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[Episode opens at ARYA and SYRIO's training area. ARYA is at her dancing lesson as usual.]

SYRIO: Yah! Left high, left low.

[Elsewhere in the Red Keep, Lannister guards are still fighting Stark guards. The Lannister forces are clearly winning.]

[Back at ARYA's dancing lesson.]

SYRIO: Right low, lunge right.

[ARYA is very clearly improved in her swordplay.]

[Outside, several servants, being lead by the Stark's steward VAYON POOLE, are loading the Starks' belongings into a carriage.]

VAYON POOLE: If you break anything, the Septa will have my head.

[More Lannister men come charging towards POOLE and the others.]

VAYON POOLE: What is - ?

[A Lannister soldier runs POOLE through with a spear, killing him. The soldiers proceed to kill the other servants.]

[Back in the Red Keep, SANSA is seen walking down a hallway with SEPTA MORDANE.]

SEPTA MORDANE: Your sister knew perfectly well we were to leave today. How she could forget -

SANSA: She didn't forget. She's with her dancing master; she's with him every morning. She always comes back with scrapes and bruises. She's so clumsy.

SEPTA MORDANE: Hush!

[A commotion is heard near by. SEPTA MORDANE seems alarmed.]

SEPTA MORDANE: [scared] Go back to your room. Bar the doors and do not open them for anyone you do not know.

SANSA: [also scared] What is it? What's happening?

SEPTA MORDANE: Do as I told you. Run!

[SANSA does so. Another group of Lannister soldiers comes around the corner. SEPTA MORDANE sees their bloody swords and approaches them slowly, a look of shock and fear on her face.]

[Back at ARYA's training.]

SYRIO: This way! Left, right. Rah!

[SYRIO goes left instead of right and knocks ARYA's sword out of her hand.]

SYRIO: Now you are dead.

ARYA: [confused] You said right, but you went left.

SYRIO: [matter-of-factly] And now you are a dead girl.

ARYA: Only 'cause you lied.

SYRIO: My tongue lied. My eyes shouted the truth. You were not seeing.

ARYA: [irritated] I was so! I watched, but you - !

SYRIO: Watching is not seeing, dead girl. The seeing - the true seeing - that is the heart of swordplay.

[The door suddenly opens. A group of Lannister soldiers, lead by SER MERYN TRANT of the Kingsguard, enters.]

MERYN: Arya Stark, come with us. Your father wants to see you.

[ARYA starts to go to them, but SYRIO holds her back.]

SYRIO: [suspicious] And why is it that Lord Eddard is sending Lannister men in place of his own? I am wondering.

MERYN: Mind your place, dancing master. This is no concern of yours.

ARYA: [also suspicious] My father wouldn't send you.

[MERYN looks on, looking slightly annoyed. ARYA goes over to pick up her practice sword.]

ARYA: And I don't have to go with you if I don't want.

[She points her sword at him. MERYN laughs at her mockingly.]

MERYN: [to his men] Take her.

[The soldiers start to advance on ARYA and SYRIO.]

SYRIO: Are you men or snakes, that you would threaten a child?

SOLDIER: Get out of my way, little man.

SYRIO: I am Syrio Forel -

SOLDIER: Foreign bastard....

[The SOLDIER draws his sword, but before he can strike, SYRIO attacks him and knocks him down with his practice sword.]

SYRIO: - and you will be speaking to me with more respect.

[SYRIO turns to face the other soldiers and MERYN, facing down with the wooden sword.]

MERYN: Kill the Braavosi. Bring the girl.

SYRIO: Arya child, we are done with dancing for the day. Run to your father.

[ARYA doesn't budge, but she looks worried. The Lannister soldiers begin attacking SYRIO, but he is able to fight all of them off with his wooden sword. knocking them all out. He then turns to face MERYN.]

MERYN: Bloody oafs.

[MERYN draws his own sword.]

SYRIO: Be gone now, Arya.

[ARYA appears to be on the brink of tears.]

ARYA: Come with me! Run!

[SYRIO continues to stare down MERYN.]

SYRIO: [determined] The First Sword of Braavos does not run.

[MERYN moves in to strike SYRIO. They briefly duel, and in the process, MERYN chops the wooden sword in half. SYRIO continues to defiantly stare down MERYN.]

SYRIO: [to ARYA] What do we say to the God of Death?

ARYA: Not today.

SYRIO: Go.

[ARYA runs off. SYRIO continues staring down MERYN. As ARYA runs down a nearby hallway, she hears screams and sees the silhouettes of other people fighting from other rooms. She looks scared, but continues on.]

ARYA: Not today....not today.....

[Elsewhere in the Red Keep, SANSA continues running back to her room, when THE HOUND comes from around the corner at the other end of the hallway. He slowly walks towards her.]

SANSA: [scared] Stay away from me. I'll tell my father. I'll...I'll tell the Queen.

[THE HOUND chuckles sinisterly.]

THE HOUND: Who do you think sent me?

[ARYA has now arrived at the stables, where she arrives at the Stark carriage, surrounded by the corpses of the servants killed earlier. All of the Starks' belongings are thrown on the ground. She slowly approaches the scene.]

ARYA: Needle.

[She begins looking through a chest for Needle. A STABLE BOY suddenly appears behind her.]

STABLE BOY: There she is.

ARYA: What do you want?

[She continues looking through the chest.]

STABLE BOY: I want you, wolf girl. Come here.

ARYA: Leave me be. My father's a lord. He'll reward you.

STABLE BOY: She'll reward me, the Queen!

[The STABLE BOY goes over to grab ARYA. She's finally found Needle.]

ARYA: Stay away!

[She goes to push him away, but accidently runs him through the stomach with Needle, killing him. Horrified, ARYA runs away.]

[Scene shifts to the Black Cells of the Red Keep, where we see NED imprisoned. It is completely dark. Suddenly, a door is opened, light flows in, and someone is heard approaching. NED looks in the direction of the light, and a hooded person is walking towards him carrying a torch. When the person gets closer, it is revealed to be VARYS.]

VARYS: Lord Stark, you must be thirsty.

[He kneels beside NED and offers him a skin of water.]

NED [confused] Varys?

[VARYS continued to offer the water, but NED does not take it.]

VARYS: I promise you, it isn't poisoned. Why is it no one ever trusts the eunuch?

[He drinks from it to prove himself. Afterwards he again offers it to NED. NED, who is handcuffed by the wrists, takes the skin and drinks from it rather quickly.]

VARYS: Not so much, My Lord. I would save the rest, if I were you. Hide it; men have been known to die of thirst in these cells.

NED: What about my daughters?

VARYS: The younger one seems to have escaped the castle. Even my little birds cannot find her.

[NED looks relieved that ARYA is seemingly safe for the time being.]

NED: And Sansa?

VARYS: Still engaged to Joffrey. Cersei will keep her close. The rest of your household, though....all dead, it grieves me to say. I do so hate the sight of blood.

NED: [bitter] You watched my men being slaughtered and did nothing.

VARYS: [obviously] And would again, My Lord. I was unarmed, unarmored and surrounded by Lannister swords. When you look at me, do you see a hero?

[The bitterness has not left NED's face. He says nothing and takes a drink from the skin.]

VARYS: What madness led you to tell the Queen you had learned the truth about Joffrey's birth?

NED: The madness of mercy. That she might save her children.

VARYS: Ah, the children. It's always the innocents who suffer. It wasn't the wine that killed Robert, nor the boar. The wine slowed him down and the boar ripped him open, but it was your mercy that killed the King.

[NED glances at VARYS, looking thoughtful, but also still looking bitter.]

VARYS: I trust you know you're a dead man, Lord Eddard?

[Pause.]

NED: The Queen can't kill me. Cat holds her brother.

[NED takes another drink.]

VARYS: The wrong brother, sadly. And lost to her. Your wife has let the Imp slip through her fingers.

[NED looks shocked, then hopeless.]

NED: If that's true, then slit my throat and be done with it.

VARYS: Not today, My Lord.

[VARYS stands up and starts to leave.]

NED: Tell me something, Varys: who do you truly serve?

[VARYS turns back to face NED, who still looks bitter.]

VARYS: The realm, My Lord. Someone must.

[VARYS leaves the Black Cells, once again leaving NED alone and in total darkness.]

[Scene shifts to Castle Black, where SAM is shown dragging two corpses into Castle Black's main courtyard. Several black brothers, including LORD COMMANDER MORMONT and SER JARAN, enter the area. MORMONT stands by the bodies to inspect them. OTHELL YARWYCK is present too; JON is seen standing next to him, and KONRAD is standing next to JON.]

JARAN: You recognize them, Commander Mormont?

MORMONT: It's Othor, without a doubt.

OTHELL YARWYCK: The other one is Jafer Flowers, My Lord, less the hand the wolf tore off.

MORMONT: Any sign of Benjen or the rest of his party?

[YARWYCK shakes his head. SAM leans in to smell the corpses, a confused look on his face.]

JON: Just these two, My Lord. Been dead awhile, I'd say.

JARAN: By the looks of 'em, I'm surprised there's still something left. You'd think they'd be nothing but bone and dust by now.

MORMONT: Mmm....

SAM: The smell.

[Both YARWYCK and KONRAD lean in to smell the corpses.]

OTHELL YARWYCK: What smell?

SAM: [still confused] There is none. If they'd be dead for a long time, wouldn't there be rot?

[MORMONT glances back at the bodies suspiciously.]

JON: We should burn them.

KONRAD: Yeah, I agree with Jon.

OTHELL YARWYCK: Snow's not wrong, My Lord. Fire will do for them. The Wildling way.

MORMONT: I want Maester Aemon to examine them first. [to SAM] You may be a coward, Tarly, but you're not stupid. Get them inside.

OTHELL YARWYCK: [to another black brother] You heard him.

[He shoves another black brother towards the bodies. They begin gathering them up. An older black brother calls to MORMONT.]

BLACK BROTHER 1: Lord Commander, Maester Aemon awaits you in his chambers. A raven from King's Landing.

[MORMONT leaves the courtyard. The bodies are seen being taken away.]

BLACK BROTHER 2: Come on, move 'em out.

[JON, JARAN and KONRAD remain in the courtyard and watch the bodies being taken away.]

JON: We should have burned them straight away.

KONRAD: I agree. Something seems off about those bodies.

JARAN: You both think so too?

KONRAD: Yeah. It's like Sam said - there'd be rot if they'd been dead for a while. And you're right, Ser Jaran - there should be barely anything left of them.

JARAN: The sooner Maester Aemon inspects them and we can do just that - the better. You too had better get back to any tasks you have.

[JARAN leaves. JON and KONRAD go their separate ways.]

[MORMONT is in his chambers, reading a letter. JON enters.]

MORMONT: Bring me a horn of ale, Snow, and pour one for yourself.

[JON goes over and takes a jug of ale, then grabs two horns and begins pouring.]

MORMONT: The King is dead.

[JON looks surprised. He finishes pouring the ale and goes over with the two horns, giving one to MORMONT.]

JON: Is there any word of my father?

MORMONT: Sit.

[JON sits.]

MORMONT: Lord Stark has been charged with treason. They say he conspired with Robert's brothers to deny the throne to Prince Joffrey.

[JON looks grave. He holds out a hand, asking for the letter. MORMONT gives it to him, and he begins reading. MORMONT watches him, an expectant look on his face. After JON is done reading, he abruptly stands up and heads for the door.]

MORMONT: I hope you're not thinking of doing anything stupid. Your duty lies here now.

[JON stops. He looks worried.]

JON: My sisters were in King's Landing too.

[MORMONT hesitates before he speaks.]

MORMONT: I'm sure they'll be treated gently.

[JON still looks worried.]

[Scene shifts to the Red Keep, CERSEI's chambers. SANSA is seated in front of CERSEI, and standing behind her are LITTLEFINGER, VARYS, and GRAND MAESTER PYCELLE.]

VARYS: Your father has proved to be an awful traitor, dear.

[SANSA looks around at them all, looking a bit confused.]

PYCELLE: [somewhat sternly] King Robert's body was still warm when Lord Eddard began plotting to steal Joffrey's rightful throne.

SANSA: [shocked, to PYCELLE] He wouldn't do that. He knows how much I love Joffrey; he wouldn't. [to CERSEI] Please, Your Grace, there's been a mistake. Send for my father. He'll tell you, the King was his friend.

CERSEI: Sansa, sweetling, you are innocent of any wrong; we know that. Yet you are the daughter of a traitor. How can I allow you to marry my son?

PYCELLE: A child born of a traitor's seed is no fit consort for our King. She is a sweet thing now, Your Grace, but in 10 years who knows what treasons she may hatch?

SANSA: [pleading] No, I'm not! I'll be a good wife to him, you'll see. I'll be a Queen just like you, I promise. I won't hatch anything.

[CERSEI appears to be deep in thought.]

LITTLEFINGER: The girl is innocent, Your Grace. She should be given a chance to prove her loyalty.

[SANSA looks from LITTLEFINGER to CERSEI. CERSEI sighs.]

CERSEI: Little Dove, you must write to Lady Catelyn and your brother, the eldest; what's his name?

SANSA: Robb.

CERSEI: Word of your father's arrest will reach him soon, no doubt. Best it comes from you. If you would help your father, urge your brother to keep the King's peace. Tell him to come to King's Landing and swear his fealty to Joffrey.

[All of them stare at SANSA expectantly. SANSA looks uncertain.]

SANSA: If...if I could see my father, talk to him about...

CERSEI: You disappoint me, child. We have told you of your father's treason; why would you want to speak to a traitor?

SANSA: [timidly] I only meant that...what will happen to him?

CERSEI: That depends.

SANSA: On...on what?

CERSEI: On your brother.

[CERSEI hands SANSA a quill and parchment]

CERSEI: And on you.

[SANSA pauses before taking the quill.]

[Scene shifts to Winterfell. ROBB is in the great hall reading SANSA's letter. MAESTER LUWIN and ASHTER are standing beside him, and THEON is sitting at the table.]

ROBB: "Treason?"

ASHTER: No, I don't believe it. Father would never betray anyone, let alone the king; they were best friends.

ROBB: [to LUWIN] Sansa wrote this?

LUWIN: It is your sister's hand, but the Queen's words. You are summoned to King's Landing to swear fealty to the new King.

ROBB: Joffrey puts my father in chains, now he wants his ass kissed?

ASHTER: That pampered little shit.....

[ROBB glances warningly at ASHTER, who stops talking. They both then look at LUWIN.]

LUWIN: This is a royal command, My Lord. If you should refuse to obey -

[ROBB interrupts.]

ROBB: I won't refuse. His Grace summons me to King's Landing, I'll go to King's Landing. But not alone.

[ROBB folds the letter up and hands it to LUWIN.]

ROBB: Call the banners.

[Both ASHTER and THEON grin.]

LUWIN: All of them, My Lord?

ROBB: They've all sworn to defend my father, have they not?

LUWIN: They have.

ROBB: Now we see what their words are worth.

LUWIN: Yeah....

[LUWIN gives a small nod and walks away. ROBB sits down next to THEON while ASHTER remains standing.]

ROBB: [to ASHTER] Go with Maester Lwuin, Ash. He'll probably need help.

ASHTER: You got it, Robb.

[He claps ROBB on the shoulder and leaves after LUWIN.]

THEON: Are you afraid?

[ROBB glances at his hand. It is shaking.]

ROBB: I must be.

THEON: Good.

ROBB: [confused] Why is that good?

THEON: It means you're not stupid.

[ROBB looks determined. Quick cut to the outside of Winterfell, where hundreds of ravens are shown being released into the sky.]

[Scene shifts to Helgen, the rookery. MAESTER VAHAELOR is shown feeding the other ravens there when one flies in, holding a letter. He goes over to retrieve the letter and opens it, briefly reading through it. His eyes widen in shock.]

[Quick cut to VAHAELOR rushing towards the great hall, where he is being followed by DUNCAN CATELL.]

VAHAELOR: Lord Dragen!

[He enters the hall, where GARTH, ALISE, ETHAN, and LUCIUS are all waiting for him.]

VAHAELOR: This just came from Winterfell.

DUNCAN: Robb Stark has called in his bannermen.

LUCIUS: And why is that?

[VAHAELOR hands the letter to GARTH.]

VAHAELOR: Everything you need to know is in this letter, my lord.

[GARTH takes the letter and begins reading.]

GARTH: King Robert is dead?

DUNCAN: Aye. A boar mauled him during a hunt.

GARTH: Hmmmm....

[GARTH continues reading.]

GARTH: "Ned Stark has been accused of conspiring with Stannis and Renly Baratheon and has been imprisoned for treason and conspiracy."

LUCIUS: But Lord Eddard is too honorable - and too smart - to pull something like that.

DUNCAN: That's why Robb's called the banners. I don't blame the lad at all.

[GARTH finishes reading and folds up the letter, putting it in his pocket.]

GARTH: Neither do I. Duncan, Ethan.....help me gather the men. In two hours, we ride for Winterfell.

[He then turns to LUCIUS.]

GARTH: Lucius, I'm naming you acting Lord of Helgen in my stead while I'm away.

[LUCIUS smiles. Both DUNCAN and ETHAN look concerned.]

DUNCAN: Ah, Garth....can I ask you something?

[He pulls GARTH aside to speak to him privately. ETHAN and ALISE join them. LUCIUS tries to eavesdrop from where he is standing.]

DUNCAN: I don't think it's wise leaving him in charge of Helgen. You know how dangerous that boy is. I'll stay here; I don't need to go with you. I'm Castellan, after all.

GARTH: We could be away for a while, Duncan. I need you to help me lead our men. [to ETHAN] And Ethan, you're the best soldier I know. If anyone needs to be on the battlefield with us, it's you. I understand your concerns, but having these newfound responsibilities will maybe teach Lucius some restraint.

ALISE: And both Vahaelor and I will be here. We can keep him in check.

DUNCAN: Are you sure?

ALISE: We will teach Lucius restraint and responsibility. We will make him see that he can't get away with all the things he's been doing if he's lord.

[ETHAN sighs.]

ETHAN: I hope you're right, Alise.

[GARTH, DUNCAN, and ALISE all leave the great hall. ETHAN glances worriedly at LUCIUS, who is now conversing with VAHAELOR, then leaves as well.]

VAHAELOR: We have a lot to go over now that your lord, Lucius.

[LUCIUS grins.]

VAHAELOR: It's your duty now as lord to lead Helgen in your father's absence.

LUCIUS: You can guarantee that I will do that, maester.

VAHAELOR: Come with me, we have much to discuss.

[VAHAELOR leaves the great hall. LUCIUS follows him.]

[Shift to the courtyard, where DUNCAN and ETHAN are rallying their men. GARTH and ALISE are observing nearby.]

ALISE: Garth...how long do you think you'll be gone?

[GARTH shakes his head.]

GARTH: I have no idea. It could be a while....I have a feeling we're charging headlong into a full-scale war.

[ALISE goes over to him and places a hand gently on the side of her face.]

ALISE: Be careful out there, Garth. I don't know what I'd do if you died out there.

GARTH: You be careful too. Keep Lucius in check.

[ALISE nods, then she and GARTH share a kiss.]

ALISE: Stay safe.

[GARTH smiles and nods. He then wanders over to where ETHAN and DUNCAN are. ALISE watches him with a worried expression on her face.]

[Scene shifts to the Eyrie. CATELYN is rushing to LYSA's chambers. When she enters, we see LYSA and ROBIN sitting on a small couch.]

CATELYN: You've had this since dawn?

[She holds up an unraveled scroll.]

LYSA: He sent it to me, not you. I've only shown it to you as a courtesy.

CATELYN: [incredulous] A courtesy?! My husband has been taken prisoner! My son intends to declare war!

LYSA: [disbelieving] A war? Your son against the Lannisters?

[CATELYN looks appalled.]

LYSA: You should go to him. Teach him patience.

CATELYN: Ned rots in a dungeon and you speak of patience?! He is your brother by law! Does family mean nothing to you?!

[LYSA grabs ROBIN protectively.]

LYSA: Family means everything to me. And I will not risk Robin's life to get caught up in another of your husband's wars.

ROBIN: I'm hungry.

LYSA: [to ROBIN] Hush now, darling. You just ate.

CATELYN: You will not support us then? Do I understand you correctly?

ROBIN: [impatient] But I'm hungry!

LYSA: Soon, love, soon. [to CATELYN] You're always welcome here, sister. But if you're asking me to send men from the Vale to fight...

CATELYN: That is what I ask.

LYSA: [to ROBIN] Go on, sweet. Time for your bath. I'll feed you after.

[ROBIN sighs, gets off the couch and leaves the room.]

CATELYN: If you fear for the safety of your son -

[LYSA interrupts.]

LYSA: Of course I fear for the safety of my son! Are you an idiot? They killed my husband! You say they shoved your boy from a window. These people will do anything!

CATELYN: And that is why we have to stop them!

[LYSA stands.]

LYSA: [with an air of finality] The knights of the Vale will stay in the Vale where they belong, to protect their Lord.

[LYSA leaves. CATELYN watches her go.]

[Elsewhere in the Vale, TYRION LANNISTER and BRONN are walking along a forest path. TYRION is whistling.]

BRONN: Will you shut up? There's hill tribes all around here.

TYRION: If I'm going to die, it may as well be with a song in my heart.

BRONN: I should just take your food and leave you here. Eh? What would you do then?

TYRION: [matter-of-factly] Starve, most likely.

BRONN: You don't think I'd do it, do you?

[They both stop walking. TYRION turns to face BRONN.]

TYRION: What do you want, Bronn? Gold? Women? Golden women? Stick with me and you'll have them all, for as long as I'm around and not for a moment longer.

[TYRION resumes walking. BRONN looks slightly annoyed.]

TYRION: But you knew that. That is why you so valiantly took up arms to defend my honor.

[Brief pause.]

BRONN: Fair enough. But don't go looking for me to bend the knee and "My Lord" you every time you take a shit. I'm not your toady and I'm not your friend.

TYRION: [sarcastic] Though I would treasure your friendship, I'm mainly interested in your facility with murder. And if the day ever comes when you're tempted to sell me out, remember this: whatever their price, I'll beat it. I like living.

[TYRION resumes whistling.]

[A while later, TYRION and BRONN have set up camp and are shown by a campfire where a dead goat is roasting over it. Noises are heard from nearby.]

BRONN: [whispering] Tyrion....Tyrion....

[TYRION remains asleep.]

BRONN: Tyrion!

[He kicks at TYRION, who finally wakes up. He hears the noises too and alertly gets up. BRONN draws his sword. Suddenly, we see members of the hill tribes finally coming from out of the forests towards their camp. TYRION, looking worried, gets behind BRONN, who still has his sword out. The tribesmen have gotten closer now.]

TYRION: Come, share our fire. Help yourselves to our goat.

[SHAGGA, the tribe leader, approaches TYRION and BRONN, carrying a large axe. TYRION once again gets behind BRONN.]

SHAGGA: When you meet your Gods, you tell them Shagga, son of Dolf, of the Stone Crows sent you.

TYRION: I am Tyrion, son of Tywin, of Clan Lannister.

SHAGGA: How would you like to die, Tyrion, son of Tywin?

[Tense pause. TYRION looks nervous.]

TYRION: In my own bed, at the age of 80 with a bellyful of wine and a girl's mouth around my cock.

[SHAGGA laughs out loud. TYRION, BRONN, and the other tribesmen all join in laughing too.]

SHAGGA: Take the halfman. He can dance for the children.

[TYRION's smile immediately fades.]

SHAGGA: Kill the other one.

[The tribesmen advance on BRONN, who pulls out his dagger in addition to his sword. TYRION suddenly darts out from behind BRONN.]

TYRION: No no no no no! My, my House is rich and powerful. If you see us through these mountains, my father will shower you with gold.

SHAGGA: We have no use for a halfman's promises.

TYRION: Half a man maybe, but at least I have the courage to face my enemies. What do the Stone Crows do? Hide behind rocks and shiver when the knights of the Vale ride by? Are those the best weapons you could steal?

[SHAGGA looks at his axe.]

TYRION: Good enough for killing sheep, if the sheep don't fight back. Lannister smiths shit better steel.

[SHAGGA swings at TYRION with his axe, managing to cut his cheek.]

SHAGGA: You think you can win us over with your trinkets?

[TYRION wipes the blood from the cut on his face, then takes off one of his rings and hands it to SHAGGA.]

TYRION: That trinket is worth more than everything your tribe owns. But if you help us, Shagga, son of Dolf, I will not give you trinkets. I will give you this.

[TYRION makes a gesture indicating the whole forest.]

SHAGGA: [indicating the gesture] What is "this"?

TYRION: The Vale of Arryn.

[SHAGGA is clerly intrigued.]

TYRION: The lords of the Vale have always spat upon the hill tribes. The lords of the Vale want me dead.

[TYRION grins.]

TYRION: I believe it is time for new lords of the Vale.

[SHAGGA looks around the forest, a grin on his face.]

[Scene shifts to Castle Black, the kitchens. JON, SAM, and PYP are all preparing a meal; SAM is plucking feathers from a dead chicken, JON is cutting meat, and PYP is stirring the contents of a pot cooking over a fire. GRENN and KONRAD are nearby watching, and JARAN is seen in the background talking to another officer. Suddenly, ALLISER THORNE walks in.]

THORNE: [referring to JON] Now there's a rare sight. Not only a bastard, but a traitor's bastard.

[JON looks up at THORNE, with an angered look that clearly says, 'What did you just call me?' THORNE is grinning smugly and gives JON a look that is essentially daring him to attack him. SAM nervously looks from JON to THORNE. PYP glances over at THORNE as well. We also see that JARAN is watching now too. Nothing happens for several moments; JON then abruptly gets up and runs at THORNE with the knife.]

SAM: Jon, no!

GRENN: Jon, stop! Put it down!

KONRAD: Are you out of your mind?!

[GRENN and PYP go over to restrain him, and GRENN takes the knife away. THORNE's grin is even more smug now. PYP is still holding JON back. THORNE gets in JON's face. JON looks infuriated.]

THORNE: Blood will always tell. You'll hang for this, bastard.

[THORNE arrogantly saunters away. JON shoves PYP off him. GRENN, SAM, and KONRAD are all staring at JON, astonished. JARAN is shown staring at JON too, then leaves after THORNE. After a few moments, JON looks embarrassed for losing his cool. He then looks up and see LORD COMMANDER MORMONT standing in the far doorway. It is evident he witnessed the whole thing. He wanders over to JON, looking disappointed.]

MORMONT: I told you not to do anything stupid. You're confined to quarters. Go.

[JON, who still looks embarrassed, obeys and leaves. MORMONT glances at the others, subtly telling them to resume their tasks, before he leaves too.]

[On one of the walkways, THORNE is shown leaving when JARAN catches up to him.]

JARAN: What did you do that for, Thorne?! Antagonizing Snow like that?!

[THORNE turns to face JARAN, still grinning smugly.]

THORNE: I don't have to explain myself to you.

JARAN: It's because of Ned Stark, isn't it? You still blame him for you being here, so you're taking it out on his bastard son.

[THORNE scoffs.]

THORNE: Of course, leave to Jaran the Traitor to stand up for a traitor's bastard like Jon Snow. It's not my fault his father's a traitor.

[He starts to walk off again.]

JARAN: You know, you keep calling me the traitor. But I'm not the one who defended a madman that burned women and children alive for fun.

[THORNE turns around and glares at JARAN with a look of hatred. He then resumes leaving, and JARAN goes off towards the courtyard.]

[That night, JON is in his quarters, still looking mad. GHOST is trying to alert him to something, pawing and scratching at the door. He seems on edge about something. Finally, he starts growling and snarling about something. JON finally gets up.]

JON: Ghost, what's wrong? Is something out there?

[GHOST is still clearly on edge. JON puts on his weapon belt, and both he and GHOST leave their quarters. GHOST bounds off towards MORMONT's chambers, growling all the way. JON finally catches up.]

JON: Commander?

[JON enters the room. GHOST follows him.]

JON: [to GHOST] Stay.

[GHOST remains, while JON warily proceeds onward. The door to the inner chamber is slightly ajar. JON enters, his hand on the hilt of his sword, prepared to pull it out at any moment.]

JON: [whispering] Hello?

[All seems well, but there is clearly an eerie feeling in the air.]

JON: Who's there?

[JON has reached the door to MORMONT's bed chamber, which is also ajar.]

JON: Lord Commander?

[Suddenly, the door to the outer chamber slams. JON turns around and sees the corpse of OTHOR coming towards him. It grabs him by the neck and shoves him up against the wall. In the outer chamber, GHOST is desperately trying to open to door. In the inner chamber, JON is now gagging from the pressure on his neck. He pulls out his knife and stabs OTHOR repeatedly in the side, which has no effect. JON finally breaks OTHOR's grip and punches him in the head. JON uses the distraction to get some distance between him and OTHOR and draws his sword. JON manages to slice off OTHOR's hand, which also has no effect. OTHOR seizes JON by the throat again, with his other hand, growls, and again shoves him up against the wall. JON manages to stab OTHOR through the heart, causing him to fall down. MORMONT emerges from his bed chamber, carrying a lantern.]

MORMONT: Snow!?

JON: Commander!

[OTHOR gets back up and turns to face JON and MORMONT, pulling JON's sword out of him. In a snap decision, JON grabs MORMONT's lantern, burning his hand in the process, and throws it at OTHOR. MORMONT looks terrified. OTHOR catches fire and falls to the ground, growling as he burns.]

JON: Move! Move!

[JON rushes MORMONT back to his bed chamber, shutting the door behind them.]

[Scene shifts to the outskirts of Brightbank. CARMINE GRAYBURN is shown on horseback riding towards the town. On Brightbank's battlements, two men-at-arms are shown on duty.]

GUARD #1: Look out there, a rider.

[The other GUARD goes over to get a better look at the rider. He has a look of recognition on his face.]

GUARD #2: Hey, that's Carmine! Go get Ser William!

[The other guard is shown meeting with SER WILLIAM BLACKFELL, the master-at-arms and castellan of Brightbank.]

GUARD #1: Ser William, Carmine's come back! We need to open the gates for him!

WILLIAM: Very well. [to another GUARD] Open the gates!

[A third GUARD opens the gates, and CARMINE rides through. As soon as he does, he dismounts his horse, and the guard who opened the gate takes his horse away. He walks towards SER WILLIAM.]

WILLIAM: Carmine.

CARMINE: Ser William.

[They embrace.]

WILLIAM: It's good to see you lad. But, what are you doing here?

CARMINE: I need to see my father. Immediately.

WILLIAM: He's, uh....he's not here. He's gone to Winterfell. We have much to discuss.

[Quick cut to SER WILLIAM leading CARMINE into the great hall of Brightbank's main keep. Waiting for them are CARMINE's mother, LADY JAENETH GRAYBURN, his two sisters, MADELYNNE and ARIANA, and MAESTER ADERIC.]

JAENETH: Carmine!

CARMINE: Mother!

[They rush towards each other and embrace. After they do, CARMINE goes over to embrace his sisters.]

CARMINE: Well, are you two gonna give your brother a hug?

[Both MADELYNNE and ARIANA are grinning.]

MADELYNNE: Of course!

[They both hug him.]

ARIANA: We missed you, Carmine.

CARMINE: I missed you both. [to JAENETH] How is Grandmother?

JAENETH: Not well. I don't think she'd recognize you, Carmine. She barely recognizes either of the girls.

[Both MADELYNNE and ARIANA look sad at the mention of their grandmother. CARMINE sighs sadly himself.]

[ADERIC smiles.]

ADERIC: It's good to see you, Carmine.

CARMINE: And you too, Maester Aderic.

[They all sit down at the table.]

CARMINE: Where is Father? I need to speak with him.

ADERIC: Your father has ridden to Winterfell. Robb Stark has called in his bannermen.

[He hands CARMINE a letter. CARMINE reads through it.]

ADERIC: Ned Stark has been painted as a traitor.

JAENETH: As soon as your father read that letter he went off to rally our vassals.

[CARMINE puts the letter down and signs.]

CARMINE: It's worse than I thought....

JAENETH: What's worse, Carmine?

CARMINE: Uncle Kormed overhead some of the other Gold Cloaks talking about a plan to betray Lord Stark. He had me smuggled out of King's Landing to keep me safe and told me to come back here.

MADELYNNE: And where is Uncle Kormed?

CARMINE: He said he was going to Winterfell himself.

[Both MADELYNNE and ARIANA look relieved.]

ADERIC: Well, Carmine, now that you're home and your father is away, that makes you Lord of Brightbank in his stead.

WILLIAM: That's right, we need to make preparations for you to take on your father's responsibilities.

[Both WILLIAM and ADERIC start to leave, but CARMINE stops the,.]

CARMINE: No.

[WILLIAM, ADERIC, and JAENETH all look at him quizzically.]

CARMINE: I'll go to Winterfell and command our forces in Father's place.

MADELYNNE: [shocked] What?!

ARIANA: [pleading] Carmine, you can't! You just came home!

JAENETH: But son, this is war. You have no place on a battlefield.

[CARMINE looks frustrated.]

CARMINE: Mother, how long have we known the Starks? Our entire lives. And I couldn't live with myself if I allowed the injustice done against them to pass. I witnessed it first hand, I barely got out of King's Landing alive - in fact, had it not been for Uncle Kormed, I might not be. And besides, I don't feel ready to be lord yet. Father's place is here, with you all. I have a feeling the North will need all the strong leaders possible while everyone else is off at war.

[MADELYNNE stands up.]

MADELYNNE: You're right, Carmine. Go.

[Both JAENETH and ARIANA look at her in shock.]

ARIANA: No, Mady! He needs to stay!

MADELYNNE: No. He needs to go. Everything he said is right. We will need all the strong leaders here in the North to guide us through this.

[CARMINE smiles warmly at MADELYNNE.]

CARMINE: Thanks for understanding, Mady.

[He embraces her. ARIANA starts crying and runs out of the room.]

JAENETH: Well, Carmine....I may not like your decision....but you are right. I'll have your horse prepared immediately.

[She hugs him again and leaves the hall. WILLIAM smiles at CARMINE and follows her, leaving CARMINE, MADELYNNE, and ADERIC the only remaining ones in the hall.]

MADELYNNE: Talk to Ari. Explain it to her. She won't listen to me or Mother. She's at that age.

[ADERIC smiles.]

ADERIC: Carmine, you may be young, but your sense of honor is more refined than most men your age.

[Quick cut to ARIANA crying in her chambers. CARMINE is seen entering and places her arm around her shoulders in a comforting way.]

ARIANA: [tearfully] Why do you need to leave, Carmine? You just got back.

CARMINE: I don't want to, Ari...but I have to. Sometimes, we have to do what's right, even if we don't like it. That's just life.

[ARIANA looks up at him, still looking tearful.]

ARIANA: But what if you die out there? What if I never see you again?

[CARMINE turns to face her.]

CARMINE: That will not happen. I will come back. I'll refuse to let them kill me.

ARIANA: Really?

CARMINE: Really. I'm not going to leave my little sister all alone in this world.

[ARIANA and CARMINE embrace.]

CARMINE: I will come back, Ari.

[At Brightbank's stables, JAENETH and WILLIAM are preparing CARMINE's horse. CARMINE then enters from the keep.]

CARMINE: Mother...I know you're worried about me. But I need to do this.

JAENETH: I know you do, son. And I hope the Gods go with you.

[They embrace tightly, and she kisses him on the forehead.]

WILLIAM: You're as stubborn as your father, Carmine. And you're also as honorable and as wise. I wish you the best.

[He claps CARMINE on the shoulder as the gets on his horse.]

JAENETH: We are Legion.

CARMINE: We are Legion.

[CARMINE turns around and rides off. Both JAENETH and WILLIAM watch him go. JAENETH still looks a bit forlorn.]

[Scene shifts to the country of Lhazar, where KHAL DROGO's khalasar are currently sacking a village. One group of Dothraki are pulling down a statue, while others are killing people. DAENERYS enters from offscreen, followed by JORAH, RAHKARO, DOREAH, IRRI, and other members of the khalasar.]

DAENERYS: What did they do?

RAKHARO: [in Dothraki] Lamb men make good slaves. Khal Drogo will make a gift of them to the slavers. And the slavers will give us gold...and silk and steel.

DAENERYS: [skeptical] I thought the Dothraki didn't believe in money.

JORAH: Gold to hire ships, Princess - ships to sail to Westeros.

[DAENERYS continues to walk through the ruins of the village, clearly uncomfortable with what is going on. After a while, her group happens upon a group of Dothraki brutally abusing a group of Lhazereen women.]

DAENERYS: Jorah, make them stop.

JORAH: [confused] Khaleesi?

DAENERYS: [firmly] You heard me.

JORAH: These men have shed blood for their Khal. Now they claim their rewards.

[DAENERYS is watching a Dothraki raider beating up on an older Lhazereen woman.]

RAKHARO: [in Dothraki] She is a lamb girl, Khaleesi. The riders do her honor. If her wailing offends the Khaleesi, I will bring you her tongue.

JORAH: Princess, you have a gentle heart, but this is how it's always been.

DAENERYS: I do not have a gentle heart, Ser. [in Dothraki] Do as I command or Khal Drogo will know the reason why.

[RAHKARO and several other Dothraki go off to do DAENERYS' bidding. JORAH goes off to join them. RAHKARO is arguing with MAGO, one of the raiders, who is clearly infuriated that he was made to stop. JORAH goes to help the older woman up.]

JORAH: What do you want done with them?

DAENERYS: Bring her to me. And those women there.

[JORAH looks back at the other Lhazereen women with uncertainty.]

JORAH: You cannot claim them all, Princess.

DAENERYS: I can. And I will.

[Quick cut to DAENERYS and company, which now includes the Lhazereen women she rescued, walking over to a covered courtyard where DROGO is arguing with MAGO. MAGO is still clearly angry with DAENERYS.]

MAGO: Me Fati! Khaleesi vazha anhaan qorasokh anni, ch'anha afichak mae m'arakhoon anni!

DROGO: Me vastoe hatif anni; ahhazaan yer Nemo vacchaki.

[DAENERYS finally reaches the area. As she does, MAGO looks at her with disgust.]

DROGO: [to DAENERYS, in Dothraki] Moon of my life. Mago says you have taken his spoils, a daughter of a lamb man, who was his to mount. Tell me the truth of this.

DAENERYS: [in Dothraki] Mago speaks the truth, my sun and stars. I have claimed many daughters this day, so they cannot be mounted.

[MAGO glances from DAENERYS to DROGO expectantly.]

DROGO: [in Dothraki] This is the way of war. These women are slaves now to do with as we please.

DAENERYS: [in Dothraki] It pleases me to keep them safe. If your riders would mount them, let them take them for wives.

QOTHO: [to DROGO, in Dothraki] Does the horse mate with the lamb?

DAENERYS: [to QOTHO, in Dothraki] The dragon feeds on horse and lamb alike.

[DROGO grins admirably. MAGO turns back to face DAENERYS.]

MAGO: [in Dothraki] You are a foreigner. You do not command me.

DAENERYS: [in Dothraki] I am Khaleesi. I do command you.

[DROGO snickers. He still has an admirable smile on his face.]

DROGO: [to MAGO, in Dothraki] See how fierce she grows? That is my son inside her, the Stallion That Will Mount the World, filling her with his fire. I will hear no more. Mago, find somewhere else to stick your cock.

[MAGO, insulted, spits on the ground in front of DROGO. He then draws his arakh and points it at DROGO. JORAH pulls DAENERYS away protectively.]

MAGO: [in Dothraki] A Khal who takes orders from a foreign whore is no Khal.

[QOTHO steps in to protect DROGO, but DROGO orders him to back off. QOTHO, though reluctant, does so. DROGO is now staring at MAGO with a sinister grin.]

DROGO: [in Dothraki] I will not have your body burned. I will not give you that honor.

[DROGO stands up. As he does, MAGO pushes his arakh against DROGO's chest, leaving a cut. It doesn't seem to bother him. He shrugs it off and keeps walking towards MAGO, the blade still cutting into his flesh.]

DROGO: [in Dothraki] The beetles will feed on your eyes. The worms will crawl through your lungs.

[MAGO finally pulls his arakh away and swipes at DROGO, who dodges out of the way. He swings at him two more times, but DROGO is again able to dodge him. He gets a bit of distance between him and MAGO, and pulls out two daggers of his own.]

DROGO: [in Dothraki, screaming now] The rain will fall on your rotting skin...

[DROGO drops his daggers on the ground.]

DROGO: [in Dothraki]...until nothing is left of you but bones!

[MAGO swipes at DROGO several more times. DROGO dodges each attack.]

MAGO: [in Dothraki] First you have to kill me.

[As MAGO tries to strike at him again, DROGO grabs his arakh. DAENERYS gasps as she sees this.]

DROGO: [in Dothraki] I already have.

[DROGO disarms MAGO and cuts his throat open. He then grabs MAGO's throat, crushes it and rips out his tongue. DAENERYS looks shocked. He shows MAGO's tongue to the crowd, walks back to his chair and throws MAGO's tongue on a pile of corpses before sitting down. As he does, DAENERYS worriedly rushes over to him.]

DAENERYS: [in Dothraki] My sun and stars is wounded.

[DROGO glances at the scratch on his chest.]

DROGO: A scratch, moon of my life.

DAENERYS: [to crowd, in Dothraki] Where are the healers?

DROGO: [dismissively, in Dothraki] This is the bite of a fly.

[The older woman who was being beat up on earlier, a godswife named MIRRI MAZ DUUR, comes forward.]

MIRRI MAZ DUUR: [in Dothraki] I can help the great rider with his cut.

[She tries to come forward, but QOTHO holds her back with his arakh.]

QOTHO: [in Dothraki] The Khal needs no help from slaves who lie with sheep.

DAENERYS: [firmly, in Dothraki] She is mine, let her speak.

MIRRI MAZ DUUR: Thank you, silver lady.

DAENERYS: Who are you?

[She approaches DROGO and DAENERYS, but QOTHO again stops her.]

MIRRI MAZ DUUR: I am named Mirri Maz Duur. I was the Godswife of this temple.

QOTHO: [in Dothraki] A witch.

[He spits on the ground by her.]

MIRRI MAZ DUUR: My mother was Godswife here before me. She taught me how to make healing smokes and ointments. All men are of one flock, so my people believe. The Great Shepherd sent me to Earth to heal his -

[QOTHO slaps MIRRI hard across the face.]

QOTHO: [in Dothraki, derisively] Too many words. A witch's words poison the ears.

MIRRI MAZ DUUR: Lamb or lion, his wound must be washed and sewn, or it will fester.

DAENERYS: [to DROGO, in Dothraki] Let her clean your wound, my sun and stars. It makes me hurt to see you bleed.

[DROGO glances at MIRRI, clearly not keen on the idea of letting her fix his wound, but he resigns hiself and gives her a look indicating she comes over. She approaches DROGO and goes to look at his wound. DAENERYS gets out of her way to let her work.]

[Scene shifts to Winterfell, the great hall, where all of the lords bannermen of House Stark are gathered and are all eating, drinking and carrying on. At the main table, ROBB, ASHTER, BRAN and THEON are seated; under ROBB's chair GREY WIND is showed curled up on the ground. Also seen at this table are JON "GREATJON" UMBER, Lord of Last Hearth, GARTH DRAGEN, the Lord Defender of the North as well as ETHAN and DUNCAN and his vassal RYGER MOLLEN, GREGOR FORRESTER and his son RODRIK, HENDRICK GRAYBURN, Lord of Brightbank and his squire SAMMITH, as well as his vassals TRYTAS NYTE and ANTHOR DYSER. Many more lords and knights are seated in the hall. Along the walls are shown the banners of Houses Bolton, Hornwood, Grayburn, Dragen, Umber, Karstark, Manderly and Tallhart.]

GREATJON: For thirty years, I've been making corpses out of men, boy. I'm the man you want leading the vanguard.

ROBB: Garth Dragen will lead the van. It is his duty as Lord Defender.

GARTH: I won't fail you, my lord.

GREATJON: The bloody Wall will melt before an Umber marches behind a Dragen!

HENDRICK: You're out of line, Lord Umber. If he says Lord Dragen will lead the van, then that means Lord Dragen will lead the van.

[GREATJON turns to face HENDRICK.]

GREATJON: Who asked you, Grayburn? You probably just wanna lead the van yourself.

HENDRICK: Or maybe I'm just respecting my liege-lord's wishes, like you should.

[GREATJON glares angrily at HENDRICK, then turns back to ROBB.]

GARTH: [smugly] Jon, please. You're making a fool of yourself. Everyone knows a Dragen has more brains than an Umber.

GREATJON: [furiously] You've got some fuckin' nerve, Snake! Why would I march behind a man who can't even keep his own fuckin' sons under control?! All you Dragens are mad! Especially the ones who breed monster-spawn!

[This is clearly a jab at LUCIUS. GARTH angrily stands up.]

GARTH: You son of a whore! How dare you insult my son!

[He stands and rushes towards GREATJON, but is restrained by DUNCAN and ETHAN. GREATJON advances on GARTH as well, but is likewise restrained by GREGOR and RODRIK.]

GREGOR: Seven hells! Calm down, both of you!

GREATJON: [to GREGOR] Get off me, Forrester!

ETHAN: Garth, calm down! He's just trying to rile you up.

DUNCAN: Yeah, don't let him have the satisfaction....

[HENDRICK stands up.]

HENDRICK: [furiously, to both GARTH and GREATJON] That's enough, both of you! Did we come here to fight the Lannisters, or did we come here to fight each other?!

[GREATJON throws GREGOR and RODRIK off of him, and likewise, ETHAN and DUNCAN release GARTH. They both remain standing and angrily glare at each other. ROBB also stands.]

ROBB: That's enough out of both of you. Sit down. [to HENDRICK] Thank you, Lord Grayburn.

[HENDRICK nods and sits down. GREGOR and RODRIK also go back to their seats, as do DUNCAN and ETHAN. Both GARTH and GREATJON are still standing and glaring at each other. But finally, GARTH sighs in resignation.]

GARTH: As you command...

[Both GARTH and GREATJON go to their seats. GARTH still looks slightly angry, but when he gets to his seat, GREATJON is grinning smugly for some reason.]

GREATJON: [to ROBB] See, what did I tell you? Dragen's too touched in the head to lead the van! That's why I should be leading it.

ROBB: That's enough, Lord Umber. My decision is final. He will lead the van.

[GREATJON looks further insulted.]

GREATJON: I will lead the van, or I will take my men and march them home.

[ROBB glances threateningly at GREATJON. ASHTER chuckles quietly, clearly being entertained by this argument, but ROBB glares at him, not-so-subtly telling him to stop. ROBB then turns his gaze back to GREATJON. BRAN and THEON watch apprehensively as ROBB stares him down.]

ROBB: You are welcome to do so, Lord Umber.

[He slowly stands up.]

ROBB: And when I am done with the Lannisters, I will march back North, root you out of your keep and hang you for an oathbreaker.

GREATJON: [infuriated] Oathbreaker, is it?!

[He stands up too, as do several other lords.]

GREATJON: I'll not sit here and swallow insults from a boy so green he pisses grass!

[He starts to pull out a knife, causing THEON and ASHTER to both start up, but before they can, GREY WIND suddenly darts out from under the table and pounces on GREATJON. GREATJON is heard screaming and GREY WIND is heard growling and snarling. Several others stand up and watch. As GREY WIND moves away, we see that he has bitten two of GREATJON's fingers off. He is still screaming and grabbing at his hand. Many of the observers look stunned.]

ASHTER: [quietly] Seven hells....

[GREATJON slowly gets back up, still clearly infuriated.]

ROBB: My Lord Father taught me it was death to bare steel against your liege-lord. But doubtless, the Greatjon only meant to cut my meat for me.

[GREATJON kicks his chair away.]

GREATJON: Your meat...!

[There is dead silence in the room as everyone is looking expectantly at him. He glances back at his missing fingers.]

GREATJON: [calmer, impressed] ....is bloody tough.

[GREATJON, clearly impressed with ROBB's guts, begins chortling under his breath. Soon enough, he begins laughing louder, and ROBB, ASHTER, GARTH and everyone else in the room join in too. As HENDRICK and SAMMITH are laughing, CARMINE is shown entering the great hall. He walks up to his father.]

CARMINE: Father?

[HENDRICK turns around and notices CARMINE.]

HENDRICK: Carmine, what are you doing here?

CARMINE: I'm taking your place is what I'm doing. You need to stay in Brightbank while things heat up on the front lines. I'll command our forces in your place.

HENDRICK: No, son. I need to be here. I'm glad you came to fight for the Starks, but you're not commanding our forces. You're too young. I won't risk your life out there by doing that.

CARMINE: [urging] Father, Robb and I are the same age, and he is commanding the entire Northern army. I witnessed House Stark's betrayal first hand. Had it not been for Uncle Kormed, I might have been another victim of it. You need to be in Brightbank, with Madelynne and Ariana, and with Mother. They'll need you to guide them through this whole thing. I feel like I need to do this, Father.

[HENDRICK appears to be deep in thought. After a moment, he smiles at CARMINE.]

HENDRICK: You know, Carmine, for a moment I forgot how smart and how brave you are.

[CARMINE grins sheepishly.]

CARMINE: Some people tell me I get that from you.

[HENDRICK laughs.]

HENDRICK: Very well, Carmine. You will lead our forces. And you'll do it well.

[HENDRICK takes off his weapon belt and hands him a large sword still in its sheath.]

HENDRICK: This sword is the Darksaber, House Grayburn's ancestral weapon. It's yours now.

[CARMINE smiles in awe as he takes the sword. He then turns to SAMMITH.]

HENDRICK: Also, you know my squire, Sammith, right?

[CARMINE glances at SAMMITH and nods.]

HENDRICK: I'm entrusting him into your service.

[SAMMITH stands up and goes over to shake CARMINE's hands.]

SAMMITH: I'll do my best to serve you well, Lord Carmine.

[CARMINE smiles.]

CARMINE: I'm sure you will, Sammith. [to HENDRICK] Thank you, Father. I'll make you proud.

[HENDRICK embraces CARMINE before standing up and leaving the hall.]

[Later that night, ROBB visits BRAN in his chambers. BRAN is sleeping, but ROBB gently shakes him awake.]

BRAN: What is it? What's happened?

ROBB: Shh, it's all right.

[BRAN realizes ROBB is dressed in his battle gear.]

BRAN: Where are you going?

ROBB: South. For Father.

BRAN: [worried] But it's the middle of the night.

ROBB: The Lannisters have spies everywhere. I don't want them to know we're coming.

BRAN: They have more men than we do.

ROBB: Aye, they do.

BRAN: Can't I come with you? I can ride now; ou've seen me riding. And I won't get in the way, I -

[ROBB interrupts.]

ROBB: There must always be a Stark at Winterfell. Until I return, that will be you. Ashter must come with me, I need him. He's an excellent soldier, but not a great lord. And Rickon is six years old; that's far too young for someone to be a lord. That's why it has to be you, and nobody else.

[Brief pause]

ROBB: You are not to leave the castle walls while we are gone. Do you understand?

[BRAN nods.]

ROBB: Listen to Maester Luwin and Archsepton Redmond. Look after your little brother.

BRAN: I will.

ROBB: I'll send letters whenever I can, but if you don't hear from me, don't be scared.

[Another pause as ROBB and BRAN stare at each other. Both of them look worried. ROBB places a hand gently on BRAN's shoulder.]

ROBB: Until I return.

[ROBB leaves the room. BRAN watches him go, still looking worried. Not long after ROBB leaves, RICKON appears in the doorway.]

BRAN: How long have you been hiding out there?

[RICKON doesn't answer, but enters the room.]

BRAN: Robb will be looking for you, to say goodbye.

[RICKON looks mournful.]

RICKON: They've all gone away.

BRAN: They'll be back soon. Robb will free Father and they'll come back with Mother.

[RICKON shakes his head. He still looks mournful.]

RICKON: No, they won't.

[RICKON turns around and leaves the room. BRAN suddenly looks forlorn.]

[The next morning, BRAN is in the Godswood praying at a weirwood tree. Sitting with him is ARCHSEPTON REDMOND.]

BRAN: Please watch over Robb and Ashter. And watch over all the other men from Winterfell. And Theon too, I suppose.

REDMOND: May the Seven bless Robb and Ashter and all the men who march with him. May the Father grant them justice for Lord Stark and all those who died in his service. May the Mother allow them to show mercy on their enemies. May the Maiden allow them to keep their virtue. May the Crone give them wisdom in preparing for the wars to come. May the Warrior grant them strength in the coming battles. May the Smith allow their blades to remain sharp. And may the Stranger grant them death only when it is their time.

BRAN: It feels unusual to hear prayers to the Seven.

[REDMOND gives him an understanding smile.]

REDMOND: I serve the old and the new.

[BRAN smiles back. OSHA, who is still shackled at the ankles, is seen approaching them.]

OSHA: You hear them, boy? The Old Gods are answering you.

BRAN: What are you doing here?

OSHA: They're my Gods too.

REDMOND: [surprised] I didn't think the Wildlings had Gods.

[OSHA glances at REDMOND, looking annoyed.]

OSHA: You think we're so savage we don't have Gods?

REDMOND: [embarrassed] Forgive me. I didn't mean to give offense. I just didn't know.

[OSHA shrugs.]

OSHA: Beyond the Wall, they're the only Gods.

[She reaches up and runs her hand along the bark of the tree.]

OSHA: Even slaves are allowed to pray.

BRAN: You're not a slave.

[OSHA shows BRAN her shackles.]

BRAN: Well, your friend did put a knife to my throat....

OSHA: I'm not complaining, little lord. Just telling truths.

[She sits down by BRAN.]

BRAN: What did you mean about hearing the Gods?

OSHA: You asked them, they're answering you.

[OSHA glances at the weirwood tree, then closes her eyes.]

OSHA: Shh. Open your ears.

[Both BRAN and REDMOND look around. The wind is heard blowing through the trees.]

BRAN: It's only the wind.

OSHA: Who do you think sends the wind if not the Gods?

REDMOND: She does have a good point, Bran.

OSHA: They see you, boy. They hear you.

[All three of them glance at the face on the weirwood tree.]

OSHA: Your brother will get no help from them where he's going. The Old Gods have no power in the South. The Weirwoods there were all cut down a long time ago. How can they watch when they have no eyes?

[Someone is heard approaching. All three of them turn around towards the noise. It is revealed to be HODOR, who is completely naked except for a towel draped around his shoulders. OSHA laughs when she sees him.]

REDMOND: [embarrassed and slightly amused] Oh, gods, not again.....

OSHA: Well, there's a big man. He has giants blood in him, or I'm the Queen.

BRAN: Go back and find your clothes, Hodor.

[OSHA laughs again.]

BRAN: Go dress.

HODOR: Hodor.

[HODOR leaves.]

BRAN: Are there really giants beyond the Wall?

OSHA: Giants and worse than giants.

[OSHA kneels back down.]

OSHA: I tried telling your brother. He's marching the wrong way. All these swords, they should be going North, boy. North, not south!

[Brief pause]

OSHA: The cold winds are rising....

[All three of them look up into the tree. The wind is blowing again.]

[Scene shifts to Castle Black. JON, SAM, KONRAD, GRENN, PYP, and several other black brothers have congregated a little ways beyond the Wall to burn the corpses of OTHOR and JAFER FLOWERS. All of them are staring uneasily at the bodies as they burn.]

SAM: They were touched by White Walkers.

[All the others stare at SAM.]

SAM: That's why they came back. That's why their eyes turned blue. Only fire will stop them.

JON: How do you know that?

SAM: I read about it in a book. A very old book in Maester Aemon's library.

[JON shifts his gaze back to the fire. He still looks uneasy.]

JON: What else did the book say?

SAM The White Walkers sleep beneath the ice for thousands of years. And when they wake up...

[SAM abruptly stops talking. All the others look at him expectantly.]

PYP: And when they wake up....what?

[SAM glances at the top of the Wall. He looks a bit scared.]

SAM: I hope the Wall is high enough.

[Seemingly worried, the rest of the lot also look towards the top of the Wall.]

[Scene shifts to ROBB's war camp in the Neck. CATELYN and RODRIK are shown to be arriving on horseback.]

RODRIK: Summer snows, My Lady.

CATELYN: Robb's brought the North with him.

[In ROBB's tent, he is discussing strategies with several of his advisors, including ASHTER, THEON, GREATJON UMBER, CARMINE GRAYBURN, MAEGE MORMONT, and GARTH DRAGEN, among others.]

ROBB: The Riverlords are falling back with Jaime Lannister at their heels. And Lord Tywin is bringing around a second Lannister army from the South. Our scouts confirm it's even larger than the Kingslayer's.

CARMINE: Both Lord Tywin and the Kingslayer? I suppose we'll have our work cut out for us, won't we?

[ASHTER laughs and smirks at CARMINE.]

ASHTER: That we will, Grayburn. That we will.

GREATJON: One army or two, the Kings in the North threw back hosts ten times this large.

[ASHTER laughs again. CATELYN and RODRIK are shown arriving at the tent. GREATJON, CARMINE, GARTH, and the other advisors all stand and bow as she enters. ROBB turns to face her.]

ROBB: Mother!

[Brief tense pause]

CATELYN: You look well.

ASHTER: Mother....it's good to see you.

[CATELYN shifts her gaze to ASHTER.]

CATELYN: Ashter, you should be in Winterfell!

[ASHTER grins.]

ASHTER: You think I'd stay at Winterfell with all that's happening?

ROBB: Mother, you said it yourself when you left to find Father. I need Ashter. I need him now.

[CATELYN nods.]

CATELYN: You're right. I did say that.

GREATJON: Lady Catelyn, you're a welcome sight in these troubled times.

CARMINE: We had not thought to meet you here, My Lady.

CATELYN: I had not thought to be here. I would speak with my sons alone. I know you will forgive me, My Lords.

GREATJON: [to everyone else in the tent] You heard her! Move your asses! Come on, out.

[Everyone else in the tent begins filing out. THEON remains.]

GREATJON: You too, Greyjoy. Are you bloody deaf?

[He shoves THEON out of the tent.]

GREATJON: [to CATELYN] Have no fear, My Lady. We'll shove our swords up Tywin Lannister's bunghole, and then it's on to the Red Keep to free Ned.

[CATELYN still looks worried. GREATJON exits the tent. RODRIK grins at him as he leaves.]

GREATJON: You old devil, Rodrik!

RODRIK: Jon.

GREATJON: You're not wasting away, are you?

[RODRIK and GREATJON leave together. As soon as they're gone, CATELYN embraces ROBB, then does the same thing to ASHTER.]

CATELYN: I remember the days you two came into this world red-faced and squalling. And now I find you leading a host to war.

ROBB: There was no one else.

ASHTER: And noo one else can crack skulls better than Robb and I.

CATELYN: No one? Who were those men I saw here?

ROBB: None of them are Starks.

CATELYN: All of them are seasoned in battle.

ASHTER: As I said before, none of them can crack skulls better.

[CATELYN raises an eyebrow at ASHTER, who grins sheepishly, before she turns her attention back to ROBB.]

ROBB: If you think you can send me back to Winterfell...

CATELYN: Oh, would that I could.....

[She looks at ASHTER.]

ASHTER: You're not sending me back either, Mother.

CATELYN: Well, it's obvious that that isn't possible.

ROBB: There was a letter.

[ROBB goes back over to the table and pulls out a letter from a leaf of documents.]

ROBB: From Sansa.

[He goes over to hand it to CATELYN.]

ASHTER: They're the Queen's words. She forced Sansa to write this.

[CATELYN opens the letter and begins reading it, sitting down as she does. ROBB and ASHTER exchange a look with each other and wait expectantly.]

CATELYN: [forlorn] There's no mention of Arya.

ROBB: No.

ASHTER: Perhaps she got out.

[CATELYN resumes reading. When she finishes, she looks up, a worried look on her face. She then looks back up at ROBB.]

CATELYN: How many men do you have?

ROBB: 18,000. If I go to King's Landing and bend my knee to Joffrey...

ASHTER: Absolutely not.

CATELYN: You would never be allowed to leave. No. Our best hope - our only hope - is that you can defeat them in the field.

ROBB: And if I lose?

CATELYN: Do you know what happened to the Targaryen children, when the Mad King fell?

[ROBB looks away, clearly uneasy.]

ROBB: They were butchered in their sleep.

CATELYN: On the orders of Tywin Lannister. And the years have not made him kinder.

[ROBB shifts his gaze back to CATELYN.]

CATELYN: If you lose, your father dies, your sisters die, we die.

[Pause. ROBB maintains a poker face.]

ROBB: Well, that makes it simple then.

CATELYN: I suppose it does.

ASHTER: Seven hells, you know how to motivate a man, Mother.

[CATELYN grins. ROBB is seen grinning to, a determined look on his face.]

[Over at the Grayburn tent, SAMMITH is shown polishing the Darksaber. He then goes over and hands it to CARMINE.]

SAMMITH: There you go, Lord Grayburn. Polished and ready for combat.

CARMINE: Thank you, Sammith....and please, just call me Carmine.

[SAMMITH nods. CARMINE begins practicing combat. He is visibly nervous.]

SAMMITH: You alright, m'lord? You look nervous.

CARMINE: I'm about to charge headlong into my first real battle. I never thought I'd see combat this soon. When I was a Gold Cloak, I was trained to handle petty skirmishes and tavern riots, but never anything like this.

[He stops practicing and examines the Darksaber.]

CARMINE: I didn't think I'd wield this sword until I was much older either. It was the same sword my grandfather used to kill Tyrus Harlaw, the same sword used by Gared the Gray during Aegon's Conquest, the same sword wielded by the Gray Warden....

[Both TRYTAS NYTE and ANTHOR DYSER enter.]

TRYTAS: No worries, Lord Grayburn. We'll have Lord Stark back with us in no time. Hopefully one battle is all we'll even need to fight.

CARMINE: [confused] Lord Trytas...isn't your son supposed to be here?

TRYTAS: Rodrik...will be joining us later.

[CARMINE has an expectant look on his face, but TRYTAS does not elaborate. A brief pause follows.]

ANTHOR: Even if it is only one battle, we'll kick Tywin Lannister's golden arse so bad that they'll have no choice but to give us Ned back. It'll be simple.

CARMINE: I don't think it'll be that simple, Lord Anthor.

ANTHOR: Oh, it will be. They have no idea who they're messin' with.

[ANTHOR pulls out his battle axe, Skullsplitter.]

ANTHOR: We're bringing the entire strength of the North crashing down on them!

[TRYTAS grins at ANTHOR, who laughs. They both walk away. CARMINE watches them go, a smirk on his face.]

CARMINE: They're probably right....

SAMMITH: Your father's bannermen?

CARMINE: They're two of the toughest men I know, too, particularly Lord Anthor. I pity any man on the receiving end of his blade.

[SAMMITH smirks, and leaves.]

CARMINE: [softly, to himself] This may not be so bad after all....

[He resumes practicing.]

[Scene shifts to the outskirts of TYWIN LANNISTER's war camp. TYRION and BRONN, accompanied by SHAGGA and the other hill tribesmen, are shown arriving.]

TYRION: From here it might be best if Bronn and I continue alone.

SHAGGA: Best for Tyrion, son of Tywin. Not best for me. [to the other tribesmen] If the halfman betrays us, Shagga son of Dolf will cut off his manhood -

[TYRION interrupts.]

TYRION: - and feed it to the goats, yes.

[BRONN glances over at SHAGGA, an uncertain look on his face, before glancing at the camp.]

TYRION: [nervous] All right, then. Time to meet my father.

[TYRION begins walking into the camp. BRONN, SHAGGA, and the other hill tribesmen follow suit. They proceed through the camp before finally making it to TYWIN's tent. TYWIN is sitting at a table and is talking with his brother, SER KEVAN LANNISTER. As soon as TYRION's party enters the tent, both TYWIN and KEVAN look up. TYWIN looks less than thrilled to see TYRION.]

KEVAN: Tyrion...

TYRION: Uncle. Father.

[TYRION stands before his father. BRONN, SHAGGA, and two other tribesmen, TIMETT and CHELLA, join him.]

TYWIN: The rumors of your demise were unfounded.

[TYRION looks irked.]

TYRION: Sorry to disappoint you....

[TYWIN glances at BRONN and the hill tribesmen, still looking a bit irritated.]

TYWIN: And who are these...companions of yours?

TYRION: This is Shagga, Son of Dolf, Chieftain of the Stone Crows.

[TYWIN and SHAGGA briefly stare each other down.]

TYRION: Timett, Son of Timett, ruler of the Burned Men.

[TYWIN and TIMETT stare each down.]

TYRION: This fair maid is Chella, daughter of Cheyk, leader of the Black Ears.

[TYWIN glances at CHELLA dismissively.]

TYRION: And here we have Bronn, son of...

BRONN: You wouldn't know him.

[Brief pause as TYWIN continues to look over TYRION's companions. KEVAN looks uncertain and closes his eyes exasperatedly.]

TYRION: [to his companions] May I present My Lord Father: Tywin, son of Tytos, of House Lannister, Lord of Casterly Rock and Warden of the West. [to TYWIN] Kind of you to go to war for me.

[TYRION reaches for one of the glasses on the table, but TYWIN snatches it away, putting it out of TYRION's reach.]

TYWIN: [slightly embarrassed] You left us no choice. The honor of the House was at stake. [with a hint of disgust] Your brother would never have submitted to capture so meekly....

TYRION: [calm, but slightly irritated] We have our differences, Jaime and I. He's braver. I'm better looking.

TYWIN: He's been covering himself in glory!

KEVAN: Jaime smashed the Riverlords at the Golden Tooth, and now lays siege to Riverrun, Catelyn Stark's homeland.

TYRION: [to KEVAN] And the Starks? Lord Eddard?

TYWIN: - is our hostage. He will lead no armies from his dungeon cell.

[TYWIN smirks slightly.]

TYRION: [with a hint of sarcasm] How did my sweet sister persuade the King to imprison his dear friend Ned?

TYWIN: Robert Baratheon is dead. Joffrey rules in King's Landing.

[TYRION looks shocked. He looks at KEVAN, who nods, confirming the news. TYRION looks from KEVAN back to TYWIN.]

TYRION: My sister rules, you mean....?

KEVAN: Stark's son has called his banners. He moves south with a strong host.

TYWIN: [dismissively] A green boy. One taste of battle and he'll run back to Winterfell with his tail between his legs.

TYRION: Maybe....though the boy does have a certain belligerence. You'd like him.

[Brief pause.]

TYRION: While we're on the subject of war, I made promises to my friends here, and a Lannister always pays his debts. We shall require 3,000 helms and shields, plus swords, pikes, gorgets, maces...

[A MESSENGER suddenly enters TYWIN's tent, interrupting TYRION. He gets on one knee in front of TYWIN.]

MESSENGER: If it please, my lord, Ser Addam bids me report that the Northmen have crossed the Neck.

[KEVAN looks at TYWIN expectantly. TYWIN has a look on victory on his face.]

TYWIN: The wolf rushes into the lion's jaws. So be it.

[He abruptly stands up.]

TYWIN: [to KEVAN] Kevan, command the drummers beat assembly. And send word to Jaime that I am moving against Robb Stark.

KEVAN: At once, my lord.

[He leaves the tent. TYWIN then approaches the hill tribesmen before standing directly in front of SHAGGA. TYRION is shown grabbing the jug of wine on the table.]

TYWIN: [to SHAGGA] It is said that the men of the Mountain clans are great warriors. Ride with me against my enemies and you shall have all my son promised you and more.

SHAGGA: Only if the halfman fights with us. Until we hold the steel he pledged us, the little lion's life is ours.

[TYRION glances over at the hill tribesmen nervously. He then glances at his father, who turns around and looks back. TYRION looks away, still startled.]

[Scene shifts to HELGEN, the dining hall, where ALISE, LUCIUS, MIRA, ERIK, and DOMINIC are settling down for dinner. They all take their respective seats and all begin eating.]

ALISE: So, Lucius, don't you want to tell everyone else what happened to you today?

[LUCIUS grins.]

LUCIUS: Of course, Mother. [to everyone] Father's named me acting Lord of Helgen while he is away fighting with Robb Stark.

[Both MIRA and ERIK look alarmed.]

ERIK: Why?

LUCIUS: [matter-of-factly] Why? Well, because I'm his heir.

MIRA: But, shouldn't Duncan rule instead? He's castellan, and has much more experience.

[LUCIUS lifts an eyebrow.]

LUCIUS: You seem less than thrilled about Father's decision, Mira. And anyway, Father asked Duncan and Uncle Ethan to come with him.

[MIRA looks embarrassed.]

MIRA: I didn't mean it like -

ALISE: I'm sure Mira didn't mean any offense, Lucius. This has taken all of us by surprise.

[LUCIUS shrugs.]

LUCIUS: I suppose you do have a point there, Mother.

[LUCIUS resumes eating. MIRA glances around the table.]

MIRA: Mother, may I be excused? Suddenly I don't have much of an appetite.

[LUCIUS glances at her again. ALISE glances from LUCIUS to MIRA.]

LUCIUS: Oh, come on, Mira. Me being lord won't be that bad.

[MIRA gives LUCIUS a fake smile.]

ALISE: Go ahead, Mira.

[MIRA leaves, leaving most of her food untouched. ALISE looks after her, worried, and then goes after her.]

[LUCIUS chuckles.]

LUCIUS: Well, I don't see what Mira's problem is....

[He resumes eating. ERIK glances at DOMINIC, who looks worried himself, then back to LUCIUS. He still looks a bit shocked.]

ERIK: Seven hells....

[He abruptly leaves.]

DOMINIC: [calling after ERIK] Hey...wait for me!

[DOMINIC leaves too. LUCIUS is now alone at the table.]

LUCIUS: Well...okay then.

[Quick cut to MIRA in her chambers, looking worried. ALISE is seen entering after her.]

ALISE: Mira...I know you're worried.

[MIRA glances at her mother.]

MIRA: I talked to Maester Vahaelor not too long ago about Lucius.

ALISE: I know. He mentioned to me about yours and his conversation.

MIRA: Mother, you know about the things Lucius does! Father had a hard enough time reigning him in when he was here! But now that he's gone and has made Lucius lord....he'll have free reign to do whatever he pleases. And with the Starks away fighting, there's no way he'll get in trouble for it. It just what I was afraid of....

[ALISE puts her arm around MIRA in a comforting way.]

ALISE: Actually, it'll be quite the opposite. Maester Vahaelor and have made it very clear to Lucius that as lord he won't be able to get away with some of the more - detrimental - activities that he's so fond of doing. He has actual responsibilities now.

[MIRA glacnes back at her mother.]

MIRA: Are you sure?

ALISE: I am. At least...I hope so.

[MIRA still looks worried, but also now looks hopeful.]

[Shift back to ROBB's camp, where he is in his tent going over battle plans with his advisors.]

RODRIK: The scouts report Lord Tywin moves north. We need to get him on broken ground, put his knights at a disadvantage.

GREATJON: No, we need to get around him and break Jaime Lannister's siege of Riverrun. Do that and the Riverlords will join us.

ROBB: To do either we need to cross the river. And the only crossing is at the Twins.

THEON: Lord Frey controls that bridge. [to CATELYN] Your father's bannerman.

[CARMINE groans. ROBB glances at him.]

ROBB: Something wrong, Carmine?

CARMINE: I'm not too fond of Walder Frey....

ASHTER: I suppose we should have a chat with him...

CATELYN: "The Late Lord Frey" my father calls him. At the Trident, he didn't appear until the battle was done. Some men takes their oaths more seriously than others.

[Outside, a few Stark soldiers have captured a Lannister scout, who is struggling to get free, but is unsuccessful. They take him to ROBB's tent.]

THEON: Robb's right. We need that bridge.

GREATJON: So what's it gonna be? Do we move against Jaime or Lord Tywin?

ASHTER: I say Jaime. We march on him, capture him, now we've got a prisoner. Perhaps we trade him for Father, Sansa and Arya. They'll take back that sister-fucking fool faster than you can say 'sister-fucking fool'.

[GREATJON smirks at ASHTER.]

GREATJON: I like the way you think, lad.

[ASHTER grins back.]

ASHTER: Thank you, Lord Umber.

THEON: You expect the Lannisters to agree to that?

ASHTER: Why wouldn't they? He's the golden son. They'll make the trade. They're not as stubborn as your father.

THEON: You don't know my Father.

ASHTER: Neither do you.

[The soldiers with the LANNISTER SCOUT enter the tent. GREATJON turns to face them.]

STARK GUARD 1: Your pardon, my lords. We've captured a Lannister scout.

[THEON promptly covers up the map. GREATJON sees him do it.]

GREATJON: Don't worry, lad. He won't be leaving this tent with his head.

[The SCOUT looks nervously at GREATJON.]

ROBB: Where did you find him?

STARK GUARD 1: In the brush above the encampment. He looked to be counting.

[ROBB wanders over to the SCOUT.]

ROBB: How high did you get?

[The SCOUT looks around nervously.]

SCOUT: 20,000. Maybe more.

ASHTER: Seven hells....

[Pause. GREATJON stares at the scout with an angered look.]

RODRIK: You don't have to do this yourself. Your father would understand.

ASHTER: I'll do it.

[He starts to pull out a knife and starts to go over towards ROBB and the SCOUT, but ROBB waves him away.]

ROBB: No. Our father understands mercy, when there is room for it. And he understands honor and courage.

[RODRIK nods, understanding.]

ROBB: [to the GUARDS] Let him go.

[Both THEON and GREATJON look surprised.]

ASHTER: [shocked] What!? What in seven hells are you letting him go for?

CATELYN: Robb -

[CATELYN starts to stand, but ROBB looks over his shoulder with a stare, glaring at CATELYN and ASHTER with a determined look on his face. CATELYN understands and looks down in regret. ASHTER puts his knife away and looks at ROBB with an irate expression, clearly upset with ROBB's decision. After a long while, ROBB turns back to the SCOUT and leans in to whisper to him.]

ROBB: [softly] Tell Lord Tywin winter is coming for him. Twenty-thousand Northerners marching south to find out if he really does shit gold.

SCOUT: Yes, My Lord. Thank you, My Lord.

[ROBB nods to the guards, who lead the SCOUT out of the tent. CATELYN, ASHTER, THEON, and RODRIK all look on, all maintaining poker faces, though ASHTER is still clearly upset. GREATJON then turns to face ROBB, looking irate himself.]

GREATJON: Are you touched, boy?! Letting him go?

ROBB: [threateningly] You call me boy again.

[GREATJON is still clearly fuming and further gets in ROBB's face. He obviously wants to keep scolding him.]

ROBB: [still threatening] Go on.

[Tense pause. GREATJON glances over at the others. He finally concedes and storms off, growling as he does. ASHTER looks as though he is about to say something, but CATELYN looks at him and nods her head, not-so-subtly telling him not to. ASHTER nods at her in acceptance and sits back down.]

[Shift to the Black Cells, where NED is shown asleep. A guard holding a torch is shown walking by and kicks at him. NED jerks awake, and when he does, the guards walks away. NED looks around to regain his bearings, and just as he does, he is in total darkness again.]

[Elsewhere in the Red Keep, SARINA WATERS is shown approaching SANSA's chambers, being guarded by a pair of Lannister guards.]

SARINA: Lady Sansa has been summoned to court. I'm to escort her there.

GUARD 1: All right.

[He opens the door. SANSA is shown sitting on her bed looking forlorn. As her door opens, she looks at SARINA.]

SARINA: Greetings, Lady Sansa. I've been asked to escort you to court.

[Quick cut to SARINA leading SANSA down a hallway of the Red Keep towards the throne room.]

SARINA: You know, your father came and spoke to me not too long ago. He was so kind - not the kind of man who you'd expect to be a traitor.

[SANSA is clearly conflicted.]

SANSA: I don't really know what happened. But I don't think my father would betray King Robert. They were best friends.

SARINA: Maybe it's all some big misunderstanding then.

SANSA: Maybe....

[They have arrived at the throne room. SARINA encourages her to go.]

SARINA: Good luck.

[SANSA smiles at her and proceeds into the court room. A large host of people are present. JOFFREY is sitting on the Iron Throne, and with him are CERSEI, THE HOUND, and the members of both the Kingsguard and the Small Council. JANOS SLYNT is standing in front of the Iron Throne. GRAND MAESTER PYCELLE is reading from a scroll.]

PYCELLE: "It is also the wish of His Grace that his loyal servant Janos Slynt, Commander of the City Watch..."

[As SANSA makes her way through the crowd, she greets several people.]

SANSA: [to SER ARON SANTAGAR] Ser Aron.

PYCELLE: "...be at once raised to the rank of Lord...."

SANSA: [to LORD GYLES ROSBY] Lord Gyles.

PYCELLE: "...and granted the ancient seat of Harrenhal..."

[CERSEI spots SANSA as she arrives and smirks. JOFFREY sees her too and also grins slightly.]

PYCELLE: "...and that his sons and grandsons shall hold this honor after him, until the end of time."

[JANOS bows. Several of the other figures in the room are heard muttering as JANOS leaves.]

PYCELLE: "In the place of the traitor Eddard Stark, it is the wish of his Grace that Tywin Lannister, Lord of Casterly Rock and Warden of the West, be appointed Hand of the King. Lastly, in these times of treason and turmoil, it is the view of the Council that the life and safety of King Joffrey be of paramount importance."

[PYCELLE rolls up his scroll as he finishes reading.]

CERSEI: Ser Barristan Selmy.

[She stands. BARRISTAN leaves the row of Kingsguard and stands before the throne.]

BARRISTAN: Your Grace, I am yours to command.

[He kneels.]

CERSEI: Rise, Ser Barristan.

[She is smirking again. BARRISTAN stands.]

CERSEI: You may remove your helm.

[BARRISTAN hesitates before removing his helmet.]

CERSEI: You have served the Realm long and faithfully. Every man and woman in the Seven Kingdoms owes you thanks. But it is time to put aside your armor and your sword. It is time to rest and look back with pride on your many years of service.

[More murmuring is heard from the others present. BARRISTAN looks confused.]

BARRISTAN: Your Grace, the Kingsguard is a sworn brotherhood. Our vows are taken for life. Only death relieves us of our sacred trust.

CERSEI: [mocking] Whose death, Ser Barristan? Yours, or your king's?

[BARRISTAN looks insulted.]

JOFFREY: [also mocking] You let my father die. You're too old to protect anybody.

BARRISTAN: Your Grace -

CERSEI: The Council has determined that Ser Jaime Lannister will take your place as Lord Commander of the Kingsguard.

[BARRISTAN looks even more insulted.]

BARRISTAN: [incensed] The man who profaned his blade with the blood of the king he had sworn to defend!

CERSEI: [threateningly] Careful, Ser.

VARYS: We have nothing but gratitude for your long service, good ser.

[BARRISTAN shifts his gaze to VARYS, still looking insulted.]

VARYS: You shall be given a stout keep beside the sea, with servants to look after your every need.

BARRISTAN: A hall to die in and men to bury me.

[BARRISTAN very forcefully removes his cape.]

BARRISTAN: I am a knight! I shall die a knight!

[He throws his cape, his helmet, and his gloves at the foot of the Iron Throne. SANSA looks on, a mournful look on her face.]

LITTLEFINGER: [sarcastic] A naked knight, apparently....

[The crowd laughs at this. JANOS is also seen chuckling to himself. This is clearly the last straw for BARRISTAN, who angrily draws his sword and points it at JOFFREY. The remaining Kingsguards draw their swords as well and point them all at BARRISTAN.]

BARRISTAN: [to the Kingsguard] Even now I could cut through the five of you like carving a cake!

[There is tense silence in the room. All eyes are on BARRISTAN, and several Gold Cloaks, including JANOS, have their hands on their swords now too.]

BARRISTAN: [to JOFFREY] Here, boy!

[He throws his sword at the foot of the Iron Throne.]

BARRISTAN: Melt it down and add it to the others!

[BARRISTAN storms out of the throne room. The crowd lets him pass as he leaves, and the other Kingsguards sheath their swords.]

ROYAL STEWARD: If any man in this hall has other matters to set before His Grace, let him speak now or go forth and hold his silence.

[SANSA and CERSEI briefly meet each others' eyes.]

SANSA: Your Grace?

JOFFREY: Come forward, My Lady.

[SANSA slowly comes forward and stands in front of the Iron Throne.]

ROYAL STEWARD: The Lady Sansa of House Stark.

CERSEI: Do you have some business for the King and the Council, Sansa?

SANSA: I do.

[She kneels. There is a pause.]

SANSA: As it please, Your Grace, I ask mercy for my father, Lord Eddard Stark, who was Hand of the King.

PYCELLE: [sternly] Treason is a noxious weed.

[SANSA glances worriedly at PYCELLE.]

PYCELLE: It should be torn out, root -

[JOFFREY interrupts.]

JOFFREY: [irritated] Let her speak. I want to hear what she says.

SANSA: Thank you, Your Grace.

LITTLEFINGER: Do you deny your father's crime?

SANSA: [pleading] No, My Lords. I know he must be punished. All I ask is mercy. I know My Lord father must regret what he did. He was King Robert's friend and he loved him; you all know he loved him.

[CERSEI appears to be deep in thought.]

SANSA: [still pleading] He never wanted to be Hand until the King asked him. They must have lied to him. Lord Renly or Lord Stannis or somebody. They must have lied!

JOFFREY: He said I wasn't the King. Why did he say that?

SANSA: He was badly hurt. Maester Pycelle was giving him milk of the poppy.

[JOFFREY glances at PYCELLE. PYCELLE had a look on his face where he looks slightly guilty if this is indeed the reason.]

SANSA: He wasn't himself. Otherwise he never would have said it.

[Pause as JOFFREY ponders this.]

VARYS: A child's faith....such sweet innocence. And yet they say wisdom oft comes from the mouths of babes.

PYCELLE: Treason is treason!

[SANSA glances back at PYCELLE, who looks at her suspiciously.]

JOFFREY: Anything else?

SANSA: [nervously] If you still have any affection in your heart for me, please do me this kindness, Your Grace.

[JOFFREY thinks for a moment. CERSEI glances at him expectantly. SANSA waits with a nervous look on her face.]

JOFFREY: Your sweet words have moved me. But your father has to confess. He has to confess and say that I'm the King...or there'll be no mercy for him.

[Pause]

SANSA: He will.

/ BLACKOUT /

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