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[Episode opens in King's Landing, the Black Cells, where we see the dim outline of NED still imprisoned. A light is seen nearby and is getting closer. NED looks up when the light is right by him; it is once again VARYS, who is again holding a torch.]

VARYS: You've seen better days, my lord.

NED: Another visit? lt seems you're my last friend.

VARYS: No, no, many still love you.

[VARYS once again has the skin of water. NED takes it. As he starts to drink from it, VARYS pulls down his hood.]

VARYS: Sansa came to court this morning to plead for your life.

[Pause as NED continues to drink from the skin.]

NED: On her knees begging for me. Hm....did you laugh with the others?

VARYS: You do me wrong, my lord; your blood is the last thing l want.

NED: [annoyed and frustrated] l don't know what you want. I've given up trying to guess.

[He takes a drink from the skin. VARYS thinks for a moment about what to say next.]

VARYS: When I was still a boy - before they cut my balls off with a hot knife - I traveled with a group of actors through the Free Cities. They taught me that each man has a role to play. The same is true at court. I am the Master of Whisperers. My role is to be sly, obsequious and without scruples.

[VARYS grins sheepishly and shrugs.]

VARYS: I'm a good actor, my lord.

NED: [with false hope] Huh. Can you free me from this pit?

VARYS: I could....

[He looks around the dungeon.]

VARYS: But will I? No.

[NED laughs sarcastically.]

VARYS: As I said, I'm no hero.

NED: [clearly at the end of his patience] What do you want? Tell me. No riddles, no stories - tell me, what do you want?

[VARYS kneels down beside NED.]

VARYS: [firmly] Peace.

[NED looks skeptical.]

VARYS: Did you know that your son is marching south with an army of northmen? Loyal lad, fighting for his father's freedom.

[NED is at a loss for words.]

NED: Robb? He's just a boy....

[He looks away, worried.]

VARYS: Boys have been conquerors before. But the man giving Cersei sleepless nights is the king's - the late king's brother.

[NED looks back at VARYS.]

VARYS: Lord Stannis has the best claim to throne. He is a proven battle commander and he is utterly without mercy.

NED: Stannis Baratheon is Robert's true heir. The throne is his by rights.

[VARYS stands again.]

VARYS: [disappointed] Sansa pleaded so sweetly for your life; it would be such a shame to throw it away. Cersei is no fool. She knows a tame wolf is more use to her than a dead one.

NED: [incredulous] You want me to serve the woman who murdered my king, who butchered my men, who crippled my son!?

VARYS: [yelling] I want you to serve the realm!

[NED still looks furious.]

VARYS: Tell the queen you will confess your vile treason, tell your son to lay down his sword and proclaim Joffrey as the true heir!

[NED looks away, still upset. VARYS crouches down.]

VARYS: [desperate] Cersei knows you as a man of honor. If you give her the peace she needs, and promise to carry her secret to your grave, I believe she will allow you to take the black and live out your days on the Wall with your brother and your bastard son.

[NED chuckles.]

NED: You think my life is some precious thing to me?

[VARYS is impassive.]

NED: That I would trade my honor for a few more years of—of what!?

[He stares at VARYS with disgust, then looks away.]

NED: You grew up with actors. You learned their craft and you learnt it well. But I grew up with soldiers. I learned how to die a long time ago.

[VARYS looks disappointed and defeated.]

VARYS: Pity. Such a pity.

[He stands up and starts to leave, but briefly turns back for a moment, a look of dissappointment still on his face.]

VARYS: What of your daughter's life, my Lord? Is that a precious thing to you?

[NED looks back at VARYS, a mournful look on his face. As he leaves, NED is seen thinking. Once VARYS is gone, the Black Cells are once again shrouded completely in darkness.]

[Scene shifts to the Riverlands, just outside the Twins, a massive castle that serves as the stronghold of House Frey. A raven is seen flying out of a window on the castle when suddenly an arrow hits it and kills it instantly. THEON GREYJOY, who is shown to have fired the arrow that killed the raven, is shoving going over to it and retrieving the message it was carrying. He brings it back to ROBB, who is standing with a group of his advisiors, including CATELYN, ASHTER, RODRIK CASSEL, GARTH DRAGEN, ETHAN SNOW, GREATJON UMBER, RUTHERFORD and HAROLD QUINN, and CARMINE GRAYBURN. ROBB briefly reads through the letter.]

ROBB: It's a birthday message to his grand-niece Walda.

[ASHTER smirks.]

THEON: [doubtfully] Or so Walder Frey would have you think.

CATELYN: [to THEON] Keep shooting them down.

[THEON nods.]

CATELYN: [to ROBB] We can't risk Lord Walder sending word of your movements to the Lannisters.

ASHTER: We need to cross... and we need to do it soon. The longer we wait, the less time that Father, Sansa and Arya have.

CARMINE: But will Lord Frey even let us cross?

ROBB: He's Grandfather's bannerman. We can't expecting Lord Walder's support?

GREATJON: Expect nothing of Walder Frey and you'll never be surprised.

GARTH: The man's nothing but filth. He'll warm up to you, call you his greatest friend, and when he's done with you he'll slit your throat and throw your corpse into the Green Fork.

ETHAN: Sometimes a slit throat doesn't look half as bad when dealing with Late Lord Frey.

[RUTHERFORD and HAROLD notice someone coming over in the distance.]

RUTHERFORD: Look.

[Everyone turns their attention to two riders approaching, with the banners of House Frey.]

ROBB: Father rots in a dungeon. How long before they take his head?

[RODRIK glances at ROBB.]

ASHTER: This is why we need to cross.

ROBB: [urgently] Aye, we need to do it now.

RODRIK: You're sure you still want to negotiate with this child raper?

THEON: Just march up to the gates and tell him you're crossing. We've got five times his numbers. You can take the Twins if you have to.

GREATJON: Not in time. Tywin Lannister marches north as we speak.

CATELYN: The Freys have held the crossing for 600 years, and for 600 years they have never failed to exact their toll.

[ROBB faces THEON.]

ROBB: Have my horse saddled and ready.

ASHTER: I'll go with you.

[ROBB shakes his head.]

ROBB: No, Ash. You need to stay here.

[ASHTER looks irked. GREATJON turns to face ROBB, surprised.]

GREATJON: Enter the Twins alone and he'll sell you to the Lannisters as he likes!

THEON: Or throw you in a dungeon. Or slit your throat.

[CARMINE glances at THEON and GREATJON.]

CARMINE: Look, I don't like Lord Walder either, but I think you both may be overreacting....

[GREATJON scoffs. ROBB looks uneasy as he sees the Frey riders getting closer.]

HAROLD: At least take some men with you, Lord Robb.

[Brief pause.]

ROBB: My father would do whatever it took to secure our crossing. Whatever it took.

[He glances at his mother. She looks at the rider, worried.]

ROBB: If I'm going to lead an army, I can't have other men doing my bargaining for me.

CATELYN: I agree.

[Brief pause.]

CATELYN: I'll go.

ROBB: You can't!

ASHTER: Mother, no.

CATELYN: [firmly] I have known Lord Walder since I was a girl. He would never harm me.

GREATJON: Unless there was a profit in it....

[Pause as they all look at each other, worried.]

ASHTER: I'm not comfortable risking that.

ROBB: Neither am I.

[The Frey riders have finally reached ROBB's host.]

[Shift to the main hall of the Twins, where LORD WALDER FREY, an elderly man in his early nineties, is sitting down. With him is a very young girl - his wife, JOYEUSE ERENFORD, who is no older than fifteen. He is surrounded by his many children and grandchildren, both trueborn and baseborn. CATELYN is shown standing before him.]

WALDER: What do you want?

CATELYN: It is a great pleasure to see you again after so many years, my Lord.

WALDER: [sarcastic] Oh, spare me. Your boy's too proud to come before me himself. What am I supposed to do with you?

[As he is speaking to her, he is groping JOYEUSE's bottom, which she clearly does not like. WALDER's firstborn son and heir, SER STEVRON FREY, speaks up.]

STEVRON: Father, you forget yourself. Lady Stark is here -

WALDER: [to STEVRON] Who asked you? You're not Lord Frey yet, not until I die. Do I look dead to you?

[One of WALDER's bastards, RYGER RIVERS, also speaks up.]

RYGER: Father, please -

WALDER: [to RYGER, annoyed] I need lessons in courtesy from you, bastard? Your mother would still be a milkmaid if I hadn't squirted you into her belly.

[Uncomfortable pause. CATELYN briefly looks away. WALDER turns to face CATELYN again.]

WALDER: All right, you come forward.

[He waves her towards him. CATELYN warily approaches him and offers him her hand, which she takes and kisses, but smacks his lips on her hand. CATELYN is less than thrilled.]

WALDER: There. Now that I've observed the courtesies, perhaps my sons will do me the honor of shutting their mouths.

[Several of his children look away, embarrassed. CATELYN looks around at them before looking back at WALDER.]

CATELYN: Is there somewhere we can talk?

WALDER: [confused and a bit sarcastic] We're talking right now.

[CATELYN has an annoyed look on her face that clearly says 'You know what I mean.']

WALDER: Fine. [to his children] Out! All of you!

[They all gradually file out of the room. As they leave, WALDER slaps JOYEUSE's behind, causing her to let out a small gasp.]

WALDER: [to JOYEUSE] You too.

[She departs. WALDER gingerly stands and observes the girl as she walks off.]

WALDER: You see that? Fifteen, she is. A little flower.

[He licks his lips.]

WALDER: And her honey's all mine.

[He chuckles lecherously as he wanders off. CATELYN looks slightly disgusted.]

CATELYN: I'm sure she will give you many sons.

[He scoffs.]

WALDER: Your father didn't come to the wedding.

[CATELYN follows him.]

CATELYN: He is quite ill, my Lord.

WALDER: Didn't come to the last one, either. Or the one before that. Your family has always pissed on me.

CATELYN: My Lord, I -

WALDER: Don't deny it. You know it's true.

[CATELYN looks annoyed.]

WALDER: The fine Lord Tully would never marry any of his children to mine.

CATELYN: [testily] I'm sure there were reasons why -

WALDER: I didn't need reasons. I needed to get rid of sons and daughters. You see how they pile up?

[Pause]

WALDER: Why are you here?

CATELYN: [desperate] To ask you... to open your gates, My Lord. So my son and his bannerman may cross the Trident and be on their way.

WALDER: Why should I let him?

CATELYN: [clearly losing her patience] If you could climb your own battlements, you would see that he has 20,000 men outside your walls.

WALDER: [dismissively] They'll be 20,000 corpses when Tywin Lannister gets here. Don't try and frighten me, Lady Stark.

[He turns his back on her again.]

WALDER: Your husband's in a cell beneath the Red Keep, and your son's got no fur to keep his balls warm.

CATELYN: You swore an oath to my father!

WALDER: [sarcastic] Oh, yes, I said some words... and I swore oaths to the crown too, if I remember right.

[CATELYN closes her eyes exasperatedly.]

WALDER: Joffrey's king now, which makes your boy and his corpses-to-be nothing but rebels, it seems to me. If I had the sense the Gods gave a fish, I'd hand you both over to the Lannisters.

CATELYN: [annoyed] Why don't you?

[He faces her again.]

WALDER: Stark, Tully, Lannister, Baratheon....give me one good reason why I should waste a single thought on any of you.

[He regards CATELYN shrewdly.]

[Scene shifts to Snake Mount, the armory, where Lucas is shown putting away a crossbow and a bloody knife. With him are GROND and several other companions.]

Lucas: Another good hunt, eh, lads?

[GROND nods and several of the others laugh.]

where Lucas is conversing with SER BERIC CERWYN. Scene opens to a closeup of BERIC's side, observing Snake Mount's walls.]

BERIC: These stones. Your ancestor built them?

Lucas: King Evan? I think so. Some say these stones were raised by Brandon the Builder himself. Only he could've lifted these walls so high.

BERIC: They must pose an incredible challenge for invaders.

Lucas: I think they're redundant. Because it seems that a potential invader has already found his way inside of the castle without even forcing himself entry.

BERIC: I find that insulting.

[Lucas smirks]

Lucas: So, why are you here? Shouldn't you be at the battlefield? I've heard the Kingslayer has been captured.

BERIC: So they say.

[Brief pause]

BERIC: Robb Stark send me.

Lucas: Did he now? Since when have you become the personal messenger raven of "the Young Wolf"?

BERIC: Don't taunt me, Dragen. It is unwise to insult a guest. It angers the gods.

Lucas: I do not follow the gods. Besides, I'm already a cursed man. What more do I have to lose? So, let's discard the formalities and tell me what you want, Cerwyn.

BERIC: The usual. Armament, weaponry...

Lucas: And Robb Stark sent you personally to tell me? You take me for a fool?

[Brief pause, BERIC moves closer to Lucas.]

BERIC: No. No, you're right. So clever as always, Lucas.

[Lucas starts to feel annoyed]'

Lucas: What. Do. You. Want?

BERIC: I want Winterfell.

[Brief pause. Lucas and BERIC exchange hostile glares.]

BERIC: My employers start to feel annoyed. Robb Stark has left the North, the castle stands undefended. So, when do we seize it?

[Lucas stays silent for a brief moment, then exhales deeply]

Lucas: Forgive me, Ser Beric. But... I believe that isn't going to happen.

[BERIC gets angry]

BERIC: I thought we had an agreement.

Lucas: Oh yes. And it is not my desire to break that agreement. Believe me I wish it to remain intact. But on this occasion...

BERIC: On this occasion?

Lucas: On this occasion, the silver thread is slit, the golden cup breaks, and the pail is smashed at the spring.

[BERIC starts to get confused and annoyed]

BERIC: What in Seven Hells are you talking about?!

[Lucas starts to grin]

Lucas: Tell Robb he'll get his shipment soon. As for our...little agreement. I suggest you take it up to your masters first. Let them know that the Lannisters are not the only ones who pay their debts.

BERIC: Listen here you bastard...

Lucas: I believe we're done here. Give my regards to the Young Wolf. Tell him I wish him the best of luck in his wars.

[BERIC furiously storms out of the keep]

[Scene shifts to Castle Black. JON is shown in LORD COMMANDER MORMONT's chambers. We see his hand is now wrapped in gauze due to the burns on his hand. MORMONT suddenly enters the room.]

MORMONT: When does Aemon think you'll be able to use that hand?

JON: Soon, he says.

MORMONT: Good. You'll be ready for this then.

[He takes a longsword and presents it to JON.]

MORMONT: I thought a wolf was more appropriate for you than a bear. So I had a new pommel made. It's called Longclaw. Works as well for a wolf as a bear, I think.

[He hands the sword to JON. He partially unsheathes it.]

JON: This is Valyrian steel.

[MORMONT nods.]

MORMONT: It was my father Jasper's sword...his father before him....the Mormonts have carried it for five centuries. It was meant for my son, Jorah. He brought dishonor to our house, but he had the grace to leave the sword before he fled from Westeros.

[MORMONT looks somewhat sad when talking about JORAH. He turns away and goes to grab a flagon.]

JON: My Lord, you honor me, but I can't -

MORMONT: Oh, you can, and you will. I wouldn't be standing here if it wasn't for you and your beast.

[He pours some wine from the flagon into another glass.]

MORMONT: A bloody dead man tried to kill me...

[He shakes his head in embarrassment.]

MORMONT: So you'll take it. I'll hear no more about it. Is that understood?

JON: Yes, my Lord.

MORMONT: Right.

[He sits down.]

MORMONT: Now don't think this means I approve of this nonsense with you and Alliser Thorne. That's a man's sword. It'll take a man to wield it.

JON: I'll apologize to Ser Alliser tonight.

MORMONT: No you won't. I sent him to King's Landing yesterday. The hand that your wolf tore off that thing's wrist - I've ordered Thorne to lay it at the feet of this....boy king.

[JON looks thoughtful.]

MORMONT: That should get young Joffrey's attention. And it puts a thousand leagues between you and Thorne.

[JON grins slightly.]

MORMONT: Now go and put your sword somewhere safe. And bring me my supper.

JON: Yes, My Lord.

[He leaves. MORMONT stares after him, a thoughtful look on his face.]

[Back outside, several black brothers congratulate JON on getting Longclaw.]

BLACK BROTHER 1: Well done.

BLACK BROTHER 2: You earned that, Snow.

[He walks by several more black brothers. One of them claps him on the back.]

BLACK BROTHER 3: Well done.

[JON is shown entering the mess hall. When he does, he is approached by PYP, GRENN, and WYLIS QUINN. SAM is shown sitting by himself at one of the tables and glances over at JON.]

PYP: Let's have a look at it!

JON: At what?

GRENN: The sword! Show us the sword!

[Several other black brothers come over and begin chanting "Sword!" over and over again. Finally, JON relents and, with a grin on his face, unsheathes the sword. As he does, the men laugh and cheer. JON hands it back to GRENN. PYP tries to grab it, but GRENN runs off.]

GRENN: Piss off! Get off of it....

[The others go off after GRENN and PYP. JON is still grinning. He goes over to sit with SAM, who is very deliberately avoiding JON's face.]

JON: What is it?

SAM: [nervous] I-I can't...

JON: You can't what?

SAM: I...I'm really not supposed to say.

JON: And yet you really want to say. You want to say that...?

[JON looks at SAM with an expectant look. SAM finally looks at JON.]

SAM: There was a raven. I read the message to Maester Aemon. It's your brother Robb. And your other brother, Ashter.

[JON looks up, startled.]

JON: What? What about them?

SAM: They're heading south. To war.

[He looks away, shocked.]

SAM: [reassuring] All his bannermen have rallied to their side. They'll keep your brothers safe.

[JON looks back up at SAM.]

JON: I should be there. I should be with him.

[Scene shifts back to ROBB's host outside the Twins. CATELYN is seen riding back towards the host, where two of ROBB's bannermen are seen waiting. She is seen entering ROBB's tent, where he is devising a plan with ASHTER, THEON, GREATJON, GARTH, and CARMINE.]

GREATJON: If we do that, they'll never get back across.

[As she approaches, they all rise.]

ROBB: Well?

ASHTER: What did he say?

CATELYN: Lord Walder has granted your crossing.

[ROBB sighs in relief, exchanging a smile with GREATJON.]

CATELYN: His men are yours as well -

GREATJON: [surprised] Huh.

CATELYN: - less the 400 he will keep here to hold the crossing against any who would pursue you.

ROBB: And what does he want in return?

CATELYN: You will be taking on his son Olyvar as your personal squire. He expects a knighthood in good time.

ROBB: Fine fine.

[Brief pause. CATELYN has an irked look on her face indicating there's more to the bargain.]

ROBB: And?

CATELYN: [irritated] And Arya will marry his son Waldron when they both come of age.

[ASHTER laughs.]

ROBB: She won't be happy about that.

ASHTER: Definitely not.

[CATELYN nods in agreement. She still looks irked, indicating that there is still more to the bargain.]

ROBB: [confused] And?

CATELYN: [very reluctantly] And....when the fighting is done... you will marry one of his daughters. Whichever you prefer.

[THEON glances at ROBB.]

CATELYN: He has a number he thinks will be....suitable.

ROBB: I see. Did you get a look at his daughters?

[THEON snickers.]

CATELYN: I did.

ROBB: And...?

[Pause. ROBB, ASHTER, and THEON all stare expectantly at CATELYN.]

CATELYN: One was....

[She trails off. ROBB looks away, clearly not pleased. He glances at both THEON and ASHTER, who are both suppressing grins.]

CATELYN: Do you consent?

ROBB: Can I refuse?

CATELYN: Not if you want to cross.

[ROBB glances at GREATJON, CARMINE, and GARTH. GARTH nods at him. He then looks back at CATELYN.]

ROBB: Then I consent.

[He departs, ASHTER following him. As he does, THEON glances at CATELYN and chuckles.]

[ROBB's army is shown crossing the Trident.]

[Shift back to Castle Black. MAESTER AEMON is shown in Castle Black's rookery, chopping up meat. JON is shown entering and approaches AEMON.]

JON: Sam said you wanted to see me?

AEMON: I did indeed. Perhaps you would be kind enough to assist me.

[JON grabs a bowl of chopped meat.]

AEMON: Tell me, did you ever wonder why the men of the Night's Watch take no wives and father no children?

JON: No.

[He wanders over to one of the cages containing the ravens and starts throwing the pieces of meat in.]

AEMON: So they will not love. Love is the death of duty. If the day should ever come when your lord father was forced to choose between honor on the one hand and those he loves on the others, what would he do?

JON: He would do whatever was right, no matter what.

[JON looks upset as he continues feeding the ravens.]

AEMON: Then Lord Stark is one man in 10,000. Most of us are not so strong. What is honor compared to a woman's love? And what is duty against the feel of a newborn son in your arms? Or a brother's smile?

JON: [not looking at AEMON] Sam told you.

AEMON: We're all human. Oh, we all do our duty when there's no cost to it. Honor comes easy then.

[He wanders closer towards JON.]

AEMON: Yet, sooner or later, in every man's life, there comes a day when it is not easy. A day when he must choose.

[JON turns to face AEMON.]

JON: And this is my day? Is that what you're saying?

AEMON: Oh, it hurts, boy. Oh, yes. I know.

JON: [angry] You do not know! No one knows!

[He walks away angrily.]

JON: I may be a bastard, but he is my father, and Robb and Ashter are my brothers!

[AEMON slowly turns to face JON and chuckles. JON is staring at him incredulously, thinking AEMON is insulting him.]

AEMON: The gods were cruel when they saw fit to test my vows. They waited till I was old. What could I do when the ravens brought the news from the South: the ruin of my House, the death of my family? I was helpless, blind, frail. But, when I heard they had killed my brother's son, and his poor son, and the children! Even the little children!

[JON is at a loss for words.]

JON: Who are you?

AEMON: My father was Maekar, the First of His Name. My brother Aegon reigned after him when I had refused the throne. And he was followed by his son Aerys, whom they called the Mad King.

[JON is clearly in awe.]

JON: You're Aemon Targaryen....

AEMON: I'm a maester of the Citadel, bound in service to Castle Black and the Night's Watch.

[He places his hands on JON's shoulders.]

AEMON: [with a hint of sadness] I will not tell you to stay or go. You must make that choice yourself, and live with it for the rest of your days. As I have.

[AEMON departs. JON watches him leave, a look of awe still on his face.]

[Scene shifts to across the Narrow Sea, where KHAL DROGO's khalasar are travelling. At the front of the khalasar, DROGO appears to be semi-conscious, barely able to remain upright on his horse. DAENERYS, who is riding directly behind him, looks concerned.]

DAENERYS: [in Dothraki] My lord....

[DROGO does not respond.]

DAENERYS: [in Dothraki] My sun and stars...?

[DROGO again does not respond. DAENERYS looks very concerned.]

DAENERYS: Drogo.

[DROGO again does not respond. He finally collapses off his horse onto the ground. DAENERYS urgently gets off her horse and rushes to his side. One of his bloodriders also comes to his side.]

DROGO: [in Dothraki, delirious] My horse....blood of my blood....no, I must ride....

[QOTHO has ridden up to them.]

QOTHO: [in Dothraki] He fell from his horse. A Khal who cannot ride is no Khal.

DAENERYS: [in Dothraki] He's tired, that's all. He needs to rest. We've ridden far enough today. We'll camp here.

QOTHO: [in Dothraki] This is no place to camp. A woman does not give us orders. Not even a Khaleesi.

DAENERYS: [in Dothraki, firmly] We'll camp here. Tell them Khal Drogo commanded it.

QOTHO: [in Dothraki] You do not command me, Khaleesi.

[Brief pause as DAENERYS stares QOTHO down.]

DAENERYS: [in Dothraki] Find Mirri Maz Duur. Bring her to me.

QOTHO: [in Dothraki] The witch? I will bring you her head, Khaleesi.

DAENERYS: [in Dothraki, threateningly] Bring her to me unharmed or Khal Drogo will hear why you defied me.

[QOTHO defiantly remains where he is briefly, but finally, very reluctantly, rides off to do DAENERYS' bidding. DAENERYS remains by DROGO's side, looking worried.]

[Scene shifts to TYWIN LANNISTER's war camp in the Riverlands. We see TYRION walking through the camp towards TYWIN's command tent. TYWIN is shown seated at a table with KEVAN and several other bannermen.]

KEVAN: [to TYWIN] Won't Lord Montrose be joining us?

TYWIN: No. I've left him to rule Casterly Rock in my stead while I fight this war. But that's not important. What news is there about the Stark boy?

KEVAN: Our scouts tell us the Stark host has moved south from the Twins, with Lord Frey's levies in tow. They're a day's march north.

TYWIN: The boy may lack experience and sense, but he does have a certain mindless....provincial courage.

[TYRION enters the tent and sits down at the table. A servant goes to fill his glass with wine. TYWIN looks less than thrilled that TYRION has arrived.]

TYRION: Oh, do continue. Didn't mean to interrupt.

[TYWIN is eating in between talking to his advisors.]

TYWIN: I do hope your savages are going to be of some use; otherwise we've wasted good steel on them.

KEVAN: The great hairy one insisted he must have two battleaxes. Heavy black steel, double-sided.

TYRION: Shagga likes axes.

ANTHOR DAYNE: That's putting it mildly......

[TYRION turns to face ANTHOR, looking surprised to see him.]

TYRION: Ah, the great Anthor Dayne, the twin brother to the Sword of the Morning. You're a long way from home, Ser; what brings you to the Riverlands?

[ANTHOR raises an eyebrow at TYRION.]

TYWIN: Enough. When the battle commences, you and your wildlings will be in the vanguard.

[TYRION looks surprised and a little apprehensive.]

TYRION: The vanguard? Me and the tribesmen, on the front lines?

[TYWIN nods softly, and has a slight grin on his face. TYRION still looks apprehensive.]

KEVAN: They do seem rather ferocious.....

ANTHOR DAYNE: You have any experience in combat, Lord Tyrion?

TYRION: [annoyed, to ANTHOR] Perhaps you'd be kind enough to join me. [to KEVAN] Ferocious is putting it mildly. A Moon Brother stabbed a Stone Crow over a sausage. Three Stone Crows seized the Moon Brother and opened his throat. Bronn manage to keep Shagga from chopping off the dead man's cock, which was fortunate, but even still, Ulf is demanding blood money, which Shagga and Gunthor refuse to pay.

TYWIN: [sternly, but amused at the same time] When soldiers lack discipline, the fault lies with their commander.

TYRION: [frustrated] Surely there are ways to have me killed that would be less detrimental to the war effort!

TYWIN: There'll be no more discussion on the matter.

[There is a definite air of finality. TYWIN takes a drink of wine. TYRION looks defeated.]

TYRION: It appears I'm not hungry after all. Excuse me, my lords.

[He sets his glass down on the table and tosses the hunk of bread he was eating back on the plate, then quickly departs. TYWIN watches him leave, an annoyed look on his face.]

[TYRION is shown entering his tent. Waiting for him are BRONN and a scantily clad woman - a prostitute named SHAE. As TYRION enters and sees SHAE, he is clearly taken by her beauty, but he also looks a bit confused.]

TYRION: Where did you find one so pretty at this hour?

BRONN: I took her.

TYRION: Took her? From whom?

[TYRION begins pouring himself a drink.]

BRONN: From, uh, Ser...what's his name?

[He glances outside and points.]

BRONN: I don't know. Ginger cunt. Three tents down.

[SHAE is silent, simply observing the two men with a somewhat curious expression.]

TYRION: [skeptical] And he didn't have anything to say about it?

BRONN: [sheepishly] He said something....

[BRONN does not elaborate, but still has a sheepish look in his face. TYRION slowly turns back to face SHAE.]

TYRION: Well, the odds of me living long enough for him to retaliate have just dropped drastically. We'll be at the vanguard tomorrow.

[BRONN has a look on his face that clearly says 'Well, shit.']

BRONN: Oh, well.

[He sighs.]

BRONN: I, uh, I think I'll go and find myself one.

[He leaves.]

TYRION: Who are you?

SHAE: [with a foreign accent] Who would you like me to be?

TYRION: What did your mother call you?

[He takes a drink while waiting for her answer.]

SHAE: [playfully] Shae. What did your mother call you?

TYRION: My mother died giving birth to me.

SHAE: Is that why I'm here? So we can talk about our mothers?

TYRION: What sort of accent is that?

SHAE: Foreign.

[Brief pause.]

SHAE: What do you want from me?

TYRION: What do I want from you? I want you to share my tent, I want you to pour my wine, laugh at my jokes, rub my legs when they're sore after a day's ride. I want you to take no other man to bed for as long as we're together. And I want you to fuck me like it's my last night in this world...which it may well be.

[SHAE is smiling.]

SHAE: And what do I get?

TYRION: One - safety. No one will hurt you for as long as you're mine. Two - the pleasure of my company, which I have heard is spectacular.

SHAE: [jokingly] Who told you this? Women you paid?

TYRION: And three - more gold that you can spend if you lived a thousand years. Do you accept my proposal?

[SHAE does not immediately respond, though she continues to stare him down with a pleasant smile on her face. She then removes her top, exposing her breasts, and slowly approaches TYRION, straddling him and starting to kiss him.]

SHAE: Let's start with your last night in this world....

[She resumes kissing him.]

[Across the Narrow Sea, KHAL DROGO's khalasar have established camp. In DAENERYS' tent, DROGO is lying down in bed, DAENERYS at his side. With her also are DOREAH and IRRI. DROGO is sweating and mumbling deliriously in Dothraki; it is evident that he is quite ill. We see there is a patch of grass covering his chest wound, acting as a kind of bandage. DAENERYS looks worried. JORAH suddenly enters.]

JORAH: Khaleesi.

DAENERYS: Come.

[JORAH slowly approaches them, glancing worriedly at DROGO.]

DAENERYS: He's very strong. No one understands how strong he is.

[DROGO is still mumbling. JORAH takes out a knife and cuts away the grass patch covering DROGO's wound. The wound is now blackened and is much more sickly looking; it has obviously festered. JORAH has a sad look on his face.]

JORAH: He will die tonight, Khaleesi.

DAENERYS: [upset] He can't. He can't. I won't let him.

JORAH: [comforting] Even a queen doesn't have that power.

[Brief pause. JORAH stands again.]

JORAH: We must go quickly. I've heard there's a good port in Asshai -

[DAENERYS interrupts.]

DAENERYS: [firmly] I won't leave him.

JORAH: [pleadingly] He's already gone, Khaleesi.

[DROGO is still mumbling to himself, though much quieter.]

DAENERYS: Even if....

[She almost sobs, but holds it back.]

DAENERYS:....even if he dies, why would I run? I am Khaleesi, and my son will be Khal after Drogo!

JORAH: [solemn] This isn't Westeros, where men honor blood. Here, they only honor strength. There will be fighting after Drogo dies. Whoever wins that fight will be the new Khal. He won't want any rivals. Your boy will be plucked from your breast and given to the dogs.

DAENERYS: [with an air of finality] I won't leave him.

[MIRRI MAZ DUUR enters, followed by QOTHO. She bows to DAENERYS before going over to look at DROGO's wound.]

MIRRI MAZ DUUR: The wound has festered.

QOTHO: [in Dothraki] You did this, witch.

[He starts to pull out a knife.]

DAENERYS: [to QOTHO, in Dothraki] Stop it! I don't want her hurt!

[QOTHO looks incredulous.]

QOTHO: [in Dothraki] No? No? You don't want her hurt? Pray we don't hurt you, too. You let this witch put her hands on our Khal.

[He kicks MIRRI.]

JORAH: [to QOTHO, in Dothraki] Rein in your tongue. She is still your Khaleesi.

[QOTHO loses his temper, having had enough.]

QOTHO: [screaming, in Dothraki] Only while the blood of my blood lives! When he dies, she is nothing.

[DAENERYS looks infuriated at this comment. She stands.]

DAENERYS: [furiously, in Dothraki] I have never been nothing. I am the blood of the dragon!

QOTHO: [derisively, in Dothraki] The dragons are all dead, Khaleesi.

[He glances from DROGO to JORAH before leaving the tent. JORAH warily watches him go.]

DAENERYS: [to JORAH] I think you should wear your armor tonight, Ser.

JORAH: I think you're right.

[JORAH leaves the tent.]

MIRRI MAZ DUUR: You've saved me once more.

DAENERYS: And now you must save him.

MIRRI MAZ DUUR: He's beyond the healer's skills. All I can do is ease his path.

DAENERYS: [desperate] Save him and I will free you, I swear it! You must know a way. Some...some magic....

[On the word "magic", MIRRI gets a look on her face indicating that an idea has just come to her.]

MIRRI MAZ DUUR: There is a spell....some would say death is cleaner.

[DAENERYS turns her gaze back to DROGO. He is no longer mumbling, but his eyes are now glazed over and his breathing has become labored.]

DAENERYS: Do it. Save him.

MIRRI MAZ DUUR: There is a price.

DAENERYS: You'll have gold, whatever you want -

MIRRI MAZ DUUR: It's not a matter of gold; this is blood magic. Only death pays for life.

[DAENERYS looks suddenly grave. She slowly looks back at MIRRI.]

DAENERYS: My death?

[MIRRI hesitates before she speaks again.]

MIRRI MAZ DUUR: [comforting] No, not your death, Khaleesi.

[She glances back at DROGO.]

MIRRI MAZ DUUR: Bring me his horse.

[DAENERYS nods to DOREAH, who leaves the tent to relay the order. DAENERYS looks back at DROGO, gripping his hand.]

[Outside, RAKHARO and two other bloodriders have gotten DROGO's horse. As they get closer to DROGO's tent, the horse suddenly begins neighing frantically and resists going any further. They cut a hole in the side of the tent and, albeit with difficulty, they usher the horse into the tent. Both DAENERYS and IRRI move out of the way to make room for the horse. It is still resisting. MIRRI is shown taking out a bronze dagger. RAKHARO goes over to stand by DAENERYS and IRRI.]

RAKHARO: Khaleesi, do not do this thing! Let me kill this witch.

DAENERYS: Kill her and you kill your khal!

[RAKHARO is visibly scared.]

RAKHARO: This is blood magic. It is forbidden!

[MIRRI is shown marking her forehead with ash. The horse is still neighing frantically.]

DAENERYS: [firmly] I am your Khaleesi. I tell you what is forbidden.

[MIRRI is heard chanting in a strange language, walking slowly towards the horse. She has a sinister grin on her face. As she gets closer to the horse, it appears to calm down.]

MIRRI MAZ DUUR: [to the others in the tent] Go. Now.

DAENERYS: [to RAKHARO] Take her and leave.

[RAKHARO still looks scared.]

RAKHARO: Huh-uh.

DAENERYS: [firmly] Take her!

[RAKHARO very reluctantly leads IRRI out of the tent. MIRRI glances back at DAENERYS.]

MIRRI MAZ DUUR: You must go also, lady. Once I begin to sing, no one must enter the tent. The dead will dance here tonight.

[DAENERYS glances back at DROGO. His eyes are closed now, and his breathing is much slower. She softly strokes his forehead.]

DAENERYS: No one will enter.

[MIRRI suddenly slits the throat of DROGO's horse, splattering blood all over herself, DROGO, and DAENERYS. The horse falls to the ground with a thud.]

DAENERYS: Bring him back to me.

[DAENERYS turns and slowly exits the tent. The two other bloodriders and the dying horse remain in the tent with MIRRI, who begins singing eerily in a strange language. As she exits the tent, DAENERYS finds the rest of the khalasar waiting for her. Some of them back away from her as she approaches them. JORAH, who is now wearing heavy steel armor, enters from nearby, looking horrified.]

JORAH: What have you done?

DAENERYS: I have to save him.

[JORAH places a hand on her shoulder.]

JORAH: We could have been 10 miles away from here by now, on the way to Asshai. You would have been safe.

[A demonic, guttural screeching is suddenly heard coming from DROGO's tent. Both DAENERYS and JORAH look back in shock. QOTHO suddenly emerges from the khalasar, his arakh drawn, looking just as horrified.]

QOTHO: [in Dothraki] This must not be!

DAENERYS: [in Dothraki] This must be.

QOTHO: [in Dothraki] Witch!

RAKHARO: Mra Qothoon vosaan -

[RAKHARO tries to pull QOTHO back, but he elbows him out of the way.]

DAENERYS: [in Dothraki] No, you can't!

[She tries to block QOTHO, but he shoves her out of the way, causing her to fall right on her stomach. IRRI immediately rushes to her side. She immediately begins hyperventilating.]

IRRI: Khaleesi?!

[QOTHO advances towards DROGO's tent.]

JORAH: [in Dothraki] No further, horselord!

[He draws his sword and assumes a fighting stance. MIRRI's eerie singing is still heard in the background. JORAH and QOTHO stare each other down for several minutes before QOTHO finally comes running at JORAH with his arakh. JORAH blocks him and shoves him away, then aims an uppercut at him, which QOTHO blocks. QOTHO then manages to slash JORAH's face. QOTHO swings at JORAH twice more, but JORAH is able to block him. QOTHO aims again at JORAH's head, but JORAH ducks under and around him. QOTHO then leaps into the air and brings his arakh down on JORAH with a downward slash. JORAH blocks this, but the force of the move knocks him down. JORAH manages to stand, and after a moment, QOTHO swings at JORAH's abdomen, but his arakh gets stuck in JORAH's armor. QOTHO desperately tries to pull it out, but to no avail. JORAH then slices open QOTHO's temple, which finally kills him.

JORAH: Are you hurt?

DAENERYS: The baby is coming...

JORAH: Fetch the midwives.

RAKHARO: They will not come. They say she is cursed.

JORAH: They'll come or I'll have their heads.

RAKHARO: The witch—She can bring baby. I hear her say so.

[Cut to CASTERLY ROCK, TYRION, BRONN and SHAE are playing a game using a small match of fire against skin.]

SHAE: Are you in agony, my lion?

TYRION: No.

SHAE: You look like you're in agony. The fire is burning your pretty soft skin.

TYRION: Ah! Damn you, woman. Are you immune to pain?

SHAE: Just used to it.

BRONN: Drink. [He offers TYRION a cup of wine.]

TYRION: Let's play a new game.

BRONN: There's a Braavosi knife game I could teach you.

TYRION: Does it involve the potential for losing fingers?

BRONN: Not if you win.

TYRION: No! No fire games, no knife games. Let's do something I'm good at.

SHAE: What are you good at?

TYRION: I happen to be a great judge of character.

BRONN: This sounds like a boring game.

TYRION: It's not. Here's how it works. I make a statement about your past. If I'm right, you drink. If I'm wrong, I drink. And no lying. I'll know if you're lying.

SHAE: I don't want to play this game.

TYRION: Fine. Bronn first. [He faces BRONN.] Your father beat you.

[BRONN drinks.]

BRONN: But my mother hit harder.

TYRION: You killed your first man before you were 12.

BRONN: It was a woman.

[TYRION drinks. BRONN looks at SHAE.]

BRONN: She swung an axe at me.

TYRION: You've been North of the Wall.

[BRONN drinks.]

SHAE: What brought you up there?

BRONN: Work.

TYRION: And you once loved a woman many years ago, but it turned out badly so you've never let yourself love again. Oh, wait... that's me. Your turn, my mysterious foreign beauty.

SHAE: I don't want to play.

TYRION: It's fun! Look at the fun we're having. Your mother was a whore.

SHAE: Drink.

[TYRION drinks.]

TYRION: Your father left the family when you were very young, never to return.

SHAE: Drink.

TYRION: Have we established the rules about lying?

SHAE: Drink!

[He drinks.]

TYRION: You wanted a different life. You came from somewhere and wanted to be elsewhere.

BRONN: The whole shit-stained world could drink off that one.

TYRION: So.. specifics. You wanted to be elsewhere, but how would you get there? I don't believe the life of the Silent Sisters is for you. So what's a lowborn girl to do?

SHAE: Drink.

TYRION: Are you sure—SHAE: Drink! And don't talk about my mother and father ever, or I will carve your eyes from your head.

[TYRION and BRONN exchange looks.]

TYRION: My dear lady, if I have offended you, I apologize.

SHAE: My turn.

TYRION: Fine, fine. Ask away. Try to penetrate the enigma that is me.

SHAE: Who were you in love with?

TYRION: That's not how the game works!

SHAE: I don't care the way the game works.

BRONN: Our lord here used to be married.

SHAE: Married?

TYRION: How did you hear that?

BRONN: You hear lots of things playing with dice with Lannister soldiers.

TYRION: Another night, perhaps.

SHAE: Not another night. This night.

TYRION: It's not a pleasant story.

SHAE: Maybe I will cry.

BRONN: I'm guessing the lady and I can tell more unpleasant stories than your lordship.

TYRION: So I was 16. My brother Jaime and I were riding, when we heard a scream. She ran out onto the road, clothes half torn off, with two men on her heels. Jaime scared away the men easily enough, while I wrapped her in my cloak. She was too scared to send off on her own, so while Jaime hunted down the rapers... I took her to the nearest inn and fed her. Her name was Tysha. She was a wheelwright's orphan. And she was hungry. Together we finished off three chickens and a flagon of wine. Impossible as it seems, there was a time when I was unaccustomed to wine. I forgot how afraid I was around girls how I was always waiting for them to laugh at me or look away embarrassed, or ask me about my tall, handsome brother.

TYRION: I forgot about everything but Tysha. And somehow I found myself in her bed.

BRONN: For three chickens, I should hope so.

TYRION: It didn't last long. I didn't know what the hell I was doing. But she was good to me. She kissed me afterwards and sang me a song. And by morning I was deep enough in love to ask for her hand. A few lies, gold coins, one drunken septon and there you have it—man and wife. For a fortnight anyway, until the septon sobered up and told my father.

BRONN: I imagine that was the end of all that.

TYRION: Not quite. First, my father had Jaime tell me the truth. The girl was a whore, you see. Jaime had arranged the whole thing—the road, the rapers... all of it. He thought it was time I had a woman. After my brother confessed my father brought in my wife and gave her to his guards. He paid her well—a silver for each man. How many whores command that kind of price? He brought me into the barracks and made me watch. By the end, she had so much silver that the coins were slipping through her fingers and rolling onto the floor.

BRONN: I would have killed the man who did that to me.

SHAE: You should have known she was a whore.

TYRION: Really? I was 16, drunk and in love.

SHAE: A girl who was almost raped doesn't invite another man into her bed two hours later.

TYRION: As I said. Young and stupid.

SHAE: You are still young and stupid.

[She climbs on top of him, the two then kiss while BRONN awkwardly rises up and departs.]

[The next morning, TYRION and SHAE lay asleep. They are woken up by BRONN. BRONN hands him his helmet.]

TYRION: What do you want?

BRONN: You're sleeping through the war.

TYRION: What?

BRONN: They stole a night's march on us. They're a mile north.

[BRONN leaves the tent.]

TYRION: Get my squire!

BRONN: You don't have a squire.

TYRION: If I die, weep for me.

SHAE: You'll be dead. How will you know?

TYRION: I'll know.

[TYRION walks out, dressed in armor. BRONN appears by his side.]

BRONN: Stay low. If you're lucky, no one will notice you.

TYRION: I was born lucky. Tribesmen of the Vale! Gather around! Stone crows! Black Ears! Burned Men! Moon Brothers!

TRIBESMEN: And Painted Dogs!

TYRION: And Painted Dogs! Your dominion over the Vale begins now! Onward, claim what is yours!

[The TRIBESMEN cheer for TYRION.]

TYRION: To battle!

[The Tribesmen charge, and TYRION is hit in the head by a sledgehammer, and he is knocked out. He wakes up on a stretcher, with BRONN next to him.]

BRONN: You're a shit warrior.

TYRION: I'm alive?

BRONN: You're alive.

TYRION: Did we win?

BRONN: We wouldn't be having this conversation if we didn't.

TYRION: How did our tribesmen do?

BRONN: Yeah, good.

TYRION: It's nice to see them getting along.

TYWIN: You're wounded.

TYRION: Good of you to notice. I hear we won.

TYWIN: Huh! The scouts were wrong. There were 2,000 Stark bannermen, not 20.

TYRION: Did we get the Stark boy, at least?

TYWIN: He wasn't here.

TYRION: Well, where was he?

TYWIN: With his other 18,000 men.

TYRION: And where are they?

[CATELYN and SER RODRIK CASSEL are waiting for ROBB and his bannermen.]

RODRIK: We should go, my Lady.

CATELYN: No.

RODRIK: My lady!

[ROBB, ASHTER and the soldiers return and CATELYN cries of joy.]

[The scene cuts to JAIME LANNISTER being thrown to the ground.]

ROBB: By the time they knew what was happening, it had already happened.

JAIME: Lady Stark. I'd offer you my word, but I seem to have lost it.

CATELYN: It is not your sword I want. Give me my daughters back. Give me my husband.

JAIME: I've lost them too, I'm afraid.

THEON: Kill him, Robb. Send his head to his father. He cut down ten of our men. He killed Lord Rutherford. You saw him.

ASHTER: You kill this blonde fucker, and they kill Father, maybe Sansa and Arya too.

ROBB: Ashter's right. He's more use to us alive than dead.

ASHTER: Put him in irons. Let him sit in his own shit.

JAIME: We could end this war right now, boy, save thousands of lives. You fight for the Starks, I fight for the Lannisters. Swords or lances, teeth, nails—choose your weapons and let's end this here and now.

ROBB: If we do it your way, Kingslayer—You'd win. We're not doing it your way.

GREATJON: Come on, pretty man.

ROBB: [guilty] I sent 2,000 men to their graves today.

THEON: The bards will sing songs of their sacrifice.

ROBB: Aye. But the dead won't hear them. One victory does not make us conquerors. Did we free my father? Did we rescue my sisters from the Queen? Did we free the North from those who want us on our knees? This war is far from over.

[ARYA grabs a bird. She faces a salesman selling food.]

ARYA: Can I have one? A lemon one—or any of them.

SALESMAN: Three coppers.

ARYA: How about a nice fat pigeon?

SALESMAN: Piss off, now. Go on.

ARYA: Do you have any stale ones from yesterday? Or any burnt ones?

SALESMAN: Piss off!

[Bells ring and everyone runs.]

ARYA: Where's everyone going? What's happening?

BOY: They're taking him to the Sept of Baelor!

ARYA: Who?

BOY: The Hand of the King!

[ARYA drops the pigeon and follows the citizens. She climbs onto the statute of Baelor and watches.]

[NED is brought out by two men of the City Watch. NED notices ARYA, speaks to YOREN while the crowd yells: Trator! Coward!]

NED: Baelor!

[YOREN notices ARYA. The CROWD quiets as NED is brought before the city.]

NED: I am Eddard Stark. Lord of Winterfell. And Hand of the King. [He looks to SANSA, who nods to him.]

NED: I come before you to confess my treason in the sight of Gods and Men. I betrayed the faith of my King and the trust of my friend Robert. I swore to protect and defend his children, but before his blood was cold I plotted to murder his son.... and seize the Throne for myself.

[The Crowd yells angrily, someone throws an object at NED. He drifts backwards, but is caught by SANDOR CLEGANE, who pushes him forward.]

NED: Let the high Septon and Baelor the blessed bear witness to what I say: Joffrey Baratheon is the one true heir to the Iron Throne, by the Grace of all his gods, Lord of the Seven Kingdoms and Protector of the Realm.

PYCELLE: As we sin... so do we suffer. This man has confessed his crimes in sight of gods and men. The gods are just but beloved Baelor taught us that they can also be merciful. What is to be done with this traitor, Your Grace?

[The Crowd yells, then JOFFREY raises her hand to silence them.]

JOFFREY: My mother wishes me to let Lord Eddard join the Night's Watch. Strippled of all titles and powers, he would serve the realm in permanent exile. And my Lady Sansa has begged mercy for her father. But they have the soft hearts of women, as long as I am your King, treason shall never go unpunished. Ser Ilyn, bring me his head!

CERSEI: Joffrey, no!

SANSA: No, please, stop!

[ARYA tries to run to her father, but she is stopped by YOREN.]

YOREN: Don't look!

ARYA: Let me go!

YOREN: Shut your mouth! Look at me!

[SANSA cries out while a man of the City's Watch holds her back. CERSEI looks on, worried about what comes next, knowing that JOFFREY's mind has been made up. SER ILYN PAYNE draws ICE and approaches to LORD EDDARD.]

[NED looks over at SANSA and then looks at the crowd.]

SANSA: Stop!

[NED looks back at the Baelor statue, to see that ARYA is no longer there. NED bows his head, mutters something, then shuts his eyes, then SER ILYN decapitates NED STARK. ARYA looks to the sky as birds flutter. She shuts her eyes. Fade to black.]

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