Directed By: Daniel Minahan / Written By: David Benioff & D.B. Weiss

Original Airdate: March 31, 2013

In the aftermath of the battle at Blackwater Bay, the newly formed Lannister-Tyrell alliance rules from the battered capital of the Seven Kingdoms as Lady Margaery cements her place in court. Elsewhere, the tables have turned for King Robb Stark as he makes his way across a bloodstained landscape while his captive Jaime Lannister runs free and his seat of power sits in ruin. Similarly, Stannis Baratheon lies broken and defeated after his loss at Blackwater as Davos Seaworth has survived and is rescued. Further North, Jon is brought before Mance Rayder, the King Beyond the Wall, while the Night's Watch survivors retreat south. Across the Narrow Sea, Daenerys Targaryen arrives in Astapor to negotiate recruitment of the best fighters in the world.

main cast

beyond the wall

Beyond the Wall, the White Walkers and their army of undead wights attack the men of the Night's Watch in the battle at 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.

Meanwhile, as Jon Snow is led by Ygritte into the main wildling camp at Skirling Pass, he discovers that almost all of wildling society is on the move to escape the wights. As they enter the camp, Jon is shocked to see a real-life giant walk past. Jon is led into the tent of the King-Beyond-the-Wall, Mance Rayder, where the Lord of Bones explains that he is Eddard Stark's bastard son to a large man with a heavy beard. As they talk Jon kneels before the man and calls him "your Grace". This causes all of the wildlings to burst out laughing. As it turns out this isn't Mance, but his lieutenant Tormund Giantsbane. The real Mance sits in a corner, who then introduces himself and tells Jon to stand, as they do not recognize a class of nobility in their culture. Mance says he is glad that Jon killed Qhorin Halfhand and asks why he wants to join them as he replies he wants to be free, but Mance doesn't believe this. Jon then explains that when camping at Craster's Keep, he saw Craster leave his newborn in the woods as an offering, and the creature that took it. He adds that he wants to leave the Night's Watch, because he is disgusted that Mormont already knew what Craster was doing but did nothing. 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, his black one clearly attracting malignity.

king’s landing

Some time after the battle at Blackwater Bay, Ser Davos Seaworth finds himself washed up on a rocky island further out into the Narrow Sea, after being blasted overboard by the wildfire explosion. He spies a ship in the distance and successfully signals to it. A landing party arrives, but challenges him on his identity. Davos says he is a servant of the one true king of Westeros, Stannis Baratheon. After a moment, the leader of the landing party smiles and tosses him a rope. Davos has been rescued by the flagship of his old friend and sometimes-comrade, Salladhor Saan. Salladhor asks about Davos' son Matthos but Davos knows he is dead as he saw the wildfire consume him. Salladhor commiserates with him and then tells Davos that Stannis lives and has retreated to Dragonstone. He sees no-one, not even his wife Selyse, only Melisandre who has erected nightfires and is sending enemies of the crown to the fires, claiming they are "servants of darkness". Davos asks Salladhor to take him to Dragonstone so he may stop the Red Priestess. After arguing against Davos' plan, Salladhor finally agrees, and sarcastically promises to take his bones back to Davos' wife afterwards.

Meanwhile in King’s Landing, Cersei Lannister pays her brother Tyrion a visit, accompanied by the Kingsguard, and demands to know how he will "slander" her to their father Tywin Lannister now that he is here. Tyrion asks when he has ever slandered her before, and she reminds him of a time at Casterly Rock that he got her in serious trouble with their father: when she was nine years old, Cersei discovered that a servant girl had stolen a necklace, so she had her guards beat the girl, who ended up losing an eye. Tyrion told their father what Cersei had done and he was angered, but Cersei notes that the servant girl never stole a necklace again. Tyrion quips that it isn't "slander" if it's true, and he only told Tywin what she actually did. Cersei admits that Tyrion is a clever man but not as clever as he might believe. Tyrion merely retorts that this still makes him a great deal more clever than her. Cersei then leaves abruptly and just in time to prevent Ser Meryn Trant and Bronn from exchanging blows outside, as the pair hurl insults at each other regarding their status as knights. Once alone, Tyrion is then surprised to understand that Bronn, who had defended him against Cersei's entourage, has been knighted and styles himself as "Ser Bronn of the Blackwater". He tells Tyrion that he still thinks of him a friend, but he is still a sellsword, and as a knight Tyrion should pay him double what he used to.

That evening, Tywin is writing a letter in his chamber, leaving Tyrion to impatiently sit in front of him until he is finished. Tyrion eventually breaks the silence and asks his father how he is finding the job as Hand of the King. Tywin is not amused, asserting that instead of acting as Hand, Tyrion instead spent his days sleeping with whores and drinking with thieves. An angry Tyrion informs that he wants to receive some gratitude for leading the defense of the city but Tywin is unmoved, saying that Lannisters do not require applause and points out he has seven kingdoms to run, three of which are in open rebellion. Tyrion insists that he is the rightful heir to Casterly Rock, the ancestral stronghold of House Lannister, and wants Tywin to acknowledge that. Tywin, stoic, agrees that Tyrion needs better quarters and will also be given a position of authority. Then Tywin angrily informs that he will be consumed by maggots before he makes Tyrion heir to Casterly Rock, adding that he is an ill-made and spiteful little creature full of lust and low cunning who killed his mother to come into this world. Tywin cannot prove that Tyrion is not his, so he must let him wear the family's crest, but will be compelled to let Tyrion turn Casterly Rock into his whorehouse. He then dismisses Tyrion and threatens the life of the next whore he finds in his son's bed.

Meanwhile, Sansa Stark and her handmaiden Shae and are at the docks watching the merchant ships passing by Blackwater Bay. Sansa tries to get Shae to play a game with her where their objective is to make up stories for each ship passing by. Shae is uncooperative, however, asking Sansa why she needs to make up a story when she can find out the truth. Sansa informs Shae that she enjoys the game because the truth is either "terrible or boring." Lord Petyr Baelish then arrives to talk to Sansa in private and he informs her that he is waiting for word of an assignment that will take him far away from the capital. Littlefinger explains that he might be able to smuggle Sansa aboard the ship when it departs from King’s Landing, but she must be ready to leave at a moment's notice. Meanwhile, Ros, who accompanied Baelish to the docks, has a private word of her own with Shae. Ros mentions that the two of them have done well for themselves, digging themselves out of where they started to become attached to important people. Ros then asserts to Shae to watch out for Sansa, and to watch out for her with Baelish.

Later on, King Joffrey Baratheon and his retinue are being carried in sedan chairs through the crowded streets of Flea Bottom, the capital's poorest district. They halt when Lady Margaery Tyrell unexpectedly vacates her own sedan chair, as she wishes to visit an orphanage. Once inside, Lady Margaery talks to a young boy whose father was a soldier and killed during the battle. Margaery gives him a toy knight and softly declares that his father fought bravely to protect the city and its inhabitants from bad men. Margaery then informs the children that they will be cared for and the sacrifice of their fathers will not be forgotten, as toys are handed out to the rest of the orphans. Later that evening, Cersei and Joffrey host a private dinner party for Margaery and Ser Loras Tyrell. Maragery remains polite despite a few barbs thrown at her by Cersei with regards to her dress, or lack-there-of. Cersei then makes a few disparaging remarks about Margaery's visit to Flea Bottom, as she is surprised that Margaery has been handing out food to the smallfolk and visiting orphanages. Margaery deflects such comments, getting unexpected support from Joffrey, much to Cersei's annoyance, who only knows how to rule through fear while Margaery is skilled at winning the hearts of the common people. Margaery is also pleased to hear that hundreds of wagons stuffed with food and supplies are being sent by House Tyrell and arriving daily from the Reach in their support of aiding the capital. After trading veiled insults with both her son and future daughter-in-law, it becomes clear that Cersei doesn't trust Margaery and fears that the younger woman has come to usurp her.

harrenhal

Meanwhile, in the Riverlands, the morale of King Robb Stark's Northern army is starting to wane upon the news of House Lannisters' victory over Stannis Baratheon, as well as their newly-formed alliance with House Tyrell. In frustration, Robb launches a new offensive to the east that takes the great castle of Harrenhal, which Lord Tywin had been using as the main Lannister forward base in the Riverlands during the first year of the war. Lord Roose Bolton starts preparing for a siege as they close in on the castle, but King Robb is skeptical a siege will be necessary, provided that Ser Gregor Clegane cannot defend a ruin. Sure enough, they see that the castle has been abandoned, as Tywin withdrew his garrison to King's Landing to counter the attack of Stannis Baratheon during the Battle at Blackwater. Tywin also didn't bother wasting any men on a token defense of the castle, so the Stark army takes immediate control unopposed. As Robb and his men enter the ruins of the castle, they are further demoralized to find that the Lannister men massacred two hundred prisoners of war before they departed. The derelict courtyard is choked with the bodies of Robb’s supporters. Roose Bolton assures Robb that their best hunters are in pursuit of the “Kingslayer,” Ser Jaime Lannister, as Robb and his mother, Catelyn Stark, eventually find the corpse of a sworn bannerman to House Tully. Robb then orders that a cell be found for his mother, as his new wife Talisa Maegyr tends to a survivor of the massacre named Qyburn.

dragonstone

After sailing North through the Narrow Sea, Salladhor Saan's ship eventually reaches the island of Dragonstone and drops Davos Seaworth off along the shores. Upon his return, Davos is escorted into the Chamber of the Painted Table before Stannis Baratheon and Melisandre, who both offer a lukewarm welcome at the sight of his arrival. Davos asserts that the war is not yet over and assures Stannis that he can keep fighting. Stannis, however, informs that he already is fighting. Davos counters him by asking how burning people alive is fighting the war. Melisandre then asks how Davos would deal with infidels and insists that she is not Davos' enemy, to which he angrily disagrees. Melisandre coolly declares that it was not her who defeated Stannis and his men on Blackwater Bay. The Red Priestess additionally notes that had she'd been there in person, the tide could have been turned and Stannis would have won. Melisandre then adds that she, of course, was not there, because Davos convinced Stannis to leave her behind. As she inches closer to an increasingly aggravated Davos, Melisandre asks him if he can still hear the screams that were surrounding the bay after the wildfire explosion. She then states that what she had whispered to his son Matthos before they left for battle was true. As she puts her lips close to Davos’ ear, she repeats her whisper: “death by fire is the purest death.” In a fit of rage, Davos pulls out a dagger and tries to attack Melisandre, but Stannis' guards stop him. In disbelief, Davos witnesses Stannis ordering his guards for him to be seized and taken to the dungeons.

slaver’s bay

Following their journey from Qarth, Daenerys Targaryen’s ship, Balerion, sails towards the city of Astapor in Slaver's Bay. By then, Daenerys's dragons had grown to the size of small dogs. While these dragons were now capable of hunting fish for themselves, they are still not large enough to be used as weapons of war to invade Westeros. Thus, Daenerys needs an army. While the  Unsullied, an elite army of warriors produced in Astapor, are regarded as some of the finest soldiers in the world, Daenerys understands that being slave-soldiers would become problematic in Westeros, where slavery is outlawed. Not to mention something problematic with regards to her own opinions of slavery. However, Jorah Mormont convinces Daenerys that she has no choice but to settle for this solution since she has no other means of acquiring an army. While Daenerys considers expanding her small Dothraki  khalasar, most of whom have become seasick since the Dothraki have never traveled on ships before, Jorah explains that the Dothraki would only join her if she were strong.

Upon arriving in Astapor, Daenerys meets with Kraznys mo Nakloz, one of the slave-owning merchants of the city. He takes them to visit a small detachment of the Unsullied, which he has left standing for a day and a night without food or water as proof of their hardiness. Alongside Kraznys is his slave girl and translator named Missandei, who communicates his Low Valyrian  into the common tongue of Westeros for Daenerys. Throughout the tour, Kraznys explains that the Unsullied were trained for battle from the age of five and that only one in four recruits survived the training, adding that they fear nothing. Ser Jorah asserts that even the bravest man fears death as an irritated Kraznys tells Missandei to tell Jorah he smells of piss, to which she does not translate. Kraznys then demonstrates that the Unsullied do not fear pain by slicing off the nipple of one soldier, much to Daenerys' disgust. This soldier not only shows no sign of pain but even thanks his slave master for the opportunity to serve him. Daenerys also learns that the Unsullied are trained not to show mercy or weakness by killing a newborn slave child in front of its mother at the end of their training. While Daenerys is outraged by this, she still asks Kraznys how many Unsullied are available. She is told that there are 8,000 soldiers for sale and that she has a day to make a decision. En route back to their ship, Jorah recommends that Daenerys 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, adding that this would also ensure they don't kill any innocents. Daenerys, however, is distracted by a playing child who follows her and Jorah along the docks. However, neither of them noticed a hooded man, armed with a dagger, following them as well. The child offers Daenerys a gift, rolling a ball towards her and gesturing for her to open it. As she does, the hooded stranger knocks it out of her hand. In response, Jorah grabs the stranger, and in their struggle knock Daenerys to the ground. The ball then cracks in half, releasing a venomous manticore. Before the creature can harm Daenerys with its lethal sting, the stranger kills it with his dagger. Meanwhile, the child hisses in a reptilian manner and uses magic to escape, confirming the suspicion that the Warlocks of Qarth are still after Daenerys. The hooded man then reveals himself to be Ser Barristan Selmy, the former Kingsguard to Robert Baratheon and her father Aerys Targaryen before that. He begs her forgiveness for failing House Targaryen during Robert's Rebellion and in return for his wrongs he offers to serve in her Queensguard, to which she accepts.

*Episode descriptions from GOT Wiki