Written by David Benioff and D.B. Weiss
Directed by David Nutter
As Stark and Tully men are slaughtered outside the Twins, the Hound grabs a Frey banner and rides through the chaos with Arya Stark in his arms. Arya regains consciousness to see a group of Frey knights surrounding a rider: Grey Wind's head sewn onto Robb Stark's corpse.
The next morning, Roose Bolton reminds Walder Frey that the Blackfish escaped. Frey doesn't care; with Edmure Tully as his prisoner, Walder is now Lord of Riverrun. Bolton, now warden of the North, says he will not move to Winterfell - it's still in ruins. Lord Frey asks what happened there and Roose tells him his bastard son Ramsay has been keeping Theon Greyjoy captive.
Tyrion Lannister and his new wife Sansa are strolling the gardens at King's Landing when Tyrion is summoned to a Small Council meeting. King Joffrey is ecstatic to deliver the news of the Starks' deaths - he plans to serve Robb's head to Sansa at his wedding. Tyrion defends his wife by threatening Joffrey. The King throws a tantrum in response and Tywin Lannister sends him to bed.
After the Council departs, Tywin confirms what Tyrion already suspected; he orchestrated the whole thing. Tyrion disapproves of the murders, but Tywin argues that his plan was best for the family. The Lannister name comes first, he reminds Tyrion as he reiterates his order to impregnate Sansa. Tyrion questions whether Tywin ever had to sacrifice anything and his father replies he has: He fought his impulse to kill Tyrion the day he was born. Upon returning to his chamber, Tyrion finds his grieving wife.
Balon Greyjoy receives a scroll demanding that he withdraw his men from the North, while Yara opens the accompanying box containing "Theon's favorite toy." Ramsay Snow promises more boxes will follow unless the Ironborn retreat. Although Balon refuses to surrender for a son who cannot further the family line, Yara resolves to rescue her little brother.
Varys gives Shae a pouch of diamonds to finance a new life in a distant land. He argues that her presence in the capital puts Tyrion at risk. She rejects the bribe and says that if Tyrion wants her gone, he must tell her himself.
Davos Seaworth goes to visit Gendry in his cell. The boy is surprised to learn that Davos is also from Flea Bottom. The lord explains that his title is recent and shows the missing fingertips on his right hand, Stannis' punishment for his smuggling days. Davos says he only accepted the lordship because of his son, who is now dead.
Ramsay Snow dines on pork sausage, taunting Theon who begs to be killed. Believing his prisoner unworthy of a name like "Theon Greyjoy," Ramsay renames him "Reek."
Queen Cersei informs her brother that she won't be marrying Loras Tyrell. She advises Tyrion that giving Sansa a child will make her happier. Cersei's children - even Joffrey - are the reason she's alive.
The Hound and Arya pass by a group of Frey men. When one boasts he helped sew the direwolf head onto Robb's body, Arya jumps off the horse. Innocently asking to warm herself by their fire, she offers Jaqen H'ghar's iron coin in exchange. As the man reaches for the coin, Arya stabs him repeatedly. The Hound kills the other men easily. Arya looks down at the first man she's killed, retrieves the coin and says, "Valar morghulis."
Bran Stark, Hodor, and the Reeds take up camp in the Nightfort. Bran tells a story about a cook in the ancient castle who was turned into a hungry rat after he killed a guest beneath their roof. "That's something the gods can't forgive," Bran explains.
Later that night, Samwell Tarly, Gilly and her baby enter the castle. The Reeds are defensive, but Samwell quickly recognizes the direwolf and identifies Bran as Jon Snow's brother. Sam is surprised to hear that Bran is venturing beyond the Wall, especially after Jojen reveals he knows about the White Walkers. Sam explains how he killed a White Walker and gives the group the dragonglass he pocketed at the Fist. He reluctantly leads the group to the tunnel to cross through the Wall.
Sam and Gilly arrive at Castle Black and meet with Maester Aemon. Seeing the baby, Aemon reminds Sam of his vows but learns that Gilly is one of Craster's wives. Gilly names her child after Sam and is invited to stay. When Sam informs Aemon of the mobilizing White Walkers, Aemon prepares to alert the kingdom of the threat.
At Dragonstone, Davos Seaworth practices his reading with Princess Shireen and finds a warning from Maester Aemon. Stannis Baratheon informs Davos that Robb Stark is dead and Melisandre maintains a bigger sacrifice is now necessary. Davos makes a case for Gendry's life, but Stannis sentences the boy to death.
That night, Davos sneaks down into Gendry's cell and helps him escape by boat. When Stannis learns of Davos' actions, he condemns his Hand. Davos shows his king the scroll from the Night's Watch, and argues that his military expertise will be crucial. Melisandre looks into the flame and confirms the real war is to the north. She persuades Stannis to spare his life.
Stopping for water, Jon Snow realizes that Ygritte has drawn her bow on him. He tells her that although he loves her, he needs to return to home. Ygritte shoots him repeatedly as he rides away. He arrives at Castle Black seriously injured. Sam and Pyp recognize Jon and carry him inside.
Jaime and Brienne enter King's Landing, but with his arm bandaged and without his white cloak, Jaime is indistinguishable. He finds Cersei alone in her chamber.
Daenerys Targaryen greets her audience of newly freed Yunkish slaves. Missandei introduces the khaleesi as their liberator, but Dany addresses the crowd herself; they must take back their own freedom, she says. In response, the crowd chants "Mhysa," Ghiscari for "mother." They lift her into their arms while Drogon circles above.