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"The Rains of Castamere"[3] is the ninth episode of the third season of Game of Thrones. It is the twenty-ninth episode of the series overall. It premiered on June 2, 2013 on HBO. It was written by David Benioff and D.B. Weiss, and directed by David Nutter.


House Frey joins forces with House Tully. Jon faces his most difficult test yet.[5]


In Yunkai

Outside the walls of Yunkai, Daenerys Targaryen and her commanders plan an attack on the city. Her newest captain, Daario Naharis, suggests a plan using a lightly defended back gate, a small group can infiltrate the city and open the main gates for the rest of the army to invade. Though Jorah Mormont is skeptical of both the plan and Daario's loyalty, Daenerys is convinced to try it when she asks Grey Worm if he trusts Daario. Upon being encouraged to speak his mind, he says he does. Daario also touches her on her hand, flirting for her favor to him. As the captains depart, Ser Barristan asks to go along, but Jorah reminds him that a Queensguard's place is at the Queen's side, regardless of his pride.

That night Ser Jorah, Daario, and Grey Worm sneak into the city and fight their way through the slave soldiers guarding Yunkai. There are far more soldiers than Daario anticipated, much to Jorah's irritation, but it seems that the three are evenly matched - barely.

A few hours later, an impatient Daenerys paces in her tent, asking Barristan how long a sacking of a city usually takes. Jorah and Grey Worm finally enter, covered in dust and gore but grinning widely: Yunkai is defeated. Daenerys is elated, but asks after Daario, who is still absent. After a suspenseful pause by Jorah, Daario strides into the room and kneels before the Queen. He presents Yunkai's torn flag and triumphantly says the city is hers.

Beyond the Wall

North of the Wall, Samwell Tarly and Gilly continue on their march south, after barely escaping an encounter with a White Walker during which Sam actually managed to kill the creature using a dragonglass dagger.


Sam tells Gilly about a way to get through the wall.

Sam tells Gilly that they are a considerable distance west of Castle Black, but this isn't a problem, because this means they are close to the Nightfort, the original headquarters of the Night's Watch, which was abandoned centuries ago as the organization's numbers dwindled. Sam explains that he plans to get them across the Wall using a secret sally-port which leads right into the Nightfort. Gilly is amazed that Sam knows so much history just from reading books, insisting that he is a wizard (much to Sam's delight) and is awestruck when she finally catches a glimpse of the Wall.

In the Gift

Bran Stark and his group have passed far enough north that they have left the Seven Kingdoms proper, and entered into the Gift: a stretch of land south of the Wall which was gifted to the Night's Watch thousands of years ago by Brandon the Builder, from which the Watch draws support for its material needs. The Reeds are puzzled, because the Gift possesses good arable land but the countryside is empty. Bran explains, to Osha's discomfort, that wildling attacks coming over or around the Wall caused most of the smallfolk to flee the Gift over the centuries. Meanwhile, the Watch's diminishing numbers mean they don't really need that much support from the Gift anymore, explaining why they haven't encountered any brothers of the Watch working the lands either. Bran's group takes shelter in an abandoned mill to get out of a thunderstorm.

Nearby, Jon Snow and the wildling party encounter an old man who lives alone at a small farm where he breeds horses for the Night's Watch. They plan to attack him to steal his horses and gold, but Jon insists that the old man is no threat to them. Orell and Tormund intend to kill the man so as to stop him from alerting the Night's Watch to their presence. However, when the party attacks the farmstead, Jon surreptitiously hits a rock with his sword, alerting the old man who flees; Jon also distracts Ygritte when she tries to shoot the fleeing man with an arrow. While in the mill, Bran and Jojen Reed discuss how they plan to cross the Wall, before Meera spots the old horse breeder riding nearby. After the old man is captured by the wildlings, Hodor — scared by the thunder — begins yelling, which threatens to give away their location to the wildlings. Bran uses his warg abilities to enter Hodor's mind and cause him to pass out.

Summer attacks Wildling

Summer attacks a Wildling.

Outside, Tormund moves to kill the old man, but Orell tells him to have Jon do it instead to prove his loyalty. Jon is ultimately unable to kill the innocent man, and instead Ygritte kills the man with an arrow. Realizing that Jon is still loyal to the Night's Watch, Tormund orders his men to kill Jon; Tormund restrains Ygritte to stop her trying to help Jon, and soon after Jon battles with Orell. At the urging of Jojen, Bran enters the mind of Summer, his direwolf, to aid Jon. Summer and Shaggydog kill two wildlings threatening Jon as he battles to the death with Orell and finally kills him. With the last of his strength Orell wargs into the mind of his pet eagle, which swoops down and attacks Jon, clawing him badly about the face before he beats the bird off. Jon then jumps to mount a nearby horse and escapes, leaving Ygritte and heading back to the Wall.

Jon kills Orell

Jon kills Orell.

That night Bran asks Osha to take Rickon (who would be heir to Winterfell if anything were to happen to Bran or Robb) to Last Hearth, the home of House Umber, while he, Meera and Jojen head through the Wall in search of the Three-Eyed Raven. Osha promises to look after Rickon and orders the Reed siblings to do the same with Bran before she, Rickon, and Shaggydog depart in the dead of night.

In the Riverlands

In the Riverlands, en route to the Twins, Robb consults with his mother about attacking Casterly Rock. Robb claims that it is a dangerous move, but if Tywin's castle is taken away from him - the lords of Westeros will realize he is not invincible. Catelyn points out that the plan requires the cooperation of Lord Frey, and in case reinforcements arrive from King's Landing before the castle is taken - the Stark host will be destroyed. She silently examines the map, and finally says in a harsh voice "Show them how it feels to lose what they love".

Robb Stark's army arrives at the Twins, the castle seat of House Frey, for his uncle Edmure's wedding. Enduring Lord Walder Frey's insults directed at him and his wife, Robb makes a public apology to Lord Frey's daughters and granddaughters for breaking his promise to marry one of them. Frey accepts the apology and offers the Starks and their men his hospitality.

That night Edmure is introduced to his bride Roslin Frey, discovering much to his relief that she is a beauty. The wedding and the feast that follows it are quite celebratory and lively affairs, with all the participants in high spirits.


Edmure and his new bride.

Edmure is clearly in love and his attentions are focused solely on his bride. As the celebrations reach their heights Lord Walder calls for the bedding ceremony. Robb agrees and the bride and groom are carried off to their wedding bed, Roslin carried off by the male guests and followed closely by Edmure, who is collected by the Frey women. Brynden Tully, having drunk too much wine, excuses himself from the celebration to "find a tree to piss on."

After they leave and the festivities begin to wind down, Catelyn becomes suspicious when she notices Black Walder Rivers close the banquet hall doors and the musicians in the gallery begin playing "The Rains of Castamere" – the song commemorating House Lannister's decisive and brutal victory against the rebellious House Reyne of Castamere years ago. Walder rises to make a toast to Robb, and Catelyn, seated beside Lord Roose Bolton, notices that the latter is wearing mail under his clothing. Realizing they are in a trap, Catelyn slaps Roose across the face and screams a warning to Robb, but by then it is too late. Lord Walder signals his men to attack.

Talisa Stabbed

Talisa is stabbed by Lame Lothar.

In what becomes known as the infamous Red Wedding, Lothar draws a knife and repeatedly stabs the pregnant Talisa in the stomach, killing her unborn child. Talisa collapses to the ground as chaos surrounds. Before he can react, Robb is shot by the musicians with crossbows several times and falls to the floor. Numerous other Stark men are killed by the crossbow bolts or set upon by Frey soldiers. Catelyn is shot by one of the musicians in the back and falls to the floor.

Outside, Arya Stark and the Hound, having arrived at the Twins in disguise, are turned away by Frey guards at the time the massacre begins. Arya gives Sandor the slip and sneaks past the gate guards, only to witness Frey men kill Stark soldiers and Grey Wind, Robb's direwolf. She makes a desperate run for the castle, but is stopped by the Hound, who tells her that it is too late. When Arya won't stop, Sandor knocks her unconscious before carrying her out of the castle to safety.

Greywind dying

Grey Wind is shot dead by Frey crossbowman.

A wounded Catelyn crawls to safety beneath a table as Walder motions the soldiers to cease their slaughter. Walder mocks Robb as he limps to his dying wife. He holds Talisa in his arms as she dies. Catelyn sees an opportunity and limps out from her hiding spot to seize Walder’s cowering young wife, Joyeuse, from under his table. Catelyn holds a knife to the girl's throat and threatens to kill her if Walder does not negotiate an end to the attack. Walder refuses her, recalling the previous betrayed oath made that Robb would marry his daughter. She begs they take her hostage and that Robb, who merely lingers despondent and heartbroken beside his wife's corpse, be allowed to leave.

Catelyn kills Joyeuse

Catelyn kills Walder Frey's wife, the Lady Joyeuse, moments before being killed herself.

He questions why he should agree to such terms to which Catelyn responds by swearing on her honor as both a Tully and a Stark that if he does not let Robb go she will kill his wife. Walder chuckles and nonchalantly responds, "I'll find another." Robb stands and utters, "Mother" as Roose Bolton, who had fled the hall when the massacre began, seizes Robb, whispering "The Lannisters send their regards," before stabbing him in the heart. Robb maintains eye contact with Catelyn as he collapses to the floor. Mad with grief at the death of her firstborn son, Catelyn cries out in anguish and kills Walder's wife, fulfilling her promise. Now catatonic with grief, she stands there and accepts her fate, allowing Black Walder to slip up behind her and viciously cut her throat. She falls to the floor with a thud.


Main page: The Rains of Castamere (episode)/Appearances





Guest starring




Catelyn Stark: "Show them how it feels to lose what they love."

Rickon Stark: "I'm your brother. I've got to protect you."
Bran Stark: "Right now, I have to protect you."

Walder Frey: "Your Grace, I feel I've been remiss in my duties. I've given you meat and wine and music, but I haven’t shown you the hospitality you deserve. My King has married and I owe my new Queen a wedding gift."

Walder Frey: "The King in the North arises."

Catelyn Stark: "On my honor as a Tully, on my honor as a Stark, let him go or I will cut your wife's throat."
Walder Frey: "I'll find another."

Roose Bolton: "The Lannisters send their regards."

Jon Snow: "You were right the whole time."

Behind the scenes

  • The episode is named after the song "The Rains of Castamere," the unofficial "anthem" of House Lannister and Tywin Lannister, which refers to the destruction of House Reyne of Castamere after their rebellion against them. The song was heard in "Blackwater" and "Dark Wings, Dark Words," and its backstory was explained in the previous episode, "Second Sons".
  • King's Landing and all of its associated characters and storylines do not appear in this episode, to focus primarily on events at the Twins. This makes it the first episode not to have even a single scene in King's Landing. The episode doesn't exclusively focus on the Twins (the way that "Blackwater" focused exclusively on King's Landing), as the Daenerys, Jon Snow, Bran, Sam, and Arya subplots make short appearances. The Dragonstone and Greyjoy storylines do not appear in this episode.
  • There was a two-week break between "Second Sons" and "The Rains of Castamere," due to the Memorial Day holiday on May 26th in the United States. Episode nine of Season 2 aired over Memorial Day took a slight dip in TV ratings, so HBO opted to just take the week off for Season 3.[7]
  • George R.R. Martin found the Red Wedding (which takes place two-thirds of the way through the third volume, A Storm of Swords) to be the most difficult and upsetting scene to write in the first five novels of A Song of Ice and Fire. He wrote the chapters leading up to the wedding and then skipped it, completing the rest of the novel before going back and writing the chapter the event itself takes place in, as he could not bring himself to write it any earlier.
  • This is the first episode of the series in which no member of the Lannister family appears.
  • Author George R.R. Martin revealed that he was hoping to play one of the casualties at the Twins, but his schedule prevented him from doing so. [8]
  • Catelyn tells Roose Bolton that there was no bedding ceremony at her wedding because Eddard forbade it, saying he didn't want to have to break a man's jaw for stripping his new bride. The books explicitly state that there was indeed a bedding ceremony at Eddard and Catelyn's wedding (though it's possible that Catelyn is simply lying to Roose in the TV series out of modesty).
  • Jojen tells Bran that even the wargs among the wildlings beyond the Wall cannot enter into the minds of humans. This is only partially true: the books explain that it is not so much that they cannot warg into humans, but that they will not. Entering into the mind of other humans is considered to be a heinous abomination. Even so, it is very difficult for even experienced wargs to attempt to enter into the mind of another human (though they rarely, if ever, try to), and it is considered an impressive display of Bran's power that he is able to do so despite his youth and inexperience (though the person whose mind he entered was feeble-minded).
  • Note that Hodor reacts with sadness when Bran mentions Old Nan. Hodor is Old Nan's great-grandson and only living relative. Actress Margaret John, who played Old Nan in Season 1, died only two months before Season 1 began to air, though all of her scenes had already been completed. The character does appear during the second book, however, the writers decided to retire the character out of respect instead of recasting the role, thus in the TV series canon she quietly passed away between Seasons 1 and 2.
  • This marks the first mention of Jaehaerys I Targaryen, who reigned some two centuries prior to the series. In the books, Jaehaerys II was the father of the Mad King and the son of Aegon V, making Jaehaerys II the nephew of Maester Aemon. Jaehaerys II has been removed from the TV continuity, apparently to simplify the relationship between Daenerys and Maester Aemon. Thus, in "Baelor," Maester Aemon tells Jon that Aerys II was his brother Aegon V's son. Yet if Jaehaerys II was removed from the TV continuity, this would make "Jaehaerys I" the first and only king ever to have that name.
  • Dragonstone and King's Landing appear in the opening credits, but not in the episode.
  • In the books, Bran Stark and his companions take refuge in the abandoned town of Queenscrown, where their path intersects with the wildling raiding party that Jon Snow is accompanying. Queenscrown does appear on official maps provided in the Game of Thrones Viewer's Guide for the TV continuity, but the actual identity of the ruins that Bran hides in are not stated in on-screen dialogue.
  • Queenscrown lies about twenty five leagues south of the Wall, roughly seventy five miles (or 120 kilometers). Thus the wildling party traveled a considerable distance south after they initially scaled the Wall – as indicated by the fact that the Wall isn't visible in the background of these scenes. On-screen dialogue doesn't outright state this, but the idea is that Tormund and his followers didn't want to directly follow the Wall east to Castle Black, because they might be spotted by one of the (sporadic) patrols along the top (or a messenger coming from the Shadow Tower, etc.). Thus their plan was to travel far to the southeast to avoid detection, then loop around and attack Castle Black from its southern and least-defended side.
  • Robb says that Catelyn begged him not to send Theon to negotiate with his father. Actually, Catelyn never objected to send Theon as an envoy on behalf of Robb: she only disapproved of the idea of forming an alliance with Balon Greyjoy ("The North Remembers").
    • In the novels, Catelyn indeed objected to send Theon to the Iron Islands, much more firmly than she objected to ally with the ironborn, and Robb did not listen to her in respect of both matters.
  • When Robb's direwolf Grey Wind is killed in his kennel, trying in vain to knock the door to his cell open, it would have been difficult to train the actor-dog to bang on the door, so when viewed from the exterior of the cell it is actually swordmaster C.C. Smiff kicking the door and kicking hay around underneath it.[9]
  • This is the first episode in which the end credits play in total silence.
  • This episode was nominated for two 2013 Primetime Emmy Awards: Outstanding Writing For A Drama Series and Outstanding Single-Camera Picture Editing For A Drama Series.[10] It ultimately did not win.
  • This episode won the 2014 Hugo Award for "Best Dramatic Presentation, Short Form." The Season 2 episode "Blackwater" won the same award the year before. Season 1 was nominated differently: instead of selecting a single episode for "Best Dramatic Presentation, Short Form," all of "Season 1" was nominated in the separate category "Best Dramatic Presentation, Long Form," and it won the award. Afterwards it was decided to shift to nominating an individual episode from each season in the "Short Form" category. Therefore the win by "The Rains of Castamere" makes this the third year in a row that Game of Thrones has won the top award in which it was nominated at the Hugo Awards.[11]

In the books

Main page: Differences in adaptation/Game of Thrones: Season 3#"The Rains of Castamere"
  • The episode is adapted from the following chapters of A Clash of Kings:
    • Chapter 51, Jon VI: Jon kills Orell.
    • Chapter 69, Bran VII: Since Bran's plan of going North of the Wall to meet the Three-Eyed Raven is too dangerous, it is decided that Osha will take Rickon away to safety.
  • The episode is adapted from the following chapters of A Storm of Swords:
    • Chapter 14, Catelyn II: Robb consults with Catelyn, and accepts her advice. He regrets ignoring her former advice not to send Theon away.
    • Chapter 15, Jon II: Orell's eagle attacks Jon and rakes his face.
    • Chapter 40, Bran III: Bran, Hodor, Jojen and Meera reach Queenscrown and stay there for the night while learning that there are men outside the tower. Bran then wargs into Summer to investigate.
    • Chapter 41, Jon V: Jon realizes that he must somehow escape back to Castle Black. When the wildlings capture an old man and Jon refuses to kill him, a fight breaks out. Summer comes out of nowhere and helps him. Jon seizes the opportunity and escapes.
    • Chapter 42, Daenerys IV: Daenerys tells Jorah Mormont, Grey Worm and Barristan Selmy that they will attack Yunkai at night when they least expect it.
    • Chapter 49, Catelyn VI: Catelyn and Robb arrive at the Twins for the wedding between Roslin Frey and Edmure. Edmure meets his soon-to-be bride, Roslin Frey, who is the most beautiful Frey girl.
    • Chapter 50, Arya X: Arya and the Hound arrive at the Twins, where he hopes to ransom Arya to her family. The Hound robs a farmer.
    • Chapter 51, Catelyn VII: As the wedding ceremony dies down, Catelyn hears "The Rains of Castamere" and the musicians shoot at the audience. Roose Bolton betrays the Starks and stabs Robb, while Catelyn's throat is slit.
    • Chapter 52, Arya XI: Arya and the Hound try to reach the castle, but are too late and he hits Arya over the head with an axe in order to save her life.





  1. GAME OF THRONES (HBO). The Futon Critic. Retrieved February 23, 2023.
  2. Game of Thrones: Season 3, Episode 9: "The Rains of Castamere" (2013).
  3. 3.0 3.1 3.2 3.3 3.4 The Rains of Castamere. HBO. Retrieved February 22, 2023.
  4. 4.0 4.1 Game of Thrones. HBO. Retrieved February 22, 2023.
  5. 5.0 5.1 5.2 Game of Thrones: Season 3. HBO. Retrieved February 25, 2023.
  6. Actress's resume
  7. HBO Schdule
  8. Martin's role
  9. Making Game of Thrones Blog
  10. Emmy nomination
  11. Game of Thrones Wins Hugo Award.


  1. In "Winter Is Coming," which takes place in 298 AC, Sansa Stark tells Cersei Lannister that she is 13 years old and Bran Stark tells Jaime Lannister that he is 10 years old. Arya Stark was born between Sansa and Bran, making her either 11 or 12 in Season 1. The rest of the Stark children have been aged up by 2 years from their book ages, so it can be assumed that she is 11 in Season 1. Arya is 18 in Season 8 according to HBO, which means at least 7 years occur in the span of the series; therefore, each season of Game of Thrones must roughly correspond to a year in-universe, placing the events of Season 3 in 300 AC.

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