Just '''South Of The Wall''', Jon Snow and the Wildlings continue their journey. Jon and Ygritte's conversation shifts towards the differences between Westeros armies and Wildling raiders, and she chides him by mentioning that Wildlings would never be so stupid as to warn their enemies with drums. Jon retorts that Mance's plan to "light the biggest fire the North has ever seen" is so much more subtle. Ygritte irritably says [[CatchPhrase her five favorite words]] and storms off. Jon and Orell have their own little conversation. Jon is pissed at Orell for trying to cut the line, and Orell is jealous of the non-Wildling for having Ygritte. Orell ominously warns Jon that he won't be able to keep her.

In '''The Riverlands''', the Stark party has been delayed. Catelyn worries that Walder Frey will consider this a slight, as he is "prickly". The Blackfish has a similar opinion of Frey, expressed in a more... ''soldierly'' way. Robb brushes their worries aside, pointing out that Edmure Tully is the best match that Freys have ever had. Later that night, after Robb and Talisa do what newlyweds do, The Queen Of The North reveals that she's pregnant, to Robb's joy.

Meanwhile, in '''King's Landing''', Sansa is taking her forced wedding to Tyrion about as well as you might expect - she sobs about it to Margaery, going on about how ''stupid'' she was to have ever wanted to come here, and so forth. Margaery tries to cheer her up by looking at the bright side: Sansa's children will inherit The North and even Casterly Rock. Sansa, however, is a bit hung up on having to have sex with someone who is both a Lannister and a dwarf. Said dwarf is not much happier as he bitches to Bronn about the wedding. Tyrion's main complaint is that Shae won't like this at all. Bronn's enlightened response to this boils down to ''yeah, well, fuck Shae''. Shae's just a whore, and Tyrion won't get anywhere if he's desperate to make friends.

In the '''Throne Room''', Tywin has been summoned by Joffrey. The King wants reports on the Small Council meetings, despite never showing up to them due to [[BlatantLies being very busy]]. Tywin, no doubt drawing on his long experience of not strangling Aerys II, doesn't strangle Joffrey but rather handles him politely yet sternly until Joffrey gets to the main point, Daenerys Targaryen, visibly cowed. In what must be the finest, most farsighted moment of his life, Joffrey wants to know what is being done about her. As he realizes, if the rumors are true, and if she has three dragons, then once they grow up, the "Baratheon" dynasty is fucked. Tywin completely downplays the threat as being both improbable and far off in the future. The King is rendered speechless...and so is the audience as they realize that they agree with Joffrey.

Outside '''Yunkai''', Dany questions her councilors about how to take the city. The whole thing can come down to a siege situation, and Jorah points out that this is trouble they don't need. Dany's hatred for slavery outweighs this, however, and they march. A negotiator offers Dany gold and ships to go away, but her insistance that they free all the slaves gets a "You're mad! We'd like to see you ''try''" response. The negotiator leaves, but not before making a reference to "powerful friends" that Dany wants looked into.

In '''King's Landing''', Shae is pissed over the wedding, and Tyrion is trying placate her in the traditional Lannister way. It doesn't take. Shae isn't going to let herself be bribed into becoming a high-class whore (again), and Tyrion is never going to elope with her. She storms off in a huff.

Sailing on '''The Sea''', Melisandre is talking with Gendry. She shares with him the story of how she was born into slavery, delivered into freedom by the Lord of Light. Gendry laments his low birth until she reveals to him that he has royal blood in his veins, Robert Baratheon's. Gendry is stunned.

In the '''Riverlands''', Arya is sulking. As far as she is concerned, they're all traitors, in spite of what Beric tells her about the Lord of Light. Arya has no love for that god, and declares that the [[CallBack only god]] [[CreepyChild she worships is Death]]. A messenger comes in to announce that a Lannister party has been spotted to the south. When Beric announces that the Brotherhood will attack them, Arya starts spazzing out, given that they would be moving away from Riverrun. Beric's promises that they'll get her there eventually, that they keep her safe, and that she'll understand when she's older mean less than nothing to her, and she flees into the woods, only to be captured by the Hound.

At '''Harrenhal''', Jaime has a last conversation with Brienne. He's leaving for King's Landing, Roose Bolton's leaving for Robb's wedding, and Brienne is going to be left all alone with Locke. Jaime mentions that he owes her a debt, and Brienne, knowing she's doomed, tells him to pay it by helping the Stark girls. Jaime leaves the next morning, telling Roose to send Robb his regards.

'''Somewhere In The North''', Theon is taken down from his cross and... given drink by two beautiful girls. Declaring that they sent themselves to him, they start flirting with him like something out of a medieval porno. Theon knows that this isn't going to end well. However, once they get naked and start gyrating on top of him, he can't quite stop himself from getting -

'''[[MostAnnoyingSound HOOOOOORRRRRNN!!!!!!!]]'''

The Boy comes out, and mentions that Theon's "prowess" is well known. At The Boy's order, two men come out to hold Theon down as he draws a wicked looking knife. Realizing [[GroinAttack what's going to happen]], Theon starts screaming for mercy, but The Boy says they are showing him mercy, as they aren't killing him.

In '''The North''', after a successful hunt, Ygritte mistakes a windmill for a palace and she and Jon start talking about the towers of Winterfell. The conversation shifts and Jon tells Ygritte that he thinks the invasion is doomed. Kings-Beyond-The-Wall have invaded six times and have failed six times. Ygritte thinks Mance Rayder will be different, but Jon reiterates that they'll all die, causing Ygritte to reaffirm that they belong to each other, against the world.

'''Elsewhere''', Osha is jealous of how Jojen always has Bran's attention. Hodor isn't much for conversation, so she marches up to them and demands to know what they're talking about. Her mood doesn't improve when she learns that Bran no longer wants to go to Castle Black. He wants to catch the Three-Eyed Raven, and is going North Of The Wall to do it. Osha insults the idea that he may have fallen from the tower for a reason, saying that the Gods couldn't care less about any of them. She goes into her backstory, about how her lover was turned into a zombie, and how she's not going back beyond the wall for any reason. She promised to take him to the wall, and that's as far as she goes.

Then to '''Outside Harrenhal''', where Qyburn is treating Jaime's stump. Asked why he lost his chain, Qyburn responds that he lost it for experimenting on dying patients. Jaime insinuates that he probably experimented on the poor and the weak, causing Qyburn to ask Jaime how many people he's saved. Jaime responds with "half a million". Qyburn mentions that Brienne's father offered to buy her life for 300 gold pieces, but that Locke won't take it out of spite. He explains to the stunned Jaime that a person like Locke doesn't have a long life expectancy, and is therefore not inclined towards long-term thought. Jaime promptly demands that the captain take him back to Harrenhal, informing the man that he can either tell his father that the captain was the one who chopped off his hand or that he saved Jaime's life. The captain takes the hint, and they get back to Harrenhall just in time to find Brienne in a pit, fighting a bear with a wooden sword. Jaime offers to pay Locke whatever ransom he wants, but Locke refuses cause he's a dick, sneering that all these highborn nobles-

''Jaime jumps into the bear pit''.

His escort puts an arrow in the bear, buying enough time for him and Brienne to climb out. Jaime and Locke, Round 2, happens as Jaime declares that Brienne's coming to the capital too or they'll just have to kill him. Locke retorts that Brienne is his, Bolton's orders. Jaime responds that Bolton's orders were for him be brought alive to King's Landing, and asks Locke who he thinks Roose wants to piss off less, him or Tywin Lannister? Locke, having no response to that, and seeing that the captain is ready to fight over it, backs down. Jaime, Brienne, and guards all walk out to the tune of "The Rains of Castamere".

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!!Tropes:

* AdaptationalAttractiveness: Margaery goes as far as saying that Tyrion is rather handsome and that his scar [[GoodScarsEvilScars is kind of cool]]. In the novels, Tyrion is deformed as well as a dwarf, and half of his nose was lost when he received his grisly scar.
* AllGirlsWantBadBoys: Maergary also says that marrying Tyrion isn't all bad, as his [[DepravedDwarf extensive sexual experience]] means he should prove quite good in bed.
* AllLoveIsUnrequited: It's confirmed that Orell has feelings for Ygritte.
* AndAnotherThing: When Tywin is on his way out of the throne room, he feels the need to add a last second pleasantry, since he has been talking to a nominal king after all, so he turns back and adds "Your grace."
* AnswerCut: Jon tells Ygritte she'll never hit the deer. She smirks and draws back her bow -- cut to a dead deer being carried into the wildling camp.
* ArmorPiercingQuestion: Played with. When Jaime starts to sound morally outraged by Qyburn experimenting on living people, Qyburn first asks him how many he's killed (they agree "countless" has a nice ring to it,) and then asks him how many he's saved, clearly expecting Jaime not to be able to answer it. To his surprise, Jaime does have an answer; the entire population of King's Landing when he stopped the Mad King burning it. However, in his confirmation that he's committed dishonourable killings to save a greater number, he tacitly establishes himself as NotSoDifferent to Qyburn, stopping him from berating him further, and meaning the question had some effect after all.
* AskAStupidQuestion: Actually the question is perfectly legit, as Osha wonders why she and Hodor are stuck doing all the physical labor for the campsite while the Reeds just sit around talking with Bran. Trouble is, she asks this of Hodor himself, who of course responds with a quite irritated "Hodor."
* BatmanGambit: Jaime jumps into the bear pit to distract the bear from Brienne, counting on the Bolton man charged with escorting him to King's Landing to not just stand there and let him die, or risk Roose Bolton or Tywin's fury.
* BearsAreBadNews: Locke's idea of entertainment is to throw Brienne into a bear pit with a useless weapon and no armor and see how long she'll last.
* BeautyIsNeverTarnished: Brienne subverts this, just as she subverts most traditional gender roles in action fantasy. She receives a nasty rake from the bear across the throat.
* BigBad: This episode finally ends a long debate on whether Tywin Lannister or Joffrey Baratheon is the current Big Bad: Tywin, given that Tywin is completely unafraid of Joffrey, but Joffrey is visibly ''scared'' of Tywin.
* BiTheWay: Maergary implies that she's... experimented.
* BigDamnHeroes:
** Jaime saving Brienne from the bear pit.
** Jaime's escort, Steelshanks, apparently not as vicious or shortsighted as the rest of Locke's crew, saving Jaime and Brienne from the bear pit after the former has [[IndyPloy jumped in without much of a plan]].
* BodyHorror: We are given a couple of close-ups of Jaime's stump, with the stitch-ups clearly visible. Made worse by the fact that Jaime (sincerely,) compliments Qyburn on doing a ''good'' job with it, leaving us to wonder what a bad job would look like. (Though, to be fair, clearly whatever planet Westeros is located on hasn't invented hospitals yet.)
* BullyingADragon: The Yunkish emissary postures and blusters at Daenerys in spite of the fact that she has sacked a neighboring city-state and is sitting beside ''live dragons''.
* BuyThemOff:
** Tyrion tells Shae he will provide her with a BigFancyHouse and provide for any offspring they might have as [[TheMistress his mistress]]. Shae is not impressed, pointing out their bastard children are likely to be murdered if their grandfather found out about them, and Tyrion will tire of her anyway as she gets older.
** Yunkai's attempt to get rid of Danys with chests of gold and ships to take her army to Westeros also fails, because Danys balks at the thought of leaving thousands of slaves in bondage. And she takes the gold anyway.
* CallBack: Shae's declaration to Tyrion that "I am yours, and you are mine" is echoed twice by different characters.
* CatchPhrase: Ygritte's "You know nothing, Jon Snow" gets heard again - twice (though she gets cut off the second time).
* DamnedByFaintPraise: Jaime says that Qyburn is a better doctor than Grand Maester Pycelle. Qyburn actually calls it faint praise. However, Jaime apparently meant the compliment sincerely.
* DarkAndTroubledPast: Osha had to [[StakingTheLovedOne kill her lover when he attacked her as a wight]], and Melisandre used to be a slave.
* DarkReprise: "The Bear and the Maiden Fair" is sung in an even worse situation than it was before.
* DeadpanSnarker: King Joffrey complains that he'd have to climb all those steps in the Tower of the Hand to attend Twyin's Small Council meetings.
-->'''Tywin:''' We could arrange to have you carried.
* DefiantToTheEnd: Brienne manages to survive her short stay in the bear pit, true, but before Jaime showed up again she must have known she wasn't going to get out of her situation alive. Still, she's certainly not going to go down without a fight, or start screaming and begging her tormentors for mercy.
* DeliberateValuesDissonance: Sansa's main issues with Tyrion are that he's a Lannister and a dwarf. The fact that he's a generation older than her doesn't seem to cross her mind.
* DesolationShot: The ship taking Gendry to Dragonstone sails over the sunken ships from the Battle of Blackwater.
* DistractedByTheSexy:
** Downplayed with Theon, who starts to get seduced by the two women The Boy sent to him, but only after a while hesitating and looking scared around for his captors, sensing another trap.
** Played straight with Robb, who jokingly protests how difficult his wife is making it for him to fight a war while lying on the bed naked.
* DoubleMeaningTitle: Jaime, Brienne, and the bear would be the literal meaning, but the episode is all focused on duos and/or couples.
* DragonInChief: As if it wasn't already clear enough, the scene with Tywin and Joffrey emphasizes who is really in charge.
* DramaticIrony:
** Tywin, understandably, dismisses Joffrey's concerns about the Queen across the Narrow Sea and her dragons as rumours and exaggeration. But the point remains that, yes, ''Joffrey'' is the one appreciating the damage an army led by Dany and a bunch of dragons could do.
** Jon warns the Wildlings that they will lose because they have no discipline. Unbeknownst to him, the Night's Watch have been decimated by first the White Walkers and then the mutiny at Craster's Keep and the Northern army is collapsing over internal disputes.
** Jaime reiterates that he will fulfill his promise of returning Sansa and Arya to Winterfell, being unaware that Winterfell has fallen, Arya has escaped King's Landing and Sansa is now committed to remain in the capital for the foreseeable future.
* TheDreaded: Joffrey summons Tywin to the Throne Room to request an update from the Small Council. Joffrey remains seated on the Iron Throne, states his questions...and proceeds to squirm and stutter and struggles to keep eye contact with his grandfather like nobody's business as Tywin dominates the entire conversation. Just to visually emphasize who's the dominant party here, Tywin walks up to the throne halfway through and physically towers over Joffrey as his grandson remains seated.
** Danys is very quickly becoming this after the sacking of Astapor, with Yunkai attempting to buy their safety and rumors of her exploits starting to spread to Joffrey.
* ElephantInTheLivingRoom: Neither Jon or Ygritte want to face the question of what will happen when they reach Castle Black, and Jon has to choose which side he's on.
* {{Ephebophile}}: Despite his fervent denials, Bronn and Shae are convinced that Tyrion is looking forward to jumping Sansa's bones.
* ExactWords: When Theon begs for mercy, the Boy says he considers not killing someone to be mercy.
* {{Fainting}}: Spoofed when Jon Snow tries to explain to his ActionGirlfriend what "swooning" is ... only for Ygritte to demonstrate that she knows exactly what it means.
* FanDisservice: Everything with Theon and the prostitutes. They are quite attractive, but Theon is seemingly subjected to their advances against his will and it's obvious from the start that the whole thing is just a setup for something more horrible, robbing the scene of all its sexiness.
* {{Fanservice}}:
** The Boy sends two attractive women to seduce Theon as part of his mind games.
** There's also an unusually clothed version with Maergary talking about sex.
** Talisa spends well over half her screen time in the episode laying on a bed in her birthday suit. Not to deny the ladies some fun, Robb has a nice shirtless scene along with a full shot of his backside.
* FirstNameBasis: Brienne not only calls Jaime by his name, she also calls him [[{{Honorifics}} Ser Jaime]] (and does so without any mockery or irony,) after he pledges his word to return the Stark girls to Catelyn. It's clear from his reaction how much this affects him.
* ForTheEvulz: Locke explicitly states that Jaime's mutilation makes him happier than all his gold ever could, and that feeding Brienne to a bear means more to him than any ransom he could get.
* FromNobodyToNightmare:
** Arguably Melisandre, depending on how her intentions are interpreted. She reveals that she used to be a slave, whipped and branded.
** In universe this episode confirms that Dany has become that in Essos. She has gone from being a child bride and later mistress of a small troop of followers, to a woman which a powerful city is scared shitless of.
* FunnyForeigner: Lampshaded when Shae in SarcasmMode dubs herself "Shae the Funny Whore".
* GenreSavvy: Theon realizes very quickly that the pretty girls seducing him are part of "The Boy's" mind fucks.
* GirlOnGirlIsHot: Despite himself, Theon gets turned on when the two girls start playing with each other in front of him.
* GoryDiscretionShot: As Theon is about to be castrated, the screen blurs and we cut to another scene.
* GroinAttack: The Boy taunts Theon about his reputation with women before having his men slice off Theon's twig and berries.
* GuileHero: Jaime tries his hand at this. And succeeds ''epically''.
* HeelFaceTurn: It remains to be seen how long this holds (this is ''Game of Thrones'', after all), but Jaime's rescue of Brienne, coupled with his stated belief that his actions - as described in the earlier bathtub confession - saved a half million people in King's Landing, firmly shifts him into hero territory, at least for now.
* HellIsThatNoise: The Boy's horn In-Universe. Theon actually has a near breakdown when he hears it.
* HonorBeforeReason: After her experience in Astapor, Daenerys seems to have decided to free ''every slave in Essos'' before resuming her campaign to take back the Iron Throne, despite Jorah's warnings and Yunkai's offer of gold and ships. There isn't even the fringe benefit of adding to her army this time.
* InternalReveal: Gendry is finally told that he's the bastard son of King Robert.
* JerkassHasAPoint: Joffrey is the only person who appreciates the potential threat that Daenerys and her dragons pose to his reign.
* KickingAssInAllHerFinery: Deconstructed. Brienne is forced to fight a bear in just a dress, which offers no protection from its claws. She's also only armed with a wooden sword, which is useless apart from delaying the bear.
* KnowNothingKnowItAll: Ygritte gets shades of this. Despite constantly reminding Jon Snow [[CatchPhrase he knows nothing]] she mistakes a windmill for a great castle and is completely clueless about past battles between wildlings and the armies of the Seven Kingdoms.
* MadScientist: Qyburn mentions that he used to experiment on living sick people to work out how to cure diseases.
* MyGodYouAreSerious:
** Margaery has an unspoken moment of this when Sansa asks her if her knowledge of sex comes from being taught by her mother. Margaery spends a while trying to read Sansa and see if she's joking, before she realizes that Sansa ''really is'' that naive.
** Brienne shows this when she realizes that Jaime truly does intend to free Arya and Sansa if he gets back to King's Landing.
* MythologyGag:
** Arya saying her god is Death [[spoiler:foreshadows her apprenticeship with the Faceless Men, who worship the God of Many Faces -- essentially Death in its various aspects.]]
** Locke tells Jaime to "buy yourself a golden hand and go fuck yourself with it!" Jaime has a golden hand made on his return to Kings Landing, though he's yet to use it in an obscene act of {{twincest}} [[ScrewYourself with Cersei]].
* NaughtyNuns: One of the girls entertaining Theon is a former septa.
* NotHelpingYourCase: Shae is unimpressed when Tyrion [[UnfortunateImplications gives her a gold chain]]. [[DiggingYourSelfDeeper Which he says is enough to buy a ship.]]
-->'''Shae:''' A ship. Am I going somewhere?
* TheOathbreaker: Arya refuses to believe anything Beric or his men say, because they broke their promise to Gendry, so she declares them all liars and traitors.
* OhCrap:
** Jaime, when he realizes that his bluffing about Tarth's sapphires to save Brienne from rape, and Locke's lack of forethought, is quite likely going to end ''horribly'' for her. It's enough to send him running back to Harrenhal to save her.
** Theon has a major one when he realizes "The Boy's" unsavory intentions regarding a nasty looking knife and Theon's genitals.
** The Yunkai emissary thinks the negotiations are going well, until Danys casually throws a hunk of raw meat into the air and her three dragons fly off their perches and start snapping at it. Things go downhill from there.
** Very subtle, but Tywin has a moment when he realizes that Joffrey is not as ignorant of the goings on in the Small Council as he thought, including being aware of the existence of Dany and her dragons, a fact that previous episodes have implied to be a closely guarded secret in King's Landing.
* OohMeAccentsSlipping: Jack Gleeson's Irish comes out a few times during Joffrey's scene with Tywin.
* ThePowerOfLove: Averted; Tyrion is unwilling to forsake the power and wealth of House Lannister to run off with Shae.
* PuttingAHandOverHerMouth: Arya flees the Brotherhood, but the Hound is still around.
* TheReasonYouSuckSpeech: Jon Snow's [[CompassionateCritic compassionate review]] on the Wildlings:
-->'''Jon:''' I know your people are brave, no one denies that. Six times in the last thousand years, a King-beyond-the-Wall has attacked the kingdoms. Six times they failed. You don't have the discipline. You don't have the training. Your army is no army. You don't know how to fight together.
* RedHerring: The letter Talisa writes to her mother. Some fans believed that Talisa is a HoneyTrap for Robb because, in the books, Jeyne Westerling's mother acts in league with the Lannisters to bring down Robb.
* TheResenter: Locke expresses glee in humiliating Jaime Lannister, because he despises the arrogance of the high nobility.
-->'''Jaime:''' Look, I'll pay her bloody ransom! Gold, sapphires, whatever you want!
-->'''Locke:''' All you lords and ladies, you still think that the only thing that matters is gold. Well this (grabs Jaime's stump) makes me happier than all your gold ever could, and that (points at Brienne facing off with the bear) makes me happier than all her sapphires. So go buy yourself a golden hand, and ''fuck yourself with it!''"
* SayingTooMuch: Jon saying "you" instead of "us" re the wildlings.
* SmartBall: Stunningly, for the first and probably only time, Joffrey is holding it this episode when he alone seems aware of the dire consequences for himself and the kingdom should Dany and her Dragons come to Westeros. Whether Tywin dismisses the danger entirely or simply knows that there are more pressing issues at hand remains unclear.
* SoundtrackDissonance: "The Bear and the Maiden Fair," with the same sound as a drinking song, while Brienne is in the bear pit.
* SparedByTheAdaptation: In the books, the bear was killed. Apparently having Jaime and Brienne escape by climbing out of the pit is [[PragmaticAdaptation more exciting]]. Or training the bear to play dead was too difficult.
* SureLetsGoWithThat: Margery's answer to Sansa about who taught her about sex.
* TakeMyHand: Brienne pulling Jaime out of the bear pit. The problem is Jaime can't hold on with his stump, so has only one chance to grab for Brienne's hand.
* TitleDrop: Locke and his men sing "The Bear and the Maiden Fair."
* TortureTechnician. The Boy's techniques are as sophisticated as they are cruel.
* TryToFitThatOnABusinessCard: Dany's [[TheMagnificent magnificence]] keeps growing and growing.
-->'''Missandei: '''Noble lord, you are in the presence of Daenerys Stormborn of House Targaryen, Queen of the Andals and the First Men, Khaleesi of the Great Grass Sea, Breaker of Chains and Mother of Dragons.
* YankTheDogsChain: "The Boy" has made this trope an elaborate torture technique.
* YoureInsane: The Yunkai'i ambassador calls Daenerys mad after she gives him her ultimatum.

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