The battle of Blackwater draws near. In the hour of its arrival, The Hound and Bronn find themselves at odds inside a brothel. Just as they are about to fight one another, the bells toll to signify that King's Landing will be in the mist of war.
Tyrion heads out to battle, but not before saying a brief goodbye to Shae. Meanwhile, Joffrey insists that Sansa kiss his sword for luck, then taunts that one day she will kiss the blood of her brother off of that very sheaf of metal. Of course, Sansa takes her own dig by implying that Joffrey will not be fighting on the front lines and will therefore not be in the thicket of the most danger.
Stannis and Davos throw the Lannisters off their scent by sending an abandoned ship through an obvious passage; as the wildfire burns, the women take refuge inside the city's walls.
Maester Pycelle has prepared Cersei by giving her a poison, should she decide that the battle will not be won by the Lannisters. With this in mind, she and Sansa talk. Cersei explains what Sansa will have to endure should she become Queen and explains the purpose of sitting with the women - for comfort. Just as Shae's lack of ability during a curtsy raises Cersei's suspicion, Lancel interrupts with news that Stannis's men are at the gates. Cersei insists that Joffrey be safely escorted away from the fighting. Naturally, once this is accomplished, Lancel returns with information that the Lannister bannermen have lost hope now that their leader has run from the scene.
As Shae flees to find Tyrion, she finds that the little man has been perilously wounded during the battle. Covered in blood, he appears to be unconscious.
Sansa goes to her room to bar the door should the Baratheon fighters have impure intentions with her. There, she finds the Hound, who has abandoned the fight now that the sea is up in flames. He urges Sansa to go with him, promising to take her to Winterfell, but she refuses.
Furious and frightened, Cersei finds her son Tommen and tries to comfort him, fingering the poison as she tells him a children's tale. Just as she is about to have him sip from the bottle, Tywin Lannister and Loras Tyrell open the door to reveal that the Lannisters have won the battle.