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Scene: the backwoods of Georgia. The first sound heard is of a woman screaming. We then cut (literally) to a man named Tyreese hacking away at some walkers. He joins up with Sasha and a small group of people fighting off walkers. One of the women is bit in their escape. Tyreese contemplates leaving her behind, but can't do it. He leads his group to what turns out to be the back end of the prison.
In Woodbury, Andrea finds a picture of the Governor and his family, but puts it down as he approaches. They share a moment when both realize Andrea likes being in Woodbury. After she leaves, the Governor goes into his room with the fish tanks and unlocks the door that he keeps Penny in. Penny is in her straightjacket and chained around the neck. The Governor tries to find the humanity in his daughter, but all she seems focused on is the living meat in front of her and the meat in a bowl just in front of her. The Governor sees this and puts her back into her cage.
Glenn and Maggie are still in Glenn's holding cell, with the dead walker still on the floor just feet away from them. Glenn is about to ask Maggie if the Governor did anything to her, but she assures him that nothing happened. Glenn gets up, goes over to the walker and rips the arm off. He places the arm on the ground so he can break it in half. He pulls the bone out of the arm and hands it to Maggie. They both now have weapons.
Rick, Daryl, Oscar and Michonne are outside the walls of Woodbury. Michonne gets Rick's attention and leads the group into the town. Inside the walls, the Governor and Merle talk over what to do about the prison. The Governor suggests that they take out Rick's group, and just let the walkers take the prison back over so no one in Woodbury would ever know there's anything going on.
Michonne leads the group to the Travel Agency, where she was first questioned when brought to Woodbury. They hear a knock on the door and a man enters. He says he knows people are in there, but as he walks through the building, Rick jumps him and they tie the man up. He claims to not know where Glenn and Maggie are, so Rick stuffs a sock in his mouth and knocks him out.
In the prison, Beth is taking care of baby Judith, with Axel and Carl nearby. Axel comments on how good Beth is with the baby. After asking how old she is, Carol interjects and asks to speak with Axel outside. She tells him to stay away from the kids. Axel, having been locked up for so long, seemed to be getting antsy. He knows Maggie is paired off and thought Carol was a lesbian because of her short hair. She laughs him off. The scene was completely unrelated to the plot of the episode, but did provide some light humor to an otherwise very dark episode.
Back in Woodbury, Merle is going to get Glenn and Maggie to bring them to the Screamer Pit (the gladiator ring). When he opens the door, Glenn and Maggie bum rush him and Warren, another Governor thug. Maggie uses the walker bone and stabs Warren in the neck, killing him instantly. As he falls to the ground, his finger hitting the trigger on his gun. Rick and his group hear the shots and begin to head in that direction. Maggie points the gun at Merle and tells him to get his knife off Glenn's throat. He obliges, but Martinez walks in with his gun pointed at Maggie.
Rick, Daryl, Oscar and Michonne enter the building where Glenn and Maggie are being held. Maggie and Glenn have sacks put over their heads and are led out. Rick and Daryl throw smoke grenades and make a SEAL-type extract of their captive group members. Outside in the streets, the man who Rick had knocked out comes to and says that six or seven men with guns have breached the walls. Rick's group makes their way into a building, but Michonne stays behind and heads off. While they are regrouping, Glenn tells Daryl that Merle was responsible for his beatdown and tried to kill him as well. Daryl makes his case to try and go find Merle, but Rick talks him out of it. Rick makes his case, a little stronger that Daryl did, to keep Daryl at his side to help get Glenn and Maggie out.
The Governor, Andrea and Milton are in the lab when Merle comes in to tell them that Rick's group killed Warren and the prisoners have escaped. The Governor tells Andrea to handle the door-to-door checks of the residents, and won't take no for an answer. Meanwhile, Michonne breaks into the Governor's apartment and sits down, sword at the ready, waiting for him.
Rick and Daryl toss smoke grenades out into the street to try and cover their escape. The fire at the patrols on the wall, killing them. Merle's group of thugs continue to fire back, as does Andrea, though she doesn't know exactly who she's firing at. The group takes shelter in the entrance of one of the shops and makes a plan to make a break for the wall. Daryl tosses another smoke bomb and lays down cover so the rest of the group can make a run for it. As Rick is helping lay down covering fire, he turns to see who he thinks is Shane. The man fires a shot, killing Oscar, then Rick puts a bullet in the doppelganger. Rick makes it over the wall, but Daryl is still on the streets firing at the Governor's men.
Back at the prison, Hershel comes hobbling along after he put Judith to sleep. He comes up to Beth and Carl who are sitting on the stairs. They all hear a scream coming from within the prison. Carl grabs his gun and goes off looking for who the scream belongs to. As he is walking through the tombs of the prison, Carl comes across the boiler room. He found the screams, some walkers, and to his surprise, Tyreese's group. Carl shoots the walker tangled up with Sasha, and leads them back toward cell block C.
Michonne hears something in the Governor's apartment. She turns toward the locked door to her right, then busts it open. Her eyes get really wide when she sees the fish tanks, and then she sees Penny locked up in the cage. Michonne takes the chain off, then the bag over the girl's head. Just as Michonne pulls her sword out, the Governor enters the room. He puts his gun away, hoping Michonne will do the same, and not kill his daughter. Michonne sticks her sword through the back of Penny's head, coming out of her mouth in the front. The Governor screams in horror, then the two begin fighting. And man, is it brutal. The Governor throws Michonne's head through one of the fish tanks, and one of the heads is still trying to bite. On the ground, both the Governor and Michonne struggling for position, Michonne grabs a piece of glass and stabs the Governor through the eye. As she gets up and grabs her sword to finish the job, Andrea comes in with her gun raised. The two keep their weapons raised at each other until Michonne backs out of the room. Andrea stares at the severed heads with the same look of horror Michonne had. The Governor is in tears over his daughter.
Back in the prison, Carl gets Tyreese and his group back to his cell block. As Tyresse is about to kill the woman who was bit (we learn she's Donna, another character from the comic), Carl backs away and locks the door leading to the cells. Sasha gets a little angry, and rightfully so, with Carl. Tyreese grabs her and calms her down. Beth asks Carl if they should help the new survivors. Carl replies that he already has.
The Governor wakes up from getting stitched up. Andrea wonders why Michonne was in Woodbury and why the two were fighting. She inquires about the fish tanks and the heads, to which the Governor answers that it helped him with the horrors of the outside world. When Andrea brings up Penny, he shuts down though. Merle comes in and says that Rick's group made it over the wall, and that he'll go after them in the morning.
Outside the walls of Woodbury, Rick, Glenn and Maggie wait for Daryl. Michonne pops out from under a train. Rick takes her sword away, keeping his gun on her the entire time. Michonne makes her case for importance: Rick needs her to either go back in to get Daryl, or to get Glenn and Maggie back to the prison. He knows she's right.
The Governor walks out into the middle of the gladiator ring to address the entire town. He tells the residents of Woodbury the truth, that they were attacked and that he doesn't know if it's safe to be there anymore. He takes responsibility for everything that happened, mentioning what happened to him as well. The Governor does give his people hope, though. He tells his people that they have a "terrorist" within their group: Merle. He very quickly turns the town against Merle. The Governor's men take Merle's knife hand away and the Governor tells the town that Merle betrayed everyone. He then brings out a hogtied Daryl. Andrea looks on in horror and she sees and hears that entire town is behind the Governor wanting to kill the Dixon brothers in cold blood. The Governor smiles as he regains control.
And now, we unfortunately have to wait two months to see what happens next. Curse mid-season breaks.