"Nudity. Blood. Swords. Dragons. And nudity," says Kit Harington, who plays the exiled warrior Jon Snow on HBO's smash hit Game of Thrones, explaining how George R.R. Martin's fantasy novels became a pop phenomenon with 11.6 million viewers and record-breaking DVD sales. "I'd love to know a total breast count. It's gotta be in the hundreds. And how many penises?"
In its second season, Game of Thrones delivered brothels brimming with breasts, illicit sex, ridiculous sex, sadistic sex – plus fire-breathing dragons, undead warriors and an assassin conjured from a witch's vagina. Emmy winner Peter Dinklage's hedonistic Tyrion Lannister became a sex symbol. Limbs were lopped off with such satisfying gruesomeness that Thrones seemed engaged in a gore-off with The Walking Dead – and winning. Where else can a man say, "Any man dies with a clean sword, I'll rape his fucking corpse!"
But the real reason expectations are sky-high for its return on March 31st is that Season Two went out with such a spectacular bang. The penultimate episode, "Blackwater," was the most elaborate battle in TV history, as massive as anything Peter Jackson ever filmed for The Lord of the Rings. "Even five or six years ago, it would not have been technically possible to make a show that looked like this, and had this scope," says executive producer and creator David Benioff of the colossal production, which shoots in five countries (Croatia, Morocco, Iceland, Northern Ireland and the United States).
Well before they began shooting Season Three, Martin, Benioff and fellow creator D.B. Weiss agreed that Martin's third book, A Storm of Swords, was so packed with plot that it had to be split into two seasons. "Everything was leading up to this book," says executive story editor Bryan Cogman. "There are tons of emotionally charged character moments, all of which have huge ramifications going forward. We felt that if we piled too many of those moments on top of each other, they would lose their impact. George really tears into the characters' inner lives in a deeper way."
"There's not a one-hour, blow-out-all-the-stops battle, but it's our best season," adds Benioff. "It's a 10-hour movie with beginnings, middles and ends."
As the show returns, a brutal war has thrown the main characters' lives into chaos. Tyrion, face-mangled and spirit slightly humbled, is weathering the return of his dickhead dad, Tywin. Jon Snow has gone deep undercover with the barbarian wildlings beyond the wall. And dragon-mothering Daenerys Targaryen has set off to recruit an army of enslaved eunuchs.
Season Three doesn't simplify – it expands the already-massive cast of characters even further: In short order, you meet a band of outcast mercenaries, the Brave Companions, and a whole army of wildlings, led by Mance Rayder, a fan favorite from the novels, played by Irish actor Ciarán Hinds. Inside the castle walls, we also meet the evil boy-king Joffrey's future grandmother-in-law from hell: elderly family matriarch Olenna Tyrell, played by Dame Diana Rigg with vicious relish. "She's one of our favorite characters," says Weiss. "In a world where there are few powerful women, she is definitely one, scathing, witty and powerful, with a bawdy sense of humor."
If the cast of thousands seems overwhelming, that's the point. "In terms of that sprawling, broad world of characters, The Wire has always been an influence," says Benioff. "It's about people who aren't, on the surface, connected, but are deeply interconnected. We'd love to get Snoop into Westeros; Omar would be perfect."
But back to the sex: Weiss promises that "there will be more romantic entanglements this season among the main characters." For starters, Harington's character, Jon Snow, strikes up a hot affair in the frozen north with the feral redheaded outlander named Ygritte. ("I have not had a lot of sex so far," Harington says. "I've been surrounded by men in the snow with no chance of getting nude.")
Harington chafes at the idea that Thrones is pure teenage male fantasy. "There was a New York Times piece, which I felt was misguided because it made out that Game of Thrones is a fanboy's wet dream," says Harington. "It's not a boys' show. The strongest characters are women: Catelyn, Cersei, Daenerys." Besides the strong feminist role models, he says, "there are female fans who enjoy the show for nudity too, who show up to Comic-Con screaming and make you feel like a rock star. I understand, looking at Nikolaj. He's like a demigod; it's ridiculous."
Nikolaj Coster-Waldau, the Danish heartthrob who plays the witty, self- centered asshole of a king-slayer, Jaime Lannister, spends most of Season Three as the handcuffed captive of the six-foot-three badass female knight-errant Brienne of Tarth, played by Gwendoline Christie. The two traverse Westeros as a wisecracking duo – The Defiant Ones crossed with The Odd Couple – a mocking relationship that has bled into real life. "Gwen calls Nikolaj 'Princess,'" says Weiss. "And he calls her a lot worse."
Christie, who has been six feet three since she was 14, speaks admiringly of her co-star, but can't resist a dig. "He's a brilliant actor," she says, "but unfortunately he's unable to separate himself from his character and is afflicted with this need to torment me." She pauses. "Please ask him how his men's magazine cover went. I'm quite concerned about it."
Christie says she's thrilled that her ultrabutch warrior woman, Brienne, is a new kind of female action hero, breaking ground in a genre best known for damsels in distress. "If you look at Madonna, she challenged traditional concepts of femininity in a man's world," she says. "Powerful women like her provide the heartbeat for Brienne."
All the sex, violence and outrageous production values wouldn't add up to much if Game of Thrones' characters didn't feel oddly familiar, and often very modern. "It has these fantasy elements," says Coster-Waldau, "but the core is humans dealing with life and all this shit, the way everyone does. It's very real."
This story is from the April 11th, 2013 issue of Rolling Stone.