In the black of night, Stannis's fleet sails to take King's Landing. Davos is cautious about their chances of success, but the Onion Knight's son is optimistic. Mattos has faith in the Lord of Light and, more practically, their superior numbers. Not to mention his father's leadership.

Tyrion lies awake in bed. Letting his somber side show for once, he can't escape the fact that if Stannis takes the city, all the Lannisters will burn. Shea tries to comfort him, promising that she'll protect her Lion no matter what.

Meanwhile, Maester Pycelle gives Cersei another kind of comfort in the form of a vial of Nightshade, a lethal poison for her to take just in case things turn particularly grim. She doesn't respect the old man much, but she takes the bottle all the same. Good to have a last resort.

Bronn and his men drink and sing "The Rains of Castamere," a song commemorating Tywin's utter destruction of a traitorous house. There are whores as well, because it just wouldn't be a fitting last night otherwise. The Hound walks in, looking for a fight. Bronn's willing to oblige him, if that's how it has to be (and with the Hound, that's always how it has to be), when they're interrupted at the last moment by the ringing of bells. Stannis has arrived.

Tyrion's meek squire Podrick Payne dresses his lord for battle while Varys gives him a map detailing King's Landing's extensive network of underground tunnels. The city was built not only to withstand any siege, but to allow for escape if its fortifications were overwhelmed. Tyrion, though, intends to go down with the ship. Varys admires the decision, and confides in Tyrion that he can imagine nothing worse than a man who serves the dark forces that Stannis has meddled in seated upon the iron throne. He believes that at this point, Tyrion is the only one who can save them.

Tyrion and Bronn go over the final details of their plan and tell each other not to die. They really do consider themselves friends. Tyrion bids Shae a discrete farewell and Sansa sees Joffrey off with a kiss on his phallically-positioned sword, Hearteater. Sansa tells Shae that she's certain her king will return. "The worst ones always live."

Joffrey, Lancel, and the Hound meet Tyrion on the battlement. They bicker and threaten each other over the small matter of the royal fleet being entirely absent. It's all part of the plan, promises Tyrion.

Davos is equally confused as to where the enemy ships are. Mattos thinks they must have taken them by surprise, or that they've deserted their false king. Perhaps, Davos says, but he's far too wary to buy it.

In Maegor's Holdfast, Cersei presides over the women and children of the court. She calls Sansa over and gives her some wine (which the Queen herself is drinking at a consistent pace) and tells her that the King's Justice, Ser Ilyn Payne (the same grim-faced, tongueless executioner who decapitated Ned), is there for their protection. She then sends him to lop the heads off some would be deserters, because traitors are a danger to them all. Sansa will have to know these sorts of things if she's to be queen, insists Cersei.

The Baratheon fleet is within sight. Archers knock their arrows, and hold on Tyrion's command. Only one ship is in the harbor to meet them, and Davos knows something is terribly amiss when it drifts by them, completely empty.  The head pyromancer appears and hands Tyrion a torch just as Davos spots the bright green wildfire flowing from the lone ship.

Too late.

Tyrion drops his torch, signaling a faraway Bronn to loose one flaming arrow at the trail of Westerosi napalm. The projectile finds its mark, and the bay ignites. Davos tries to shout a warning, but to no avail. The flames reach the ship, and everything goes mad.

The explosion is massive. Its shockwave knocks Davos and his son off their feet and rips their ship apart board by board. Brilliant green flames engulf the heart of Stannis's fleet, the wildfire setting whatever it touches alight. Blazing masts fall on smoldering men as soldiers and sailors yell and writhe and die. Others dive overboard in a desperate effort to quench the unnatural fire, only to drown burning.

From the battlement, an emerald cloud of destruction eats the ships. The Hound is terrified by the fire, Tyrion by the endless screams of agony he's caused. Joffrey grins at the horrific deaths of his enemies.

On his still-intact ship, Stannis reacts to the annihilation of most of his forces by preparing to land regardless. After this setback, says one of his shaken men, hundreds of them will die in the assault. "Thousands," corrects the rightful heir to the iron throne, as brutally honest as ever.

Sansa prays with the other young women. Cersei calls over her future daughter-in-law to dispense further sage advice. Tywin taught her that praying is useless, for the gods have no mercy. She has Sansa sit down and drink more. Cersei wishes she were born a man, if only so she wouldn't have to be pent up with all these people she loathes.  Sansa helpfully points out that they were invited, only for the Queen to explain that it was expected of her to do so. She dreads having to surrender to Stannis, knowing he'd be impossible to seduce (although a certain red priestess might disagree). Cersei wonders if she's shocked Sansa, and informs the young girl that a woman's best weapon is between her legs. She goes on to point out that, at the end of a siege like this, all these women are likely to be raped.

Dozens of skiffs carrying Stannis's troops make for the shore. Flaming arrows thin their ranks as they seek cover against the city walls, where defenders drop rocks down on them, one of which crushes the skull of the man next to Stannis, splattering blood and brains on the king. He orders his troops to the mud gate, like Tyrion suspected, where the Hound leads a party of soldiers to welcome them. They set to killing each other.

Cersei laments the marginalized role of women in Westeros, reflecting that she was more or less sold like a whore. Speaking of which, she spies Shae and realizes they're unacquainted. Cersei asks how the professed handmaiden managed to find herself where she is today. Luckily, just as Shae begins her false life story, a wounded Lancel enters with news that Stannis's army has landed. Cersei tells him to go and retrieve Joffrey, but he argues that the king's absence would be terrible for morale. Cersei doesn't care. She then informs Sansa that she lied earlier: Ser Ilyn isn't there to protect the women and children, but to kill them if the city should fall.

On the battlefield, the Hound bifurcates his adversaries, until he becomes utterly paralyzed by the sight of a burning soldier. Bronn saves his life, and Sandor leaves the fray.

Stannis orders his men to raise ladders, and makes sure he's the first one to climb. He reaches the top of the battlement and takes on all comers.

Tyrion sees the Hound drinking wine and orders him back outside. But as long as that's where the fire is, Clegane has no intention of obeying. He forsakes the Kingsguard, the city, and the King before marching off. Joffrey looks understandably shaken at the desertion of his most loyal servant.

More of Stannis's men land. They flip over a skiff and use it as cover for a battering ram, then set to banging at the city gates.

Lancel returns and begrudgingly tells Joffrey and Tyrion that Cersei wants her son moved away from the fighting. Joffrey knows he should stay with his men, and Tyrion all but begs his nephew to act like a king for once, but no such luck. Joffrey orders Ser Mandon Moore to represent him on the battlefield, and retreats to safer ground.

Tyrion realizes he has to lead the attack. The soldiers are all about to abandon him, which means it's time for a rousing speech. He yells that if he's half a man, what would that make the lot of them? He knows a way they can get behind Stannis's army. They should fight, not for their king nor for honor nor glory nor gold, but for their city, their home, their women, and all that Stannis would take from them. "Those are brave men knocking at our door," Tyrion finishes, "Let's go kill them!" The soldiers cheer.

Cersei sits with Tommen, while Lancel tells her the battle is lost. Taking Joffrey to safety was a terrible move, says the usually obedient Lannister, and he intends to put him back on the battlefield. Cersei won't have it, and when Lancel tries to force her to listen she hits his wounded shoulder and storms out with her youngest son while her cousin writhes on the floor. Sansa calms the women, joining them together in song, when Shae pulls her away and tells her to go to her chamber. Stannis won't hurt her, but Ser Ilyn will. Shae isn't coming, though. She needs to see Tyrion.

In her room, Sansa looks at the doll her father gave her when they first arrived in King's Landing, then notices the Hound, utterly broken, sitting in the shadows. He's going somewhere that isn't burning. He can take her to Winterfell, if she'd like. She decides to take her chances with Stannis. Sandor advances and startles her. He tells her to look at him. He's a killer just like Stannis, Joffrey, her father, her brother, and her sons someday. The world is made by killers. She better get used to looking at them. Sansa gathers herself, and tells the Hound that he won't hurt her. And she's right. He leaves her there alone.

Tyrion leads his men out of one of the tunnels on Varys's map. They take Stannis's troops in the flank, and destroy his battering ram. The soldiers chant for the half man, when hundreds more Baratheon men come charging at them. The armies continue to clash.

In the thick of battle, Tyrion runs into Ser Mandon Moore. He gives the member of the Kingsguard a slight nod of camaraderie, when the knight swings his sword at the dwarf, brutally slicing him across the cheek and forehead. Moore moves in for the kill, when a spearhead impales his face from behind. It was Podrick Payne, doing his duty as a squire. The boy kneels by his wounded lord.

Cersei sits on the iron throne with Tommen, and tells her son the story of a mother lion and her cub, surrounded by evil things. She readies the Nightshade.

As Tyrion lies bleeding in the dirt, a mass of charging cavalry arrive and lay waste to Stannis's forces.

Just as Cersei is about to feed Tommen the poison, soldiers burst into the throne room, led by someone in the late King Renly's armor. He takes off his helmet. It's Ser Loras Tyrell.

Two of Stannis's men try to pull their king to safety as he screams for his troops to stand and fight.

Cersei gapes in confusion until her father walks in. She drops the Nightshade to the floor, where the bottle shatters.

"The battle is over," says Lord Tywin, "We have won."

In the most definitive statement of Lannister victory imaginable, "The Rains of Castamere" plays over the end credits.

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