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.

DOWNLOAD S3:E6 "Hounded" Episode Guide

PASSWORD: Hounded



Picking up from the previous episode, Rick answers a series of telephone calls while in the prison's boiler room. The first caller (Amy) claims to be in a safe place and promises to call back soon. Later, a man (Jim) rings and Rick pleads for refuge for his group; the man asks for justification for Rick's killing of other people, and then cuts the conversation when Rick refuses to explain his wife's death. Hershel listens to the handset and hears static on the line. Later, a third call (from Jacqui) draws confessions and justifications from Rick about his refusal to speak of his wife's death, and the caller mentions his name, causing Rick to question her about her knowledge before she hangs up. But the fourth caller he recognizes as his dead wife, Lori. All of the callers died in the first season, except for Lori. Realizing that he has to get a grip on himself and face reality, Rick cleans up to see his newborn daughter.

At Woodbury, Andrea volunteers for sentry duty and is assigned to train with the bow and arrow under the supervision of Haley, an archer. But when a walker approaches and the woman's two arrows fail to stop him, Andrea breaks the rules by jumping down from the wall to enthusiastically kill the walker with a knife. Chastised by Haley for breaking the rules and for reveling in the kills, Andrea is then called before the Governor. She confesses that she did enjoy the fights of the previous evening, after criticizing them before, and she and the Governor grow closer and have sex.

Meanwhile, Merle has been sent with three others to hunt Michonne. She ambushes the party, kills two of them, and gets shot in the leg by Merle while fleeing into the forest. Left with only an inexperienced zombie-fighter named Gargulio, Merle continues the pursuit. Their next fight with her is interrupted by walkers, and both Michonne and Merle are pinned down. Michonne slices at a walker, spilling its entrails on her, while Merle is saved by Gargulio. Seeing that Michonne has escaped again and is heading for the dangerous Red Zone, Merle calls off the hunt. When Gargulio refuses to lie to the Governor about having killed Michonne, Merle kills him.

Glenn and Maggie are on a scavenging run for baby food and other supplies, when they are approached from opposite directions by Michonne and Merle. Tired, wounded, and uncertain, Michonne hides and watches as Merle confronts Glenn and Maggie. At first Merle appears relaxed, asking about his brother Daryl, but he then takes Maggie hostage and forces Glenn to drive them to Woodbury. When they arrive, Merle claims to the Governor that Michonne is dead, although the Governor notices that Merle has neither her head nor her sword as proof. The Governor and Merle plan to interrogate Glenn and Maggie in order to obtain their group's location. Michonne, who has discovered that "wearing" walker blood and innards allows her to pass among them unnoticed, arrives at the prison, where she is spotted by Rick.

Meanwhile, Daryl is clearing out an area of the prison with Oscar and Carl, when he finds Carol's knife lodged in a walker's neck. After much agonizing over what is behind the last door, Daryl opens it to find Carol alive and exhausted.

DOWNLOAD S3:E5 "Say The Word" Episode Guide

PASSWORD: SayTheWord



Back at the prison scene, the survivors gather themselves after their losses and face the challenge of caring for a newborn baby girl - with the exception of Rick who, traumatized over Lori's death, abandons his responsibilities as a parent and wordlessly storms into the prison with an axe to take out his grief on the walkers. Daryl steps up to lead the group and goes with Maggie to scout for infant formula and other needed baby supplies. Glenn, Axel, and Oscar dig graves for Lori, T-Dog, and Carol. Despite the apparent goodwill of the surviving prisoners, Glenn resents them for the losses the group suffered due to Andrew's sabotage. Later on, Glenn follows a trail of dismembered walkers that Rick left in his wake in the prison corridors. Glenn pleads for Rick to stop but, covered in blood and with a tenuous grip on sanity, Rick throws Glenn against a wall and physically intimidates the younger man into leaving him alone.

The town of Woodbury prepares for an evening of celebration. It is revealed that the Governor keeps his walker-daughter, Penny, in his home. Michonne sneaks into the Governor's quarters to retrieve her sword, and while there she reads a notebook that ends with the name Penny followed by countless tally marks, hears what is presumably Penny scratching behind a locked door, and overhears Milton mentioning his experiments which are being pushed back to allow for the celebration to conserve power. Exiting through a back window, Michonne stumbles into a courtyard containing several caged walkers, which she releases and kills with her sword. A town member carrying a bloody bucket (presumably to feed the walkers) catches her and she is brought to a private meeting with the Governor, who unsuccessfully attempts to recruit her for the "research team". The walkers she killed are then replaced by others collected by Merle, Milton, and other "research team" members from pit-traps set outside of town.

The Governor argues with Andrea that something needs to be done about her friend, who is becoming a source of tension in the town. Michonne tries to convince Andrea that they must escape immediately because she believes the Governor would never let them leave willingly. As a test of her theory, the pair gather their belongings and approach Woodbury's front gate to leave and, after a brief delay, Merle opens it for them. Although her theory is seemingly disproved, Michonne is still adamant about leaving. Andrea finally admits that she won't leave because she can't take another eight months outside in fear for her life. Unable to do anything more to convince Andrea, Michonne leaves on her own. That evening, the Governor leads Andrea to a raucous gathering that the townsfolk have been looking forward to all day: a sparring match between Merle and Martinez while surrounded by chained, toothless walkers. The spectacle shocks Andrea, who describes it as "barbaric" and misleading, but the Governor insists it is "fun" and teaches the residents to not be afraid.

Daryl and Maggie find an abandoned daycare center, where they gather baby supplies and then return at night. While Daryl feeds the baby, he asks what her name is. Carl contemplates possible names, reminiscing about all of the females the group has lost. In the meantime, Rick continues wandering through the prison until he discovers the boiler room where Lori died and a fat, lethargic walker that presumably ate her (now missing) corpse. After killing the walker, he considers knifing open its stomach before stabbing it, instead.

The next morning, Daryl lays a Cherokee Rose on Carol's grave – referencing a legend about the flower he once told her following Sophia's disappearance during the second season. Rick sits in the boiler room, hearing the imagined cry of a baby interrupted by a nearby ringing phone. This surprise knocks him out of his stupor; he picks up the receiver and, in his only line of the episode, answers, "Hello".

DOWNLOAD S3:E4 "Killer Within" Episode Guide

PASSWORD: KillerWithin



"Killer Within" opens as an unidentified individual sets up the remnants of a deer carcass as a trail to attract walkers (see zombies). As the walkers begin to follow the trail, the individual successfully breaks the lock to the prison gate, simultaneously placing the carcass' heart nearby.

Rick Grimes (Andrew Lincoln) discusses with Carol Peletier (Melissa McBride), Daryl Dixon (Norman Reedus), Maggie Greene (Lauren Cohan), Glenn (Steven Yeun), and Theodore "T-Dog" Douglas (IronE Singleton) the disposing of the rotting corpses and other tasks required to make the prison their permanent home. The group is approached by prisoners Axel (Lew Temple) and Oscar (Vincent Ward), who are visibly distraught and plead to be part of the clan. An adamant Rick declines their pleas, and abides by a compromise initiated between the two groups. T-Dog sympathizes with the prisoners, and is open to the idea of letting them join, but Rick, supported by Maggie, Glenn and Daryl, insists that the prisoners keep to their cell block. Axel and Oscar refuse because their cell block is full of bodies. Rick has the two prisoners caged, intending to cast them out with one week's supplies.

A suspicious Michonne examines the National Guard vehicles retrieved by the Governor and his men. She notices numerous bullet holes and detects bloodstains in one of them. Once the Governor arrives, Michonne interrogates him about the details of the soldiers' deaths. The Governor ignores her questions and attempts to convince her to stay at Woodbury. After their confrontation, Michonne tells Andrea of her plans to migrate to the coast.

Hershel Greene (Scott Wilson) takes his first steps after having his right leg amputated and is assisted by his daughter Beth Greene (Emily Kinney), Lori Grimes, and her son Carl Grimes (Chandler Riggs). The group's celebration abruptly ends as a horde of walkers unexpectedly invades the courtyard. The ensuing chaos forces the group to disperse. During the commotion, T-Dog is bitten on the shoulder. Rick, Daryl and Glenn rush in from outside the fences and Glenn finds the gate's lock broken and chains cut, leading Rick to believe that Axel and Oscar are responsible. But when the prison sirens sound off, attracting more walkers, it is clear that someone else is to blame. Oscar explains that the back-up generators are powering the alarms and they decide to work together to shut them down.

In Woodbury, Andrea gives Merle Dixon (Michael Rooker) the location to Hershel's farm. Merle asks her to join him on his journey to search for Daryl, but she declines. The Governor similarly denies Merle's request to search for his brother but changes his mind and agrees to let Merle go with the Governor in tow on the condition that he obtain more information first. The Governor begins to develop a relationship with Andrea, who decides to stay in Woodbury for the time being, much to Michonne's dismay. Carol offers assistance to a wounded T-Dog, but he refuses, given the fatal nature of his injury. After being blocked in the corridor on both sides, T-Dog sacrifices himself to ensure Carol's safety. Horrified at the sight of walkers eating T-Dog alive, Carol flees. On the other side of the building, Lori goes into labor. Carl successfully finds her, Maggie, and himself refuge in the boiler room. However, as Lori begins to push through her contractions, she begins to bleed profusely. Realizing that she will not survive childbirth, Lori reconciles with Carl and follows through with a fatal Caesarian section conducted by Maggie. A distraught Carl later shoots Lori's corpse to prevent reanimation.

Andrew (Markice Moore), the prisoner Rick had previously left at the hands of the walkers, reveals himself to be the perpetrator when he attacks Rick from behind as he arrives in the generator room with Daryl and Oscar. As the two men scuffle, Daryl secures the door against multiple walkers and Oscar picks up Rick's gun. Andrew pressures him to kill Rick, but Oscar kills Andrew, instead. Oscar hands the gun back to Rick, who shuts off the emergency generators. Glenn and Axel join them and on their way out the five discover T-Dog's remains as well as Carol's head-wrap, leading them to presume that she, too, had died. They reunite with Beth and Hershel out in the courtyard. As Rick prepares to go back in search of the others, Carl and Maggie emerge with the baby. Initially perplexed by Lori's absence, Rick collapses when he realizes she is dead.

DOWNLOAD S3:E3 "Walk With Me" Episode Guide

The episode opens with a military helicopter flying over the countryside. However, the helicopter suffers mechanical problems and crashes into the forest. Andrea (Laurie Holden) and Michonne (Danai Gurira) witness the crash and investigate, finding two of the crew dead and the pilot, Welles, heavily injured. Before they can do anything to aid him, they hear vehicles approaching and hide. A small caravan of survivors arrive to inspect the wreckage. They rescue Welles and execute the dead crew, who are beginning to reanimate, while their leader mirrors Rick's philosophy of conserving ammunition against the walkers drawn to the crash. Michonne's walkers begin making noise, which attracts the survivors' attention, forcing Michonne to decapitate her walkers to keep them from exposing their presence. However, they are then apprehended by one of the survivors, who reveals himself to be Merle, who managed to escape from Atlanta. Merle has a knife strapped to a crude prosthetic in place of the hand he had to cut off to escape the rooftop where he was left in the first season. A feverish Andrea then faints from shock.

Andrea and Michonne are taken to the town of Woodbury, where they are further interrogated by Merle. Merle tells them how he managed to escape from Atlanta and made his way to Woodbury, where he has become the Governor's right-hand man. Andrea recounts her escape from Hershel's farm and how she was left behind, similar to Merle. Merle still shows resentment over being trapped and left for dead. The women are then introduced to the Governor, who shows the women how Woodbury is a secure sanctuary, with high walls and heavily armed guards. They also have plenty of supplies including food, water, and electricity. The Governor also reveals that people turn into walkers regardless of how they die and asks that they stay in town in order to recover. Michonne, however, is not impressed and wants her weapons returned so she can leave as soon as possible. However, Andrea convinces her to stay a little longer in order to get more information about the town. Meanwhile, the Governor interrogates Welles, who reveals that he used to be a part of a National Guard refugee camp. While they were well-supplied and protected, somebody inside the camp turned into a walker and created a panic, causing the camp's defenses to fall from within. Only a small squad of guardsmen survived this ordeal. Welles tells the Governor of their last known position and the Governor promises that if the men are still alive, he will find and rescue them.

The next morning, the Governor and his chief advisor Milton join Andrea and Michonne for breakfast with the intention of prying more information from them. Andrea is receptive to the Governor's charisma, but Michonne remains aloof during the conversation. Michonne expresses her distrust of the Governor and her intentions of leaving the community to Andrea who is otherwise convinced that Woodbury is the perfect sanctuary. Outside Woodbury, the Governor tracks down the surviving National Guardsmen. However, instead of helping them, the Governor has his men ambush and kill all of the guardsmen, and then take their vehicles and supplies for themselves. Upon his return, the Governor lies and tells the townspeople how the guardsmen had already fallen to the walkers, and stresses how essential Woodbury is to their survival. That night, unable to sleep, the Governor opens a locked door in his mansion and goes inside, where he sits in a chair and stares at aquarium tanks filled with decapitated walker heads, two of which are the heads of Michonne's "pet" walkers, and one of which is the head of Welles.

DOWNLOAD S3:E2 "Sick" Episode Guide

PASSWORD: Sick



After amputating Hershel's right leg, Rick (Andrew Lincoln) and his group immediately rush an unconscious Hershel from the prison cafeteria as the five prisoners watch, astounded. Carol (Melissa McBride) and Lori (Sarah Wayne Callies) immediately tend to Hershel while Rick, Daryl (Norman Reedus), and T-Dog (IronE Singleton) confront the prisoners who have followed them to their cell block. Rick learns that the prisoners have been shut away from the world for nearly a year and proceeds to describe the extent of the zombie pandemic. Rick and the prisoners come to an impasse when a few of the prisoners try to claim rights to the prison, with Rick asserting that the prison is his on account of what his group went through. The two groups compromise to share the prison on the condition that the two groups never interact. Rick, Daryl, and T-Dog pledge to help the prisoners clear out their own cell block in exchange for half of the food remaining in the cafeteria's storeroom.

Rick's camp members console each other as Hershel remains in critical condition. Upon returning with the food, Rick advises handcuffing Hershel as a precaution in case he dies and reanimates, and leaves Glenn to deal with him in that eventuality. Rick confides in Lori about the threat these prisoners may pose and contemplates killing them. Carl (Chandler Riggs) sneaks off to the prison infirmary alone to retrieve much-needed medical supplies and is scolded by his mother.

Rick arms the prisoners with blunt tools and explains how to go about combating the walkers. Although the prisoners initially ignore Rick's instructions, they quickly become accustomed to properly dispatching walkers. One prisoner, Big Tiny, breaks Rick's command and leaves formation, resulting in his being scratched in the torso by a walker. The other prisoners advocate quarantining their friend, but their de facto leader, Tomas, brutally kills him. Upon arriving at a set of double doors leading to the promised cell block, Rick orders Tomas to open one door, in order to restrict the flow of walkers exiting the block. Tomas disobeys and opens both doors, flooding the area with walkers. In the ensuing chaos, he attempts to kill Rick and then throws a walker at him when he fails – claiming he merely reacted instinctively. Unmoved, Rick kills him and chases down Andrew, Tomas' right-hand man, who attempted to retaliate. Andrew finds himself in a courtyard full of walkers as Rick prevents his re-entry back into the prison.

At Carol's request, Glenn (Steven Yeun) escorts her to the prison yard, where she kills a female walker and uses its corpse to practice performing a C-section in preparation for Lori's pregnancy, in the event that Hershel does not recover. As Carol performs this trial surgery, she is being watched from a distance by an unknown figure. In Carol's absence, Hershel stops breathing, but Lori resuscitates him, saving his life.

Upon returning, Rick shows mercy to the two remaining prisoners - Axel and Oscar, who had surrendered and appeared to be uninvolved in the plot against Rick's life – by sparing their lives and allotting them the cell block as promised. Rick's group leaves the prisoners with some parting words before returning to their own cell block. Hershel is showing positive signs of recovery and is conscious when Rick returns. Later on, Lori tries to strike up an intimate conversation with Rick, who simply thanks her for helping with Hershel, and then coldly walks away.

DOWNLOAD S3:E16 "Welcome to the Tombs" Episode Guide

PASSWORD: WelcomeToTheTombs



The Governor (David Morrissey) brutally tortures Milton (Dallas Roberts) for burning the pit of walkers and betraying his plan to Andrea. Milton wonders what Penny would think of her father now. The Governor states that she would be afraid of him, however she would still be alive if had been like this all along. The Governor orders Milton to kill Andrea (Laurie Holden), who is handcuffed to a dental chair. When Milton refuses and instead attempts to kill The Governor, he is stabbed multiple times in the torso and is left to die in the room with her. The Governor proclaims, in this world you either "kill or you die or die and then kill".

Meanwhile, Rick (Andrew Lincoln) and his group pack up the prison and load supplies into the cars. Rick tries to talk to Carl (Chandler Riggs), but Carl ignores him. Looking up at the catwalk, Rick sees an hallucination of Lori (Sarah Wayne Callies), dressed as she was on the day she died, staring back at him. As Daryl (Norman Reedus) mourns his brother, Carol (Melissa McBride) praises Merle (Michael Rooker) for improving their odds against The Governor. In the cell block, Michonne (Danai Gurira) forgives Rick for considering The Governor's offer and thanks him for allowing her into the group.

Back in Woodbury, The Governor assembles his troops. Tyreese (Chad Coleman) informs The Governor that he and Sasha (Sonequa Martin-Green) will not join the fight but offers to stay behind to guard the women and children. After a tense moment, The Governor consents and thanks him. Woodbury's forces then storm the prison, shooting up the guard towers with a shock-and-awe approach, and move into a seemingly abandoned prison where The Governor leads them into the tombs. There, Rick and his group stage an ambush and discipline breaks down amongst The Governor's people who panic and flee. A Woodbury teenager, Jody (Tanner Holland), becomes separated and encounters Carl, Beth (Emily Kinney), and Hershel (Scott Wilson) in the woods while running away from the prison. Carl instructs him to drop his weapon, but the youth approaches Carl, weapon extended, as if to turn it over. Despite the ambiguity of young man's intentions, Carl shoots him without remorse. Carl later justifies this action to Rick by claiming that the young man drew first, an account which Hershel disputes.

In Woodbury, Tyreese checks in on the women and children. He and Sasha agree they may have to slip out when The Governor returns. Milton asks Andrea why she stayed in Woodbury after learning her friends were alive. She explains that she wanted to save everyone, even The Governor (for a while). Milton informs Andrea of the pliers he left behind her and urges her to hurry. She removes her shoes and tries to grab them with her feet.

The Governor overtakes the retreating convoy of his surviving assault team and he forces them to stop, some distance away from the prison. When most of them express a desire to return to Woodbury and leave the prison group alone, The Governor begins shooting them, killing most of the group, including a shocked Allen (Daniel Thomas May), who stands up to the Governor, leaving Martinez (Jose Pablo Cantillo) and Bowman (Travis Love) alive, who witness the massacre in horror. Karen (Melissa Ponzio) escapes the massacre by hiding under a corpse.

Rick asks Carl about the teenager he killed. Carl points out that Dale, Lori, and Merle all died because he and Rick did not seize opportunities to kill potential threats. Glenn (Steven Yeun) and Maggie (Lauren Cohan) offer to help guard the prison in case The Governor returns, while Rick decides to finish off The Governor's forces at Woodbury and gives chase along with Michonne and Daryl. They encounter some of the former Woodbury soldiers, some now reanimated as walkers, as well as Karen, the only survivor, who was hiding in a truck. Meanwhile, Milton reanimates and advances on Andrea as she desperately tries to get free of her restraints using the pair of pliers.

Tyreese and Sasha are standing guard at Woodbury's gate when Rick's group arrives with Karen. She explains to Tyreese how The Governor killed everyone, and Rick, Daryl, and Michonne saved her. Rick's group comes out from their cover with their hands raised. Rick mentions that Andrea never made it to the prison and suggests she could still be in Woodbury. They head to the interrogation room and notice a pool of blood under the door. Inside, they find Milton dead and Andrea huddling against the wall, having been bitten. Andrea apologizes for her actions, explaining that she didn't want anyone to die, and she insists on shooting herself. Andrea says goodbye, and the others give her privacy, leaving a tearful Michonne by her side. Then a shot is heard offscreen. The episode ends with Rick's group returning to the prison with the residents of Woodbury who had remained behind (including Tyreese, Sasha and Karen), much to Carl's dismay. Rick looks to the catwalk where he had seen Lori before but the hallucination is gone (suggesting that his conscience is clear). Meanwhile, The Governor, Martinez, and Bowman remain at large.