Don’t tell “Game of Thrones” star Lena Headey winter is coming.

The British beauty showed off her toned body in a black bikini as she soaked up the sun in Ischia, Italy on Wednesday.

Despite nearly baring all for the seas, Headey, 40, covered up in a blue caftan upon exiting the beach.

She was accompanied by an unidentified male who kept the “300” star smiling.

While it’s unclear if Headey’s beach buddy is a romantic interest, her love life has been anything but easy. She endured a public divorce battle with her ex-husband Peter Loughran — during which she famously claimed she had less than $5 in the bank — after being married from 2007 to 2013.

Headey and Loughran have one young son together, Wylie.