As Maester Luwin rushes to release a raven, Theon Greyjoy wakes up Bran Stark. "I have taken Winterfell," he tells the confused boy. "I'm a Greyjoy. I can't fight Robb and my father both." Theon instructs Bran to inform his people that he has yielded the castle. When Bran protests, Theon assures him it's the practical thing to do; no one will get hurt. In the courtyard, Bran does as he is told. Those who dare resist are threatened, even Maester Luwin, who is reminded by Theon that he is bound by oath to serve the lord of the castle. Osha bends the knee to Theon, but the Prince of Pyke is suspicious and refuses her service. When Bran expresses surprise at her betrayal, the wildling tells him it's because his dream has come true: The ocean has come to Winterfell-and she has no plans to drown.
Theon's proclamations are interrupted by the arrival of Ser Rodrik Cassel, captured by the Ironmen on his way back from Torrhen's Square. "You have less honor than a back alley whore," says Theon's former fighting instructor, "King Robb thought of you as a brother." Theon ignores Rodrik, but when Rodrik spits on him, he orders him imprisoned. Unwilling to let the insult stand, Theon's first mate Dagmer goads him into sentencing Ser Rodrik to death. As Dagmer readies to swing the sword, Rodrik reminds Theon that it should be his job-he passed the sentence. Before lowering his head, Rodrik tells Bran, "I'm off to see your father." The gathered crowd gasps in horror as Theon botches the job, swinging again and again to separate Rodrik's head from his body.
Jon Snow marches with Qhorin Halfhand's team in the Frostfangs. Watching him with Ghost, the scout warns him that wild things cannot be trusted. When Jon swears he'd die for the Watch, Qhorin corrects him: "I want you to curse and fight 'til your heart's done pumping."
With the sun dropping, Qhorin and his men take out a group of wildling lookouts. As Jon prepares to slay one, he realizes it's a young woman. Qhorin reasons that the only thing to do is to kill her and Jon volunteers for the task. Left alone with instructions to meet the men at the top once the deed is done, Jon tries to drop the sword on Ygritte, but misses. Sensing his indecision, Ygritte makes a run for it. Jon captures her again and binds her. Since a fire will draw the attention of other wildlings, he prepares for a cold night of sleep. "We'll stay warmer if we stay close," she offers. Unable to argue, Jon wraps himself around her and then scolds her when he feels her body wriggling against his.
The royal family says goodbye to Princess Myrcella Baratheon as she sails for Dorne. Queen Cersei Baratheon curses Tyrion Lannister and tells him she hopes he falls in love one day... so she will have the opportunity to take his love from him. As the group makes its way back to the Red Keep, Tyrion notes the restlessness of the crowd and urges the Kingsguard to get Prince Tommen home. After being called a bastard, King Joffrey is struck by a cowpat. Furious, he demands the head of the person responsible. The mob erupts and the High Septon is caught in the fray. He is torn to shreds while other members of the family fight their way to safety. Tyrion lectures Joffrey that the riot is his fault: His people are starving because of a war he started, and then slaps him when Joffrey fails to understand his lesson. Belatedly realizing Sansa Stark is missing, Tyrion demands Joffrey send someone to search for her."You'll never get your uncle Jaime back," he says. "You owe him quite a bit, you know."
Having fled down an alley, Sansa is pursued by a group of lecherous men. She tries to fight them off but is knocked down and stripped. The Hound arrives just in time and makes short work of the men. Lifting Sansa, he carries her over his shoulder back to the Red Keep. Tyrion compliments him for a job well done, but the Hound sniffs, "I didn't do it for you."
Shae tries to console Sansa who cannot understand what she did to inspire such violence. When she insists she hates Joffrey as much as the people do, Shae warns her to keep such thoughts to herself. "Don't trust anybody. Life is safer that way," says the handmaiden.
Arya Stark continues to win points with Tywin Lannister, but has a heart-stopping moment when Petyr Baelish pays a visit to the commander. She keeps her head down during the visit, and although Littlefinger notices her, he does not recognize her. Littlefinger counsels Lord Tywin to draw in the Tyrells and, for now, forget that they sided with Renly Baratheon. Lord Tywin dismisses Arya, just as Littlefinger gives him an update on Catelyn Stark.
That evening, Tywin recounts to Arya how he taught his son Jaime to read. Turning his attention to her, he asks her about her family. She tells him her father was a stonemason ... who died of loyalty. Arya works up the courage to ask Tywin about his own father, and while the lord is distracted by his memories, she steals a scrap of paper detailing the Lannister movements against Robb. Outside of Tywin's chambers, Amory Lorch catches her with it but Arya runs off. Searching for Jaqen H'ghar, she demands he kill Amory right away. Sighing, Jaqen takes out Ser Amory with a poison dart just as the man approaches Tywin.
Daenerys paces outside of the home of the Spice King. Xaro Xhoan Daxos reminds her that had she married him, there would be no need to wait. When the Spice King finally gives her an audience, he debates points of grammar in her request for ships to "retake the Iron Throne." Sensing a rejection, Dany tells him the story of the birth of her dragons. "I am no ordinary woman," she says. "My dreams come true." Despite Dany's passion, the Spice King tells her she is a bad investment. Dejected, Daenerys returns to Xaro's palace. Once there, they find his household murdered, Irri strangled, and empty dragon cages. Elsewhere in Qarth, a hooded figure carries the hissing creatures to the House of the Undying.
Robb Stark spots Lady Talisa in his camp and gets her to admit that she is of noble birth. Watching her son watch Talisa, Lady Catelyn Stark reminds the King in the North that he is already engaged. Roose Bolton arrives with word from Winterfell: Theon has taken the castle. Beside himself, Robb declares he will march north. Unwilling to let Robb retreat, Bolton offers to have his bastard at the Dreadfort take care of the Ironmen. Robb agrees but wants Theon taken alive-he'll kill him himself.
Osha enters Theon's bedroom and offers her service again. When he reiterates his suspicions, she begins to undress herself. "We know things," she says, bargaining for her freedom. "Savage things." After Theon falls asleep, she sneaks out. Seducing his guard, she cuts his throat, and then motions for Rickon, Hodor and Bran to follow.