The episode begins, with Winterfell Maester Luwin barricades himself inside and scrambles to write a note to send with a raven. There are noises of a battle outside. He lets the raven go and guards bust down the door. Meanwhile, Theon of Greyjoy busts in on Bran and in an almost friendly, brotherly manner, tells him hes taking Winterfell. He tells Bran to publically tell the people he’s yielding Winterfell to save them. Bran asks Theon if he always hated them. Outside, Bran tells the people of Winterfell that hes yielding. Theon orders Luwin to send a raven to his sister notifying her of his victory and a raven to his father asking for 500 men. Meanwhile, Osha, the captive wildling, asks Theon for permission to fight for him, but he laughs her off.
Bran asks her why she would switch sides. She says it’s his dream; the ocean has come to Winterfell. She doesn't plan to let it drown her. Soldiers bring Ser Rodrik in and Ser Rodrik chews Theon out for his betrayal. Rodrik spits in his face. Theon plans to lock him in a cell but one of his men tells no one will respect him if he doesn't punish Rodrik harshly. Meanwhile, Theon sentences Rodrik to death. Luwin and Bran both plead with him to reconsider, with Luwin arguing that Rodrik is worth more to them alive than dead. Meanwhile, Theon looks at the two sides waiting to see what he'll do and goes ahead with it. Bran pleads and Rodrik tells him he's off to see Bran's father. Rodrik taunts Theon into doing it himself. Theon hacks away and lops off his head.
Meanwhile, Jon Snow and his men walk on the wintry expanse. Meanwhile, Twyin Lannister admonishes one of his men for nearly sending a letter to a house loyal to the Starks and giving away their plans. He notices Arya can read. Meanwhile, Meanwhile, Petyr Baelish is introduced and Arya tries to hide in a corner. She clears the table, trying to be invisible. But Twyin calls for wine. Petyr reports he came from Renly's camp. Arya serves them but works to hide her face from Baelish. He points out the Tyrells have yet to declare allegiance. Loras wants revenge and Maegery wants to be queen. Tywin remembers House Tyrell rebelled against the Iron Throne, against his grandson. Arya listens. Baelish takes note of her when she spills wine on him. He tells Tywin about meeting with Catelyn Stark to discuss her daughters.
In the mountains, Jon Snow and his men surround wildlings and attack. Jon’s about to kill the last one when he realizes she’s a woman, Ygritte. She says there are hundreds of thousands more nearby. They quiz her on her people’s plans. Meanwhile, Qhorin Halfhand tells Jon they can't spare a man to watch her. Jon says he'll kill her as the rest of his party continues on, but he hesitates and she takes off running. He chases her over the snowy hills and cuts her off. He pins her and pulls out his dagger. She taunts him and points out its nearly dark and hes separated from his men. Meanwhile, Cersei and her family watch at the shore as Princess Myrcella sails away. Full of venom, she tells Tyrion she hopes he loves someone someday so she can take her away.
Joffrey mocks his younger brother for being upset and irks the Hound by calling him dog. Walking back to the palace among the people, Tyrion can sense the crowd turning. A cow pie hits Joffrey in the head and as he calls for whoever did it to be punished the crowd turns ugly. People start attacking and the royal party tries to get back to safety. The crowd rips one of them to pieces. The Hound grabs Joffrey and everyone but Sansa makes it to the castle. Meanwhile, Joffrey rages about the people turning on him, saying he wants them all dead but Tyrion yells at him, saying they're starving because of the foolish war Joffrey started. Joffrey can't believe how Tyrion is talking to him, but Tyrion slaps him to make his point. Tyrion asks where Sansa is but Joffrey doesn't care. Tyrion lectures that she's the only way they get Jaime back.
Joffrey still refuses to give an order to save her. Meanwhile, Sansa runs down an alley but gets trapped by four men in a barn. They're about gang rape her when the Hound comes in and disembowels one, snaps another's neck and brutally kills them all. Meanwhile, Qarth Dany gets impatient waiting for the Spice King, the second wealthiest man in the Qarth. Xaro waits with her. Dany cuts to the chase and tells them she wants his ships to cross the Narrow Sea to retake the Iron Throne. She promises to repay him three times over. He questions her strategy, pointing out she has no army and no allies. He refuses to back her based on dreams. She tells him about dreaming that she took the dragon eggs into the fire and that dream coming true as they hatched; her dreams come true. He's unmoved. Back at Harrenhal, Arya sees a note on the table about Robb.
Tywin finds her and tells her about teaching dyslexic Jaime to read. He asks about her father. She says he was a stone mason, but he's dead. What killed him? Twyin asks. Loyalty, she says. She asks Tywin if he knew his father. As Twyin is distractedly talking, Arya grabs the note on the table. Later, in the courtyard, she reads it. It says Robb is moving his troops south by the coast. She runs off with the note but runs into a guard, the same guard that almost took the letter to the wrong house earlier. He grabs the note and is about to take her to Twyin, but she runs. She races through the courtyard looking for Jaqen H'ghar. She finds him and names the man with her note then tells him he must be killed now. The guard reaches Tywins chamber and is about to rat her out when he drops dead of a poison dart. Meanwhile, Robb walks through camp, thanking and chatting with his men, who all seem to like him.
He sees the field nurse who was brutally honest with him before, Talisa. She still won’t say who she is, but he's sure that she is of noble birth. She jokes about being a spy. He invites her to join him, but they're interrupted by his mother, who has returned with Brienne. Catelyn doesn't recognize her family name from Valantis. She reminds Robb he’s promised to another by debt. They get the raven news from Winterfell. Meanwhile, Jon leads Ygritte around the mountains and realizes he has lost his men. She tries to convince him to light a fire, but he refuses. She points out they'll stay warmer if they huddle. He begrudgingly lies down with her. He thinks his men will find him. She thinks he's stupid but brave. She grinds on him but he barks at her to stop.
Meanwhile, Robb cannot believe the news about Theon taking Winterfell. They learn about Rodrik's death. Robb wants to retake Winterfell himself, but Roose Bolton convinces him to let him send his own son instead. Robb wants his brothers protected and Theon brought alive so he can kill him himself. Osha makes a deal with Theon; sex for her freedom. Meanwhile, Shae treats the cut on Sansas head. Sansa is reeling from the idea that men who didn't even know her wanted her dead. She complains to Shae that she hates the king more than anyone, but Shae warns her to be careful who she says that to and not to trust anyone.
Meanwhile, Osha sneaks out of Theon's bed in the middle of the night. She is intercepted by one of Theon's men but she distracts him by kissing him and then slits his throat. The coast is clear, she whistles for Rickon and Luwin carrying Bran and they sneak away with their wolves. In Qarth, Dany is irritated at getting turned down by everyone for ships. She and Xaro return to her quarters and find all of her people are dead and her dragons gone. Someone carries them away. The episode ends at this point.