Maester Luwin hustles into his tower apartments and bolts the door behind him. Outside comes the sound of battle; evidently the war has come to '''Winterfell'''. He manages to get a messenger raven off before attackers bust down the door.

Bran, who has somehow managed to sleep through all this, wakes up to the sight of... Theon? "I've taken Winterfell. I took it. I am occupying it. I sent men over the walls with grappling-claws and ropes." "Why?" Bran asks, logically enough, and Theon tells him it was [[CaptainObvious to take the castle]]. "I'm a Greyjoy; I can't fight for Robb and my father both." (Theon looks off to one side as he says this.) In fairness, Theon seems to want as bloodless a coup as possible, and exhorts Bran, who is the Stark in Winterfell, to urge his people to surrender. Ultimately, Bran does, but only one person--Osha--decides to join with the ironborn, and the rest aren't very cooperative; in particular, Ser Rodrik Cassel spits defiance back at Theon (literally). Dagmer tells Theon that he needs to execute Cassel on the spot if he plans to keep the respect of his men--which are the magic words, as this seems to be Theon's FreudianExcuse this season more than anything else--and Ser Rodrik accepts his death gracefully. Theon doesn't. It takes several sword blows and a savage kick before Cassel's head actually consents to part company with his body. Theon looks kind of deranged. Even Dagmer flinches.

Arya enters another war council in '''Harrenhal''' with a decanter of wine, interrupting a rather awkward confrontation: Lord Tywin Lannister fixing Ser Amory Lorch with a DeathGlare and asking, "''Can you read?''" As it turns out, though, Lord Tywin isn't just being a bully: Lorch sent a messenger raven, containing important orders, not to Lord Damon of House Marbrand but to Lord Marlin of House Dormond... in the North, where those orders will doubtless fall into the hands of Robb Stark. To prove the point, he turns to his servant: "Girl, fetch me ''The History of the Greater and the Lesser Houses''. It's the one on the-- Ha-ha. My ''cupbearer'' can read better than you." Arya, of course, fetched it without needing further instruction. She's not doing a good job of hiding in plain sight, though fortunately Lord Tywin seems amused by her. A look of panic spreads across her face, however, when the guard announces that Lord Petyr Baelish is without and desires an audience with Lord Tywin. She spends the entire interview doing a kind of agonized dance to keep herself facing away from him as much as she can; Littlefinger looks perplexed, but Lord Tywin is typically enough to distract him. In the end, it's ambiguous as to whether he actually identifies her; please use discussion pages, Dear Troper, if you'd care to debate the matter with other viewers.

Baelish and Lord Tywin sit down to discuss the aftermath of Renly's murder. It is Littlefinger's opinion that the lion should ally with the rose: the Reach is the largest and most fertile of the six southron kingdoms, and House Tyrell's numbers are not inconsiderable. Lord Tywin appears amenable to the idea.

'''Beyond the Wall''', Qhorin Halfhand is staging his raid. Basically, it goes off without a hitch: the rangers strike from all sides and the wildling scouts are slain, save one, who surrenders to Jon Snow. He had her at swordpoint, but... [[WouldntHitAGirl Well, yeah]]. Her name is Ygritte, and the rangers cannot afford to take her prisoner, so they leave Jon to [[IDidWhatIHadToDo do what needs to be done]]. Jon readies Longclaw, steadies it, shifts his grip, fidgets... can't do it. Ygritte makes a break for it and Jon tears after her. By the time he has caught her again he is lost and nowhere near his brothers.

Myrcella Baratheon weeps as a royal barge ferries her out of '''King's Landing''' to a sailing ship which will transport her to Dorne. She's not the only one: Tommen is kind of sniffly too, to Joffrey's contempt, and Cersei, though her face is iron, tries to put some sort of curse on Tyrion wherein Tyrion will love someone, truly love someone, and Cersei will take that person away from him. Tyrion, who of course [[Recap/GameOfThronesS1E9Baelor has already had this happen to him]], just gives her this bemused look.

As the royal party begins the walk back up to the Red Keep, peasants stand by to yell abuse. Tyrion shrewdly senses the dangerous mood of the crowd; he commands members of the party to inconspicuously whisk Prince Tommen back to the safety of the Keep. Only moments later, one of the assembled peasants flings cow poop at Joffrey. It's kind of amusing just how quickly the swords come out. Joffrey starts screaming that he wants the man who threw it, and then that he wants everybody--"Kill them! KillEmAll!!!"--and suddenly we have a full-fledged riot on our hands. Gold cloaks and crimson-clad Lannister guardsmen wade in with swords, the Kingsguard sneaking Tyrion and Cersei away, and the Hound grabs Joffrey in one arm and starts striding away. "I want them executed!" Joffrey exclaims. "They want the same for you!" the Hound replies. The High Septon is left behind and gets, quite literally, torn apart.

[[OhCrap "Where's Sansa?" Tyrion asks.]]

Once in the safety of the Red Keep, Joffrey starts storming around screaming about traitors and treason and wanting heads. Tyrion delivers an ''epic'' TheReasonYouSuckSpeech, not to mention [[CrowningMomentOfAwesome a full-armed slap]], doing what little he can to disabuse Joffrey of the notion that being king makes him invincible. Sadly, it doesn't really take, and Tyrion stalks off, trying to find out if anyone knows what became of the Stark girl.

Sansa's... In a bit of trouble. She's been cornered by four men, and [[AttemptedRape you can guess what they have on their minds]]. They're holding her legs open and one of them's pulling his pants down when, suddenly, there's a NeckLift and his entrails come popping out. [[BigDamnHeroes It's the Hound]], who takes her to safety. Tyrion thanks him, but he brushes it off: "I didn't do it for you."

Half a word away and in rather less danger of rapine, Daenerys Stormborn stalks the courtyard of the Spice King of '''Qarth'''. He's the same guy who almost succeeded in turning her away at the gates two episodes ago, and things go about as well as they did then: Dany's {{Badass Boast}}s are easily deflected by the Spice King's PolitenessJudo and PassiveAggressiveKombat, with an added dose of TheReasonYouSuckSpeech. Helping her is a poor gamble, as she has no army, no friends in Westeros, and absolutely no return-on-investment. While she claims to have dragons, for good or ill she's been extremely secretive of them; no one in Qarth has actually seen one yet. He's rather smug about it, but the JerkassHasAPoint.

And then '''Back to Harrenhal''' as Arya cleans up Lord Tywin's solar, and she finds a piece of parchment with orders concerning Robb Stark written on them. Lord Tywin, happening by, asks who taught her to read, and she has to invent a stonemason's lineage to get by. Tywin talks about how he taught Jaime to read, despite his son's dyslexia--they would work at it for hours until he got it right. "He hated me for it, for a time. For a long time." He also talks of his own father, whom Tywin describes as loving, but weak: "He almost destroyed our house and name. [[RedOniBlueOni I'm cold]]." As he ruminates, Arya snags the parchment. Unfortunately, the first person she runs into is Ser Amory Lorch. She gambles on his illiteracy, but as it turns out he can read enough to know it's a piece of parchment she oughtn't have. Arya gives him the slip and then rushes straight for Jaqen H'ghar.

Ser Amory Lorch barges into Lord Tywin's solar. Lord Tywin looks up. Lorch goes over on his face, dead with a dart in his neck.

Robb Stark moves among his men in '''the Riverlands''', looking after them in general; but his eyes are drawn to Lady Talisa. They are in the process of flirting it up when Catelyn finally arrives, Brienne in tow. She's reminding him of his betrothal to Lady [Somebody] Frey when Roose Bolton trots up with a message--one we last saw being tossed out the window by Maester Luwin at Winterfell...

'''Somewhere beyond the Wall''', Jon Snow is well and truly lost. Like any typical man he refuses to stop and ask for directions--though, when the only person to ask directions ''of'' is Ygritte, a wildling raider and his sworn enemy, that hesitation turns out to be a little more forgivable. Eventually he stops them on the spot and declares they will make camp there. Of course, they have no supplies, and it's time to do the [[IntimateHealing share-body-warmth]] thing. [[ButIWouldReallyEnjoyIt Ygritte starts wiggling to get comfortable.]] Jon's vows hold, but his temper doesn't, and Ygritte falls asleep with a bit of smug smile on her face.

Back at ''Robb's camp''', the King-in-the-North is not pleased with the contents of the message Maester Luwin got off, and even less with the updates Roose Bolton has received from Barrowton and the Dreadfort, which include Ser Rodrik's death. Robb is all for abandoning the war against the Lannisters and striking north at once, but Bolton convinces him to deputize Bolton's bastard son (name not given here, but in the books it's Ramsay Snow), who can mobilize enough men to retake Winterfell on his own. Robb consents.

Shae tends to the head wound Sansa took in the riot in '''King's Landing''', and Sansa unburdens herself--the mob hated me, why?; I don't understand any of this; I hate the Lannisters--to her confidant. It seems this OddFriendship is actually taking off, as Shae is coming to care for Sansa despite her own efforts.

At '''Winterfell''', Osha again petitions Theon for a chance to serve under him. She unlaces her dress to make it precisely clear what she means. After a SexyDiscretionShot (in which, actually, the previous paragraph happened), Osha creeps past a sleeping Theon and goes to visit a guard at the Hunter's Gate. She tells him that Theon ordered her to visit all the guards and, you know, keep them warm. They smooch until she slits his throat, at which point Rickon, Bran, Hodor, Summer and Shaggydog emerge from the darkness. The small party slips out into the night.

And finally in '''Qarth''', Daenerys is pedeconferencing with Daxos, possibly on their return from the Spice King's manse. Evidently, no one is interested in supporting her, except for one guy who will sell her a ship if she sells him her body. Daxos spouts some "IDidWhatIHadToDo" philosophy, but all those thoughts fly from Dany's head when she returns to the dwelling Daxos assigned her and finds half her ''khalasar'' slaughtered on the floor.

Daenerys runs up to her room. The dragons are gone.

----
!!Tropes:

* AdaptationalAttractiveness: Ygritte is described as having "a pug nose, and crooked white teeth". Rose Leslie can hardly be described that way.
** Likewise Osha's naked body is muscled and scarred, unlike Music/NataliaTena's soft curves.
* AdaptationDistillation:
** With Tywin at Harrenhal, Arya would look pretty stupid using up her second death on a [[ThreeWishes childish whim]]. So instead Amory Lorch catches her stealing an order for a Lannister army, forcing her to use it on him.
*** In fairness to book!Arya, she did berate herself for holding the IdiotBall once she realized she had done so.
** Osha is given Kyra's role as Theon's mistress. Unlike Kyra, it's part of a ploy to help Bran and Rickon escape.
** Rodrik Cassel is executed by Theon instead of dying further along as he did in the book. In the manner of his death he [[CompositeCharacter takes the place of two characters from the book]], Mikken the smith who is murdered for publically defying and badmouthing Theon when he first took the castle and Farlen the houndmaster, who Theon is forced to personally execute only to completely botch it.
* AdaptationExpansion:
** We get a scene at Harrenhal showing Littlefinger and Tywin discussing plans to convince the Tyrells to help the Lannisters in the war.
** Dany's dragons are stolen--a good idea, given how she doesn't have much else to do this season.
** Osha just gets a huge one in general, being now solely responsible for getting Bran, Rickon and Hodor out safely, where in the books she had the help of Meera and Jojen.
* AdaptationInducedPlotHole: In the books Summer and Shaggydog are locked inside the godswood because Shaggydog attacks Little Walder so when the ironborn come, the wolves can't protect Bran and Rickon. In the episode there's no explanation why Summer and Shaggydog are not present. (Little Walder is one of two relatives of the Late Lord Frey, who have come to be fostered at Winterfell. The other, helpfully, is called Big Walder.)
* {{Angrish}}: Tywin gets (by his standards) very close to this when he finds out that Lorch's near-illiteracy caused him to send Tywin's instructions to the enemy and endangered Jaime's life as a result. While it would be a mild case by most people's standards, his composure is badly shaken and it shows in his speech.
--> '''Tywin:''' To whom does House Dormond owe allegiance?
--> '''Lorch:''' M-my lord, I--
--> '''Tywin:''' TO THE ''STARKS OF WINTERFELL!'' WHO HAVE ''TWENTY THOUSAND MEN '''AND MY SON!''''' I judged you might be good for something more than ''brutalizing peasants.'' I see I overestimated you. If you ever endanger my son's life again, I'll...
-->''*{{beat}}*''
--> '''Tywin:''' ''Leave us!''
* ArmorPiercingQuestion: "Theon... did you hate us the whole time?" The most heartbreaking part is the delivery: Bran isn't angry or judgmental; he just wants to know more about this man who was once like a brother to him. Theon, [[MyGodWhatHaveIDone of course]], doesn't answer.
* ArrangedMarriage: Myrcella is shown being rowed out to the boat that will take her to Dorne for marriage and safety.
* AttemptedRape: Four rioters try this on Sansa before the Hound puts a stop to it. And three of them get killed for it.
* CallBack:
** The opening scene starts out with similar dialogue to a first season scene in which Theon got Bran out of bed, except while the first time, Theon was designating himself Robb's representative, this time he is invading Winterfell as an enemy.
** Joffrey [[KillThemAll ordering the rioting peasants killed]] sounds identical to his ordering Ned's men killed upon Ned's attempted coup.
* DeathByAdaptation: Poor Irri. Who is left to say "It is known"?
* DeathGlare: Cersei says that she hopes Tyrion loves someone deeply, and then has that person taken away from them. Seeing as [[IfOnlyYouKnew that's already happened]], Tyrion just gives her a cold look and walks away.
* DefiantToTheEnd: Ser Rodrick goes down proverbially (and literally) spitting on Theon Greyjoy.
* DeletedScene: [[spoiler:Doreah is shown to be involved in the theft of Dany's dragons, when she garrotes Irri to death while discussing the delights of EroticAsphyxiation.]]
* DistractedByTheSexy:
** A key part of Osha's plan to get the Stark kids out of Winterfell.
** Jon Snow has a hard time falling asleep with a captive Ygritte grinding against him.
* DoubleMeaning: After a discussion about how his father was a kind and loving man who nearly destroyed his family's legacy, Tywin Lannister states, "I'm cold". After a beat of palpable silence, Arya responds to the less personal interpretation of that statement that more wood is needed for the fire.
** Joffrey doesn't care that Sansa has disappeared into the riot. Tyrion points out that if she dies, Joffrey's 'uncle' Jaime also will die. "You owe him a lot you know." Although it's likely a reference to his slaying the Mad King, it may well be a reference to Jaime being Joffrey's real father.
* EmpathicEnvironment: The rain turns from a drizzle to a downpour after Theon cuts off Ser Rodrik's head.
* FaceDeathWithDignity: Rodrik is totally calm, and tells the sobbing Bran that he's off to see his father.
* GoryDiscretionShot
** Usually this show is quite blatant about the {{Gorn}}, so it says a lot about how messy and horrible Ser Rodrik's beheading must have been since the only thing we see is Theon repeatedly hacking at his neck before kicking it away.
** Played with in the riot scene. The High Septon is pulled down, disappearing among the crowd. You hear screams and tearing sounds, and then you see one of the rioters emerge with his arm. Similarly, you see a man's innards fall to the ground from behind him, obscuring the actual injury, but revealing the effect of the injury.
* HeroesWantRedheads: Ygritte for Jon Snow.
* IDontLikeTheSoundOfThatPlace: Ramsay Bolton's keep is called 'The Dreadfort'. Presumably it's not the kind of place one goes on a lovely summer holiday.
* IntimateHealing: Jon and Ygritte do the "share body warmth" version while trapped in the icy waste with no cover.
* JustInTime:
** Maester Luwin manages to launch a raven with word of the attack on Winterfell a split second before Theon's troops break into the rookery.
** The Hound saving Sansa from rapists in King's Landing.
** Jaqen killing Amory Lorch seconds after Arya tells him that Lorch will reveal incriminating information about her to Tywin. This is done so abruptly it comes off as semi-comical.
* KnightInSourArmor: Halfhand, judging from his speech to Jon Snow.
* MoodWhiplash: The surprisingly lighthearted scene where Theon gently asks Bran to yield Winterfell is followed by Theon brutally - and incompetently - executing Ser Rodrik.
* MoralityPet: Arya might be one for both Jaqen and Tywin, who clearly find her amusing.
* MyMasterRightOrWrong: Maester Luwin is bound to serve the Lord of Winterfell (regardless of whom that person might be). That said, he tries to ensure the safety of the Stark boys and the castle's residents.
* MythologyGag: In the books, House Stark trace their lineage back to a semi-mythical king named Brandon the Builder: it was he who raised the Wall; who positioned Winterfell over hot springs, so that warm water races through its walls like blood through veins; who built Storm's End, with stones so cunningly joined that there are no snags or pinnaces for the gales off Shipbreaker Bay to tear at. InUniverse, this is presumably where Arya got the idea of claiming her father was a stonemason.
* NeckLift: The Hound does this to one of Sansa's would-be rapists, and then eviscerates him while still holding him in the air.
* NeverLearnedToRead:
** Amory Lorch's reading isn't very good, and he sends crucial information to a Stark bannerman as a result. Tywin is not pleased.
** Inverted in the case of Arya, who can read, and has to think of a good explanation for how a "peasant" is more literate than Lorch.
* NiceToTheWaiter:
** Tywin is quite friendly and even indulgent with Arya, while he treats nearly everyone else with utter contempt.
** Littlefinger likewise brushes off Arya spilling wine on him, though that could be due to his possibly having recognized her.
* OffWithHisHead: How Theon executes Ser Rodrik. In contrast to the way this trope is usually played, Theon isn't able to take his head off in one swing, and hacks at it furiously before eventually kicking it loose. This contrasts with Ned Stark's sure hand demonstrated in the very first episode.
** Which is understandable as Theon isn't using an executioner's sword or even a normal two-handed one. His sword is designed for fighting, not beheading. Presumably, he has also never executed anyone before.
** As someone pointed out in Fridge Brilliance, Theon literally doesn't have the right tools for the job.
* OverTheShoulderCarry: How the Hound takes Sansa back to the Red Keep.
* PetTheDog: While he made sure to negate his rescue of Sansa in the next episode by claiming he only did so because he loves killing, Sandor helping her up and saying "You're all right, little bird." is never excused.
* SceneryPorn: Jon chasing Ygritte really shows off why the storyline's team moved to Iceland.
* StepfordSmiler: Lady Stark has a rather forced smile when she sees her son talking with some foreign floozy.
* SurroundedByIdiots: Seems to have become almost a RunningGag with Tywin, whose subordinates have escalated from being merely useless to him to actively helping the Starks with their incompetence. Lorch is lucky to walk away with his head still on his shoulders after sending important information intended for their allies to a Stark bannerman because of his inability to read the names accurately.
* TheReasonYouSuckSpeech:
** Tyrion gives Joffrey a very vitriol filled and well deserved one during the street riots, basically telling him that being King doesn't mean he can just do what he wants, [[CrowningMomentOfAwesome punctuated by him slapping Joffrey across the face.]] [[Recap/GameOfThronesS1E2TheKingsroad Again.]]
** Rodrick gives one to Theon, including [[SpitefulSpit spitting in his face]], which is so vicious that Theon is forced to kill him to maintain his men's respect.
* TravellingAtTheSpeedOfPlot: Baelish... from the camp close to Storm's End to Harrenhal in just one episode.
* ShapedLikeItself: Robb is rather flustered when his mother catches him talking to the Lady Talisa.
-->"She's been helping with the wounded, she's been very...helpful."
* ShowSomeLeg: Osha screws Theon until he falls asleep so that she can sneak Bran and Rickon out of Winterfell.
* VillainousRescue: Sandor Clegane saves Sansa from rapists during the riot. Subverted by the fact that he saved her because of his care for her not because of sadism.
* [[WouldntHitAGirl Wouldn't Behead A Girl]]: Why Jon Snow can't bring himself to execute Ygritte.

----