DOWNLOAD S3:E15 "This Sorrowful Life" Episode Guide

PASSWORD: ThisSorrowfulLife



Rick privately tells Daryl (Norman Reedus) and Hershel (Scott Wilson) about The Governor's offer and his intention to go ahead with it, to quietly capture Michonne, and to delay telling the rest of the group until afterwards. Hershel refuses to be a part of it and Daryl is reluctant, although he agrees to support Rick. Feeling he needs a third man for the job, Rick goes to Merle for his help. Merle, who has been tearing through mattresses looking for drugs, is interested in this development but does not believe Rick has the spine for it.

Merle and Carol (Melissa McBride) chat, during which time he notes she has become more assertive and confident. He calls her a late bloomer, and she replies that he may be one, too.

Merle later tells Daryl that he finds hypocrisy in handing Michonne over to The Governor, since the group is already angry with Merle for doing the same with Glenn (Steven Yeun) and Maggie (Lauren Cohan). Rick is scavenging wire to tie up Michonne, intercut with Hershel praying with his daughters, when Rick has an hallucination of Lori (Sarah Wayne Callies) in the sunlight; Rick then abandons the task and his intentions to hand over Michonne. However, Merle has already decided to do the group's dirty work, recognizing this as his role, as it was in Woodbury, and he blindsides Michonne. When Merle and Michonne are discovered missing, Daryl begins tracking them on foot.

On the road, Merle and a wire-bound Michonne chat, with Merle trying to convince Michonne that as much as he's on the outside of the group Rick's deal proves she is, as well. They stop to hot-wire a car, and Merle accidentally sets off its alarm, immediately attracting walkers which they fight and escape. While riding in Merle's car, Michonne prompts Merle to admit he never killed before doing The Governor's bidding, and there is no need to sacrifice anyone else at The Governor's behest; she suggests she and Merle should both return to Rick's group. Merle says he cannot go back, stops the car, and lets Michonne go with her katana, telling her to get ready for what's next; he has something to do on his own. Michonne crosses paths with Daryl and directs him on toward his brother.

Merle is next shown drinking whiskey outside a liquor store listening to Motörhead; he uses the music to attract a swarm of walkers to the car and drives toward the appointed meeting place in short intervals, ensuring that walkers follow him. He bails out alongside a barn, leaving the music-blasting car to continue on to the meeting site with a parade of walkers following. Martinez (Jose Pablo Cantillo), Allen (Daniel Thomas May), and others, who are waiting in ambush, watch from a firing line. After a moment of hesitation, Martinez sends scouts forward to investigate the car, while he and the others open fire on the walkers. While their attention is on the walkers, Merle begins shooting at the Woodbury soldiers, killing and wounding many of them in the process.

Merle sights The Governor with his rifle scope, but Allen's son Ben (Tyler Chase) walks into the bullet's path and is killed. Merle is subsequently distracted by a walker, which allows Martinez and The Governor to attack him viciously, in a thug-like manner. The Governor assaults a weakened Merle, biting off two of his fingers in the process. He then shoots at Merle (off-screen) with his pistol, presumably killing him.

Meanwhile, at the prison, Glenn asks Hershel for permission to marry Maggie and receives Hershel's blessing. Glenn recovers a diamond ring from a female walker at the prison fence and wordlessly gives it to Maggie. Maggie simply responds, "Yes." Rick convenes a meeting and tells the group about The Governor's offer, confessing that he was going to go through with it but changed his mind, but Merle took Michonne on his own, and Daryl went to stop him. Rick admits it was wrong to not tell them and apologizes, stating it wasn't his call to make alone. He says the group is the greater good, collectively the reason they're still alive, and he won't be their Governor. He says they will have to vote about staying and fighting or leaving the prison. Rick then leaves the group to make its decision.

As Rick goes to stand watch, he sees Michonne approaching the prison fence. Daryl arrives at the meeting place and finds walkers feeding on corpses. He then spots a walker eating Ben's body and, after looking closely, recognizes it as his brother Merle with lost fingers, a scarred face, and a bullet hole in his chest. Merle staggers over to Daryl who pushes him back several times. Daryl stabs Merle in the face repeatedly, then collapses onto the ground and cries.

DOWNLOAD S3:E12 "Clear" Episode Guide

PASSWORD: Clear



Rick Grimes (Andrew Lincoln), his son Carl (Chandler Riggs), and Michonne (Danai Gurira) go on a scouting run to retrieve weapons in preparation for an impending attack by The Governor (David Morrissey). Along the way, the group passes a lone hitchhiker (Russ Comegys) and ignores his pleas to stop.

Carl expresses to his father his reservations about Michonne. They return to Rick and Carl's hometown and enter the police station where Rick previously worked but find the weapons locker is empty. The group then plans to retrieve guns from local establishments whose gun permits Rick signed, but they discover the entire community has been booby-trapped. A walker becomes entangled in one of the traps near where the group is walking, and a masked man on a rooftop shoots it. He then orders the three to drop their weapons and shoes and leave. The group initiates a gunfight. Carl shoots the man, though the bullet doesn't penetrate the man's ballistic vest. The unconscious man is revealed to be Morgan Jones (Lennie James), who helped Rick recover from his coma.

The three carry Morgan into his apartment, where they realize Morgan has stashed the weapons from the police station. They also discover a map that details the layout and status of the community, which indicates Rick's former house has been "burned out".

Michonne and Carl begin packing up the weapons, but Rick refuses to leave until Morgan awakens. Carl decides to retrieve a crib for his baby sister, Judith. However, Rick allows him to go under the condition that Michonne accompanies him; Carl reluctantly agrees.

When Morgan wakes up, he attacks Rick and tries to kill him, ultimately stabbing his shoulder. Rick restrains him and tries to help Morgan recall who he is and what Morgan did for him. Morgan explains that he attempted to contact Rick on the walkie-talkie, but Rick was never there. Rick explains he also tried to contact Morgan every morning, but eventually had no choice but to move his group increasingly far from Morgan's location, thus moving out of range.

Rick realizes Morgan has become nihilistic and insane after witnessing his son, Duane, get bitten and killed by Morgan's undead wife, whom he was unable to kill until she bit Duane.

Rick urges Morgan to join them at the prison. Morgan declines, stating his understanding that Rick needs more guns because the prison is unsafe, and Morgan does not want to watch everyone die. He warns that Rick will be killed "by teeth or bullets", and eventually allows Rick's group to gather some of his weapons and ammunition and leave.

Meanwhile, Carl tries to elude Michonne, who notices that he has bypassed the baby store where the crib is located. Carl instead travels to a café to retrieve a family picture of him and his parents, which he plans to give to Judith so she will know what her mother looks like. The café is filled with walkers, and Carl devises a method to distract them. Nonetheless, a walker grabs Carl, and Michonne saves him. On their way out, Carl and Michonne become surrounded by walkers, forcing Carl to drop the photo and cooperate with Michonne in order to escape.

Michonne reenters the café and retrieves the photo for Carl and another gift for Judith (a papier-mâché cat sculpture), proving her worth to him. The two collect their intended items, a crib for Judith and other baby supplies, and return to Morgan's apartment. Carl apologizes to Morgan for shooting him, and Morgan tells Carl to never be sorry.

Rick privately asks Carl how things fared with Michonne. Carl replies, "She may be one of us". Michonne approaches Rick and tells him she saw him talking to dead people. She reassures him by confiding she used to talk to her deceased boyfriend. As the three drive back to the prison, they see where Morgan has burned piles of vanquished walkers. They eventually come across the torn-apart corpse of the hitchhiker, pull over to pick up his backpack, and then continue on.

DOWNLOAD S3:E11 "I Aint A Judas" Episode Guide

PASSWRD: IAintAJudas



Following The Governor's (David Morrissey) brief but costly attack on the prison, Hershel (Scott Wilson) wants to abandon it. Merle (Michael Rooker) points out that it is now too late for that; The Governor has had more than enough time to block all possible escape routes. Rick and Glenn, however, argue that the group should stay, but they don't have enough ammunition to clear out the walkers, and The Governor can simply besiege the prison and starve them out. Hershel challenges Rick to get his head clear so that he can lead them, and even Carl sees his father would benefit from some rest and suggests that he let Hershel and Daryl take charge.

The Governor is readying Woodbury for total war. Civilians, including women and adolescents, are given weapons and taught to use them, in preparation for combat. Andrea is disturbed by this and asks to leave to negotiate a peace with the prison, but The Governor discourages her, implying that she will not be welcomed back if she leaves. Andrea asks Milton's help so she can sneak out, which Milton reports back to The Governor (as per his assignment to "keep an eye on her"). The Governor tells Milton to help her. In the woods, Milton helps Andrea capture and disable a walker, hacking off its arms, breaking its jaws, and tethering it; imitating Michonne. While they are doing so, Tyreese's group comes upon them and kills several approaching walkers. Milton agrees to take the four back to Woodbury, while Andrea leaves with her disabled walker for the prison.

At the prison, Glenn quietly suggests handing Merle over to The Governor in a desperate hope of appeasing him. Merle, meanwhile, tries to make amends with Michonne for trying to kill her, stating he was only following orders and was not proud of all that that entailed.

Andrea's arrival at the prison is met with distrust, especially from Rick, who handles her harshly while searching her for weapons. After catching up on the deaths the group has suffered, she warns them that Woodbury is getting ready for a war and offers to negotiate a truce. Believing that peace is not an option, Rick tells Andrea to help them sneak inside Woodbury for a surprise attack, but she refuses. Michonne later tells Andrea that The Governor sent Merle to kill her, demonstrating that he won't allow anyone to leave (or live) who isn't under his control.

At Woodbury, Tyreese's group has been brought to the infirmary building where they are cleaned up, and The Governor gives them his friendly welcome-speech and discusses their ordeals. Allen reveals that they'd been at the prison, where the "crazy" leader, named Rick, chased them out. Tyreese gives The Governor the same offer he'd extended to Rick: to help out and earn their keep. The Governor asks if they could provide a layout of the prison. Allen and Tyreese, wanting admission into Woodbury, gladly agree, while Sasha remains reluctant.

While Andrea is visiting Judith, Carol quietly pressures her to assassinate The Governor. The group gives Andrea a car for her return trip to Woodbury, where she is again greeted with an array of weapons pointed at her. She gives The Governor a full report. Later, in his bedroom when he is asleep, Andrea brings a knife to The Governor's throat and contemplates killing him, but cannot bring herself to do so.

DOWNLOAD S3:E13 "Arrow On The Doorpost" Episode Guide

PASSWORD: ArrowOnTheDoorpost



The episode opens with Rick (Andrew Lincoln), Daryl (Norman Reedus), and Hershel (Scott Wilson)'s arriving at an abandoned feed store. They ready weapons and quietly scout the area. Rick enters a barn, in which a table has been set up with two chairs. As Rick approaches, The Governor (David Morrissey) steps out of the shadows, shows himself to be unarmed, and says they have a lot to talk about. Secretly, The Governor has taped a pistol under the table, pointed at Rick.

Outside the barn, Daryl and Hershel meet with Martinez (Jose Pablo Cantillo), Milton (Dallas Roberts), and Andrea (Laurie Holden). Andrea seems to have brokered the summit and enters the barn to join the negotiations. Rick suggests a clear territorial division with a river as an uncrossable border, but The Governor refuses and says he's present only to accept the surrender of Rick's group. The Governor asks Andrea to leave, and Rick seconds his request, stating that he came to talk with The Governor.

The Governor tries different approaches to see what works on Rick, blaming Merle (Michael Rooker) for his atrocities, offering whiskey, commenting about Rick's being cuckolded and raising another man's child, advising Rick his group is under surveillance and the Governor knows about their new weapons, warning that Woodbury has superior manpower and firepower, telling a sympathetic story about his wife's death, and showing his injuries at Michonne's (Danai Gurira) hands. Ultimately, The Governor offers peace if Rick will hand over Michonne at the barn in two days' time; the alternative would be The Governor's annihilation of the prison group. Rick appears unmoved by The Governor's tactics and expresses skepticism about The Governor's not taking responsibility for the atrocities, although he drinks the profferred liquor when The Governor discusses his wife's death. Rick also tells The Governor that pursuing a grudge against Michonne seems beneath him. The meeting ends with their agreeing to meet again at noon in two days.

When a small group of walkers approaches, Daryl and Martinez compete to see who can kill the most and then share cigarettes Daryl finds on one of the corpses, in a moment of male bonding. Meanwhile, Hershel and Milton discuss Hershel's amputation and Milton's recording of events for posterity and share an uneasy chuckle. Hershel confirms for Andrea that The Governor abused Maggie (Lauren Cohan). Although Andrea says she cannot return to Woodbury, in the end, she returns at The Governor's side. Back at the prison, fearful for his brother and wishing to act against The Governor, Merle wants to use the group's newly-acquired weapons to attack The Governor, but the others are committed to obeying Rick's orders that they stay put, fearful that if they attack, some of their people will be hurt. Merle tries arguing his point, physically fighting Glenn (Steven Yeun) to exit, and making an ally of Michonne, but all three efforts fail.

Maggie and Glenn reconcile and abandon their guard post to have sex.

The Governor returns to Woodbury and quietly tells Martinez to set an ambush at the feed store, to bring Michonne back alive, and to kill any of Rick's people who show up to the meeting. Milton takes exception to the plan but does not press the issue. The Governor thanks Andrea for arranging the meeting and assures her they've come to an agreement, to be finalized in two days. However, he does not respond to her inquiry about the agreement's terms.

Rick, Daryl, and Hershel return to the prison, where Rick tells his people they are going to war; The Governor wants them all dead. He later confides to Hershel that The Governor offered peace if they'd hand over Michonne, and while he believes The Governor would kill them all anyway, he must consider the possibility that won't happen. Hershel reminds Rick: Michonne saved his life, Carl's (Chandler Riggs), and those of Glenn and Maggie by telling them about Merle's kidnapping them. Rick agrees that Michonne has earned her place with the group, and The Governor will almost certainly betray him, but isn't sure he would bet his son's life on that and hopes Hershel can talk him out of turning Michonne over.

DOWNLOAD S3:E10 "Home" Episode Guide

PASSWORD: Home



From the outside prison catwalk, Rick spots a woman in a long white satin gown standing by the graves. When he approaches, she disappears and reappears outside the fence. He rushes through the gate, leaving it open, and recognizes her as Lori. She cradles his face. Michonne watches from the distance as Rick stands outside the fence, seeing that he is interacting with himself rather than an actual person. She closes the gate.

In Woodbury, the Governor compliments Andrea on her speech and asks her to take over leadership of Woodbury. He says that he is no longer fit to lead the people, but that she is. Meanwhile, Daryl and Merle bicker in the forest. Daryl pines for life back at the prison, but Merle predicts the Governor will slaughter everyone there. Glenn makes an executive decision to fortify the prison against the Governor, despite Hershel's suggestion that they flee. He explains that having a newborn and Hershel's one leg makes them too vulnerable to flee. Glenn enlists Carl to help investigate the overlooked breach near the prison's administrative area, where Tyreese and his group, as well as groups of walkers, found their way inside.

The Governor visits Milton in his lab. He asks if he can still count on Milton's allegiance. Milton reassures the Governor, who then asks him to keep tabs on Andrea. Later, Andrea asks Karen and Milton for Martinez and the Governor's whereabouts. They tell her the two left Woodbury but dodge further questions.

Back at the prison, Glenn and Carl inform the group that the boiler room is overrun with walkers again. Hershel again advises a retreat, but Glenn ignores him and says he and Maggie will go to the far side of the prison to look for the breach. Hershel questions Maggie's readiness for that task.

Glenn finds Maggie alone in her cell. He insists they talk about her encounter with the Governor and asks if she was raped. She snaps at him before telling him all that happened and answering that she was not raped. Glenn reaches out to her and she shoves him away, bitterly asking if he feels better now that he knows the full story. On the outside catwalk, Carol and Axel establish a barricade in preparation for the impending showdown with the Governor. Axel tells Carol that he was sent to prison for armed robbery, although he had held up a gas station with a water pistol, because the authorities' search of his home turned up his brother's gun. He flirts as Carol shows him how to use a real one.

Meanwhile, Merle and Daryl encounter a Mexican family of survivors under attack by walkers. Daryl immediately goes to their rescue, killing off walkers with his crossbow. Merle half-heartedly assists. When all the walkers are dead, Merle issues a racial slur and briefly aims his gun at the father in warning before searching through their vehicle for supplies, while the mother and a baby are in the car bawling. Daryl points his crossbow at Merle and instructs the family to drive away, then stalks off, leaving Merle alone. Merle follows Daryl into the forest and chastises him for risking his life to help strangers. He reminds Daryl that they had planned to rob the encampment outside of Atlanta but did not, only because Merle was not there to help carry it through. They grapple and Daryl's shirt rips, revealing childhood scars from their father's beatings. Merle apologetically says he was unaware of the beatings. Daryl insists he did, because their father beat Merle as well and that that's why Merle left. Merle says that he had to leave; otherwise, he would have killed their father. Daryl stalks away, telling Merle that he is going back where he belongs. Merle complains that the prison group would never accept him.

Outside the prison, Hershel tries to stop Glenn from going off on his own. He warns Glenn that his rage will get himself killed. Glenn says that with Rick's not being in his right mind and Daryl's departure from the group, he is now the default leader. He ignores Hershel's concern about his well-being and drives off. Hershel calls to a disoriented Rick from the prison fence. He tells him the group needs him as a leader now more than ever and Glenn cannot fill his leadership role; he fears that Glenn is being reckless. Rick confesses that he is seeing Lori. He knows it is a hallucination, but feels there has got to be a reason he is seeing her. He walks back into the forest against Hershel's wishes.

In the courtyard, Carol and Axel chat. Suddenly, a bullet hits Axel in the head, killing him instantly. The Governor, stationed at the treeline, lowers his rifle. Rick's group runs for cover as the Governor and his men attack. Gunfire erupts on both sides, with Maggie's eventually killing a Woodbury soldier stationed in the prison yard's guard tower. A bread truck crashes through the prison's inner and outer gates and stops in the yard. The Governor smiles as the back door opens and walkers stream out. The Governor drives off as the survivors struggle with the walkers.

Outside the fence, Rick is out of ammunition and surrounded by walkers, one of which is about to bite him. He is rescued by Daryl and Merle, who have returned to the prison. Together, they kill the remaining walkers outside the fence. Momentarily safe, Rick stares darkly into the prison yard, now swarming with walkers. Inside the gate, Maggie and Glenn, their differences seemingly repaired, touch each other affectionately as they and the other survivors inside the gate gaze outward.

DOWNLOAD S3:E8 "Made to Suffer" Episode Guide

PASSWORD: MadeToSuffer



The episode opens showing a new group of five, led by Tyreese (Chad Coleman), fighting their way through walker-infested woods. The slowest of the group, Donna (Cherie Dvorak), is bitten, though Tyreese brings her along until her husband Allen (Daniel Thomas May) and son Ben (Tyler Chase) are psychologically ready to let her go. They head through a fence and collapsed wall into the back of the prison.

At the prison, Carol reprimands lonesome Axel (Lew Temple) for flirting with seventeen-year old Beth Greene (Emily Kinney). Learning that Carol isn't a lesbian (as he had assumed due to Carol's short hairstyle), Axel propositions her but she flatly turns him down. After hearing numerous screams, Carl Grimes (Chandler Riggs) discovers and rescues Tyreese's group, bringing them into a section of the group's cell block. Upon realizing that Donna has succumbed to her infection, Carl offers to shoot her, but Tyreese says they'll take care of their own. Carl locks them in a common area for safekeeping, with Tyreese's understanding.

In Woodbury, Andrea (Laurie Holden) happens upon one of the Governor's (David Morrissey) family photos and sees she bears a striking resemblance to his late wife. The Governor checks on his walker-daughter, Penny (Kylie Szymanski), and struggles to make a personal connection with her. When Penny shows more interest in a bowl of raw meat than his efforts, he angrily hoods the walker and shoves her back into her cage.

When Glenn and Maggie Greene unsuccessfully attempt an escape, the Governor orders Merle Dixon (Michael Rooker) to execute them. Maggie kills one of the attackers with a sharp walker bone Glenn had given her for protection, and Merle's group is overwhelmed by an ambush planned by Rick Grimes, Michonne, Daryl Dixon, and Oscar, who rescue Glenn and Maggie. As they withdraw to a vacant house, Michonne slips away, arousing the group's suspicions. Glenn reveals to Daryl that Merle, his older brother, is in Woodbury and among the Governor's men. Daryl wants to stay and find Merle, but Rick begs Daryl to help them get Glenn and Maggie out. Meanwhile, the Governor responds to the invasion by issuing shoot-to-kill orders. He tries to keep Andrea out of danger and ignorant of the truth by sending her knocking on doors to enforce the curfew.

Michonne, who had been awaiting the Governor's arrival at his residence, hears and discovers Penny. The Governor eventually finds Michonne with Penny and disarms himself, begging that his daughter be spared, but Michonne retaliates by killing the walker. Enraged by Michonne's actions, the Governor assaults her, destroying the aquariums in his secret room, strewing snapping walker heads all over the floor. Michonne eventually stabs the Governor's right eye with a shard of glass and attempts to finish him off, but Andrea arrives and holds her at gunpoint, leading her to flee. Andrea then tends to the Governor, who cradles his daughter's remains in grief, after which he is brought to Dr. Stevens for medical care. While his wounds are being treated, the Governor avoids Andrea's questions about his secret room and angrily confronts Merle, who had said Michonne had been executed.

Using smoke grenades for cover, Rick's group eventually reaches the walls of Woodbury as a shootout between Rick's group and the Governor's soldiers ensues. Daryl provides cover fire as the others move across open ground for the wall. Rick hesitates when he hallucinates his deceased nemesis Shane Walsh (Jon Bernthal) advancing through the smoke, allowing a gunman to shoot Oscar; Maggie puts a bullet in Oscar's head to prevent reanimation. Rick, Glenn and Maggie proceed to escape over the gate, where they meet up with Michonne. She is questioned by the three, although she pleads that she can still be useful to them. The Governor calls a town meeting, where he reports they have been attacked by terrorists brought by Merle and he brings forth a captured Daryl, reuniting the brothers. The town calls for their blood.

DOWNLOAD S3:E7 "When The Dead Come Knocking" Episode Guide

PASSWORD: WhenTheDeadComeKnocking



The episode opens with Merle (Michael Rooker) interrogating Glenn (Steven Yeun) in a dark room with his arms duct-taped to a chair. They discuss how Merle was left on the rooftop and Merle again asks where he can find his brother, Daryl (Norman Reedus), but Glenn won't betray the group's whereabouts. Merle then threatens to hurt Maggie (Lauren Cohan), who is shown being held in another room. Glenn head-butts Merle when Merle gets too close, and Merle begins beating Glenn in return. Later, Glenn claims that his large, battle-hardened group will be coming to rescue him, naming several people from the Atlanta group who have since died, as well as Andrea, all of whom (with the exception of Shane) Merle already knows the fate of, which gives away Glenn's deceit.

Meanwhile, outside the prison fence, a walker reacts to the blood from Michonne's (Danai Gurira) leg wound and she collapses while defending herself. Rick (Andrew Lincoln) and Carl (Chandler Riggs) shoot the walkers and, determining that her wound is from a gunshot, Rick brings her inside the prison. Michonne is stripped of her weapon, promised medical care, and held in isolation, mirroring her initial treatment at Woodbury. She remains tight-lipped and won't even tell them her name. Michonne is locked up while Daryl brings Rick, Hershel (Scott Wilson), and Carl further into the cell block and surprises them with Carol (Melissa McBride), who is alive, rested, and back on her feet. While few words are spoken, Carol quickly realizes that Lori (Sarah Wayne Callies) had died during childbirth. The group then finally shares the pain of Lori's death with Rick, as tears are shed once again. Michonne observes this heartfelt reunion from her cell.

The basket of supplies that Michonne brought, including baby formula, suggests to the group that she knows something, and Michonne admits that she found the prison after overhearing Glenn and Maggie, who were taken by the same man who shot her. Determined to find their missing people, Rick tortures Michonne by squeezing her leg wound, and Daryl threatens to kill her, but then Rick calms down and reminds Michonne that she came to them for a reason. Michonne tells them about Woodbury and The Governor (David Morrissey) (though she fails to mention Merle's name or Andrea's). Although Woodbury is well-defended against walkers, Michonne claims that she could get them inside the town's walls.

At Woodbury, Andrea (Laurie Holden) is happily continuing her affair with The Governor, who keeps her ignorant of Glenn and Maggie's capture by having her help Milton (Dallas Roberts) with a project which will take all day. In his lab, Milton is working with elderly Michael Coleman (Peter Kulas); Coleman is dying of prostate cancer and has volunteered for Milton's experiment to test memory retention after reanimation, and Milton is asking him a series of questions accompanied by visual and auditory cues. However, after Coleman dies from natural causes and reanimates, his reanimated, walker form shows no sign of understanding. Ignoring Andrea's warning, Milton removes a restraint so the walker might respond more freely, forcing Andrea to kill him before he can bite Milton. Both Andrea and Milton exit the room, disturbed by the event.

Frustrated with Glenn's loyalty to the group which abandoned him, Merle gives him a taste of what he faced on the rooftop by leaving him alone in the room with a loose walker. Glenn fights it off and manages to smash the chair he is bound to, using a chair arm still duct-taped to him to fend off the walker's bite then stabbing it through the temple with a broken piece of wood. With nothing else to break Glenn, the Governor interrogates Maggie himself, exerting dominant behaviour and making her take off her shirt and bra before threatening her with rape. Seeing that Maggie still will not break despite all this, the Governor leaves her alone.

Rick reconciles with his son and lets Carl name the new baby "Judith" (after Carl's former teacher). Rick later thanks Daryl for taking care of things while he was sorting himself out. Several volunteer to go to Woodbury, including Beth (Emily Kinney) and Axel (Lew Temple), but in the end Rick limits the team to four: himself, Daryl, Oscar (Vincent Ward) and Michonne. They arm themselves, also taking tear gas and flashbangs from the prison, and drive until they are a mile or two from the town before proceeding on foot through a wooded area so as to avoid the Governor's patrols. They have not travelled far when they find themselves surrounded by dozens of walkers and flee into a cabin for shelter. The cabin proves to be the home of a hermit (Alex Van) who panics, holding Rick at gunpoint, and acting as if the world hasn't changed. Rick knocks his gun away, causing him to run for the door, but Michonne kills him to prevent him from letting the walkers in. They throw his corpse outside and escape through the back door, while the walkers are busy feeding.

The Governor finally brings Glenn and Maggie together, implicitly threatening Maggie in front of Glenn, who still won't talk. However, when the Governor threatens to shoot Glenn, Maggie confesses that their group, only ten strong, is at the prison near Newnan. The Governor leaves Maggie and Glenn together. The Governor is somewhat shaken that such a small group was able to clear the prison deep within the Red Zone, a task which Merle had claimed was impossible, and at how tough the group must be (considering the enormity of the task they have accomplished and Glenn's performance against the walker). The Governor shows signs of paranoia, thinking that either the group at the prison is much larger or that his own people have been misleading him about the dangers in the Red Zone. He questions Merle about his loyalties, to which Merle responds that his loyalties are with Woodbury. The Governor instructs Merle and Martinez (Jose Pablo Cantillo) to take a small group and scout out the prison to see exactly what they're up against.

Shortly after nightfall, Rick's group approaches Woodbury along the cover of a freight train, and looks up at the town's fortified gates. Unseen to them on the other side of the wall, Andrea returns to the Governor's apartment. Although she foresaw the result of Milton's experiment, the man's death and Milton's crushed hopes for the walkers moved her deeply. The Governor holds Andrea and assures her that everything is going to be alright.