The episode begins with Robb Stark and Catelyn at the funeral of Lord Hoster Tully. After Edmure Tully tries to hit the boat containing the body with a burning arrow but keeps failing, his uncle, Brynden Tully ‘the Blackfish’, pushes him aside and shoots an arrow, setting the boat afire. After the funeral, Edmure brags to Rob about taking an old Mill, but Robb is not impressed. Edmure argues that he took hostages, the Lannister cousins, but Robb points out they are not of as equal value as his sisters. He is also not happy that they lost many men, which they need more of, than Tywin does.
Elsewhere, Tywin is convening a meeting with a small council, including Baelish, Varys, Cersei, and Tyrion. Tywin asks for news on Jaime and is angry on begin told their spies know nothing of his location. Varys reports that Robb Stark is in Riverrun for the funeral and that Ruspelton holds Haarenhal at the moment. Tywin says to let him have it for now and orders Baelish to go to the Vale to marry the widow, Lysa Aryn, which would make him acting Lord of the Vale. Tyrion points out that Baelish's absence could cause problems and adds that the royal wedding is going to come at a serious price tag. Tywin concedes the point, which is why he makes Tyrion the new Master of Coin.
Although Tyrion isn’t too sure about this appointment, Tywin says it would best suit his talents and everyone else also gives Tyrion their vote of confidence. While being transported through a forest by the men who have captured them, Brienne and Jamie, who are tied together on a horse, are busy bickering. Arya Stark and pals are still on the road with Thoros of Myr and the Brotherhood without Banners. After Catelyn tells her uncle she missed him and so did her father, she admits to Brynden that a person could almost forget they are at war. She asks him if he made peace with her father, he counters that he does not even think he remembers why they were fighting to begin with.
Catelyn is convinced she will never see Bran or Rickton again and feels they abandoned them, but Brynden advises her to be strong. Talisa has been entrusted with taking care of the Lannister cousins, who were taken hostage. They ask her if Robb can turn into a werewolf at night and whether he eats the flesh of his enemies. She says that although the legends are all true they have nothing to fear because he only eats children, when it's a full moon and luckily for them it's not a full moon tonight.
During their journey, Mance Rayder and his men come across hundreds of severed horses’ heads arranged in a spiral pattern in the snow. Jon Snow points out its only horses and no men. Mance orders his right hand man to climb the wall at Castle Black with 20 good men and to take Jon Snow with them. He feels if they can infiltrate, their army can attack and cause widespread destruction. The Night Watch is lucky to come upon Crastor’s compound and he lets them in, but is not pleased. Crastor tells them they all should be kissing his feet for letting them in. In the background, one of Crastor’s wives is giving birth and yelling, while Crastor starts taunting Samwell, saying he is a walking feast because he is so fat and the Night Watch should feast off him.
Someone Theon’s sister Yara sent to help Theon, releases him from captivity, puts him on a horse and sends him to Yara. Before leaving, Theon promises to make him a Lord of The Iron Islands. At Dragonstone, Melisandre is preparing to leave and is unwilling to tell Stannis where she's going because she's waiting for the "fires" to show her the way. He thinks she's abandoning him, but she assures him she never will and when she returns he will understand. He says his enemies are laughing at him, so he wants Joffrey and Robb Stark dead and also wants her to give him another son. She in turn says that he doesn't have the strength.
Before leaving, Melisandre assures Stannis he will be King, but first there must be sacrifices because the Lord of Light demands it. In the Land of the Unsullied, while Daenerys is checking out the slave army, she is appalled at the sight of crucified men, who are condemned to death. Barristan tells her it's time to go and to get soldiers elsewhere and she seems inclined to agree. Jorah tries to convince them that this is the price of war, even of good men and says that these men are the best, truest soldiers there are, well-trained and they won't rape, kill or maim innocents, but only do their job of killing the people she points them at.
Barristan argues that men should die because they don’t believe in their leaders because they have been bought at a slavers' auction. Daenerys tells the slave-trader that she wants all 8,000 unsullied, but the trader does not believe she can afford to buy the slaves. Daenerys tells the trader she will give him one dragon in exchange for the whole army and the soldiers in training. The slaver agrees, but only if he gets the biggest dragon. After agreeing, Daenerys tells the slaver she not only wants the unsullied, but she wants the slaver assistant/translator, Missandei, as well. Daenerys questions Missandei about the unsullied and asks her if she is willing to go with her to war. Missandei apparently is willing.
After Tyrion gets Baelish’s Royal Ledgers from the whorehouse, Baelish reminds Tyrion that he owes Podrick his life for saving him. As a sign of gratitude, Bronn and Tyrion lead Podrick into a room with women. Tyrion tells Podrick that it is reward for Podrick saving him. After going through the accounting books at his place, Tyrion learns that Baelish wasn't a magician with money, but he was actually a borrower. Turns out, the crown owes the Lannisters a fortune, but Bron thinks Tywin will forgive the debt since Joffrey is his son. Tyrion doesn’t agree and explains banking to Bron. He also learns they owe the Iron Bank of Brothers tens of millions and if they don't pay them back, the Bank will fund their enemies.
Podrick returns with all the money that Tyrion gave him to buy the whores. Tyrion is confused because whores all take money, but Podrick hints that the ladies enjoyed him so much they offered their services for free. Tyrion is intrigued on hearing this and asks for details. After escaping from captivity, Theon is riding his way to freedom, when he is apprehended by his captors. They chase him, knock him off his horse to the ground and threaten him. They ask him if he knows what they do with people who escape. One of the men screams they should take off his pants, so he can be raped, when suddenly they are shot down by arrows that appear out of nowhere. A boy comes over, extends his hand to Theon and helps him up, saying he's a long way from home and winter is coming.
In the night, Brienne and Jaime are tied to separate trees and as Jaime had warned, the men come to rape Brienne. While Jamie looks on helplessly, they beat her first, but she fights back and screams every step of the way. Eventually, Jamie distracts the men by pointing out to the leader that her father is an important man, who has mined all of the sapphires in Westeros and who will pay handsomely in the gems if his daughter is returned to him unharmed. The men apparently believe Jamie and change their mind about raping her.
The leader asks Jamie if his father would pay handsomely as well if he was returned, Jaime says he would and they would also be made lords. He points out fighting for a good cause may be nice but fighting for a winning cause would be even better. After he feels he has persuaded them, he asks to be untied from the tree. The leader complies and even brings him along to have dinner with them. At the dinner table much to his horror, the men pin him and hold a knife to his face, telling him he's nothing like his father and he never will be. The leader says this should help him remember and swiftly chops off Jamie hand. Jaime screams in pain. The episode ends at this point.