Game of Thrones Prepares For Its Bloodiest Season Yet

Get ready for more blood, sweat and fears. Turns out, the brutal first two seasons of HBO's Game of Thrones were just a warm-up. The beheading of Ned Stark? Like stretching your jousting arm. The high-body-count Battle of Blackwater Bay that nearly killed Tyrion Lannister? A quick jog around the tourney grounds.

"This is the season we've been waiting for," says executive producer Dan Weiss of the show based on George R.R. Martin's fantasy novels about noble families warring and wooing to win the seven kingdoms of Westeros. "This is where our favorite events from the book happen. There's enormous shock and surprise."

Bombshells drop on all the major Houses: Targaryen, Lannister and Stark. "There are moments characters should see coming but don't," exec producer David Benioff says. "They go from powerful to powerless." And, for some players, from alive to dead.

Season 3's 10 bloody episodes cover roughly half of the third book, A Storm of Swords, and the premiere picks up where the finale left off — in the wake of an icy undead army, known as the White Walkers, marching south toward Westeros's protective northern wall. "Westeros has been warned about things happening on the far ends of the world. And this season, those warnings bear fruit," Weiss says. But before the episode's halfway point, Benioff promises, there will be "hunks, harlots and severed heads." And a giant.

That giant is not the only big development. A host of new CGI creatures and a fresh location — Morocco, in addition to Croatia, Ireland and Iceland — mark the visually lavish season. HBO won't confirm the reported cost of $50 million for all 10 episodes, but programming president Michael Lombardo says the price tag "is not totally out of line." (The special-effects budget is on par with Season 2's but is spread out over the episodes instead of concentrated on one big one, like "Blackwater.") "This series is a prototype of what you can do with really good planning and smart producers," Lombardo says. "They make a cost-effective show and deliver incredible production value. We're competing against huge feature-film budgets to deliver the same experience." The model works so well for HBO that it recently signed a deal with Martin to develop more shows, a savvy move since Game episodes average 11.6 million total viewers. Here's what those fans can expect for Season 3's dueling dynasties.

House Targaryen

Daenerys Targaryen (Emilia Clarke) — aka Khaleesi — is the ultimate survivor. The last of her line and adoptive mother to three dragons, she's on fire to reclaim the throne, which was held by her ancestors until they were killed in a bloody uprising. She has been victimized again and again, but this season, it's what she makes happen — not what happens to her — that will astonish fans. "The Targaryen in her starts to show," Clarke says. "That fine line between madness and genius." 

Searching for soldiers to build a mighty army, she finds a mission instead. "Dany becomes a savior to a lot of desperate people," the actress says. And when things get dicey, her fast-growing dragons come to the rescue. "There will be circumstances where they use their brilliance," Clarke teases.

By the end of Season 3, Daenerys is on the rise and impossible to ignore while others will fall and be forgotten. "What's at stake for all the families in their fight," says Weiss, "is the survival of their name and the continuance of their line."

For more on Game of Thrones, pick up this week's issue of TV Guide Magazine, on newsstands Thursday, March 21!

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