Written by David Benioff and D.B. Weiss
Directed by Daniel Minahan
Alone on the Fist of the First Men, Samwell Tarly approaches a kneeling man of the Watch and realizes the man has been decapitated. A wight attacks Sam, but Ghost, Lord Commander Mormont, and the remaining brothers arrive and set it on fire. Mormont is furious when he learns that Sam hasn't sent the ravens as instructed. He tells his men they will need to make it back to Castle Black to warn the kingdom.
Jon Snow enters Mance Rayder's camp, marveling at the number of refugees and the strangeness of it all. He mistakes Tormund Gianstbane for the King Beyond the Wall and kneels before him, unaware that Mance is the unassuming one standing in the back. Mance questions Jon's reasons for abandoning the Watch and Jon says Mormont betrayed him: When he told the Lord Commander that Craster was sacrificing his newborn sons, Mormont already knew.
In King's Landing, Tyrion Lannister adjusts to his scars and reduced circumstances. Believing his sister responsible for the attempt on his life, Tyrion is jumpy when she visits. Queen Cersei demands to know what business he plans to discuss with their father. Having been summoned by Podrick Payne, Bronn exchanges sharp words with Ser Meryn Trant outside of Tyrion's door. Meryn accuses the newly knighted Bronn of the Blackwater of being an up-jumper. After Cersei leaves, Bronn tells Tyrion he is doubling his prices.
Sansa Stark and Shae watch ships as they sail from the harbor. When Lord Petyr Baelish and Ros approach, Ros hangs back with Shae while Littlefinger whispers with Sansa. Staring out at the sea, Sansa begs Littlefinger to take her away from King's Landing. Initially coy, Littlefinger promises he will. Ros asks Shae to watch out for Sansa--especially around Littlefinger.
Davos Seaworth is plucked from the rocky shores of Blackwater Bay by a passing ship--one that belongs to Salladhor Saan. The pirate tells his old friend to give up; Stannis Baratheon is licking his wounds at Dragonstone and completely under Melisandre's spell. Davos insists he needs to go to Stannis so he can stop her. Certain he will fail, Salladhor tells Davos he will gather his bones for his widow to wear around her neck.
At Dragonstone, Davos appeals to Stannis to stop persecuting non-believers of the Lord of Light. When Davos declares Melisandre his enemy, she tells him her presence would have changed the course of the Battle of the Blackwater. "You convinced your king to leave me behind," she reminds him before taunting him with memories of his dying son. Davos attacks Melisandre, but is held back and imprisoned by Stannis.
Robb Stark's army marches to Harrenhal only to find the castle already abandoned and riddled with corpses. Catelyn Stark grieves for a fallen bannerman, Ser Jeremy Mallister, whose body she spots in the carnage, but Robb has her escorted to a "chamber that will serve as a cell." Talisa chides him for treating his mother this way, but Robb tells her that his concern is for his men, including Lord Rickard Karstark: By freeing Jaime Lannister, Catelyn has robbed them of their justice. Next to Ser Jeremy, a body coughs. The two discover Qyburn, a prisoner with a cut throat.
Daenerys Targaryen watches as her Dothrakis, the first ever to set sail, cope with massive seasickness on the seas between Qarth and Astapor. She feeds her growing dragons and tells Jorah Mormont she wishes they would grow faster. Although Ser Jorah speaks highly of Astapor's Unsullied soldiers, Dany worries that they are a slave army. Jorah tells her she won't have a true khalasar until she can prove her strength.
Now Hand of the King, Tywin Lannister forces Tyrion to wait as he finishes his correspondence. When he finally gives his son his attention, he reprimands Tyrion for bringing a whore to his bed, in direct defiance of his orders. The two face off: Tyrion points out that Tywin never once visited him after he fell in battle, a battle Tyrion is responsible for winning. He wants what is his by right: Casterly Rock. Tywin agrees to find Tyrion better accommodation, a sufficient position and a suitable wife, but he tells his youngest that Casterly Rock will never be his. "To teach me humility, the gods have condemned me to watch you waddle about wearing that proud lion that was my father's sigil," he thunders. He warns Tyrion that the next whore he catches him with will hang.
Traveling in separate litters with Lady Margaery, King Joffrey is startled when his stops in the streets of Flea Bottom. From the safety of his compartment, he watches Margaery step through the filthy streets into an orphanage. Inside, Margaery charms the children and distributes toys and bread. When Loras Tyrell and Margaery join Joffrey and Cersei for dinner, Cersei makes pointed remarks about Margaery's revealing wardrobe. After Margaery deflects her criticism, Cersei mentions the impromptu stop in Flea Bottom. She tries to bring up the riot that took the life of the High Septon, but Joffrey shuts her down, telling his guests that age has increased Cersei's "flair for drama."
In Astapor, Dany takes stock of the Unsullied that the slave master Kraznys parades before her. With help from Missandei, his servant who translates the High Valyrian, Dany learns that the warriors are trained as children, and only one in four boys--the most disciplined, loyal and fearless--survive its rigors. To prove it, Kraznys cuts off the nipple of one soldier, who remains stock-still. Kraznys gives Dany a day to decide if she is interested in his 8,000 men.
Along the waterfront, Dany debates the value of the Unsullied with Ser Jorah. She worries about being a slave owner but Ser Jorah assures her she will be a fair master. A cloaked man follows them as they walk along the docks. Dany's attention is drawn to a little girl who rolls a ball towards her and asks her to open it. As Dany untwists the painted ball, the hooded man knocks it from her and stabs the poisonous manticore that crawls from it. As Ser Jorah takes hold of the man, the girl, now brandishing stained blue lips and teeth, disappears through the crowd. Dany realizes the warlocks of Qarth are after her. Dany thanks the hooded man, who kneels before her and reveals himself. Ser Barristan Selmy, who served as Lord Commander of the Kingsguard until Joffrey forced his retirement, pledges himself to Daenerys Stormborn and asks her for forgiveness.