Returning for its second season, HBO's fantasy hit is sexier, bloodier, and more epic than ever. (And it's not just for nerds anymore)

By James Hibberd
March 16, 2012 at 04:00 AM EDT

Might we see the dragons?” asks the Spice King.

Daenerys Targaryen stands on a sunbaked hilltop outside the city gates, considering the request. Streaked with dirt, her lips cracked, clothes in tatters, she’s the exhausted leader of a warrior tribe that’s been wandering the desert wasteland for months. She has three priceless dragons, true, but they’re just vulnerable infants — easy to kill, or steal.

”If you don’t let us in,” she says, ”all of us will die.”

”Which we shall deeply regret,” he replies.

In a nearby tent, Game of Thrones executive producer Dan Weiss intently watches Emilia Clarke, the 23-year-old British actress playing Daenerys who barely had any professional experience before being cast on HBO’s breakout fantasy series. The production team is gathered in the Croatian mountains outside Dubrovnik, having constructed a massive, ancient-looking gateway. ”We really need to sell that if she doesn’t get into the city, she’s truly screwed,” Weiss explains.

Back on the summit, Daenerys’ weary desperation slowly turns to anger. She’s not going to show this jerk her dragons. Instead, she gives him some fire-breathing fury of her own. ”When my dragons are grown, they will take back what was stolen from me and destroy those who have wronged me,” she warns. ”We will lay waste to armies and we will burn cities to the ground. Turn us away and we will burn you first!”

Weiss smiles, and praises her ferocity. Later, Clarke explains that shooting in the stifling temperatures helped her channel the dragon queen’s despair. With her long dark hair crammed under Daenerys’ blond wig, the actress had even suffered heat exhaustion the day before. ”It helps being in really extreme environments,” Clarke says, ”because you’re just battling everything.”

That phrase — battling everything — could have been the mantra for Game of Thrones‘ second season on screen and off.

At first, ratings weren’t exactly epic. Based on New Mexico novelist George R.R. Martin’s fantasy-book series A Song of Ice and Fire, Game of Thrones follows the brutal quest for power among several ruling families in a sprawling mythical kingdom. Its initial 10-episode series order was considered a risky move for a premium network best known for contemporary shows like The Sopranos and Sex and the City. Though the sexy vampire drama True Blood proved that a supernatural series could succeed on the network, the high-fantasy genre was still considered so…so…nerdy. Television’s last hit fantasy series was the syndicated Xena: Warrior Princess, and no TV show had ever pulled off combining swords, sorcery, and R-rated sex and violence. When Thrones premiered to lavish critical praise last April, the network granted it a quick renewal. ”Our biggest goal is passionate engagement,” says HBO programming chief Michael Lombardo. ”And Thrones has rabidly passionate viewers.” (HBO, like EW, is a division of Time Warner.) But only about 2.2 million people tuned in for the initial airing, which isn’t so hot when a network spends a reported $50-60 million on a project. (Boardwalk Empire, by comparison, debuted to an audience of 4.8 million.)

Then something strange happened. Fueled by word-of-mouth buzz, Thrones‘ ratings went up. And up. Martin’s novels leaped onto best-seller lists, moving a staggering 8.4 million copies in 2011, including his newest Song of Ice and Fire installment, A Dance With Dragons. The show even impressed the stuffy ranks of Emmy voters, scoring 13 nominations, including best drama, and a win for Peter Dinklage’s swaggering turn as sharp-witted dwarf Tyrion Lannister. Counting repeats, DVR, and on-demand playback, Thrones‘ first season has now tallied 9.3 million viewers per episode. The acclaim transformed the cast into objects of fan worship, even beyond the feverish halls of Comic-Con, where the group was greeted like conquering heroes last summer. Taking a break from shooting season 2, Clarke was on the streets of Dubrovnik when a young stranger made a beeline toward her. ”I thought he was going to ask for directions,” she says. ”And he goes, ‘You are my khaleesi!… Mother of dragons!”’ Dinklage too found himself reeling from the fan-tensity. ”One woman said she named her daughter [after the Thrones character] Sansa,” he recalls. ”I didn’t know what to say about that.”

If Thrones‘ first year was considered a creative gamble, the second season demanded that HBO and producers double down: The new chapter has a larger cast, a more complex story, and an array of new exotic locations that required several production units often shooting simultaneously across three countries. There are more dragons, CGI-enhanced ”direwolves” (played by real wolves this time instead of dogs), and a massive climactic battle. All of which called for a boosted budget — and getting that wasn’t easy either. ”There’s so many characters and locations and story lines, so many things that are atypical in television — and for good reason,” says Weiss, who writes for the show along with fellow exec producer David Benioff. ”You could do this show relatively easily with twice the money that we have, then after a couple great seasons it’d collapse under its own weight and cease to exist.” Which is, incidentally, pretty much what happened to Rome, HBO’s last attempt at staging an epic.

Based on the second book in Martin’s series, the 768-page A Clash of Kings, season 2 begins with this ”simple” setup: After the death of King Robert Baratheon (Mark Addy), his surviving brothers, Renly (Gethin Anthony) and Stannis (Stephen Dillane), are staking rival claims to rule the land of Westeros. Though Renly has a larger army, Stannis is aided by a mysterious redheaded sorceress named Melisandre (Carice van Houten). Also vying for power: naval lord Balon Greyjoy (Patrick Malahide); the handsome, noble Robb Stark (Richard Madden), out to avenge his father’s death; and determined dragon queen Daenerys. But to rule the kingdom, one must first unseat the current king, Joffrey Baratheon (Jack Gleeson), a terrifyingly psychotic teen who doesn’t realize he’s the illegitimate incestuous offspring of his devious mother, Queen Cersei (Lena Headey), and her brutal brother Jaime (Nikolaj Coster-Waldau).

Oh, and we’re also following dour-hunk bastard Jon Snow (Kit Harington) as he treks across the frozen northern wilderness, discovering an inbred house of horrors; and his half sister Arya Stark (Maisie Williams), who’s hiding from Joffrey’s thugs while traveling incognito as a boy.

It’s enough scheming, deception, and fighting for a dozen TV shows (or a few Harry Potter novels). The only ingredient missing was something that most networks would consider crucial: a widely known, marketable star like Sean Bean, who graced the first season’s ad campaign. Bean’s honorable patriarch Ned Stark was beheaded in front of his young daughters near the end of the first season, a move that shocked even HBO executives. ”I did not know the ride we’d be going on in season 1,” admits Lombardo, who discovered the plot twist after ordering the pilot. ”But by the time we picked up the show, I was invested in all the characters. And one of the characters that popped most was Tyrion.”

The crowd stares at Peter Dinklage.

He strides across the castle’s terrace as Tyrion Lannister, his battle armor scuffed, gleefully crashing his nephew Joffrey’s birthday party. The boy king, stunned, says he assumed Tyrion was dead. ”Death is so boring,” says Tyrion with his usual dry amusement, ”especially now with so much excitement in the world.”

If the new season has a main character, it’s Tyrion, who’s been dispatched to help Joffrey manage the kingdom — a gig whose danger is matched by its perks. ”He’s been treated very poorly, and now if somebody calls him a name, he can have them killed,” Dinklage says between takes. ”So he’s like, ‘Hmm…looks like I can get revenge on all those high school kids who made fun of me.”’

Standing in for the mythical Red Keep is Croatia’s seaside Fort Lovrijenac, an imposing structure the Thrones team can access only by climbing 175 stone steps. Dinklage helps pass out fruit to parched crew members, which probably isn’t your everyday on-the-job behavior for an Emmy-winning star. ”You get that out of your head once you’re back on the set,” Dinklage says of the award. ”I like to think it doesn’t soften you.”

We’ll also see more of the diabolical Cersei and her sinister spawn Joffrey. ”With his coronation, his malicious deeds amplify tenfold,” promises Gleeson, whose character’s tyranny leads to a disturbing execution in the second episode that will test even his mother’s devotion. Adds Headey of Cersei: ”You get a real glimpse into her guilt as a mother and her fear of what she’s created…. We get to see more of her unraveling.”

These beats are familiar to readers of Martin’s best-sellers. Yet many other scenes this season — including Daenerys’ confrontation at the city gates — will surprise die-hard fans. Jaime Lannister was captured near the end of the first season and spends the second novel imprisoned, but don’t expect that story line to play out the way it does in the book. ”Hey, you can’t just bench me, what the hell is that?” Coster-Waldau jokes. ”But it makes sense for the journey that Jaime’s on. He’s not in a happy place.” Likewise, Robb Stark receives scant pages in Clash, but producers are bringing a forbidden romance involving him to the foreground. ”If we didn’t have Richard Madden on the show, teenage girls everywhere would abandon us en masse,” Weiss quips. Producers won’t say whether that means fans will see Madden in the buff this season during one of Thrones‘ infamous scenes of ”sexposition” (noun: the strategic use of sexual activity to make expository dialogue more lively), though viewers can look forward to at least one returning character getting naked for the first time.

As much as producers have been willing to depart from Martin’s source material, however, there’s one sequence that Weiss and Benioff desperately wanted to render faithfully: a battle so enormous, it seemed impossible to shoot.

”As great as the first season was, there were a few things that were a little problematic,” says Martin, a co-exec producer who occasionally writes for the HBO adaptation of his novels. ”One of them was the absence of battles.”

A wartime sequence had, in fact, been planned for the final episode of Thrones‘ first season. But it was scrapped in favor of a less costly strategy, one that TV series have used for decades when staging a large conflict: Show the run-up and aftermath, but not the actual fight. But that technique wasn’t going to work this time around. ”This season is about a country at war,” says Benioff. ”And we felt like if we didn’t see the most important battle of this entire war on screen, we’re going to shortchange viewers.”

As told in Clash, the climactic Battle of the Blackwater (logistical-spoiler alert!) takes place at a castle. And on land. And at sea. There are ships. There are explosions. It’s basically a film producer’s worst nightmare, let alone anyone trying to stage the event for TV. While Weiss and Benioff pride themselves on finding creative solutions to budget issues (”One really powerful image can be stronger than six merely good images,” Weiss says), this obstacle had only one solution: ”We had to go begging,” Benioff says candidly, ”cap in hand, several times.” The duo didn’t get as much cash as they wanted (the show’s budget rose 15 percent overall this year), but they credit HBO for never once asking if wartime scenes would increase ratings. ”[The conversation] was all about why this story needs this big battle,” Benioff says. Adds HBO’s Lombardo: ”All of it’s on the screen. David and Dan are not only talented writers but they’re nimble, and I think we’ve figured it out.”

The result is a massive battle scripted by Martin himself, largely shot in a quarry in Northern Ireland. The sequence could run ”at least half an episode,” Weiss says. While most hour-long TV dramas are filmed in less than 10 days, the Blackwater episode took about a month of wet, muddy night shoots. Dinklage in particular was pummeled by the elements. Says Weiss, ”Peter didn’t have to act tired because by 5 a.m. he’s had 41- degree rain pouring on him for eight hours straight.”

Yet Belfast wasn’t the chilliest location during the season 2 shoot. Nor was the heat in Croatia the most extreme weather endured by the cast. Did we mention…the blizzard? For Jon Snow’s adventures north of the Wall, producers decided that fake snow (as relied on last season) wasn’t sufficient to capture the icy wasteland described in Martin’s novels. So they flew the team to Iceland (and for those keeping track in this story, that’s country No. 3). There, a snowstorm hammered the production, and scenes were sometimes ruined when actors’ faces would frost over within seconds. ”It was guerrilla filmmaking,” recalls Harington, who says he nonetheless reveled in the frigid conditions. ”There was a moment when we were all on a frozen lake — you could hear this huge crack, and we all had to run off.”

But the struggles will be worthwhile if Thrones comes roaring back to another round of praise, awards, and, perhaps, an even bigger audience when it premieres (April 1 at 9 p.m.). The producers are itching to dive into Martin’s fan-favorite third novel, which they plan to split into two seasons. HBO executives suspect that like Daenerys’ dragons, Thrones could grow into a monster, and they assure that the series would have to ”fall off a cliff” not to get renewed. While Weiss and Benioff appreciate the network’s confidence, they take nothing for granted. On the scenic Croatian hilltop, Weiss gestures toward the sea. ”We got a cliff right here.”