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"You're in the great game now, and the game is terrifying..." was all we could think of going into what could be the scariest episode of the final season of Game of Thrones.

We last saw our beloved characters during episode two, which played out like a locker room scene as everyone warmed up (in some cases, literally—Gendry and Arya, we're looking at you) for the big battle of Winterfell. And the long wait between episodes paid off, because battle they did.

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HBO

The third episode opens with Sam Tarly staring at his hands shaking, and we FELT that. He's handed two dragonglass spears as everyone preps for battle, and we see Rhaegal and Drogon flying over head. The first ten minutes of tension before the Army of the Dead arrives made us sweat bullets. Our fave characters are on the front line: Sam, Gendry, Jorah, Greyworm and the Hound.

Melisandre comes out of nowhere and tells Jorah to command the Dothraki to lift their swords, then casts a spell to make them all light on fire. Things are actually going OK until they ride into battle with their flaming spears, and the lights distinguish one by one. Ghost runs ahead, and while we don't see him after the very first moment, we're guessing he's pretty much a goner at this point.

As quickly as they rode in, everyone starts to retreat. Dany's so not OK with seeing her Dothraki decimated, and deviates from the plan against Jon's pleas. She hops on Drogon, but the dragon fire she breathes down is only making a tiny dent in the dead's forces. Night's Watch Commander Edd's final act is to save Sam from a wight dagger to the eye before getting killed himself. The first one bites the dust.

Back at the castle, Arya and Sansa say their goodbyes, and Arya repeats Jon's famous line back to her sister as she hands her a dagger: "Stick them with the pointy end." Yassss, Arya (and that's not the last time we'll say that).

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HBO

We finally realize the dead are winning when they give orders to open the gates of Winterfell and let the retreating soldiers in, but not before Arya can save the Hound's life with an arrow through an attacking wight. (We can't see much except that, though, because all of the super-quick scenes are just snow and skeletons flying by. Side note: With a $15 million budget, could we have gotten a little more clarity into the actual fighting scenes? It felt way too blurry and fast, in our not-so-humble opinion.)

Outside the walls, a massive snowstorm rages on, making Dany and Jon miss the signal from Davos to light the trenches surrounding Winterfell. We were thinking Greyworm would have to sacrifice himself with a torch, but Melisandre steps out and casts a spell (that took WAY too long, might we add) to light them all. This holds up the wights for, like, a few minutes until the Night King undoes all of it by telepathically commanding them to move forward and act as human fire blankets so more wights can get through over their burning bodies. 

Back down in the crypts, Varys offers some comic relief with, "At least we're already in crypts..." and we had a feeling that little line would come back to haunt them. Sansa and Tyrion have a great moment when Tyrion says they should've stayed married, and she replies that he was the best one of her three (!) former husbands.

It's not a huge compliment (we mean, he's up against Ramsay and Joffrey, for God's sake). His response: "What a terrifying thought." We love you, Tyrion.

Under the Weirwood tree, Theon tells Bran he's truly sorry for what he did when he betrayed the Starks and took Winterfell way back in season two. Bran gives Theon the absolution he's been craving when he replies that everything he did brought him to where he is now, which is home. (We're not crying, you're crying.)

Then Bran wargs into some ravens who go scout out the battlefield, and we see the Night King in full view. We also see the Dead start to climb the walls of Winterfell World War Z style, but Arya starts mowing them down with her spear (as Davos looks both stunned and seriously impressed).

She's too late, though, to save Lyanna Mormont from a White Walker giant. The little bear makes the ultimate sacrifice and stabs the giant in the eye as she's crushed to death by his hand, and we can think of no better death scene for the brave Lyanna than this David-and-Goliath-like one.

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HBO

The battle outside is heating up (literally) as Viserion comes out of nowhere and chases Dany during one of the most aesthetically amazing scenes as the dragons "dance" above the clouds.

It's followed by the quietest scene ever as Arya is trying to creep by the wights and escape, and we've never held our breath longer as waited for something to pop out at any moment.

Beric convinces the Hound to go help her (with his response to the Hound saying death would win, "Tell HER that!"), and they do end up saving the pint-size assassin in the knick of time, but not before Beric gives his life to save hers. Melisandre tries to make it better by saying that was his purpose...and just us, or is Arya all pissed off at her because she's still jealous the red woman made Gendry get naked?

Melisandre confirms the prophecy she made about Arya (that she'd "shut many eyes forever") and makes another quick prophecy about the Night King by predicting that Arya would shut "brown, green and blue eyes, too." Foreshadowing!

Back in the crypts, soldiers are trying to get in...except the hills are alive with the sound of wights! The crypts have been reanimated, and the living dead have started attacking the women and children. This really feels like the end is here.

Outside, Jon and Rhaegal take on the Night King and Viserion, but both are bucked off. Daenerys swoops in to save the day and burn the Night King...but that seemed way too easy right? Right! He's unharmed by the flames, and actually flashes a smile (the Night King SMILED, you guys!) before seeing Jon running toward him with Longclaw.

And then smiley Night King does what makes him the happiest: He raises up all of the dead (including little Lyanna Mormont and Night's Watch commander Edd) at the worst possible moment, doubling the Army's forces and making it pretty impossible for the living to have any chance in hell of winning this war.

At this point, Bran's still in Warg mode, which feels weird considering the ravens he warged into are the least helpful and worst choice of animal in order to fight or do anything useful in battle. Like, why couldn't he warg into a dragon and save everyone?

The wights have now full-on descended into the Godswood, and Theon proves his master archer skills once again as he continues protecting the Three-Eyed Raven. 

Outside, Drogon is getting attacked by wights (why he couldn't take off and fly away sooner to avoid that is beyond us...), but he finally launches from the ground leaving Dany to fend for herself. Her knight in shining armor Jorah saves the day, though (for, like, the millionth time) and protects the love of his life. He takes a few fatal blows however, and we hate to say it, but we sorta knew it would come to this. R.I.P. Jorah. You served your Dragon Queen faithfully 'til the very end. 

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HBO

Back in the crypts again, Tyrion and Sansa seem like they're about to commit suicide rather than be turned into more wights. They share a tender moment as he kisses her hand...but then Tyrion runs out to protect Varys and the rest of the people hiding down below.

In the Godswood, Theon is paying for his sins big time by fighting more wights than we can count as the Night King and his posse of generals arrive. We said our goodbyes, though, when Bran tells him he's a good man and "thank you." Theon knows this is it, too, because he runs straight toward the Night King in the ultimate show of sacrifice, but is stabbed through the stomach. Although, "What is dead may never die" and he looked sorta kinda still maybe alive on the ground?! But we're 90% sure Theon's dead too, now. R.I.P. to our favorite character.

At this point, it's just Bran vs. the Night King, and no one's having a good time. The two come face to face, just before Arya saves the day in the most badass moment ever as she comes running out of nowhere and jumps on the Night King, doing some expert dagger-drop move that allows her to stab the Night King in the exact same place where the Children of the Forest stabbed the dragon glass through his heart to turn him into what he is now.

Yasssssss again, Arya! She plunges her dagger in, and the Night King, White Walker generals, Army of the Dead and Viserion all turn to ice. Hallelujah!!!! Praise be to the Girl.

While we can't help but be a little disappointed that we didn't get any cool dead characters like Ned or Lyanna Stark coming out of the crypts, nor any ice spiders or Nymeria/wolf pack scenes, we did feel like the majority of our favorite characters survived (sans Jorah and Theon...and we guess Melisandre with that weird magic-choker-removal scene).

And for that, we are grateful to the great (but mostly terrifying) game.

RELATED: 9 ‘Game of Thrones’ Recipes for the Ultimate Viewing Party

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