Contains spoilers for this episode and earlier episodes.
Sansa meets Margaery and Olenna Tyrell, who press her to describe Joffrey honestly. After struggling to speak freely, she admits that he is cruel. Margaery later wins Joffrey's attention by showing an interest in his crossbow and carefully answering his questions about Renly. Shae warns Tyrion that Baelish is pursuing Sansa. In the Riverlands, Robb learns that his grandfather Hoster Tully has died and that Winterfell has been burned, with Bran and Rickon missing. He heads for Riverrun with Catelyn, who tells Talisa how she once failed to keep a promise to love the motherless Jon Snow.
Bran encounters Jojen and Meera Reed on the road north. Jojen recognises Bran's unusual dreams and helps him understand his connection to the three-eyed raven and his ability to enter animals' minds. Beyond the Wall, Jon sees Orell use similar powers, while Mormont orders Rast to keep the exhausted Sam alive during their retreat. Theon is tortured by unidentified captors, and a young servant promises to help him escape. Arya, Gendry and Hot Pie encounter the Brotherhood without Banners and are taken to an inn. The captive Hound recognises Arya and exposes her identity. Jaime takes a sword from Brienne and fights her on a bridge, but she defeats him. Bolton men led by Locke arrive and capture them both after a farmer reports seeing Jaime.