We're back '''beyond the Wall''', where Jon takes a walk with Mance Rayder, who is trying to explain the difficulties in uniting the diverse and chaotic Wildling band. Jon is also introduced to Orell, a warg or "skinchanger" - one who is literally able to [[GrandTheftMe slip his consciousness into that of another being]], preferably an animal. Orell reports many "dead Crows" on the Fist of the First Men. Cut to Samwell Tarly, still with the Night's Watch - which has been decimated to about fifty people. Sam is pretty close to giving up and just lays down on the cold ground, but Lord Commander Mormont isn't having any of it and orders him ''[[TryNotToDie not to die]]''.

Moving on to '''the North''', where Bran, Rickon, Osha and Hodor are making their way towards the Wall. Bran has another dream of the Three-Eyed Crow, but this time also sees a mysterious young boy talking to him during the dream. As disturbed as Osha is by it, she lets it slip. That is, up until the moment the boy from the dream ''actually'' shows up, together with [[ActionGirl his sister]] - they're Jojen and Meera Reed, the children of Lord Eddard's bannerman and friend Lord Howland Reed. And they're here to protect and guide Bran, whatever that entails. Jojen makes an ominous promise..

->'''Jojen''': We've come a long way to find you, Brandon. And we have much farther to go.

On '''a different, undisclosed location in the North''', there is also Theon Greyjoy, finding himself in a dark cellar chained to a device, subjected to slow and [[{{Squick}} rather horrible torture]]. Despite confessing that he attacked Winterfell out of spite for the Starks, Theon's answers never satisfy his captors and he is left writhing in terrible pain. An unidentified boy, however, offers him a way to escape..

In '''King's Landing''', Joffrey and Cersei banter over Joff's upcoming nuptials and the kind of person his bride would be. Unfortunately for Cersei, Joffrey's not in for a talk and dismisses pretty much everything she says before leaving. Sansa in the meanwhile has a heart-to-heart with Shae, who promises to protect Sansa from any harm, even if that harm comes in the form of Littlefinger [[{{Lolicon}} looking at her the wrong way]]. Sansa scoffs that Littlefinger's not in love with her, to which Shae simply retorts that it isn't ''love'' Littlefinger would want.

Loras Tyrell then shows up to escort Sansa to the gardens of the palace, where she is to meet with Margaery. In the gardens, Sansa is introduced to Margaery's willful grandmother, Olenna Tyrell. After exchanging a few courtesies, Olenna wastes no time, pressuring Sansa into telling her "the truth" about King Joffrey. Sansa initially tries to avoid answering the question, and becomes deathly afraid after she accidentally lets her resentment for Joffrey take over and lists some of the atrocities he committed. After several reassurances of her safety, Sansa drops her defenses and quietly states: "He is a monster."

->'''Olenna''': Ah. That's a pity.

Shae resurfaces in a potentially extremely dangerous place - Tyrion's personal apartments. She hears Tyrion out about his involvement with Ros, now Littlefinger's spy, and makes him accidentally confess that he is attracted to young Sansa Stark. Naturally, Shae doesn't take such a thing in stride.

Elsewhere, Margaery meets up with Joffrey to have a private discussion. Joffrey somewhat harshly questions her about [[TheBeard the nature]] of her involvement with Renly Baratheon, before declaring Renly a "degenerate" upon hearing Margaery describe Renly's sexual preferences, and [[PoliticallyIncorrectVillain openly pondering if he should make homosexuality punishable by death]]. Margaery is not easily intimidated however and proceeds to flirt with the young king, insisting on a crossbow demonstration from him and generally being delightful company. It seems that she is igniting a tiny spark in Joffrey, so her efforts aren't wasted.

In '''the Riverlands''', Robb and Catelyn receive two letters containing the eponymous "dark words" - one detailing the events at Winterfell and the disappearance / assumed death of the Stark boys, the other informing them that Catelyn's father, Lord Hoster, has died. Robb's party sets out to Riverrun to attend Lord Hoster's funeral service, leaving Roose Bolton behind to attend to Harrenhal. Lord Karstark starts expressing serious doubts about the possibility of a victory, calling the journey to Riverrun a "distraction" and telling Robb he lost the war the moment he married Talisa.

Along the way, Talisa tries approaching a [[TheEeyore very embittered and grieving Catelyn]], who begins speaking of a time long ago - when Jon Snow had the pox and she was so angry at herself for a brief moment in which she hoped he'd perish, she then prayed that if he lived, she'd treat him like her own and love him. But she couldn't love the product of her husband's infidelity, and in her current bitterness proclaims that [[ItsAllMyFault her inability to keep this promise is the cause of all the bad things happening to House Stark]].

'''Elsewhere in the Riverlands''', Arya, Gendry and Hot Pie are also heading for Riverrun, though they have trouble finding it. [[AudienceSurrogate Gendry]] laments Arya's choices of victims in last season's [[BalancingDeathsBooks contract]] she had with Jaqen H'ghar. After a while, they are discovered by a band of travelling mercenaries called the "Brotherhood Without Banners", led by [[LargeHam a flamboyant red priest]] named Thoros of Myr. Arya's threats against the men turn out ineffective, but Myr promises them that if they come with them to the local tavern and answer their questions, they'll be free to go afterwards. In the tavern, Arya briefly tries swordfighting with Thoros, but he easily knocks the sword out of her hand. Not a minute later, a large captive is hauled in - it's Sandor Clegane.. ''and he recognizes Arya'', identifying her to the Brotherhood as "a Stark bitch". Whoops..

Lastly, Brienne and Jaime are still making their way through '''the Crownlands''' [[LikeAnOldMarriedCouple while bickering all along the way]]. Jaime continues insulting Brienne, but she only takes offense once he implies she served Stannis. Once she begins talking about her service to Renly, Jaime immediately (correctly) guesses Brienne "fancied" her king, and they discuss Renly's sexuality, apparently the "[[TransparentCloset worst kept secret at court]]". However, Jaime is sympathetic towards both Brienne and Renly's feelings, saying "We can't choose who we love" (which [[BrotherSisterIncest he knows better than anyone]]). After a while, the duo come across a peasant. Jaime suggests killing him just to make sure he won't rat them out, and Brienne considers it but decides not to. They reach a bridge - while on it, Jaime performs sort of a half-assed WoundedGazelleGambit and grabs Brienne's spare sword, engaging her in a fight. Not before long though, a group of riders arrives - it's the "hunters" Roose Bolton sent last episode, and they came onto Brienne and Jaime through a tip of the aforementioned peasant. OhCrap, indeed.

!! Tropes in this episode:
* AbsoluteCleavage: Cersei mocks Margaery's tendency towards it, saying a single fabric sample should provide enough material for her wedding dress.
* ActionGirl: Both Osha and Meera fit the bill, though they don't have to resort to actual violence.
* AdaptedOut: The Tyrells' fat jester Butterbumps is not on hand to mask Olenna's conversation with Sansa by singing loudly.
* AgonyOfTheFeet: Theon's captors turn the screws on his foot -- probably using [[http://en.wikipedia.org/wiki/Boot_%28torture%29 the boot to crush his bones slowly and painfully]].
* AllMenArePerverts: A deadly serious version; Shae warns Sansa that men have only one reason for wanting to help pretty girls, and that since Littlefinger didn't ask Sansa to spy for him or do anything sneaky, this will be his motive. She also clarifies that Littlefinger doesn't need to be in love with Sansa to want to take advantage of her.
* AscendedFanon: The term "warging" was originally just a fan term for what wargs do, but here Bran uses it in universe.
* AudienceSurrogate: After learning about Arya's deal with Jaqen, [[WastefulWishing Gendry has the same problems as the audience about how badly she handled it]].
* AutomatonHorses: Apparently Olenna's late husband was looking at the sky and so didn't notice his horse wandering off a cliff. Either this trope, or the horse deliberately committed suicide.
* BeCarefulWhatYouWishFor: Catelyn prayed for the gods to take away Ned's bastard son. He fell ill and wasn't expected to live. Guiltridden, she then prayed for him to live, promising she'd love him like her own sons. Jon survived but Catelyn was unable to stick to her side of the bargain.
* BodyHorror: Theon's crushed foot and denailed - possibly flayed - finger.
* BrutalHonesty: Dolorous Edd doesn't mince any words when Sam accuses him and Grenn of abandoning him to the White Walkers.
-->'''Edd''': Aye, we left ya. You're fat, and you're slow, and we didn't want to die.
** And Lord Karstark's conversation with Robb
* CallBack: Bran has a dream reliving his first scene in the series, with the three-eyed raven added.
** Tyrion tells Shae "We've come to a dangerous place," just like Ned told Arya.
** Sansa has to remind Loras of their first meeting when he gave her a red rose at the Tourney of the Hand. The audience knows that the reason why Loras doesn't remember Sansa is because he was too busy staring at Renly at the time.
** Catelyn is making charms to protect Bran And Rickon just like she placed over Bran's bed in episode 2 when he was in a coma.
* TheCharmer: Sansa says that Renly was very gallant, and Olenna then adds "...charming and very clean. He knew how to dress and smile..." Mace Tyrell liked him.
* CanisMajor: The direwolves appear to be bigger than ever, and Bran has no fear of Rickon wandering off on his own while Summer and Shaggydog are with him.
* CheerfulChild: It's implied that a young Renly was this while he grew up in court, according to Jaime.
* ChekhovsGunman: The Riverlands man Brienne and Jaime meet early in the episode [[spoiler: recognizes Jaime and then sells him to Locke.]]
* ClingyJealousGirl: Shae's reaction to Tyrion admitting he slept with Roz, and his apparent interest in Sansa.
* ColdBloodedTorture: Didn't think you could feel sorry for Theon after what he pulled last season? Think again.
* CoolOldLady: She's only been on screen for five minutes, but indications are strong that Olenna Tyrell is one of these.
* DeathGlare:
** Brienne gives Jaime a ''very'' menacing one when he goes way overboard with the gay jokes about Renly.
** Shae when she works out how Tyrion knew Ros.
* DiggingYourselfDeeper: Tyrion describes Sansa as a "great beauty", before going on at length to describe how she is attractive to people in general, and not to himself.
* DirtyOldMan: Sansa thinks that Littlefinger is too old to be interested in her. Shae dryly comments that men never think they're too old.
* DudeLooksLikeALady: Jaime describes Loras as a curly-haired little girl.
* EatingTheEyeCandy: Sansa stares longingly at Loras' backside as he walks away, and Margaery even has to gently snap the girl out of her reverie.
* {{Fingore}}: And that's only the beginning for poor Theon.
* {{Foreshadowing}}:
** Joffrey becomes furious at his tailor for suggesting a fabric with a floral pattern because he considers flowers to be effeminate. Later in the episode, Joffrey informs Margaery that he's considering making homosexuality a capital crime. Since he is aware that Renly was gay, he surely knows that Loras (a.k.a. the Knight of Flowers) is, too. This is confirmed in Season 4's "The Lion and the Rose," where Joffrey publicly humiliates Loras and his relationship with Renly in the ''worst way possible'' in front of ''several hundred guests''. This is as sadistic as Joffrey can get without chopping Loras' head off for his homosexuality.
** When Brienne and Jaime are beginning to cross the bridge, a whistle can be heard mimicking the melody of a bird; at first, mixed with the ambient sounds of the wind and the river, neither the characters nor the viewers are supposed to think much about it, but once the Bolton men appear is almost certain [[NobodyHereButUsBirds the whistling was a signal]].
* {{Gaydar}}: Jaime claims to have known that Renly was a "tulip" from the moment the boy first arrived at court.
* [[GirlsWithGuns Girls with Crossbows]]: Joffrey [[FetishFuel clearly likes the idea]].
* GreenEyedMonster: Shae isn't happy to hear that Tyrion was a client of Roz, and also finds Sansa attractive.
* [[GunPorn Crossbow Porn]]: There's only one crossbow rather than a roomful, but Joffrey is clearly ''very'' fond of it, and [[DescriptionPorn describes it lovingly]] in the same tone a modern character might describe a BFG.
* HandsOnApproach: [[InvertedTrope Inverted]] in Joffrey showing Margaery how to use his crossbow. He's demonstrating, but ''she's'' the one seducing ''him''.
* HeKnowsTooMuch: When Jaime and Brienne come across a peasant, he suggests to kill the man because he will recognize a Lannister, but she refuses to ShootTheDog.
* ImprobableAimingSkills:
** Anguy the Archer. He looses an arrow straight up into the air and predicts exactly where it will fall (that spot being where Hot Pie was standing seconds before).
** Joffrey proves himself to be a very good shot with his crossbow, putting a bolt through the eyes of a boar's head while firing from the hip ([[InterplayOfSexAndViolence or more accurately, firing from the crotch]]). A reversal from the book, where his utter lack of skill is a RunningGag.
* IncompatibleOrientation:
** Sansa has a crush on Loras, and she's ignorant of the fact that he's gay.
** Brienne also had feelings for the gay Renly, but even if he was straight, it's very unlikely he would have been interested in her.
* TheIngenue: However savvy Sansa's gotten about keeping her mouth shut, she's still woefully naive about Littlefinger's likely motives for helping her, and dismisses Shae's concern because Littlefinger's not "in love" with her. See AllMenArePerverts for how Shae enlightens her.
* InterplayOfSexAndViolence: Joffrey's scene with the crossbow is loaded with erotic undertones. Margaery picks up on them and plays him like a harp.
-->'''Margaery''': I imagine it must be so exciting to squeeze your finger here... and watch something die over there.
* InterrogatedForNothing: Theon's captors soon make it clear that they don't care what answers he gives them; they are just torturing him for their own amusement.
* ItsAllMyFault: Catelyn feels this way about what's happened to her family; she believes it's the gods' punishment for her breaking her promise to them to love Jon Snow.
* KickTheDog:
** Rast is up to his old tricks with Sam, and this time even convinces him to lie down and die before Commander Mormont makes him personally responsible for Sam's safety.
** Joffrey is also engaging in petty insults and taunts against Cersei. They're not particularly cruel (especially by Joffrey's standards), but they are needlessly spiteful.
* LadyLooksLikeADude: Jaime thinks Brienne is far too masculine-looking for a woman.
* LockedOutOfTheLoop: Arya's plan is to go to Riverrun so her grandfather will protect her, not knowing about his death.
* MamaBear: Shae is growing ever more protective of Sansa, as is Osha for Bran and Rickon.
* ManlyTears: Jojen mentions that the only time he ever saw his father cry was when he heard of Ned Stark's death.
* MilkyWhiteEyes: Orell when he wargs.
* MythologyGag: Ygritte asks Jon if he's ever met a warg before. In the books, Jon was a warg.
* NeverSpeakIllOfTheDead: Margaery tries to invoke this trope when Joffrey demands to know why she didn't provide an heir to Renly while they were married. It doesn't work because Joffrey considers Renly to be a traitor, and therefore isn't deserving of any respect even after death. Margaery then does her best to answer her betrothed's question without being too brusque about Renly's sexuality.
* NotSoImaginaryFriend: Jojen Reed.
* OhCrap: Arya's face when she's made.
* OpenSecret[=/=]SecretRelationship[=/=]TransparentCloset: It seems that Renly and Loras did a poor job trying to conceal their romance while they were at court because this episode reveals that Jaime, Cersei and Joffrey are aware of their sexual orientation.
* PhallicWeapon: Joffrey makes his crossbow one.
* PragmaticAdaptation: The Reeds are introduced in this episode instead of before the fall of Winterfall in the last season.
** Sandor Clegane is brought in far earlier in the story than he is in the Book. It is he who identifies Arya instead of one of the former Stark Retainers.
** The entire plot of the Brotherhood looking for Lord Beric and meeting the Mad Huntsman, the Lady of the Leaves, Lady Ravella Swann, Lord Lymond Lychester, and the Ghost of High Heart, were all eliminated from the show.
** The Boltons capture Brienne and Jamie, rather than the Brave Companions (though the Bolton captain is an expy of Vargo Hoat minus the speech impediment and the Qohorik background).
** We never got to see Hoster Tully alive, conveniently avoiding the need to pay an actor to just lie in bed and mumble incomprehensibly for most of last season.
* ReactionShot: After Joffrey informs Margaery that he plans to put all homosexuals to death, her facial expression betrays her nervousness for a split second, as she is now worried for the safety of her gay brother.
* ReverseArmFold: Loras adopts this pose as he's walking away from Sansa.
* QueerPeopleAreFunny: Jaime seems to think so; he makes numerous jokes about Renly's homosexuality.
* ScrewPolitenessImASenior: Olenna Tyrell believes in this.
* SeamlessSpontaneousLie: Margaery's story (apparently made up on the spot) about how she came to "suspect" Renly didn't like women because of one time when he got drunk and suggested "something that sounded very painful and could not possibly result in children," is almost certainly untrue. Season 2 had a rather touching scene where she confirms that she knew Renly was gay and was very accepting of it, but she sells her lie brilliantly and Joffrey falls for it.
* SelectiveObliviousness: Brienne remains in denial about Renly's homosexuality despite Jaime informing her that the rumours are true.
* ShirtlessScene: Joffrey gets one.
** Theon again for this season but this time for less... [[FanDisservice pleasurable]] reasons.
* SilkHidingSteel: Margaery hasn't actually shown her steel yet (she's managing to get by on silk alone), but her complete lack of fear when Sansa tells her Joffrey's a monster makes it pretty clear she's stronger and more confident than what her facade suggests.
* SpeakIllOfTheDead: Cersei and Joffrey have no qualms posthumously calling Renly a "degenerate."
* {{Subtext}}: Between Catelyn and Talisa as the latter approaches on a skittish horse.
-->'''Catelyn Stark:''' You're afraid of her - and she knows it.
-->'''Talisa Maegyr:''' I'm not afraid.
* SwordSparks: Brienne scrapes her blade along the stone bridge rail as Jaime ducks out of the way.
* TakeItToTheBridge: Crossing the bridge leaves one exposed to view and unable to duck into the undergrowth; Jaime exploits Brienne's impatience to get across by faking fatigue and then grabbing a sword off her when she tries to get him to his feet. Sure enough, the pair of them are trapped on the bridge by Bolton's men.
* TooDumbToLive: The late Lord Luthor Tyrell who rode his horse off a cliff because he wasn't looking where he was going.
* UndyingLoyalty: Brienne remains dedicated to King Renly even after he dies. When Jaime insults Renly's homosexuality one too many times, she becomes furious and forcefully grabs Jaime's head, looking like she wants to ''kill'' him. Brienne's vow to bring the prisoner to King's Landing alive is the ''only'' thing that prevented her from carrying out her wish.
* UnskilledButStrong: Comparatively speaking; Brienne is highly skilled by the standards of most people, but is not able to beat MemeticBadass Jaime Lannister on skill alone. He tires more quickly than she does, however, and she saves her strength until he is already panting and exhausted.
* TheVamp: Margaery experiments with various different approaches during her meeting with Joffrey, until she works out what turns him on, and how she can exploit it without being a victim like Sansa.
* VillainousCrush: Joffrey does seem to be genuinely attracted to Margaery in his own way, acting less cruel to her than he does to most, flustered, flirtatious, and quite eager to impress her.
* TheWorfEffect: Meera's skills are established by having her sneak up behind Osha.
* WorfHadTheFlu: Sandor is captured by the Brotherhood thanks to picking the wrong time to get drunk.
** Jaime would have beaten Brienne if he hadn't been encumbered by the chains and weakened by his months of captivity. It's clearer in the books, but it's still implied by the fact that Jaime dominates the fight to start off with, but quickly lapses due to a decline in fitness.
** Thoros of Myr easily knocks the sword from Arya's hand, because it's a heavier blade than she's used to for her waterdancing. However Thoros is also a BadassPreacher renowned for his skill in battle and the tourney field, so it's also TheWorfEffect to remind us that for all she's a LittleMissBadass, Arya is still a very young girl who's a beginner at sword-fighting.
* YourFavorite: Lady Olenna serves Sansa lemoncakes at her lunch, having been informed that they are Sansa's [[TrademarkFavoriteFood favorite food]].