Tyrion awakes somewhere in '''Maegor's Holdfast''', bandages across his face. The first thing he sees is Grand Maester Pycelle, who is somewhat short a beard now. He yells for Podrick and has him find Bronn and/or Varys with news that he is alive -- possibly a necessary precaution, considering Pycelle's gloating. The maester brings him up to speed: Stannis defeated by the new Lannister-Tyrell alliance, Lord Tywin in town, Tyrion himself demoted from Hand. And, obviously, the bandages. Pycelle gives him [[HumiliationConga a coin for his troubles]].

Meanwhile, down in the throne room, Joffrey delivers three lies for the price of one when he styles himself as ''Joffrey of House "Baratheon", First of his Name, "rightful" king of the Andals and the First [[TryToFitThatOnABusinessCard Men, Lord of the Seven Kingdoms and "Protector" of the Realm]]'', after which he confirms his one and only grandfather as Hand and proclaims him a [[BigDamnHeroes Big Damn Hero]]. (Tywin accepts this honor on horseback, presumably to show off his power.) Petyr Baelish is granted Harrenhal (promised him by Tyrion, but actually granted by Joffrey) for brokering the Lannister-Tyrell alliance, and Loras Tyrell is granted a single boon, which he uses to recommend that Joffrey wed Margaery. Margaery is wearing a new AbsoluteCleavage dress again. Joffrey plays his gallantness card and in an obvious show of BadBadActing for the court points out he is already betrothed, and [[HonorBeforeReason a king should keep his word]], but his small council rescues him: he was affianced to Sansa before her family revealed themselves to be traitors, and the gods will not hold it against him if he sets her aside. Sansa's off the hook. She manages to keep her depressed expression on until she's escaped the crowd.

Of course, she's barely let a relieved giggle escape that Littlefinger pops up on her. He's one hell of a downer: points out that now that Joffrey is no longer marrying her, he can abuse her without restraint. As an alternative, Littlefinger offers to get her home to Winterfell, for Catelyn's sake. [[MyEyesAreUpHere He has trouble meeting her eyes.]] Classy, Lord Baelish.

We cut to a woman dabbing makeup onto her face. It's Ros, a little haunted behind the eyes but still open for business, about to entertain a new client...until she tries to feel him up and discovers there's nothing there. Varys is here for business, not pleasure: he wants Ros to become his informant in Littlefinger's organization, and is fairly sure he can offer safer terms of employment than Baelish does.

Somewhere in '''the Riverlands''', Brienne pulls the boat up out of the Trident. Jaime stands by, snarking: "[[NoGuyWantsAnAmazon You're a virgin, I take it?]]" Nice, Kingslayer. He's trying to play on Brienne the same way Ygritte did to Jon, with markedly less success, but soon they are both distracted by the sight of three tavern wenches hanged from a tree. "They laid with lions," claims the sign that hangs round one's neck; in other words, this was done by northerners. "Must make you proud to serve the Starks," Jaime observes, but Brienne retorts, "I don't serve the Starks. I serve Lady Catelyn." She ties Jaime to a tree so that she can cut the women down and bury them, but they are interrupted by three men, those responsible for the hanging. "I hope you gave them quick deaths," is all Brienne says, and they gloat and say, "Two of 'em we did." Once the questioning begins in earnest, Brienne and Jaime put on a pretty good double act and are ''almost'' able to lie their way out... but one of the three recognizes the Kingslayer. As the bandits count down, Brienne and Jaime trade glances; he leaps out of the way and she comes out slashing sword and dagger -- not even her ''own'' sword and dagger, but one from each bandit. The disarmed Stark men she kills. The last one gets Brienne's sword through his intimate regions. "[[IronicEcho Two quick deaths.]]"

Speaking of Stark men, at '''Robb's camp''' the King in the North is consulting his mother on what to do with Lady Talisa now that he's dooone Lady Talisa. Catelyn thinks offending Walder Frey [[{{Foreshadowing}} would be a bad idea]], and points out that she and Ned did not love each other at the start of their ArrangedMarriage -- in fact, they barely knew each other; they built their love, gradually, over time. But all Robb can see is his love for Talisa, and he makes a (rather valid) point in reminding Cat she has no right to claim a moral high ground. In the end, he walks away without another word, both of them sick at heart.

Stannis has arrived back at '''Dragonstone''' and broods over the Painted Table, furious at Melisandre for his defeat. He tries to [[WhereIsYourXNow strangle her]], but he is not so lost to honor as that. She reminds him that he is the Prince who was Promised and draws him to the flames where she has her visions. As Stannis stares, his eyes widen... he, too, glimpses the visions...

Five hundred northmen, led by the still-unnamed and unseen Ramsay Snow, the Bastard of the Dreadfort, have surrounded '''Winterfell''', and are [[LoudOfWar blowing horns]] at all hours to keep the defenders awake and unnerve them. In Theon's case, [[SanitySlippage it's working]]: "I will kill that man! I swear it by the Drowned God, the Old Gods, the New Gods, by every FUCKING god in every FUCKING heaven, I will ''kill'' that horn-blowing cunt before I fall." Maester Luwin stands by, trying to help as best he can, but Theon is in no mood for it. Theon reminisces on the first time he saw Winterfell (interrupted on occasion by aforementioned horn-blowing cunt) and his feelings during his childhood: "Know what it's like to be told [[TheResenter how lucky you are]] to be [[IHaveYourWife someone's prisoner]]? To be told how much you owe them? And then to go back home [[WellDoneSonGuy to your real father]]?" Who [[TheUnfavorite thinks you weak and soft]], he has no need to say; and Luwin doesn't say it. Instead he counsels that Theon take the black, which will wash out his past crimes -- of which there are [[MyGodWhatHaveIDone quite a few]].

-->'''Maester Luwin:''' "[[LikeASonToMe I've known you many years, Theon Greyjoy]]. You're not the man you're pretending to be."\\
'''Theon:''' "You may be right... but I've [[IveComeTooFar gone too far]] to pretend to be anything else."

So the next morning finds Theon pacing before his men, rallying them, whilst Dagmer stands by with a spear. It's pretty epic.

-->"You hear that? That's the mating call of the northmen. They want to fuck us! Well I haven't had a good fuck in weeks, I'm ready for one! They say every ironborn man is worth a dozen from the mainland. [[DareToBeBadass You think they're right?]] We die today, brothers! [[GoYeHeroesGoAndDie We die today]], bleeding from a hundred wounds, with arrows in our necks and spears in our guts! But our war cries will echo through eternity. They will sing about the battle of Winterfell until the Iron Islands have slipped beneath the waves. Every man, woman and child will know who we were and how long we stood! Aggar and Gelmar! Wex and Urzen! Stig and Black Lorren! Ironborn warriors will cry out ''our names'' as they leap onto the shores at Seagard and Faircastle. Mothers will name their sons for us! Girls will think of ''us'' with their lovers inside them!! -- And whoever kills that ''fucking'' horn-blower will stand in bronze above the shores of Pyke!!! ''What is dead may never die!!''"

He puts on his war face and prepares to charge... and Dagmer brains him with his spear haft. "Thought he'd never shut up," resident FatBastard Black Lorren grouses. "It was a [[RousingSpeech good speech]]," Dagmer shrugs, "didn't want to interrupt." The ironborn tie him up and slip a bag over his head, and then prepare to abandon Winterfell... but not before stabbing Maester Luwin, [[ForTheEvulz just because]].

Tyrion, still abed at '''King's Landing''', is a bit incredulous at the intelligence Varys gives him: that Cersei ordered Ser Mandon Moore to slay him during the chaos of the battle. Tyrion sends Pod to get gold cloaks to guard him, but Varys tells him that Bronn has been removed from command of the City Watch. Tyrion's hill tribesmen have also been sent away with Lannister gold in their purses. However, Varys leaves Tyrion with his gratitude... and Shae as well. She unwinds his bandages, revealing a hideous scar slanting across his face. Tyrion jokes that she should charge him double now, but Shae, surprisingly, isn't in it for the money. She invites him to flee with her to the Free Cities, but Tyrion admits that he can't leave: he was made to play the game of thrones, and he belongs here. Shae decides to stay as well. "I am yours, and you are mine," she tells him, and Tyrion draws her close, [[ManlyTears weeping into her hair]].

'''Somewhere''' out in the Seven Kingdoms, a man and a woman stand before a septon, getting married with no witnesses. Jaime and Brienne? No, the heights aren't right for that. Tyrion and Shae? Same problem. Joffrey and Margaery? Ha. No, it's Robb and Talisa. Surely a wedding that must needs be held in secret is going to end well, right?... Right?

In '''Qarth''', Ser Jorah, Daenerys and Kovarro advance on the House of the Undying. There appears to be no door, and Mormont follows his ''khaleesi'' as she circles the tower. She outdistances him... and when he comes back round, he sees Kovarro... but no Daenerys. [[OhCrap He resorts to yelling up at the tower]]: "''Khaleesi!''" Inside, Daenerys ignores the noise, pulling a torch from a wall bracket and following the cries of her dragons.

Arya, Hot Pie and Gendry trudge through '''the Riverlands''' with [[labelnote:no set destination]]In the books they're making for Riverrun, but nothing's been said on TV[[/labelnote]], but are startled to see Jaqen H'ghar surveilling them from atop a rock outcropping. Arya wants to know how he killed the guards, and if it was difficult. "No harder than taking a new name, if you know the way," he answers. If Arya wants, she can go to Braavos with him, and learn to be a "Faceless Man." It's clearly tempting to her, but Arya decides she needs to stay and link up with her brother and mother. "...[[AndZoidberg And my sister. I need to find her too.]]" So instead, Jaqen gives her an iron coin. "If the day comes when you must find me again, just give that coin to any man from Braavos and say these words to him: ''Valar morghulis.''" He turns away and does something to his face, and when he turns back the white SkunkStripe in his hair is gone, his cheeks are different, his jawline heavier, his eyes more deeply sunken. He has a different face. Is that what they mean by "Faceless Men"?

At '''Winterfell''', Osha, Hodor, Bran and Rickon emerge to find their ancestral home a smoking wreckage, people slaughtered and buildings burnt. Precisely who died, and how, and why, is not made clear, but the little lords find their direwolves waiting at the threshold to the godswood. Within, Maester Luwin waits, at peace but too injured to go anywhere else. He instructs them to head north to Castle Black, as their brother Jon Snow will protect them and tell Catelyn that they are safe. Maester Luwin orders Osha to look after them -- she's the only one who can -- and then gives a knowing look at her dagger. "[[MercyKill Do it quickly]]," is all he says.

-->At the edge of the Wolfswood, Bran turned in the saddle for once last glimpse of the castle that had been his life. Wisps of smoke still rose into the grey sky, but no more than might have risen from Winterfell's chimneys on a cold autumn afternoon. Soot stains marked some of the arrow loops, and here and there a crack or a missing merlon could be seen in the curtain wall, but it seemed little enough from this distance. Beyond, the tops of the keeps and towers still stood as they had for hundreds of years, and it was hard to tell that the castle had been sacked and burned at all. ''The stone is strong,'' Bran told himself, ''the roots of the trees go deep, and under the ground the Kings of Winter sit their thrones.'' So long as those remained, Winterfell remained. It was not dead, just broken. ''Like me,'' he thought. ''Iím not dead either.''
-->--Creator/GeorgeRRMartin, ''A Clash of Kings'', final paragraph (pg. 968-969, paperback)

But where Martin ended the book, we still have a good 20 minutes of show remaining. How's Daenerys doing? Well, at the moment, she's wandering the halls of '''the House of the Undying''', trying to track her dragons' anguished cries. They lead her through a door to a ruined hall, one she has never seen before but which audiences are eminently familiar with, one with seven-pointed-star stained-glass windows and great braziers built around the pillars. The roof has fallen in and snow covers the ground, as well as the hulking behemoth of a chair at the far end, a chair that seems to be made of swords... Dany is about to touch it when her dragons' cries call her away from the Iron Throne of Westeros. They lead her out a door set in a wall of ice, a thousand leagues long and seven hundred feet high, and then into a tent built of hides for desert work, incongruous in the midst of all this snow. Within sits someone none of us never expected to see again: [[TheCameo Khal Drogo]], cradling a plump and adorable baby Rhaego in his arms. Daenerys quite clearly wants this dream to be true ([[CrowningMomentOfHeartwarming and audiences do too]]), but she hears [[TheConstant her dragons' call]] and knows what she has to do. ([[CutenessProximity Rhaego was trying to stuff his mommy's hand into his mouth.]])

Daenerys emerges back in a dusty room in the House of the Undying, where she finds her dragons on a stone table, restrained with collars around their necks. A splendor[[note]]That is ''totally'' the collective noun for wizards, Leigh Butler is brilliant[[/note]] of Pyat Prees emerge and explain his/their motivation: "When your dragons were born, [[TheMagicComesBack our magic was born again]]. It is strongest in their presence, and they are strongest in yours." Is that why Daenerys is suddenly wearing chains herself? The Pyats Pree pull the chains taut, stretching her across the chamber. She is helpless... But she is the Mother of Dragons. All she has to say is, "''[[KillItWithFire Dracarys]].''"

The Lord of Bones and his wildling raiders continue to escort their two captives towards '''Mance Rayder's camp in the Frostfangs'''. Ygritte is smacking Jon Snow about the head with the flat of his own sword (which is a bit dangerous, [[AbsurdlySharpBlade Valyrian steel]] being what it is), but she also seems to be tutoring him on what to say to Mance so that he's not executed out of hand. Qhorin, knowing he won't get another opportunity, grabs a wildling's sword and goes at Jon. "''Let 'em fight,''" Rattleshirt orders, and Ygritte tosses Longclaw down near Jon. It's not really a fair fight: Qhorin's blade is about the third the length of Longclaw, and he's pretty obviously holding back so that Jon will win. Which is good, because in order to ''really'' prove his [[FakeDefector disloyalty]], [[IfYoureSoEvilEatThisKitten Jon needs to kill Qhorin]]. The Halfhand, with his dying breath, reminds Jon to [[IDidWhatIHadToDo do what he has to]]: "[[BadassCreed We are the watchers on the Wall.]]" And so, as the Halfhand's corpse is burned, Jon -- looking miserable about Qhorin -- is freed and taken over the ridge to Mance Rayder's camp at the head of the Milkwater. Ygritte said, back when they first captured her, that Mance had hundreds of thousands of wildlings. She was not exaggerating.

At his '''Qartheen''' mansion Xaro Xhoan Daxos is asleep with his brand-new bedwarmer -- Doreah. Kovarro snatches the amulet from his neck and, with Daxos and Doreah unwilling spectators, opens Daxos's Valyrian vault. There is -- surprise surprise -- absolutely nothing inside of it. At least, until Daenerys [[CruelAndUnusualDeath uses it to imprison Xaro and Doreah for all time]]. She then gives the order to loot Xaro's house, hoping the proceeds will buy them passage to their next stop. Ser Jorah supervises the effort while Daenerys dotes on her dragons. [[CutenessProximity Drogon actually nuzzles her.]]

But wait! [[EndingFatigue We're not done yet!!]] No, we swear this is the last one. (The episode runs 5 minutes longer than normal, and this is the last five.) We're at '''the Fist of the First Men''', where Dolorous Edd, Grenn and Sam are scavenging [[Creator/DaveBarry moose doots]] from the snow to burn for fuel. Sam's still going on about Gilly: "The thing about Gilly I find so interesting is that, after all Craster's done to her, [[ThePollyanna she's still got hope life will get better]]." "The thing about Gilly you find so interesting is that she said six words to you," Dolorous Edd snorts. "And the thing about ''you'' I find interesting is [[NoYou absolutely nothing]]," Sam returns. But their banter is cut off by the sound of a horn. At the first, Sam is delighted at the idea of Qhorin and Jon returning. At the second sound of the horn, Grenn and Edd go for their swords.

At the third, which can only mean [[TheDreaded one thing]], they [[OhCrap flee in pants-wetting terror]].

Poor Sam is left behind as the wind and snow kicks up. In the far distance he sees figures emerging from the bleak white, and takes shelter behind a rock, where he is (for whatever reason) largely ignored. There are wights, in various stages of disrepair, and also a zombie horse whose hooves do not break the snow. And on its back? A White Walker, what the book calls "The Others," a creature of ice and snow, cold mist rising from its muscles, its hair the spun white of frost, its eyes glowing blue.

The demon gets a clear look at Sam, trying in vain to hide behind a rock and quite visibly terrified beyond anything in his life. After a tense moment, it ignores him, then screams and points its spear at the Fist of the First Men, and the camera pans out to show a horde of wights, supported by Others, advancing on the position. As the camera pulls back, the army is shown to be larger than previously believed...and it's getting larger...and larger...''[[ZombieApocalypse and larger]]''...

[[BolivianArmyCliffHanger See you next season, folks!]]

!!Tropes in this episode:

* AbsoluteCleavage: Margaery's new dress.
* AdaptationDistillation: a lot of storylines are cropped. Specifically Daenerys visit to the House Of The Undying plays out differently, with a whole range of delirious visions full of possible futures and pasts, doubtlessly many a RedHerring and some genuine {{Foreshadowing}}.
* AdaptationDyeJob: In the book, when Dany saw a vision of her son Rhaego alive (as an adult), he had bronze skin and white hair. Here she sees a brown-haired white baby.
* AdaptationExpansion: Danaerys' storyline is massively expanded; Jaime and Brienne travelling as well as the final sequence is moved forward from the third book.
* AdaptationalAttractiveness: In the books, Tyrion loses his nose in the battle and reactions to his injury afterwards reflect this. In the episode he ends up with a nasty scar, but keeps the nose. Lampshaded for those familiar with the books by Shae referencing the fact he could have lost his nose.
* AdaptationalVillainy: The details of Doreah's betrayal are sketchy and not elaborated at all, but considering Irri was killed, it's implied that she went along with Xaro Xhoan Daxos and Pyat Pree's plan to steal the dragons.
** There's a DeletedScene of her strangling Irri. The scene was clearly deleted to keep her betrayal secret until the last episode, though it also doesn't help that it's full of {{Narm}} thanks to the insistence that Doreah must do ''everything'' "sexily."
** In her commentary, Emilia Clarke states that another deleted scene had Doreah explaining her motivations, but doesn't give details.
** In the books the Ironborn left at Winterfell actually ''were'' eager to die fighting and go out in a blaze of glory, and don't betray Theon.
* AllThereInTheManual: Ashemark, the place Jaime claims to be from, is the seat of House Marbrand, bannermen to the Lannisters. Addam Marbrand (heir of that House) is a lifelong friend of Jaime.
* AndStarring: Jason Momoa, back in his usual place at the end of the guest-star list for this one episode.
* ArcWords: "Valar Morghulis" for Arya.
* ArrangedMarriage: One is made (Joffrey/Margaery) and two are broken (Joffrey/Sansa and Robb/Walder Frey's daughter).
* AsYouKnow: Theon [[LampshadeHanging Lampshades]] the hell out of it.
--> '''Theon:''' [[SarcasmMode Thank you, O Wise Bald One,]] for teaching me siege tactics.
* BadassBoast: When Daenerys finds herself magically teleported inside the House of the Undying:
-->"Trying to scare me with magic tricks?! Come and face me! Afraid of a little girl?!"
** She gets another one when she's first approaching the House of the Undying.
-->'''Jorah''': No guards. The warlocks kill with sorcery, not steel.
-->'''Daenerys''': Let them try.
* BadBadActing: The scene in the throne room, though a bit more subtly than is usual for the trope. Joffrey turns to his mother in anticipation for her line before Cersei starts speaking. Margaery enthusiastically participates in the rehearsed charade, but Loras is literally a bad actor. He can't be bothered do his small part properly, as his body language practically oozes with contempt for Joffrey, and Loras even messes up one of his lines because he inadvertently lets out a FreudianSlip regarding his feelings for Renly.
* BadFuture: Daenerys gets a glimpse of one while in the House of the Undying: She walks into the throne room in the Red Keep. She's the only one there, with absolutely no one to stop her from sitting upon the Iron Throne if that's what she wants. But it's a throne room in ruins, with the roof collapsed in on itself and exposed to the open sky. And are those ashes spiraling down? No... it's snow. For [[ArcWords winter has come]].
* BecauseImGoodAtIt: Why Tyrion doesn't flee the country with the woman he loves.
-->"I do belong here. These bad people... are what I'm good at. Out-talking them, out-thinking them... it's what I am. And I like it. I like it more than anything I've ever done."
* BeCarefulWhatYouWishFor: The Night's Watch went beyond the Wall in force to see what's threatening then, whether it be wildlings or white walkers. By season's end, they've found both.
* BewareTheNiceOnes: Danys once again shows that people who betray her or threaten her children die nasty deaths.
** Also lampshaded by Emilia Clarke in the DVDCommentary re Pycelle. "How could someone so like...[[BuffySpeak bumbly]] look so evil?"
* BestHerToBedHer: Jaime Lannister guesses that boys had tried to force themselves onto the gigantic Brienne of Tarth and suspects that she secretly wanted to find a man who could overpower her. She declines to confirm this, saying only that no one ever could.
* BlasphemousBoast: The illusion of Drogo explains his presence as "Maybe I told the Great Stallion to go fuck himself and came back here to wait for you." Dany says that that sounds like the sort of thing he'd do.
* BloodFromTheMouth: Maester Luwin.
* BluffTheImpostor: Some Stark bannermen call out Brienne and Jaime on their ruse (that Jaime is a common thief) by demanding that they both say his name at the same time.
* BodyguardBetrayal: The Ironborn to Theon.[[labelnote:In the books]] the few troops that stay at Winterfell with him are actually eager to die fighting, and Theon seems like he's about to take Luwin's suggestion of heading to the wall, only for them all to fall victim to a CavalryBetrayal.[[/labelnote]]
* BondOneLiner: "Two quick deaths."
* BroughtDownToNormal: Tyrion awakens to find that most of his power and allies have been stripped from him.
* BullyingADragon: Literally. Pyat Pree, his [[AffablyEvil Affable Evilness]] aside, is treating Dany and her dragons rather poorly. This is a bad idea.
* CallBack:
** Remember Old Nan in Season 1 telling her stories of the White Walkers, riding on dead horses? Well, here they are in their full glory.
** Jorah telling Dany's khalasar to loot all of the gold and jewels from Xaro's palace is a call back to the party Xaro invited her to, where her Dothraki were thinking of ways to steal the gold sculptures they see.
** A White Walker sees a member of the Night's Watch, but doesn't kill him for reasons unknown, as happened in TheTeaser of the first episode of Season One.
** [[Recap/GameOfThronesS2E3WhatIsDeadMayNeverDie Looks like Littlefinger got Harrenhal after all]].
* ChekhovsSkill: DoubleSubverted with the codeword Daenerys uses to order her dragons to breathe fire. At first it results only in a rather pathetic puff of smoke, followed shortly by a raging inferno.
* {{Cliffhanger}}: The Night's Watch face down a zombie horde as the season ends.
* CoverIdentityAnomaly: Brienne is escorting Jaime Lannister back to King's Landing when three Northern soldiers recognise him as the notorious Kingslayer. Naturally they deny it, with Brienne claiming Jaime is a thief she is taking to Riverrun to be thrown in the dungeons.
-->'''Soldier:''' I've a question for you both, and I want you both to answer it at the same time. I count to three, you both answer. What's his name? One...two...three...
-->''(Brienne and Jaime exchange a MeaningfulLook, then she kills all three)''
* DarkReprise:
** The music that accompanies the march of the White Walkers and the credits at the end of the episode is an extremely dark, foreboding, slowed-down variation on the series's main theme.
** There's also a sorrowful one as Bran and Rickon emerge to see the wreckage of Winterfell.
* DeadpanSnarker: Tyrion accuses Varys of making up his information that Cersei was behind his attempted assassination.
-->'''Varys:''' And why would I do that?
-->'''Tyrion:''' To create strife between my sister and me.
-->'''Varys:''' Whereas before there was only love.
* DeathByAdaptation: Definitely Pyat Pree. Most likely Xaro.
* DeathGlare: Tyrion manages to do this with only one eye exposed when Pycelle says, "You don't need much room, do you?"
* DecoyProtagonist: Averted. It looked as if Tyrion bit it last episode just like Ned Stark last season.
* DemotedToExtra: Several of the Ironborn.
* DiabolusExMachina: Tyrion loses all the power he gathered in a day when Tywin finally comes.
* DontAskJustRun: One horn blast means hope for the Night Watch. Two means The Wildings are on the march. [[ZombieApocalypse Three horn blasts?]] Three is meant to be a myth but as soon as they are heard no chances are taken, everyone bolts.
* DownerEnding: Winterfell is sacked, so Bran and Rickon head for the Wall to Jon, [[BigBrotherInstinct who will protect them]], but currently Jon is about to be taken to Mance Rayder. Meanwhile, the Lannisters are made stronger by their alliance with the Tyrells, Tyrion is no longer Hand, Sansa's engagement to Joffrey is broken but she now needs Littlefinger's help to survive, Robb breaks his promise to the Freys by secretly marrying Talisa, Stannis is under the spell of a witch, and the White Walkers are marching.
* DudeWheresMyRespect: Tyrion was probably the most capable of Tywin's descendants when it came to actually defending the city. So naturally he loses his position to Tywin, his mercenary loses command of the gold cloaks and his hill tribes have been paid off and sent away. Varys even admits that despite Tyrion's actions he isn't going to get any recognition from Joffrey or the history books.
* DueToTheDead: Brienne takes it upon herself to bury three women who had been left hanging from a tree.
** The Lord of Bones makes sure his people burn the Halfhand's body, albeit for entirely pragmatic reasons.
-->"You don't want this one coming back for you."
* EldritchLocation: The House of the Undying appears to be this.
* FakeDefector: Jon must become this after having to follow Qhorin Halfhand's plan to kill him.
* FamousLastWords: The Halfhand after being ImpaledWithExtremePrejudice.
-->"[[BadassCreed We are the Watchers on the Wall...]]"
* FreudianSlip: Loras subconsciously let it slip that Renly was ''far'' more than a brother-in-law to him when he tells the court, "My sister Margaery, her husband was taken from ''us'' before..." He should've said "her husband was taken from her," or simply "her husband was taken" instead.
* FunnyBackgroundEvent: After Littlefinger hears Loras' FreudianSlip, he turns his head sharply in Loras' direction and purses his lips, annoyed that the young knight couldn't get the words right.
* GetAHoldOfYourselfMan: Shae pulls this on Tyrion when he's at his lowest point.
* GroinAttack: Or maybe it was an AssShove -- either way it's clearly a painful place for Brienne to stick a sword.
-->'''Emilia Clarke in the DVD commentary:''' [[KarmicDeath For women everywhere]].
* HeadbuttOfLove: Danys and Dream!Drogo. Presumably because [[AnywhereButTheirLips kissing him]] would risk [[LotusEaterMachine sinking too far into the fantasy]].
* HellIsThatNoise: The screech of the White Walkers.
** The horn is this in-universe for Theon.
** For all who know what it means, [[TheDreaded three blasts]].
* HopeSpot: The Small Council annul Joffrey and Sansa's betrothal so Joffrey can marry Margaery instead -- but then Littlefinger informs Sansa that she's ''still'' a prisoner, and there's no reason Joffrey won't still beat and rape her if he feels like it.
* HumanoidAbomination: The White Walkers, of course.
* IfYouEverDoAnythingToHurtHer: A non-verbal version. After Loras unhappily offers his sister Margaery as a bride to Joffrey, he then stands protectively behind Margaery and stares defiantly in Joffrey's direction. The boy king is only paying attention to Margaery at this point, so he doesn't get the message, but Loras is warning Joffrey that he had better not harm his sister.
* IronicEcho:
** The entirety of Dany's last scene is one huge IronicEcho to the last scene in Season One, complete with her FalseFriend betrayer teaching her something useful and then dying rather horribly.
** Also, Xaro's legendary (and empty) vault proves what Varys told Tyrion; "Power resides where men ''believe'' it resides. It's a trick."
** Pycelle tosses a coin to the now powerless Tyrion. "For your trouble."
* KarmicDeath:
** Xaro is sealed inside his own impenetrable, [[spoiler:empty]] vault to die.
** Brienne killing the third Northman slowly, driving her sword through his crotch.
* KickTheDog: Dagmer casually spearing Maester Luwin shortly before handing over an unconscious Theon to the Northmen besieging Winterfell -- for the [[ForTheEvulz lulz]].
* KillItWithFire: How Daenerys deals with Pyat Pree.
* LastStand: Subverted with the Ironborn; teased with respect to the Watchmen on the Fist.
* LeaveYourQuestTest: Shae pleads to Tyrion to run away with her to the Free Cities, leaving behind his backstabbing family.
* LeftHanging: In the beginning of the episode, we find out that Winterfell is surrounded by Robb Stark's bannermen, who are about to take back the castle from Theon's Ironborn troops. But at the end of the episode, after the Ironborn have ditched the place, Bran, Rickon, Osha, and Hodor find Winterfell burning, and the dying Maester Luwin urges them to flee to the north. However, Luwin doesn't bother to explain why exactly Winterfell is now so dangerous, so it remains unclear what happened with Robb Stark's supposed allies, who presumably should protect the Stark boys and take them back to their brother.
* LikeASonToMe: Maester Luwin talks of how he helped birth the Stark boys.
* LotusEaterMachine: What the warlocks try on Dany in the House of the Undying by showing her Drogo and Rhaego. She knows it's not real, but it's depressing to see her have to leave.
* LoudOfWar: The northmen besieging the captured city of Winterfell keep blowing a horn to unnerve the Ironborn occupiers at all hours of the night.
* LoveMakesYouStupid: Robb Stark
* TheMagicComesBack: It's finally confirmed in this episode that the birth of Dany's dragons brought magic back into the world.
* MeaningfulEcho: Shae tells Tyrion "I'm yours" and appears to mean it this time.
* MeaningfulLook: When Joffrey summons Loras, the young knight quickly glances at Margaery as if to say "Do I really have to do this?", and his sister's non-verbal reply is "You have to do your duty."
* MercyKill: Maester Luwin asks Osha to kill him with her blade rather than suffer a slow death by bleeding.
* MoodWhiplash: Theon delivers a RousingSpeech to his [[GoYeHeroesGoAndDie doomed]] soldiers. Then he's promptly knocked out by his own men, who chuckle about it. Then Maester Luwin gets ImpaledWithExtremePrejudice and left to die.
** Moments after effectively executing Xaro and her traitorous handmaiden in a tense scene, a rather upbeat, borderline-happy Dany and her crew are shown ransacking Xaro's palace.
* MoralEventHorizon: In universe, Theon believes he has already crossed it.
* NegatedMomentOfAwesome: Theon's RousingSpeech is immediately followed by his men knocking him out and taking him prisoner to hand over to the Northmen.
* NightOfTheLivingDead: A White Walker leads an army of wights on the Fist of the First Men in the final scene.
* NoOntologicalInertia: Pyat Pree's copies disappear completely after he dies.
* NothingIsScarier: Before the [[EldritchLocation House of the Undying]] starts showing Dany visions, it just provides emptiness. The approach to the building counts as this for Kovarro, who is happy to fight guards, but is thoroughly creeped out by the lack of them.
* NotSoDifferent[=/=]ObligatoryWarCrimeScene: The women hanged (and in one case, heavily implied to be raped) by Northern soldiers for "lying with lions."
* NotWorthKilling: The White Walker sees Sam but doesn't kill him.
* OddlySmallOrganization: The "Warlocks" of Qarth apparently consist entirely of Pyat Pree and his clones.
* OhCrap:
** Ros when she realizes that her "client" is Varys. [[spoiler:Subverted when she finds out he's there with a business proposition concerning her becoming part of the Spider's Web.]]
** Jon when he sees the massive encampment of the wildling army united under Mance Rayder.
** Three horn blasts for White Walkers.
** Sam's face when a saddled White Walker turns and looks directly at him. Fortunately for Sam, said White Walker appeared not to care.
** Tyrion when he realizes he's being cared for by Pycelle, who has every reason to want him dead. Additionally, notice how Pycelle is standing ''[[ThrowingOffTheDisability upright]]'' and no longer talking in his usual "senile old man voice".
** Jaime when Brienne demonstrates on three armed men that she really ''does'' know how to use that sword. And the third rapist when he realises where Brienne is about to shove that sword.
* PragmaticAdaptation:
** Tyrion keeps his nose.
** Bran gets a wheelbarrow to ride in, so Kristian Nairn doesn't have to constantly be carrying the quickly growing Isaac Hampstead-Wright. (At conventions, the actor has joked about how carrying Isaac is murder on his back in real life.)
** The troupe of Osha, Hodor, Bran, and Rickon stick together after leaving Winterfell with a concrete plan of seeking shelter at Castle Black with Bran and Rickon's half-brother Jon Snow.
** The alteration of Robb's storyline, which either took place entirely off-page in the books or was seen through the perspective of Catelyn's POV chapters.
** When Dany asks if the gold they're about to steal is enough to buy a ship, Jorah Mormont smiles and says, "A small ship." Which of course would be easier for next year's production crew to build, rather than the three large cargo vessels Danys acquires in the novels.
* PreAssKickingOneLiner: ''"Dracarys."''
* RaisingTheSteaks: The White Walkers ride atop undead horses.
* RealityEnsues:
** While Tywin waits atop his white destrier to enter the Iron Throne room to be proclaimed Savior of the City and officially take his place as Hand of the King, the warhorse drops a gigantic turd on the floor.
** Sansa's moment of joy as she thinks that she's finally free from Joffrey's violence and imminent rape is shattered by Littlefinger, who points out that her situation has actually gotten worse.
** Once she realizes that Xaro's supposed vault of riches is actually empty, Dany decides to buy a ship by scavenging as much of Xaro's property as possible. In real life, this would probably lead to a crossover episode with ''Series/PawnStars''.
* RealityWarper: Pyat Pree in the tower of the undying.
* RousingSpeech: Theon gives an epic one, finally proving his worth to his men. Subverted when, rather then going out and having a glorious last stand, they choose to knock Theon out and save their own skins. Dagmer, does, however, note that it was a good speech.
* RuleOfSymbolism: Tywin's horse takes a dump before entering the throne room, to let the audience know that everything they're about to see is a load of...
** And also to symbolize that, without Tyrion's influence, King's Landing is going to start sliding into the brown stuff. And it suggests that Tywin is "marking his territory," so to speak.
* ScarilyCompetentTracker: Jaqen, not surprisingly. Hot Pie even {{lampshade|Hanging}}s this.
* TheScream: How the White Walkers choose to verbalize in this episode. It's quite disturbing.
* SeamlessSpontaneousLie: Brienne and Jaime are able to pull this off effectively... until one Stark soldier tells them both to reveal Jaime's identity simultaneously.
* SerialEscalation: The way we are left with how bad it's gotten worse: House Lannister is strengthened by its alliance with House Tyrell; Robb and Talisa marry in secret, costing him his alliance with House Frey; Bran, Rickon, Osha, and Hodor have to trek all the way to the Wall for salvation after [[MercyKill mercy killing]] Luwin; Sansa now depends on Littlefinger for survival in the court; Jaqen has left Arya and her group; Dany believes its time to return to Westeros now that her dragons are already breathing fire; Tywin is appointed Hand of the King and has dismissed Bronn and the Hill Tribesmen, leaving Tyrion completely without any means of defending himself from Cersei, who already tried to assassinate him; Brienne kills some House Stark soldiers to ensure Jaime is escorted to the Lannisters; Jon is forced to kill Qhorin to solidify his [[FakeDefector fake defection]]; so by the time we check in with the Night's Watch at the Fist of the First Men, you're left wondering, how can things possibly can get any worse? Turns out Sam gets left behind when the White Walkers finally decide to make their presence known to the Night's Watch. [[ZombieApocalypse And they brought friends.]]
* ShootYourMate: Halfhand sets this up, knowing that he's going to be killed anyway, so the wildlings will believe Jon Snow has gone over to them.
* ShoutOut: Theon pointing out a few specific members of his army and saying their names will be remembered is straight out of [[HenryV the St. Crispin's Day speech.]]
* SickbedSlaying: Tyrion is keen enough to be worried when he wakes up to the sight of the man he previously screwed over.
-->'''Tyrion:''' ''POD!'' (Tyrion's loyal squire rushes in) Find Bronn, or [[TheSpymaster Varys]]. Tell them I am here with Maester Pycelle. Tell them, I am ''very'' much alive.
* StandardHeroReward: Tywin is made Hand again, Littlefinger is made Lord of Harrenhal and Joffrey breaks his engagement with Sansa to marry Margaery. Sansa and Tyrion, the real heroes, go unrewarded.
* TheStarscream: Dagmer Cleftjaw
* SuppressedRage: Loras' body language cannot disguise the utter disgust and frustration that he feels at having to bend the knee to Joffrey.
* TeachHimAnger: Halfhand taunts Jon Snow with his bastardry and his father's alleged treason so he'll be angry enough to kill him.
* TemptingFate
-->'''Sam''' "The thing about Gilly I find so interesting is that, after all Craster's done to her, she's still got hope life will get better." (then the White Walkers appear)
* TrashTheSet:
** Winterfell is burnt to the ground.
** Dany's first vision is a thoroughly trashed Red Keep in the winter.
* UnfriendlyFire: Vaerys tells Tyrion that Cersei tried to have him killed during the Battle of Blackwater.
* VillainousBreakdown: The prospect of his imminent death has made Theon a tad bit unhinged. The hornblower isn't helping things.
* VoluntaryShapeshifting: Jaqen
* WalkingWasteland: The White Walkers radiate cold from their bodies, and bring a snowstorm in their wake.
* WhamEpisode: White Walkers make their return since the first episode.
* WhamLine:
** "Three blasts".
** Also, "Dracarys."
* WhamShot: White Walkers (yes, more than one) are seen clearly for the first time and they are leading a ZombieApocalypse.
* WhatTheHellIsThatAccent: An in-universe example. Jaime attempts a "lowborn" Ashemark accent as part of his ruse of being just a thief when he and Brienne are confronted by Stark soldiers. The result is...[[OohMeAccentsSlipping interesting]].
* YourTerroristsAreOurFreedomFighters: Jaime calls out the Northern "freedom fighters" for hanging tavern girls who slept with Lannister soldiers.