What's been most surprising about the lead-up to the Battle of the Blackwater, the decisive clash between the forces of King Joffrey and his uncle, Stannis Baratheon, is how little preparation Joffrey seemed to be putting into it. All we were privy to, at least, were some brief discussions between Tyrion (Peter Dinkage) and his trusty captain of the guards, Bronn (Jerome Flynn), and some vague plans for utilizing the unstable substance known as "wildfire."

It was a long-anticipated episode, directed by Neil Marshall (Dog Soldiers, The Descent) and focusing as much on the noncombatants in Kings Landing as those fighting at the gates. And when all was said and done, we learned more about Cersei Lannister (Lena Headey) and Sandor "The Hound" Clegane (Rory McCann) than we probably wanted to know.

"Blackwater" was significant from the standpoint that no other episode of Game of Thrones to date has focused solely on one of the storylines in the Seven Kingdoms, but from wire to wire, it was all Kings Landing, all the time, opening with the approach of Stannis's fleet, led by newly appointed admiral Davos (Liam Cunningham). His son and second-in-command Matthos is confident and trusts in the Lord (of Light), so that's a good sign.

Shae (Sibel Kekilli) and Tyrion share a tender moment before the battle, and it almost seems feasible that she cares for the guy. In another part of the castle, Grand Maester Pycelle (Julian Glover) clumsily delivers some nightshade to Cersei, in case she decided she wanted to exercise the Magda Goebbels option, should Stannis take the city.

But then, everyone prepares for battle in their own way. Bronn and company while away the wee hours in a brothel, until the Hound shows up to randomly threaten him: "You're just like me, only smaller." We're cheated out of what would no doubt be a juicy fight between the two by the sound of horns announcing Stannis's arrival.

This is followed by a not so tender moment between Joffrey (Jack Gleeson) and Sansa (Sophie Turner). Shae tries to comfort her with the hint that Joffrey might not survive the coming battle, and Sansa replies, "The worst ones always live." This might as well be the theme of the entire show. Anyway, the two quickly join Cersei and the other highborn ladies in Maegor's Holdfast.

I didn't have a stopwatch going, but it felt like at least as much time was given to the women holed up during the battle as to the battle itself, which worked out quite well. Cersei was in rare drunken form, informing Sansa that "the gods have no mercy, that's why they're gods." Against our better judgment, it feels like we're starting to sympathize with this woman who, at the heart of it all, has been surrounded by weak men all her life so she wishes she'd been born one. She also takes note of Shae, which will certainly end well.

And as Cersei gets further into her cups, she reveals to Sansa the true reason for Ser Ilyn Payne's presence (you know him as the guy who hacked off Sansa's father's head): She has no intention of letting Stannis take them alive.

But lest we forget, there's a battle to be joined. Tyrion springs his wildfire trap, sending a sole ship loaded with the wildfire into the midst of Stannis's fleet. The results are impressive, and serve as an unexpected reminder of how chintzy the battle depictions have been to this point. Anyway, give Stannis (Stephen Dillane) credit; even with 90 percent of his fleet in flames, he still lands his troops for an assault on the Mud Gate. The Hound leads the defense, temporarily; meanwhile Lancel (Eugene Simon) updates Cersei, who orders him to bring Joffrey to safety.

The Hound, confronted with all the burninating, freaks out and runs (or "turns tail," if we're going to stick with the dog metaphor). It's testament to how fearsomely he's regarded that he can say, "Fuck the kingsguard, fuck the city, fuck the king" and walk away from the fight. But first he pays a visit to Sansa, offering to take her to Winterfell. No offense, but I'd be a little reluctant myself to accompany a guy who'd repeatedly confessed his love of killing people on a road trip.

And if I can just say, it's pretty hilarious how everyone gets in on the dismemberment. Tyrion takes off a leg, Stannis shears off the top of a guy's head, and the Hound cleaves a guy in half. It was ampu-tastic.

Joffrey, upon hearing of his mother's summons, predictably flees into the castle, leaving Tyrion to rally the troops. To be fair, it is a fine battlefield speech ("There are brave men out there trying to take this city, let's go kill them!"). His "take them in the rear" strategy works at first, until a new host of Stannis's troops show up and Ser Mandon Moore, loyal member of the Kingsguard, attempts to kill Tyrion but is killed in turn by Tyrion's squire Podrick (Daniel Portman). Was this in response to Tyrion's earlier threats to have Bronn kill him? Or is someone else pulling the strings?

The city is eventually saved by Tywin (Charles Dance) -- who "stole a march" on Stannis by marching straight from Harrenhal to the city's defense -- and Loras Tyrell (Finn Jones), leading the forces of Highgarden, now allied with the Lannisters because (probably) Littlefinger told them to.

Next week: the season finale: Arya gets an offer from Jaqen, and Daenerys is going after her dragons.