We start where the last season left off - '''north of the wall''', Sam and a ton load of zombies. Or at least one zombie, who does its best to finish off Sam before a now ''huge'' Ghost steps in to savage it. And then Jeor Mormont sets it on fire. Yes, Mormont's still alive, and so are at least a few of the Night's Watch. And they're all very disappointed in Sam, since he failed to send the ravens for help.

After the opening credits, we follow Jon Snow into '''the Wildling camp''', where he gets stones thrown at him by small children and also gets to see his very first (and extremely well rendered) giant, before being taken to see Mance Rayder, the King beyond the Wall. After a case of mistaken identity, Mance flat out asks Jon why he wants to join the Wildlings, and scoffs when Jon claims he wants to be free. "I think you want to be a hero," he retorts, and demands the real reason. Jon reveals what he saw Craster doing to his new born son all the way back last season - and what took the baby. [[BrokenPedestal And what Mormont's reaction was.]] "Thousands of years ago, the First Men battled the White Walkers and defeated them. I want to fight for the side that fights for the ''living''." This seems to be good enough for Mance - for now, at least.

We move quickly to '''King's Landing''', where Bronn is doing the nasty with a prostitute. Or trying to, anyway, since Tyrion's squire Podrick summons him to their employer's sick room, where Tyrion is at present entertaining Cersei. Reluctantly. ''Very'' reluctantly. He probably wouldn't have let her in at all if he didn't have the axe to hand. "They said you lost your nose, but it's not as gruesome as all that," Cersei jibes, but she's not here to insult Tyrion. (Much.) She wants to know what he's going to say about her and Joffrey when he meets with Lord Tywin - which is actually a very sensible thing to be worried about, considering Tyrion's sitting on the knowledge of a whole lot of stupid and idiotic things that mother and son have done in the past.

Still, Tyrion plays dumb and (after a light interlude with Bronn in which the subject of pay is much discussed) we find out that he wasn't planning to blab to their father about the utter failures that Cersei and Joffrey are. Although the Lannister patriarch might have refused to believe him anyway; as you'll see, Tywin -- rather frustratingly -- has something of a blind spot when it comes to his children. Tyrion wants Casterly Rock, which should be his by rights, Jaime being a member of the Kingsguard and unable to inherit property or titles (as well as currently being captive/missing/who knows where) and Cersei, [[HeirClubForMen having a vagina as she does, inherits after all her brothers]].

What follows is rather distressing, and taken almost word for word from the book. Suffice it to say that Tywin hates Tyrion, highly resents the fact that his family's sigil is dishonored by a waddling dwarf - did we mention that Tyrion's mother died giving birth to him? We did? Well, we'll mention it again; Tywin certainly seems to have fixated on it. And he threatens to hang the next whore he finds in Tyrion's bed.

[[SarcasmMode What a great fath]]--no, no, even the sarcasm doesn't make it better.

Meanwhile, down at the docks, Sansa is trying to amuse herself by making romantic guesses at the destinations of the ships out on the ocean. Shae isn't really interested in the game, and is saved from further imagination when along comes Petyr Baelish to talk to Sansa. While he takes her aside and assures her he's looking for a way out for her - as well as letting slip that Arya's alive, although lying that he knows where she is - Ros, now his right hand woman (and Varys's spy - remember last season's finale?) comments to Shae on how they've both come up in the world. Shae's reaction is rather 'Yeah? Your point?'ish, but she softens when Ros tells her to watch out for Sansa. "Watch out for her with ''him''," Ros adds, knowing very well by now what sort of man Littlefinger is. Brrrrr.

We cut to - Davos, who somehow managed to survive that palaver in the Battle of Blackwater and finds himself on a rock in '''Blackwater Bay'''. he is picked up by a passing ship that just so happens to to captained by his old friend, Salladhor Saan. Saan commiserates with Davos over the loss of Matthos, his son, but Davos isn't going to take this quietly. He manages to convince Saan to take him to Dragonstone, although the pirate doesn't think that's a ''great'' idea. Melisandre appears to have moved from burning wooden statues to flesh and blood people - Stannis's enemies are being burned alive.

Still, this knowledge doesn't put Davos off from pulling a knife on her when she taunts him upon his return. This forces Stannis, who's clearly glad to see Davos alive but isn't really capable of showing it, to have him arrested.

Robb and his forces march upon '''Harrenhal''', which is looking even worse than when we last saw it. That probably has something to do with the dead Northmen littered all over the place, courtesy of Gregor Clegane. Robb, who clearly still hasn't forgiven Catelyn for the whole 'Freeing the Kingslayer' stunt, is quick to find another cell for her. Lord Karstark is also resentful, but Roose Bolton assures him that the Kingslayer won't be free for long - he's sent someone after him. Ominous.

Still, in the midst of death there is life, and Robb and Talisa happen upon one still living person amidst the massacre - a maester called Qyburn, who knows he should be happy to be alive but just can't manage it. Hardly surprising, really.

Joffrey, riding in his palanquin through the streets of '''King's Landing''' and on the way to the Great Sept, happens to see his betrothed Margaery Tyrell getting out of her own mode of transport. Margaery's off to meet the smallfolk, particularly to visit an orphanage. The populace are clearly warming to a future queen whose family is providing them with food, and who appears to be taking a genuine interest in them. As opposed to Cersei, who still doesn't dare go into the city without armed guards, and who's getting worried about Margaery's charitable work, and how Joffrey seems to approve of her.

Then, it's the moment you've all been waiting for... ''dragons!'' Yes, Daenerys, her three babies and Jorah are ''back'', and currently '''on route to Astapor''' to purchase a slave army to invade and conquer Westeros. While the idea is sound, the actual reality of a slave army trained from infancy to be brutal killing machines incapable of feeling pain is...rather unnerving.

Especially when the slaver touting the wares slices the nipple off one of the Unsullied, without so much as a quiver. ''Eeesh.''

After an amusing discussion between Dany and the slaver with several things lost in translation... maybe, Dany and Jorah argue about the morality of owning a slave army, when a little child, on a mission from the warlocks of Qarth, attempts to assassinate Dany. An attempt which is promptly foiled by a certain gentleman in a cloak, who quickly reveals himself to be...

...Barristan Selmy, who is also ''back,'' and ready to serve Dany in taking back the Seven Kingdoms.

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!! Tropes in this episode:

* AdaptedOut:
** So far, the fate of popular book character [[BoisterousBruiser Strong Belwas]]. WordOfGod states he won't show up in the future, either.
** Stannis's daughter Shireen and Robert's son Edric don't show up on Dragonstone. Shireen will show up later in the season, [[spoiler: but apparently Edric's storyline has somehow been merged into Gendry's.]]
* BerserkButton: Tywin is ''vigorously'' opposed to Tyrion inheriting Casterly Rock, the seat of power of the Lannister house.
** Also, Davos does does not like being reminded of his only son's death in the wildfire at Blackwater.
* BreastPlate: Cersei wears one to dinner with Joffrey and the Tyrells. Margaery says [[StealthInsult she's never seen anything like it]].
* BrotherSisterTeam: Unlike Cersei and Joffrey's barely concealed discord in "Valar Dohaeris," the Tyrell siblings are very much in sync during the dinner conversation.
* TheBusCameBack: Ser Barristan still has plenty of boldness in him.
* CanonForeigner: There's no Ser Jaremy Mallister in the books. Likewise, there's no little warlock assassin girl.
** Said warlock assassin girl is a RuleOfCool stand-in for the Sorrowful Man that is in that role in the books. Likely the producers thought a man who apologizes after handing over a disguised scorpion wasn't nearly as impressive as a CreepyChild who can vanish and reappear like magic.
* CliffhangerCopout: That massive army of White Walkers and wights from the end of last season apparently just wandered off by the time this one starts. Or, at the very least, we [[BattleDiscretionShot don't see the battle]] -- we only hear the sounds of battle for a few moments at the start of the episode, and when we see the men of the Night's Watch there are less than last season and the survivors are all bloodied.
* CompositeCharacter:
** The little warlock assassin girl takes the place of a member of the Sorrowful Men hired by the surviving warlocks.
** Rast takes over for both Chett (Maester Aemon's former steward, who's pissed at Sam for taking his cushy job) and Small Paul (a [[GentleGiant very large]] and slow-witted steward who carries Sam when he falls during the retreat).
* ContinuityNod: In the opening credits the clockwork model of Winterfell is shown as a burnt-out ruin, like Harrenhall.
* ConvenientlyTimedAttackFromBehind: Ghost and then the Old Bear saving Sam's life.
* CreepyChild[=/=]DeliberatelyCuteChild: The Warlocks of Qarth send a little girl who hisses like a snake - and has blue lips like them - to kill Dany.
* DoomedNewClothes: A variation, in which Margaery drags the hem and sash of her beautiful silk dress through the mud -- but she knows full well what she's doing, and is deliberately trying to make a point.
* GenreSavvy: Mance Rayder takes one look at Jon and decides "what (he) really want(s) is to be [[TheHero a hero]]", delivering probably the most accurate assessment of him we've yet heard. He doesn't believe Jon's IJustWantToBeFree explanation for a second, and remains unconvinced until Jon tells him something that truly surprises him (namely that Mormont was turning a blind eye to Craster's sacrifices).
* IJustWantToBeFree: Jon's first explanation for wanting to join the Wildlings.
* InTheHood: Barristan Selmy
* KickTheDog: Tywin Lannister gets his moment when Tyrion asks for the right to Casterly Rock[[note]]Tyrion is completely in the right, by the way - due to Cersei being a woman and Jaime a brother of the Kingsguard, Tyrion ''is'' Tywin's heir[[/note]].
** Melisandre practically drop-punts poor Davos, basically telling him that it's his fault his son is dead because he told Stannis not to take Melisandre to battle--she claims that she could have stopped the wildfire and saved Matthos. What makes this worse is that she probably set the whole thing up as a BatmanGambit to make Stannis more dependent on her and less trusting in Davos' counsel.
* MeaningfulLook: Margaery and Loras share one after witnessing Cersei and Joffrey's snarky exchange. The Tyrell siblings, who are ThickerThanWater and work as a BrotherSisterTeam, are surprised that mother and son have used veiled insults against each other in front of their future in-laws.
* MomentKiller: Pod cockblocks Ser Bronn, who is just about to get dirty with a prostitute.
* MythologyGag: Regarding Tyrion's scar. Cersei mentions that she'd heard he'd lost his nose, but finds it's not so gruesome after all. In the books, that's exactly what happened, but it would've been an impractical prosthetic to slap on Peter Dinklage for every scene.
* NotEvenBotheringWithTheAccent: Aidan Gillen seems to have dropped the effort at an English accent that he made in earlier episodes; Littlefinger now speaks with his natural Irish accent.
* OhCrap: The expression on Jorah's face when Ser Barristan asks to join Danys. Given that the king's bodyguard sees and hears everything that the king does (even more in the books where the Lord Commander of the Kingsguard sits on the Small Council) then Barristan might well know about Jorah working as a spy for Varys.
* PassiveAggressiveKombat: Margaery and Cersei at dinner with Joffrey and Loras, and [[StealthInsult stealth-insulting]] each other all the while.
* PetTheDog: Margaery seems a professional at this. Daenerys attempts to enact this trope in Astapor, but it turns out the "child" she was trying to be friendly to was a tiny assassin specifically sent to attract her attention.
* PhotoOpWithTheDog: Margaery visiting orphans in the slums of Kings Landing and bringing them food and gifts.
* PragmaticAdaptation:
** In the books, Barristan Selmy goes by the alias Arstan Whitebeard, and the reader doesn't learn his identity for quite a while. Here he makes no attempt to hide it, since we'd recognize the actor anyway.
** Also, Tyrion doesn't lose his nose and simply gets a rather nasty scar, either so Dinklage didn't have to put up with prosthetics or they didn't have to edit the offending nose out post-production, whichever is closer to the truth.
** Robb doesn't have a heart-to-heart with Catelyn and doesn't insist on her being treated gently, making his actions toward her seem like a giant KickTheDog moment compared to the books, where he forgave her setting Jaime free to essentially force her to forgive him breaking the Frey marriage pact at the same time, as the order of events and where they took place was different in the show. Of course, in the books, forgiving Catelyn also doubles as a maneuver to justify why he also broke his oath to House Frey and married Jeyne Westerling
** In the books, wealthy slaveowners in Ghiscari city-states tease and oil their hair into fantastic shapes and wear the tokar, which from its description in the books is vaguely similar to a Roman toga and needs to be constantly held in place with the left hand. When Kraznys mo Nakloz appears he's both bald and wearing something much less outlandish. Also, part of the weird and confusing Ghiscari naming customs seems to have been dropped as Krazys' family name is not mentioned at all.
** There's no mention of Mance having been in disguise as the bard at Winterfell during the king's visit, so Jon doesn't bring up having been seated away from everyone else at that feast due to his bastard status when telling Mance why he wants to join the wildlings. Instead he tells him about Mormont's willingness to overlook Craster's sacrifices to the White Walkers, which is arguably a better excuse.
* ProperlyParanoid: Tyrion sees Cersei outside the door with two Kingsguard bodyguards, insists they wait outside, locks the door behind his sister and keeps a large battleaxe handy.
* TheReasonYouSuckSpeech
* RelativeButton: Melisandre brings up Davos' son, who died at the Blackwater as well as the circumstances of his death, and intimates that it wouldn't have happened had Davos not kept her from being present at the battle. This (intentionally or not) goads Davos into trying to kill her.
* ReverseArmFold: This is Loras' stance when he greets Cersei and Joffrey.
* {{Robinsonade}}: Davos Seaworth, briefly.
* RuleOfSymbolism / TableSpace: At the dinner table, the Tyrell siblings are seated next to each other, while Cersei and Joffrey are positioned at the opposite ends. (To maintain symmetry, Margaery and Loras would normally have been placed across from each other.) Guess which family gets along harmoniously and which one is dysfunctional.
* SoleSurvivor: Of the Northern and Riverlands men Gregor Clegane slaughtered, only one survived: a lone guy in Maester robes named Qyburn.
* SpoiledSweet: Margaery does a lot of charity work in Highgarden and in King's Landing (such as giving toys to orphans, and offering money to feed, clothe and shelter them).
* StabTheScorpion: An almost literal example with Barristan's introduction, wherein he initially appears to be an assassin trying to kill Dany, but actually is there to save her life from the real assassin. He does so by stabbing the assassin's "manticore", which looks a lot like a green scorpion with the pattern of a human face on the back of its tail.
* StealthInsult:
** Margaery subtly criticizes Cersei's fashion sense.
---> '''Margaery''': Loras, isn't the Queen's gown magnificent? The fabric, the embroidery, the ''metalwork''. I've never seen anything like it!
** Loras then (politely) rubs it into Cersei's face that he thinks ''very'' poorly of her as Queen due to her neglect/mistreatment of the smallfolk.
---> '''Loras''': ''[smiling directly at Cersei]'' Margaery does a great deal of work with the poor back in Highgarden.
* StepfordSmiler: Loras' misery betrays itself subtly. Towards the end of the dinner scene, he is no longer paying attention to the conversation and looks forlornly into the distance.
* {{Stripperiffic}}: Cersei snarks over Margaery's clinging robes, no doubt worried that it's gaining too much of her son's attention.
* TactfulTranslation: Missandei supplies these for her master, Kraznys, in his dealings with Dany, wherein she translates around his constant crude insults of Dany. Though Missandei is clearly an unnecessary translator, since Daenerys visibly reacts to some of the insults Kraznys speaks.
* TestosteronePoisoning: Bronn and the Kingsguard are about to hack each other to pieces because they're blocking him from entering the room where Tyrion is, when Cersei exits the room and unconsciously defuses the situation.
* UndyingLoyalty: When the sailors who find him stranded ask which king he served, with the strong implication that the wrong answer will get him killed, Davos after only a moment of doubt proudly proclaims to serve "the true king" Stannis Baratheon. Fortunately it's the right answer.
* VomitIndiscretionShot: The Dothraki do ''not'' like the sea.
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