The episode opens with The Governor trying to convince his new found group to take over the prison.
He uses his persuasive skills and tells them that the prison is full of “mostly bad people”.
He shares his skewed history with the group. Telling them these bad people “murders and thieves, why should they be safe and not you? They mutilated me, burned my camp and killed my daughter.”
He then admits to kidnapping two group members (Hershel and Michonne) from outside of the prison fences. The Governor stress to them we will take the prison with these hostages. He says “We can have it. We don’t need to kill anyone.” Everyone agrees to join in the takeover.
Lily overhears the speech and expresses her objections to hurting anyone. Lily sees that Brian has changed. (Lily, meet The Governor). He tells her he will keep her safe and that he loves her.
The Governor has Hershel and Michonne tied up in one of the campers. He offers them food and tells them “it’s going to be a long day.” Michonne tells him “I’m gonna kill you.” The Governor tells them he won’t hurt them and all he wants is the prison. Hershel tries to convince him that the two groups can share the prison, but The Governor knows he’ll never be able to live together with Rick and Michonne.
The Governor drops Lily and Meghan off at the side of the river, telling her that walkers can’t make it through the water and so they’ll be safe waiting there for him while he’s at the prison. Lily doesn’t approve of his tactics. Before The Governor leaves, he gets a hug from Meghan, who is playing elbow deep in mud.
Daryl is angry with Rick about expelling Carol but Rick defends his decision. Daryl decides to tag along while Rick tells Tyreese about Carol, but The Governor’s entrance abruptly stops that.
The group runs outside to the fences, where they see The Governor perched on top of a tank surrounded by his new group. The Governor summons Rick down to talk. Rick starts to decline, saying he has to confer with the council. The Governor brings out Hershel and Michonne. He tells Rick that he’s making the decisions today.
The group peers helplessly out of the safety of their prison fences to see Hershel and Michonne on their knees with their hands tied behind them. Daryl tells Bob to spread the word to the others to run for the bus while he collects guns.
The Governor tells Rick to have his group cleared out of the prison by sundown. Rick tells him no and there are sick people inside who won’t survive, including children, The Governor tells him that doesn’t matter.
Daryl and Bob stand at the fence line, handing out guns and watching The Governor.
Back at the river, Lily sees a Walker making its way across the river. She prepares to shoot, but the water carries it away. Meghan still playing in the mud pulls up a metal Warning: Flash flood area sign which covered a buried Walker.
Unbeknownst to the child, the walker starts working its way to the surface, grabbing her. A frantic Lily scrambles to save her daughter but to no avail, Meghan is bitten.
Back at the prison, The Governor continues to act like he’s being benevolent by allowing Rick’s people the opportunity to leave without more combat. Walkers start making their way to him and he shoots two of them, saying that the noise will draw more, so the longer they wait, the harder it will be for Rick and company to get out of the prison.
Daryl and Carl watch the action from above. Carl believes he can kill the Governor, but Daryl tells him not to try. The kids start towards the bus, holding baby Judith in her car carrier, but Lizzie convinces them to get guns and help as Carol had taught them. They decide to get guns.
Rick tries to convince The Governor to live with them. The Governor refuses, saying it’s impossible. Rick tells him that they’re not leaving. They would have to take the prison by force which would make a lot of noise and the Walkers will ultimately overrun the place. In other words no one will have it. The Governor rushes off of the tank and grabs Michonne’s katana and holds it against Hershel’s throat.
Rick delivers a stirring appeal to the group and The Governor. He tries to convince them that they could share the prison and live in an entirely different section where they would never have to interact with each other until when they are ready. As the Governor listens, something seemed to trigger in him when Rick said “You can still come back from this.” Unsurprisingly, The Governor responds by calling him a liar and chops Hershel’s halfway through the neck.
Rick immediately starts to fire and backs up towards the prison. Michonne finds her way around to the back of The Governor’s group where she manages to free her hands from the ropes. Hershel crawls away with the last of his life, but The Governor follows him and finishes cutting his head off.
Lily shows up carrying the body of Meghan, which The Governor takes from her and shoots in the head without skipping a beat. (No love lost there) Tara drops her gun, unwilling to participate. Her girlfriend tells her it’s too late to turn back; that Tara should run and find safe cover, and that she’ll find her after everything is all over.
The Governor tells his group to charge the wall with the tank, get in their cars and “kill them all.” The tank easily takes down the fence and Rick’s people begin heading back toward cover. The Governor’s group takes significant losses. The tank blows a hole in the building. The Governor takes cover behind the overturned bus while the rest of his people advance on the prison, presumably hanging back to minimize his risk.
Maggie heads into the prison to get Glenn and helps him to the bus with no sign of her sister Beth. She has gone to get Judith and the kids. Maggie tells them to leave without her if they need to; which they do.
Rick finds The Governor and attacks. The Governor gets the upper hand on Rick. The beating is brutal.
Tyreese is cornered behind some potted plants by two of The Governor’s group (including Tara’s girlfriend) when suddenly out of the minds of babes–Lizzie saves his butt. He tries to get them to head in the direction of the bus, but they run in the opposite direction. Tyreese chases after them.
Maggie, Sasha and a shot injured Bob run off together.
As The Governor almost strangles the life out of Rick, Michonnne drives her katana through The Governor’s back, but leaves him for dead instead of putting him completely down.
Daryl gets a second grenade into the tank, forcing the rest of The Governor’s people away. He shoots an arrow into The Governor’s second-in-command. Beth without the kids finds Daryl, and he tells her that they need to go.
Rick stumbles up to the building, shouting for Carl, but finds only Walkers–until Carl takes them out from behind. The pair hug, and Rick asks where’s Judith–Carl doesn’t know. They see Judith’s blood smeared car seat standing alone. They both break down.
In the field, The Governor comes to and see Lily is standing over him. She steadies her hand and kills him with his own gun. All the commotion has drawn Walkers from everywhere and they are overrunning the prison property.
In the woods, Rick tells Carl not to look back–just to keep walking.
On the Walking Dead after-show, the Talking Dead, it was announced that The Walking Dead would return for the second half of the season on Sunday, February 9th, 2014.
Do you think Judith is dead?
Where did the other children go?
Did any of The Governor’s group live?
Leave your comments below!