not, promising to Tyrion the story of his castration someday. Gathering himself, Varys asserts that the dark arts have brought Stannis to their door and can think of nothing worse than a man in service to such powers taking the throne. He tells Tyrion that he is the only man who can stop Stannis as Podrick offers Tyrion a battle axe, who looks at it and grips it firmly in his hand before looking at Varys.

The throne room is lit by great flaming braziers as Bronn and Tyrion discuss their plan for the battle. When Sansa Stark and Shae join them, Tyrion greets Sansa and pretends to forget Shae’s name. He checks that Sansa has been invited to join Cersei and the other highborn ladies in Maegor's Holdfast. Sansa affirms that she has been invited, but explains that King Joffrey has summoned her to see him off. Joffrey Baratheon, the Hound and three other members of the Kingsguard enter the room from behind the throne. After Sansa declares to Tyrion that she will pray for his safe return, she then goes to King Joffrey, leaving Tyrion alone with Shae as they share a heartfelt moment. When Sansa approaches, Joffrey demands that she should see him off with a kiss. He then excitedly draws his sword from its scabbard. When he orders her to kiss the sword, Sansa hesitantly kneels down to do so. Joffrey claims that Sansa will kiss it again when he returns and will taste his uncle’s blood. Sansa asks if Joffrey will slay Stannis himself as Joffrey hesitantly says that he will if Stannis is fool enough to come near him. Sansa returns to Shae, who informs her that some of the boys will never come back. Sansa replies that Joffrey will as the worst ones always live.

King Joffrey and his party arrive at the Mud Gate, where they are met by panicking smallfolk. Looking out into Blackwater Bay, Joffrey asks his uncle Tyrion where the Lannister fleet is. Tyrion insists, however, that they are on their way. An increasingly panicked Joffrey threatens Tyrion, who remains tight-lipped on his plans. Meanwhile, as they sail closer into the capital’s bay, Davos Seaworth asks his son Matthos where the enemy ships are. Matthos asserts that they were wise to attack at night and have taken the city by surprise, however, Davos counters that Lord Varys knows what Matthos had for breakfast three days earlier and states that there are no surprises. Elsewhere, Cersei leads her son Tommen Baratheon and the royal executioner, Ser Ilyn Payne, through Maegor’s Holdfast into a room that is filled with the women of the Red Keep taking refuge. Sansa, who arrived with Shae earlier, is immediately called over to Cersei, who eventually orders her handmaid to pour Sansa wine. When Sansa asks why Ser Ilyn is present, Cersei claims that he is there to defend them. Ser Mandon Moore of the Kingsguard then enters and reports that the men have caught thieves attempting to escape as Cersei then commands their execution by Ser Ilyn. When Sansa reminds Cersei that Ser Ilyn was there to protect them, Cersei asserts that traitors are a danger.

Stannis’ fleet eventually begin to emerge from the darkness of Blackwater Bay, as Tyrion swiftly orders his archers to prepare but hold fast. A single ship then suddenly emerges from the city docks, as a panicked Joffrey asks Tyrion again where the rest of his Lannister fleet are located. Meanwhile, out on the water, Davos then notices that there is no one on board of the solitary ship that is approaching them. At the Mud Gate, Wisdom Hallyne from the Alchemists’ Guild joins Tyrion and hands him a flaming torch. Tyrion uses the torch to light a beacon at its base. On deck, Davos notices a green liquid pouring out of the empty vessel and recognizes the substance as wildfire. Bronn stands on the shore of the bay with a bow in hand and sees the beacon lit. He draws and fires a high arcing shot into the middle of the bay, as a shocked Davos watches the fire arrow hit the surface of the leaking wildfire, igniting the substance. Davos yells out to his son just as the vessel explodes. Matthos perishes as he is caught in the force of the explosion while Davos himself is catapulted off-board into the sea, as the spreading fire destroys their ship. Stannis recoils from the massive explosion in the midst of his fleet. Though his ship remains unharmed, the spreading wildfire quickly wipes out the majority of his fleet. Stannis then orders his officers to prepare to land, assuring his men that Tyrion can only play his trick once. He shouts to his men “Come with me and take this city,” as the Baratheon soldiers cheer and follow him over the side of the ship.

In the holdfast, Sansa prays with the other devout women in the room as an increasingly drunk Cersei calls her over again and begins mocking her faith, claiming that the gods have no mercy. She adds that she’d rather face a thousand swords than be shut inside with a flock of frightened hens. Sansa then wonders what will happen if the city should fall as Cersei predicts the Keep would hold for a time, giving her an opportunity to surrender to Stannis in person, suggestively adding that a woman’s best weapon is between her legs. She then insists on the likelihood of the women being raped if the city falls. Meanwhile, when the remainder of Stannis’ fleet row to shore Tyrion orders the archers to rain fire on the attackers. Joffrey cries that there are too many of them as Tyrion orders the Hound to lead a sortie beyond the gate to fend off the Baratheon soldiers. Stannis leads his men through the hail of arrows, sustaining heavy casualties, and orders them to move along the wall to the gate. The Lannister troops are led through the gate by Sandor, who wades into the thick of the fighting, cutting a man in half with his greatsword. Lancel Lannister is immediately shot in the chest by an archer but manages to keep his feet and then retreat back into the city.

Further drunk in the holdfast, Cersei recalls to Sansa that when she was a little girl she looked so much like her twin, Jaime Lannister, that even her father Lord Tywin could not tell them apart. Cersei explains, however, that because she was a girl nonetheless, she was treated very differently than Jaime. Cersei then notices Shae from across the room and says that she has not seen her before. As she goes to greet her, Shae is then interrogated on her history and experience as a handmaiden, sensing something is amiss. Shae is rescued by the arrival of Lancel, who reports Tyrion’s destruction of the fleet and the landing of Stannis’s troops. Cersei then commands Lancel to bring Joffrey back to his chambers, away from the battle, and then informs Sansa that Ser Ilyn is actually there to kill them all should the Keep be breached. Outside on the field, as fire surrounds him with fear, Sandor’s life is saved by Bronn. The Hound then calls his men to fall back and follow him inside as Stannis and his guards climb a ladder as they fight fiercely atop the wall, establishing a small foothold. Still paralyzed from the fire Sandor walks away from the battle and a scared and panicked Joffrey exits as well once Lancel informs him of his mother’s command to retreat. Tyrion looks around at the abandoned troops and then rallies them with an passionate speech informing them that he will lead a new plan of attack as they can emerge from behind their enemies.

Lancel returns to Cersei and tells her that the battle has been lost, informing that Stannis’ troops are at their gates and the Lannister men lost all heart when Joffrey left. A hopeless Cersei then leads Tommen out of the room as Sansa reassures the women that with the drawbridge raised they are in the safest place they can be. As the women begin to sing a hymn, Shae interrupts Sansa and tells her to bar herself in her chamber, adding that Stannis will not hurt her but Ser Ilyn will. Sansa asks Shae to come with her but she informs that she must say goodbye to someone, adding that no-one will rape her while showing Sansa a small dagger strapped to her calf. Sansa returns to her chamber, bars the door and picks up the doll that her father Eddard Stark gave her upon their arrival in the capital. Sansa is startled when Sandor starts speaking, who retreated to her room after leaving the battle. She wonders why he is there as he informs that he will be going. When Sansa asks about Joffrey, Sandor says that he can die on his own and then offers to return her to Winterfell. When she replies that Stannis will not hurt her Sandor asserts that the world is built by killers so she should get used to looking at them. Calling her ‘little bird’ he then walks out of her room.

Meanwhile, Tyrion leads the Lannister army through the tunnels beneath the city and is able to defeat Stannis' troops manning a battering ram at the Mud Gate. On the battlefield, Tyrion fights off a handful of Baratheon men but amidst the chaos he is suddenly attacked and betrayed by Ser Mandon Moore of the Kingsguard. Mandon attacks Tyrion with the intent of killing him but misjudged the distance and only 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 seemingly lost battle before losing consciousness. After leaving the holdfast, Cersei brings young Tommen to the throne room and sits with him on the throne, distracting him with a story about a young lion, readying the poison Pycelle gave her for her and her son to drink. Just in time, however, the combined forces of Tywin and his new allies of House Tyrell join the battle and decimate Stannis’ army. The survivors flee to their ships as Stannis is dragged away from battle by his guards. Tywin and Ser Loras Tyrell  burst into the throne room to announce their victory, just in time to stop Cersei from killing herself alongside her son. Tywin triumphantly informs his daughter that the battle is over and they have won.

*Episode descriptions from GOT Wiki