Game of Thrones

HBO's 'A Song of Ice and Fire' TV Show


EP209: Blackwater

Written by George R.R. Martin
Directed by Neil Marshall

Tyrion and the Lannisters fight for their lives as Stannis’ fleet assaults King’s Landing.



“Blackwater” met and exceeded my expectations, without a doubt. Some doubtless will be disappointed by the lack of a chain—something which I knew about, and which I wish the producers had been willing to note more widely because it does change the character of the battle somewhat in a way that would leave some a little crestfallen—or by various other niggling details… but on the whole, this episode really has no low points. Perhaps the biggest concern will come from those who dislike how alterations to a character may have seriously constrained what Martin could do with them, and we’ll get into that later.

The brilliant thing about any episode written by Martin is that they inspire ways to highlight the secondary characters, the ones who have perhaps been scanted this season. It’s hard to say that Bronn has been scanted, exactly, but the episode’s portrayal gives Jerome Flynn a meaty series of scenes, showing off both the voice that made Robson and Jerome famous (or infamous, depending on who you ask) and the unflappable manner of everyone’s favorite disreputable sellsword. And that action sequence? Slicing and dicing a pair of Baratheon men in a handful of seconds was deliberately contrasted to the Hound’s massive, two-handed sword blows that cut more than one man in half(!), much as Bronn himself pointed out the size versus speed in the brothel scene. Also, curiously, this episode gives us Aremca’s very first speaking lines although they seem to contradict the first episode claim that she plays mute to seem mysterious and foreign; not quite sure what to make of it, either a continuity slip, a sign that Ros exaggerated, or perhaps Aremca’s decided that the brink of a siege is a good time to start talking with people.

Shae, too—played with real feeling by Sibel Kikilli—really gets attention in this episode, and I wouldn’t be surprised if her screen time has doubled just from the scenes with her here. Martin is very much working within the framework of the character that David Benioff and Dan Weiss essentially created for the show, radically altering Shae from the character as seen in the novel by making her older, foreign, fiercer in her devotions and her mistrusts, and yet he finds ways to make her spark and crackle as we have only occasionally seen. Her urging Sansa to run, and her certainty that no man will be raping her so long as she’s armed, worked very well. So, too, did the opening scene with Tyrion and Shae in bed, as the two discuss Tyrion’s nerves. It’s an intimate scene that well and truly feels intimate between the two—something that’s really only happened since the previous episode when Tyrion ran in following Cersei’s threats—and it’s a good direction to go. Is it a fundamentally different relationship than in the novels? Surely. But it doesn’t change Tyrion’s character, and begins to provide us the sense of his own devotion and his deep desire to have someone to love that starts to come through A Clash of Kings.

Dinklage may well be the star of this episode, with his interactions with so many of the central characters featured in this episode. He has an effortless way about playing the character, making him come alive on screen. John Hodgman named Tyrion the greatest character of the last decade in his profile of Martin for the TIME 100, and this episode really helps you see why. The character is not a hero, not made of the stuff of heroes, but he has a certain courage. It’s what led him to save Catelyn Stark despite her having abducted and imprisoned him—a moment that Bronn cheerfully calls back to, with its brutal application of shield to face—and it’s what leads him to take up the attack against Stannis’s forces. He doesn’t do it for glory and honor, he doesn’t do it because he’s fearless—he’s terrified, imagining his head on a spike, and the heads of many others on spikes like his nephew Tommen (I doubt he’d shed a tear if Joffrey’s head was removed) and Sansa and Shae and every other innocent in the city. And so he fights. It’s a fine moment, the scale of it and details of it changed, but it gives him a chance to be courageous in his desperation.

And though the battle outside roars, what happens within the walls is just as much of a focus. Once again, Lena Headey playing an increasingly drunken, erratic Cersei starts to come closer to the character of the novel, whose moods are as unpredictable as a cat’s and as potentially dangerous as the lioness she sees herself as, in some ways. Does she match the full vitriol and spite and scorn of the character? The full fire of her? No, there’s always something a little too held back and restrained, but it feels right. Perhaps it’s because so much of the dialog is straight from the novel, and because we can see from scene to scene Cersei’s increasing lack of self-control, her increasing sense of doom and disaster. In her heart of hearts, she has given up and surrendered, even as her hated, dwarf brother fights to save them all. Her interactions with Sansa—played by Sophie Turner with increasing and admirable confidence and grace, blossoming right along with Sansa as she comes into her own—are well-played, breaking the mask that Headey so often wears. My favorite role of hers in anything that she’s done remains her lead role in Aberdeen, in which she plays a woman with a troubled relationship with her father and with alcohol, and the fury and rage and sadness she could convey in that role is something that I’d been hoping in seeing for a long time in Cersei. At last, it really starts to appear.

It takes an army to make an episode of this size and scale, and there are many names to thank. Not only all the actors—I’ve barely scratched the surface; Jack Gleeson and Eugene Simon provide very fine turns as well, Conleth Hill’s Varys always shines, Stephen Dillane’s tenacious Stannis seems to exist on another plane than most men, Liam Cunningham’s Davos and Kerr Logan’s Matthos provide a family dynamic that heightens the horror of what’s to come—but in the extras who slogged away for weeks in Magheramorne during the many night shoots, the crew who were right there with them evening in and out, and more. The executive producers are owed a great deal, too, for having the vision and making the argument to devote so many resources to this episode that HBO gave them an additional stipend. And perhaps, more than any of them, perhaps more even than Martin and his beautifully focused and constructed script, Neil Marshall is owed a special debt. When I interviewed Liam Cunningham, he noted that Marshall—who he had worked with twice before, on Dog Soldiers and Centurion—really knew “how to stretch a dollar”, and you can see that skill on screen.

The centerpiece of the whole thing may have been the renvisioned wildfire conflagration—the scale brought down for budgetary reasons, particularly when the producers had to cut the chain that plays such an important role despite making efforts to keep it—and much of the credit rightly belongs to Pixomondo, who went above and beyond in bringing that fiery, hellish moment to the screen in quality that was absolutely cinamtic and like nothing ever seen before in a regular hour-long drama. But all the fighting otherwise, the scenes of landing boats, of the battering ram, of men’s heads pulped by stones, men cut in half by the Hound, the wild and chaotic violence of it, that’s all on Marshall. It was a tremendous, bravura directing performance. In the way he filmed the violence, the show reminded me most of Daniel Minahan’s episode last season, “A Golden Crown,” with its abrupt, gritty, grimy violence, and I continue to believe that it’s a style that suits the show particularly well. That’s not to say action sequences shot by the other directors are problematic, but you can see a cleanness to their approaches, emphasized with fewer cuts and the camera a bit further out to show the action more clearly, that works nicely but doesn’t it the way Martin has written fights, or the way the characters themselves experience them. Hopefully the near-universal acclaim for the episode may convince the producers to suggest future directors borrow a page from Marshall (and Minahan).

Are there nits to pick? Of course. Even Martin doesn’t write an absolutely perfect script. This episode is so focused, so well-crafted through the vast majority of it, that it’s hard to find them… but they’re there. Structurally, the abruptness of the end of the battle is perhaps too hurried and unclear. It’s true that this fits the novel, where Tyrion’s point of view comes to an abrupt close as he passes out from loss of blood with only a vague hint that anything has changed on the field. But after that, a jubilant Dontos Hollard comes to Sansa and informs her that the battle is done and won. He describes in detail the banners, the knights, the famous deeds of Renly’s Ghost with rising excitement—salvation had come, and it’s described in all its glory. Here, a few swift glimpses of “Renly’s ghost”—a detail no non-reader will ever understand at this point, will hardly have registered, but at least he and the other men were on horseback (this may be the first and last time we see a cavalry charge on a battlefield in the series)—and suddenly we are in on Cersei, and Ser Loras is silent while Tywin merely states it’s done. As it is, the denoument leaves you on a caught breath and then ... stops; The National singing “The Rains of Castemere” is not, really, a substitute for a fuller denoument. That said, how else could it have been done? I couldn’t even guess, save perhaps spending more time providing some hint of a third force entering the field, rumors of chaos in some other part of the field, half-heard claims that someone glimpsed Renly from the walls, and so on. That could have worked.

A somewhat larger problem is the fact that the pressures of television apparently require actors to be in the thick of fighting, as Stannis is. I cannot say I particularly cared for Stannis as the macho, lead-from-the-front soldier. Once he lands, he issues exactly one significant command: sending men to the Mud Gate. Other than that, he’s charging up the ladder and spends the rest of his time fighting Lannister men-at-arms, fighting to hold his toe-hold on the walls and not being the commander he is in the novels. I understand the urge to Hollywoodize, to some degree: action can speak louder than words, and the doggedness of Stannis certainly comes through. But the character in the novel, more faithfully rendered, might have served better. If he was the first to set foot on the shore, that could work—he could hold his ground and create a toe-hold, raise his banner and organize his forces around it, calm and unphased as arrows fall around him and men fall, and then we can watch him start to expertly command troops, directing them in an unstoppable assault. And then as the battle turns and Tyrion rallies the troops, that charge of men suddenly rushing at him? That could well be Stannis sending his carefully readied reserve for just this moment. When the Tyrell and Lannister forces charge in, then he might well have fought personally, refusing to fall back, ready to fight to the last bitter breath as his men break and flee, and some of his loyal men grab him and drag him away as he curses and sees it all fall apart. Thinking about it, this approach would also have given more sense of the scope of the battle, of the tactics and strategy behind it, and also would have given us more time to grasp what was happening so that the denoument flowed more easily while also giving us a contrast between Stannis and the reputed Robb Stark, as well as a contrast to Joffrey who’s too young and frightened to risk his own life while Stannis is perfectly willing to do so but also knows his value as the commander and general.

But perhaps the thing that will get the greatest complaints? The scene between Sansa and Sandor. The Hound and the “little bird” have a particularly devoted following, and the show has not exactly lived up to their hopes, paring down and de-emphasizing whatever strange connection there is between the two. The reasons for it may simply be due to the respective ages of the actors and the feeling that what works on the page is not workable on the screen, but whatever the cause, it leaves that scene somewhat short-changed. It’s written and acted very well—and Martin does a fine job with the moment when Sansa takes up her father’s doll, looking for comfort in a memento of him that the producers introduced last season—but the Hound is more restrained and less frightening; Sansa’s refusal to go with him seems to lack the motivation that Martin gives her when she’s terrified by the Hound, covered in stale vomit and blood and wine, stinking drunk and utterly out of control of himself. Instead, he’s drunk, but not roaring drunk; he’s unpleasant, but not truly terrifying. It’s hard to get in her head in that scene, and having more time for it, and having more of the darkness of the Hound that exists in the novels, the barely pent-up rage and terror, might have contributed a great deal. And he should have left his own memento, in retrospect: his torn and bloodied cloak of the Kingsguard, something that Sansa keeps with her through the rest of the series, a connection to him that we realize she doesn’t want to give up.


That’s it, really. The reality of television means a smaller scope, one that doubtless will make those who adore tactics sit up and find things to nitpick. CG and practical effects can go a long way, but what Martin described was literally beyond the budget of what may well be the most expensive hour of television from a regular series this season, and there’s nothing more that can be said. Its scope and ambition were still huge, and it’s well-defined, laser-like focus on King’s Landing and those souls trapped in this decisive movement was as well-written as anyone could hope. If the denoument was rushed, nothing else was, and perhaps this merely shows that even in the best case scenario the episode could have used another four or five minutes. In the end, this is the show’s finest hour in two seasons, and it’s fitting it’s the hour written by George R.R. Martin. That the producers gave him the episode rather than taking executive privilege and claiming it for themselves is something we thank them for.

Now on to the finale of season 2, ominously titled, “Valar Morghulis”.

Book to Screen

The episode covers the following chapters of A Clash of Kings: Tyrion X, Sansa V, Davos III, Sansa VI, Tyrion XIII,  Sansa VII, and Tyrion XIV.

Changes of note, chapter-by-chapter:

  • Tyrion X: Varys providing Tyrion a map of the secret tunnels beneath the castle and city is something that never happened (and never would happen) in the novels, but is obviously introduced as a means to provide a more exciting sally outside of the walls than having a bunch of men pour out of a sally port on foot; in the novels, Tyrion leads a significant charge on horseback, but the production has always had issues with using many horses in a scene.. Varys refers to the occasion when he was rendered a eunuch, providing an explanation for why he hates Stannis because of Melisandre’s use of sorcery, but he does not describe it as he does in the novel, merely leaving the implication that it ties to sorcery and that is why he opposes Stannis foremost. Another detail here is another reference to Varys’s alleged liking for boys, a fact that isn’t actually in line with the character in the novel so long as we know, but is a notion that the production has brought up earlier in the show.
  • Sansa V: In the novel, this chapter opens with Sansa praying and singing the hymn that is used later on in the episode, joining others at the sept in the Red Keep. On the show, she is instead introduced with Shae in the throne room. The scene with Joffrey and Hearteater is more or less as in the novel, including her reckless suggestion that he’d fight outside the walls and personally risk his life. When she goes to Maegor’s, she does see Shae, but Shae is a handmaiden to Lollys Stokeworth (as previously noted), not to Sansa. Sansa does ultimately join Cersei and the rest of the ladies in the Queen’s Ballroom, which is rather more spacious and doubtless much less rougher in appearance than what we see here. However, it is accurate that it takes place in Maegor’s Holdfast, which is the small, stout keep within the larger Red Keep complex.
  • Davos III: In the novels, Ser Imry Florent leads the fleet, not Davos; that character’s name is given to the officer we see later who tries to dissuade Stannis from continuing the attack. The most significant change is the entire conception of the battle, due to time and budget constraints. A brief summary of what happens in the novel: Stannis’s attack is two-pronged, attempting a landing with a fleet two hundred ships strong while also having a large part of his forces on the south bank of the Blackwater building boats and rafts to ferry themselves over. Tyrion Lannister sends his clansmen into the kingswood under Shagga to harry that second force, and smoke from the fires they set in the kingswood can be seen in the city. When the fleet arrives, Ser Imry drives straight in to engage the royal fleet (which is smaller but still numbers scores of ships) under bombardment of the siege engines on the walls (including the occasional pot of wildfire; unlike on the show, Tyrion does not completely reject the idea of using wildfire from within the walls), bringing the rest of the ships in them. Davos notices the winch towers for the boom ... but the chain is not lifted as the fleet moves in toward the city. Davos’s ship, Black Betha (named for is wife) engages and takes the royal galley White Hart. Only when the bulk of the fleet has passed the boom—many go to the south bank to ferry forces over, and Salladhor Saan’s sellsails remain further out in the bay to provide support—is the chain raised, and Davos realizes why too late: some of the ships are hulks, their presence thought a sign of desperation, but in fact they are loaded with wildfire. One of Stannis’s vessels rams one of these ships, leading to a massive explosion that shatters much of the fleet. Davos is thrown overboard and into the water, and is carried by the swift flow of the Blackwater Rush toward the boom, where a fiery mass of shattered ships press against it. The last we see is Davos’s belief that he’ll never make it out past the “mouth of hell” which the burning ships and the boom have created.
  • Sansa VI: Most of the scenes from this chapter are preserved in the Maegor’s Holdfast sequences, in particular Cersei’s increasing drunkeness and erratic behavior, as well as her various remarks and complaints. It is Osfryd Kettleblack, not Ser Mandon Moore, who brings the news of the groom and maids attempting to escape, but Cersei gives much the same orders as to what should be done with them. The one significant deviation is her tale of her father telling her that the gods are gods because they have no mercy when he catches her praying following her mother’s death (at the age of four; this date means that Tyrion about five years older on the show than in the novels, which is just as well as Dinklage is the oldest of the three actors playing the Lannister siblings), as no such anecdote is ever shared. Is this particular addition from Martin, fitting his view of something Tywin might have said? Hard to say, but it’s interesting. The presence of Dontos attempting to entertain the frightend ladies is also correct, though Joffrey’s royal fool—Moon Boy—has been excised from the series and so is not present as well. Finally, Cersei’s revelation of Ser Ilyn’s true purpose is much as in the novel, but one line is missed which made the spitefulness of the queen more obvious: “The Starks will have no joy from the fall of House Lannister, I promise you.”
  • Tyrion XIII: Details have been rearranged somewhat—Clegane’s fighting and multiple sorties to defend the King’s Gate happen before some of the earlier mentioned chapters, and in fact to simplify things the result of Tyrion’s efforts reduce Stannis to only being able to attack the Mud Gate, whereas he attacks both the Mud Gate and the King’s Gate in the novel. However, just as in the novel, Stannis presses the attack despite the set back, although he never fights in the forefront of battle (he prefers to command soberly from the rear, with an overview of the battlefield and a chance to direct tactics and reinforcements as needed)—this is more of a Hollywood thing, and can be placed in the same category as the show’s turning Ned Stark into one of the greatest swordsmen in Westeros. Much as in the novel, Ser Lancel is wounded in the fighting and Sandor is shocked and frightened by the flames, losing his nerve, although as already noted Bronn does not appear to help save him or kill men in the battle directly; he commands one of the two winch towers instead. Much as in the scene, the Hound refuses to fight on, leading Tyrion to lead the sortie. His speech is briefer in the novel, and ends with, “So come with me and kill the son of a bitch!” His line about brave men and going to kill them is adapted from his next chapter, where he states it in rather different circurmstances. The chapter ends with Tyrion and a wedge of men riding out to fight, obviously quite different from Tyrion leading them out via a tunnel. Joffrey departing at his mother’s insistence is accurate, but it should be noted that beore that Tyrion had allowed him command of the Three Whores—three large trebuchets—and that he had begun to fling the Antler Men, citizens of King’s Landing (many of them wealthy and important members of the guilds) who had plotted to open the gates to Stannis until Varys discovered them, with the trebuchets towards Stannis’s forces with Tyrion’s permission. Joffrey’s departure does indeed cause a panic and leads many of the gold cloaks to abandon their arms and run. In the novel, this ultimately leads to the death of Ser Jacelyn Bywater, the knight Tyrion appointed as Commander of the City Watch, as he is killed trying to rally the men.
  • Sansa VII: The scenes here are rather faithfully adapted, from Cersei’s pushing of Lancel (although in the novel Sansa does call for someone to help Lancel up and taken to a maester) to Sansa taking charge and calming the women, all the way up to her leaving for her own chamber and encountering the Hound. The scene in the novel is longer, and much darker as the Hound is much more threatening, grabbing her, forcing her to sing for him with a knife at her throat. His line about killers is also not from the novel, but does fit the character of things Sandor has said elsewhere in the series. The most significant deviations are that Sansa believes at one point that he means to kiss her, but he never does (in the future novels, she remembers that he kissed her—this is not a continuity error, but a deliberate example of Sansa remembering things differently from how they happened) and that she does sing for him as he holds the dagger to her throat, but the only song she can think of is the hymn to the Mother she sang earlier. The Hound responds with raw, harsh emotion, and Sansa reaches up to cup his face where she can feel the stickiness of blood… and the wetness of his tears, as well. He leaves, leaving behind his blood-stained, torn white cloak of the Kingsguard, which she huddles under as the battle roars outside. The scene ends with a jubilant Ser Dontos arriving, informing her that the battle is done and won, all thanks to the Tyrell and Lannister troops that arrived at the last minute, sweeping away Stannis’s forces and led by “King Renly”, referring to Renly’s Ghost.
  • Tyrion XIV: This chapter actually takes place before Sansa’s in the novel, but they have changed the order somewhat. As noted earlier, Tyrion leads a charge to defend the King’s Gate. This sortie is described in some detail, as Tyrion—defended by Ser Mandon Moore and Ser Balon Swann of the Kingsguard (the latter of which has not been introduced, since Ser Preston Greenfield was not killed during the riot nor was Ser Boros Blount stripped of his white cloak by Cersei)—fights in the thick of it, and in fact at one point goes into a kind of berserker state, something that Jaime had described to him but he had never before witnessed. His horse is killed from under him and he takes a wound from an arrow, but he does not immediately feel the pain. After clearing away the immediate threat, Tyrion observes the “bridge of boats”—the tied-together, tangled series of ships that bridge the Blackwater—and the knights actually jumping from ship to ship on horseback to try and fight. To Ser Balon he states admiringly, “Those are brave men. Let’s go kill them,” which is one of our favorite lines in the entire series (and we guess GRRM must appreciate it, having adapted it in the earlier scene). Ser Mandon and Ser Balon fight with great skill, and Tyrion is separated from them as he reaches the bridge of boats when the boat he is on begins to sink. He looks out and realizes that there is fighting on the south bank of the river, a great confusion of mounted knights repeatedly charging that he doesn’t understand. As his boat drifts away, sinking, he calls for help and hears someone calling his name. Ser Mandon Moore comes close and offers his hand to help pull Tyrion to safety… but something warns Tyrion and he flinches back in the last moment as Moore’s sword slashes at him, cutting him across the face. As in the show, Podrick rescues Tyrion, but he does so by tackling Moore and pushing him into the river where he drowns thanks to the weight of his armor rather than by shoving a spear through his head. Tyrion’s last thought is to call for Jaime, thinking his brother had rescued him—who else would?—and then hears a boy’s voice and believes it’s Pod’s.

    Regarding the end of the battle in the novels, Tyrion’s chain and wildfire, as well as his sortie to defeat the ram, are key moments. So, too, are the arrival of the Lannister and Tyrell forces. The combined, led by “Renly’s ghost” and Ser Loras, uses ferries to get them up the Mander swiftly and attack Stannis’s remaining forces on the southern bank, throwing them into chaos and forcing Stannis and a small remnant of only two thousand men to escape on Salladhor Saan’s ships.

Added scenes:

  • Davos at Sea: This scene seems present merely to reestablish the approach of the fleet, but it has no direct correspondence to any chapter in the novel. One remark that Davos makes about the city never having been breached is technically true, but that’s because so far as we know the city has never been under siege in its history!
  • Tyrion and Shae: Tyrion is never shown interacting with Shae at this point, very probably because he kept away from her following Cersei taking hold of Alayaya in the belief that she was Tyrion’s current lover. Shae’s relationship to Tyrion continues to be rather different than in the novel.
  • Cersei and Pycelle: As becomes apparent later, this scene is in place to set up Cersei’s final scene with Tommen. In the novel, however, Tommen is at this time being held in secret at Rosby at Tyrion’s command with the initial intention of making sure that Robert’s other “son” would survive if King’s Landing fell. It should be noted that the poison in question, nightshade, is in fact extremely toxic and should not be used as a sleeping aid as suggested on the show. The description of how it works actually sounds much more like the drug called sweetsleep in the setting; in fact, the phrase “deep and dreamless sleep” comes directly from the description of sweetsleep’s effects. We’re guessing that GRRM or the producers forgot that detail and just substituted a random poison. Note Pycelle’s much more trimmed beard, given his unwanted barber session several episodes back.
  • Bronn and Sandor: In fact, Bronn and Sandor are never shown to interact in the novels. It also gives Aremca her first lines in the series to date. This scene also gives us an early introduction to “The Rains of Castamere”, the song that memorializes Lord Tywin Lannister’s destruction of House Reyne and their seat of Castamere.
  • Bronn and Tyrion: Tyrion’s plans involve Bronn setting alight the wildfire with a bow and arrow, a deviation from the novels where things play out quite differently. In the book, Bronn is given command of one of the winch towers that is responsible for raising the boom, the great iron chain that will close off access to the river, and spends his time in the tower throughout the battle.
  • Cersei and Tommen: Thanks to the presence of Tommen in the Red Keep, this scene never happened in the novel. The revelation that Loras Tyrell was dressed in Renly’s armor, and Tywin marching into the throne room to announce the battle is done and won, do not happen in the novel as well. In fact, in the novel Loras doesn’t fit into Renly’s armor (as Renly is quite tall and broad-shouldered) and it’s his brother Ser Garlan Tyrell who wears it instead. There, the ruse is something suggested by Lord Baelish, and it succeeds in confusing Stannis’s followers who joined him after Renly’s death, leading some to even shout for Renly and turn on Stannis; Ser Loras fights as well, but in his proper armor and heraldry, and is said to perform great feats of valor second only to “Renly’s ghost”. As noted earlier, the battle is actually larger in scale and much more complicated than what’s presented on the show, for budgetary and time reasons obviously.