Rick and the group have to seriously consider if the prison is worth defending as The Governor's impending attack looms over their heads.
And how did it actually go down? Read on...
The episode opens on an iris--wide open and not turned. It's the Governor, his face spattered in blood, punching the camera--it's clearly Milton's POV, and the Governor is talking down to him. He blames Milton for the deaths of the eight men who Merle killed last week. Milton stands up to the Governor, telling him that the only reason anyone in Woodbury took care of him is that he looked the other way. The Governor tells him that it's time for him to move up. He says that if there's a threat, and you end it, you don't ever feel bad about it--you kill or you die.
Milton asks him what Penny would think about what the Governor has become, and the Governor says that she would be afraid of him, but if he'd been like this from the start, she would still be alive today.
Miilton asks him if he killed Andrea, and the Governor pulls him into the next room and throws him in with Andrea, who begs him to stop what he's doing. The Governor says he's going to kill them all, and that people are going to help him. "I had to stretch the truth a little bit but just a little," he says. "Now they're foaming at the mouth." He tells Milton to get the Governor's torture tools and he drops them, takes his time putting the kit together and clearly does something surreptitious. Outside Andrea's room, the Governor pins him to a wall and tell him that he has to kill Andrea, to "show me that you've learned something," and that there is no way he's leaving the room without killing her.
He hands Milton a knife, and Milton starts toward Andrea, but then he turns on the Governor. The Governor anticipates it and stabs him to death, telling him that he'll die, he'll turn and then he'll eat her. Then he walks out, telling Andrea "In this life, you kill or you die--or you die and you kill."
Back at the prison, Carl is packing up his things when he stops to look at the picture he recovered of his family back in the episode "Clear." He, Carol, Hershel and Beth are packing all of their belongings into bags, totes and vehicles, apparently readying to leave the prison after the vote alluded to last week. He ignores Rick's attempt to talk to him, and Glenn approaches Rick as he's tinkering under the hood of a Department of Corrections car. Glenn tells Rick he's never seen Carl this mad--"Even with Lori, he just shut down," Glenn says. Carl says he's still a kid, although it's easy to forget. He looks up at the catwalk and sees Lori standing there.
On the ground near his bike, Daryl says that Merle never did anything like he did last episode in his whole life; Carol says it gave the group a chance.
Inside the prison, Michonne tells Rick she's ready--that she understands he had to consider the deal the Governor offered. Rick apologizes for how close he came, and she says that he didn't do it, which is what matters. She tells him she never thanked him for getting her out to Woodbury that first time, or for taking her in. He tells her that he might not have if she didn't have the baby formula, but she doesn't believe that. He says it must have been something else, then, but it was Carl who made the call to let her stay--that she's "one of us." She half-smiles and walks away.
Back in Woodbury, the Governor is working up the troops, saying that Rick's people are just like the biters. Tyreese objects, saying that he and Sasha will not fight against others. They'll stay and protect the children of Woodbury--that if he wants them gone when he returns, there will be not hard feelings. The Governor, seething, hands Tyreese a rifle and thanks him, then he and the Woodbury Army rool out.
Back at the prison, Woodbury forces roll through open, unprotected gates. They blast out one of the guard towers with a rocket launcher and go after the others with machine guns. Then they set the machine guns on the walkers in the yard while taking out another guard tower with another rocket. Stepping out of their vehicles, they spread out. The main vehicle drives up the prison road, flanked by soldiers, and smashes through the only closed gate.
Once inside, they make their way around, but no defenses are evident. They hook up the truck to tear a door off of a stairwelll and then make their way into the dark prison. Inside, a handful of men are joined by the Governor while the rest wait outside the open door. The Governor opens a cell block door, unlocked, and his men make their way past Carl's deserted bedroom. Martinez comes out, indicating that they haven't found anyone in the cell block. The Governor walks away, frustrated, but sees something that catches his eye.
He walks to a cell where he finds a Bible, open to The Gospel of John and with the passage that Hershel and Milton connected over highlighted.
The Governor splits up the group, as they hear what seems to be walkers elsewhere in the prison. Flashlight in hand, he makes his way into the Tombs.
Back in the Governor's torture lab, Milton is struggling to tell Andrea that he left a pair of pliers on the floor by her feet for her. She tells him that she's going to free both of them, and that he'll be okay. But he tells her that as soon as she's free, he wants her to stab him in the head with something sharp before he can turn.
Back in the Tombs, the groups of Woodbury soldiers are making their way through the prison. The Governor hears something and quiets the group, leading them deeper into the Tombs.
Back at Woodbury, Tyreese and Sasha are hanging out with the kids and old folks; Tyreese tells her that he killed a couple of walkers. They start to try and devise a way to escape Woodbury before the Governor gets back and they face consequences.
Back in the torture room, Andrea finally gets control of the pliers, but Milton is non-responsive. He starts to cough and blink and for a moment she's scared, but he asks why she stayed in Woodbury after she found out her friends were at the prison. She says she wanted to save everyone--even the Governor, and that she didn't kill him when she had the chance. Milton says he stopped her, but she tells him about the previous time she resisted "because I didn't want anyone to die." He tells her he's still there, still alive, and that she needs to hurry. She kicks off her shoes and steps down as much as she can.
In the Tombs, a series of explosive charges go off, along with alarms. This creates chaos and draws walkers, and the Governor's people flee. As they exit, Glenn starts shooting at them from a distance while wearing riot gear and standing behind shields. Maggie is there, too, in the same state. Shupert tries to kill them, and Glenn tries to take him out. Allen goes to the car, where he tries to use their gatling gun, but it's been tampered with. .Getting into vehicles, the Woodbury Army make their escape.
Celebratory, Glenn and Maggie get down from thei rperch. In the woods, a young man from Woodbury comes across Hershel and Carl. They hold guns on him, telling him to surrender his. He says he's going to but after a long pause where they all stand staring at each other, Carl shoots him down as Hershel looks on shocked.
Back at the prison, the group discusses their chances taking the fight to Woodbury, now that they've driven the invaders out. The crew from the woods come inside, and Carl tells him that he is going to Woodbury, that he took out one of the Governor's soldiers. He insists that he's going with Rick to Woodbury. Hershel tells Rick that the kid was scared--that he was handing his gun over. Rick tells Hershel that he believes Carl, and Hershel shouts over him, telling him Carl gunned the kid down.
On the road, the Governor's truck is trying to overtake the other vehicle and force them to pull over. Nobody wants to go back to the prison except Allen, the Governor, Martinez and Shupert. The Governor takes out a machine gun and starts killing his own people (including Allen), not stopping until he believes all of them to be dead, but hidden away under a corpse, Karen (the mother of the boy Carl just killed) has survived.
He gets back in the truck, behind the wheel, with Shupert and Martinez at his side, and drives off.
Back in the torture room, Andrea gets a grip on the pliers and asks Milton if he's still alive, but gets no response. She drops them and momentarily panics, then gets them back up between her toes. She grabs them from her toes, and sets about using them to loosen the leg of the barber's chair she's stuck in while Milton's fingers move.
Outside the prison, Rick is contemplating bringing Carl to Woodbury or not when Daryl drives up. He goes to his son, telling him that Hershel told him about the situation in the woods. Carl defends his actions, saying that Noah had a gun. He's evasive when Rick asks him whether he was handing over the gun, saying that he couldn't take the chance--that he didn't kill the walker who killed Dale, and look what happened. That Rick didn't kill Andrew, and it came back to bite them when Lori died. Rick was in a room with the Governor, didn't kill him, and it cost them Merle. "I did what I had to do," Carl says, and tells Rick to go to Woodbury so he doesn't kill any more of them. He leaves Rick's sheriff's badge on the ground next to him.
Glenn and Maggie decide they're staying--that since they don't know where the Governor is, they want to be there to defend the prison. That makes the attack squad just Rick, Daryl and Michonne.
At the gates, everyone gets in on some walker-killing while Rick readies to leave, even Beth!
On the road, Rick, Michonne and Daryl come across the abandoned truck and the people of Woodbury being consumed by walkers. Taking out the walkers, Rick and Daryl find Karen in the cab of a truck hiding out and pull her out.
Back in the chair, Andrea is making slow progress escaping and is watching Milton begin to reanimate. Frantic, she starts to scramble to get the arm of the chair free. Finally getting one free as he starts toward her, she screams as the walker sets upon her. There's a scuffle and a thud, then nothing.
As the invasion group approaches the walls of Woodbury, a brief firefight breaks out. Nobody is killed, as Karen explains to Tyreese what happened on the road. Rick, Daryl and Michonne appraoch Tyreese and the wall with their hands up. Tyreese asks Rick what he's doing here, and Rick admits they came to finish it, but says now they're looking for Andrea, knowing she might be stuck there after she was presumed to have escaped. Daryl leads the group, along with Tyreese and Sasha, to the room where the Governor had been holding Glenn and Maggie. There, they find zombie Milton dead and down, and Andrea slumped against the wall. She's been bitten on the neck, though, and is burning up. She asks about the rest of the group, and tells Michonne it's good she found Rick's group, and then says she wants to be the one to shoot herself--that she'll do it while she still can. Michonne stays with her to be there for the end, whiel Rick, Daryl and Tyreese wait outside. After the bang, there's tears from Michonne.
Returning to the prison with a pickup truck and a bus (plus Daryl's bike), the survivors reunite, bringing the infirm of Woodbury with them. Carl asks what's going on, and Rick says they're going to join the group. Carl, obviously unhappy, storms off. Hershel welcomes the newcomers to the prison, while Rick looks out at the menacing landscape where the Governor and his most trusted aides are still waiting to be a threat. The episode closes on the cross over Lori's grave.