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Picking up right where the mid-season finale left off, the Governor has Merle and Daryl about to face off in his gladiatorial arena for a fight to the death. Merle starts it off with a sucker punch to Daryl's gut. As the two brothers are fighting it out, the Governor's men bring walkers out to spice things up. Merle has Daryl pinned down, but tells him that they're both going to get out of there. The two go -back-to-back, fighting off walkers, then are helped out by some well timed gun fire. Rick and Maggie come out firing and toss a smoke grenade as cover. Daryl and Merle make a break for it, getting out of Woodbury with Maggie and Rick.
Out on the road, Rick meets up with Michonne and Glenn. Neither Glenn or Michonne are exactly happy to see Merle in tow, as Merle had tried to kill both of them in the not too distant past. Everyone, including Rick, Maggie and Daryl, gets into a nice little argument about whether Merle should come back them to the prison or not. Rick seemed to have had enough of Merle, as he knocked Merle out with the butt of his gun to shut him up.
Back in the prison, Hershel is tending to Alan, one of Tyreese's group. Hershel is attempting to get some background on this new group. Tyreese and Sasha tell our main group that they started out in their neighbor's bunker, then once the supplies ran out, they made their way out of Jacksonville. Their group had swelled up to 25, but with Donna passing, its down to four. Hershel seems to feel for them, but tells them not to get to comfortable because Rick won't likely feel the same way.
Daryl pleads with Rick, Glenn and Maggie to let Merle come back with them. He tells them that it's a package deal, that either both him and Merle go back, or neither of them do. Rick can't seem to come to terms with Daryl on that one, so Daryl keeps to his word, grabs some supplies, and goes off into the woods with his brother.
Tyreese, Sasha, Ben and Alan take Donna's body outside to bury it. While on their own, Ben and Alan plot to take the prison before Rick gets back. Tyreese and Sasha are both against this, pointing out that Carl and Hershel took them in and are taking care of them, and for the fact that there's a new born baby in there also.
Shortly thereafter, Rick and Glenn get into it about went went down in Woodbury the night before. Glenn is upset with Rick that he didn't allow him to go on the assault, but he did let Maggie go. Glenn also couldn't be more pissed off that the Governor is still alive and Daryl isn't with them anymore. When they get back to the prison, Carl and Carol are at the gate to greet the car. Rick breaks the news about Oscar dying and Daryl leaving. Carol is really torn up about the latter.
Most of the townspeople of Woodbury are at the gate, trying to leave. Martinez is standing guard with some other men as they attempt to keep everyone in. Walkers are amassing outside the gate and the guards try to pick off as many of them as they can. Andrea tries to talk Martinez and the other guards down and keep the peace with the townspeople. She hears screams and runs towards them. A few walkers snuck in the night before during the assault and hadn't left yet and decided to have a little snack. Andrea and Martinez take care of the walkers, but hesitate to put an injured man out of his misery. The Governor walks out of his apartment, shoots the man in the head, and walks back inside without saying a word.
Andrea storms into the Governor's apartment and confronts him about shooting a man in the head in front of everyone. The Governor's response: we're at war. She then asks him why Daryl was in Woodbury to begin with. He gives her an honest answer, that he was there to save her friends, referring to Glenn and Maggie. Milton comes in to tell the Governor that the people of Woodbury are getting restless. Andrea goes out to talk to the townspeople. She gives an inspirational speech about how they will rise up and get past this hiccup. Woodbury seems to agree with what she's dishing out.
Back at the prison, Hershel tells Rick about the new group that they stumbled upon. Tyreese, Sasha, Ben and Alan sit on the tables in their area of the cell block, waiting for Rick. Tyreese tells the rest of his group that he'll do the talking. Rick walks right past them without saying a word. He goes into the cell block and Beth gives Rick his child to hold. The act of holding the baby, coupled with Beth saying that Judith has Lori's eyes, sends Rick into a funk. He might be starting to lose it again.
Carol and Beth talk about how much Daryl will be missed, that the group doesn't feel whole without him, soft even. Downstairs, Hershel tends to Glenn's wounds, which he points out were inflicted by Daryl's brother. Hershel asks Glenn how things are going with him and Maggie, taking a general interest and showing it for once. He then goes to talk to his daughter about what happened in Woodbury. Maggie stays silent, assuring Hershel that she's fine.
Rick asks Hershel how long until Michonne is ready to travel. Hershel says she still has a few days to go until she's at full strength, something that Rick didn't really want to hear. He wants her out. Hershel brings the elephant in the room back up to Rick: what to do with Tyreese and his group. Tyreese pleads his case. He tells Rick that he and his group will be able to contribute any which they can. Rick gives him a quick "no." Rick brings up how they tried to trust Tomas and Andrew and how horribly that turned out.
Hershel pulls Rick aside and tells him that he needs to take more chances on people, especially on people that everyone else seems be OK with. Rick then starts yelling and screaming. He sees a shadowy ladylike figure up on the catwalk. Lori? Yeah, Rick has gone off the deep end again.