On the ship Balerion, Daenerys plans to reach the city of Astapor with her advisors, Ser Jorah and the squire Arstan Whitebeard. Her ultimate goal is to raise a loyal army to help her reconquer the Seven Kingdoms, from which her family was exiled many years earlier. Ser Jorah is suspicious of Whitebeard because he says he's a servant but speaks eloquently and has courtly manners, and he warns Daenerys of spies and assassins. In private, Ser Jorah also encourages Daenerys to buy an army of Unsullied, eunuch slave warriors who are renowned soldiers. Abruptly, Ser Jorah kisses Daenerys, which surprises and confuses her.
Young Bran is traveling in secret with his protectors, Meera, Jojen, and Hodor. As a son of the Stark family, Bran is in constant danger of abduction or murder. Bran is a warg, which means he can inhabit other bodies, notably that of his direwolf, Summer. He spends time inside Summer's mind, fighting a wolf pack and feasting on their kill, but then he is awoken from the trance and told to eat their meager rations. Bran was crippled in an accident, and entering the wolf’s mind is an opportunity to move freely. But Jojen warns Bran not to spend too much time in a wolf's skin, or else he will lose himself. They debate where to go next, and Bran mourns the deaths of so many friends and family. He asks to see a crow, because he wants “to fly.”
When he arrives in port, Davos meets with his friend Salladhor Saan, a pirate who also fought for King Stannis at the Battle of Blackwater. Davos openly blames the loss of the battle on the priestess Melisandre, who has great power over King Stannis and believes Stannis is the messiah Azor Ahai. At first Salladhor warns him getting revenge is too dangerous, and finally he rejects Davos and rescinds their friendship. Davos goes to the castle with the intention of killing Melisandre, but instead he is apprehended and thrown in a dungeon.
Brienne, Ser Cleos, and Jaime arrive at the Inn of the Kneeling Man, where they seek room and board. But the original owners are dead and a dubious family has taken over the establishment. They learn that the waterways will soon become clogged with war debris, and after a long negotiation with the new tavern keeper, Brienne offers to buy three horses for an exorbitant price. Jaime insults Brienne throughout as stupid and ugly, but she refuses to harm him, because of her promise to Catelyn deliver him safely. The innkeeper recommends a road, but Jaime and Brienne take the opposite road, expecting that the innkeeper is leading them into a trap.
Feeling alienated, Tyrion tries to eke information out of Varys, a eunuch and master of spies in the royal court. Tyrion asks Varys to arrange a rendezvous with his mistress, Shae, who is now a maid in the Lannister home. Varys makes the arrangement, despite the danger, and Tyrion meets secretly with Shae. He intends to encourage Shae to leave the house for a safer place, but instead they have sex and Shae shrugs off his warnings. Tyrion leaves the tryst feeling anxious. When the singer Symon Silver Tongue threatens to blackmail Tyrion about his relationship with Shae, Tyrion suggests that the sellsword Bronn should kill Symon and dispose of his body in a meat shop.
As Arya forages in an abandoned garden, three men appear and threaten her. They coerce Arya and her companions to go with them. They also arrive at the Inn of the Kneeling Man, but after Jaime and Brienne have departed. Arya’s temper grows, especially when a group of soldiers arrives. Panicking, Arya breaks the nose of one of the men. Before she can escape, the soldiers enter, but Arya recognizes Harwin, a guard who once served her family. Harwin recognizes her as well and reveals her identity. For a moment, Arya believes she has been saved.