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From the prison catwalk, Rick spots a woman in a wedding dress standing by the graves. When he approaches, she disappears and reappears outside the fence. He rushes through the gate and sees that it's Lori. She cradles his face.
Michonne watches from the distance in confusion as Rick stands outside the fence, alone, gesturing to the air.
Glenn makes an executive decision to fortify The Prison against The Governor, despite Hershel's suggestion that they flee. Glenn enlists Carl to help investigate where Tyreese and his group found their way inside.
The Governor visits Milton in his lab while Milton is relaxing. He asks if he can still count on Milton's allegiance. Milton reassures The Governor, who then asks him to keep tabs on Andrea, as he is not sure where her loyalty lies.
Later, Andrea asks Milton for The Governor's whereabouts. Milton dodges her questions, but raises her suspicions.
Back at The Prison, Glenn and Carl inform the group that the boiler room is overrun with walkers again. Hershel again advises a retreat, but Glenn ignores him and says he and Maggie will go to the far side of The Prison to look for the breach.
Glenn finds Maggie alone in her cell. He insists they talk about her encounter with The Governor and asks if she was raped. She snaps at him before telling him all that happened. Glenn reaches out to her, but she shoves him away, asking if he feels better now that he knows the full story.
On the catwalk, Carol and Axel reinforce a fence. Axel tells Carol he was initially sent to prison for robbing a gas station with a toy gun in his pocket. He bonds with Carol as she shows him how to use a real one.
Meanwhile, Merle and Daryl encounter a Mexican family of survivors under attack by walkers. Daryl immediately goes to their rescue, killing walkers with his crossbow and knife. Merle half-heartedly assists.
When all the walkers are dead, Merle aims his gun at the father and begins rooting through their car, where the mother and a baby are both bawling from a close encounter with a walker. Daryl points his crossbow at Merle and instructs the family to drive away, then stalks off, leaving Merle alone.
Merle follows Daryl into the forest and scolds him for risking his life to help strangers. They grapple and Daryl's shirt rips, revealing childhood scars from their father's beatings. "I didn't know," Merle says apologetically. Daryl stalks away, telling Merle that he's going back where he belongs. Merle complains that he can't follow him to The Prison because of what he did to the survivors.
"I may be the one that's walkin' away," Daryl says, "but you're the one that's leavin'."
Outside of The Prison, Hershel tries to stop Glenn from going off on his own. "This rage of yours," Hershel says, "it's gonna get you killed." Glenn ignores him and drives off.
Hershel calls to a disoriented Rick from The Prison fence. "We need you now more than ever," Hershel says. Rick confesses that he's been seeing Lori. "I know it's not really her, but there's got to be a reason," he says, walking back into the forest.
In the courtyard, Carol and Axel chat. Suddenly, a bullet hits Axel in the head, killing him instantly. The Governor, stationed at the treeline, lowers his Steyr AUG A1.
Rick's group runs for cover as The Governor and his men attack. Rick is hiding outside of The Prison under a bridge, Hershel is ducking underneath the brush near the gates, Michonne is taking cover behind the tipped over bus by the inner fence entrance, Carol is using Axel's body to shield her from bullets, and Beth and Carl are hiding behind a wall. Maggie then bursts out of her cell into the courtyard carrying guns. The sides are more evened out as gunfire erupts on both sides. One of the Woodbury soldiers, situated in a guard tower, is killed by Maggie.
Gunfire ceases and silence drops when suddenly a bread truck comes crashing through The Prison's gate and stops in the yard. The Governor smiles as the back door opens and walkers stream out of the bread truck, with the fully-armored driver fleeing The Prison's yard. The Governor drives off as the survivors struggle with the dead. On the way out, The Governor's car passes Glenn's as he returns to The Prison.
Outside of the fence, Rick is struggling for his life as he's surrounded by walkers, one of which is about to bite him. Suddenly, a crossbow bolt pierces its forehead, signifying Merle and Daryl's arrival. Together, they kill the remaining walkers outside the fence.
Glenn arrives and gets Hershel back to the main group, behind their second wall of fence.
Momentarily safe, Rick stares darkly into The Prison's yard, now swarming with walkers.
- Travis Love as Shumpert
- Al Vicente as the Mexican Man
- Karenlie Riddering as the Mexican Woman
- Andy Glen as the Mexican Boy
- Adelaide and Eliza Cornwell as Judith Grimes
- Dango Nguyen as "Mean Guard"
- Russell Towery as "Woodbury Guard 1"
- Brendon Cornwell, David Tillery, Joseph Setticase and Royce Munn as "Woodbury Citizens"
- Demetrice Jackson, Don Teems, Jessica Mallory, Michael Maughon, Kasey Williamson, and Pj McDonnell as Walkers
- Unknown as "Guard Tower Soldier"
- First (and last) appearance of "Guard Tower Soldier".
- Last appearance of Axel.
- With Axel's death, all of the prisoners have been killed.
- Axel shared the same fate as his Comic Series counterpart, as he was also abruptly shot in the head by The Governor with a rifle.
- The driver of the bread truck is stunt coordinator Russell Towery, who portrayed a Woodbury guard.
- This is the third out of three episodes of the third season where all main characters physically appear, the other two being "Killer Within" and the preceding episode, "The Suicide King". All main characters also appear in "Hounded", however Lori's (Sarah Wayne Callies) appearance is a voice-only role.
- This is, so far, the last episode on the series where all main characters appear.
- The truckload of zombies delivered to The Prison was called a "walker bomb" by Chris Hardwick on Talking Dead, as well as on The Walking Dead's official Facebook page.
- During Merle and Daryl's argument, one of Merle's reasons not to return to the prison is because he nearly killed Glenn, who he mistakens as Chinese; he is corrected by Daryl by informing him that Glenn is Korean. Merle then replies, "Whatever." This echoes the first season episode "Vatos", where Daryl mistakens Glenn's ethnicity as Chinese. After Glenn corrects him, he also says, "Whatever."
- The episode title can refer to a number of things:
- Daryl having to choose between being with his brother or going back to the prison group which had become his home.
- Andrea dealing with her feelings about knowing her old group at the prison is still alive and that they are at war with her new group Woodbury which has somewhat become a home to her.
- Axel describing how he has always felt safer inside the prison and how it was his home.
- The filming of the prison assault and the Yellow Jacket bridge scenes were complicated by Hurricane Isaac, in August 2012.
- Sarah flew out to set (via helicopter) just to reprise her role as Lori Grimes in this episode.
- On the Season 3 DVD, there is a deleted scene of Rick hallucinating Lori as a walker.
- This episode marks Sarah Wayne Callies's and Norman Reedus's 25th episode on the TV Series.
- Glen Mazarra has stated that he considered on killing Beth and Carl instead of killing Axel in this episode. He said, "Now the question is, whose death? To be very honest, I didn’t want to kill off any of the major characters. We obviously didn’t want to kill Rick. Carol was on the chopping block, but I didn’t want to kill Carol, because we have a story coming up with her. We looked at the possibility of killing Beth. I don’t think that actor knows that. You know, I love Emily Kinney. But I felt that would have had too big an impact on the group. It would have just devastated poor Hershel. It would have taken him down a path I didn’t want for the rest of the season. And we were already dealing with Maggie’s feelings about her sexual assault by The Governor, so we didn’t want to complicate that with mourning for her sister. We talked about killing Carl in that episode! We really did… unfortunately, you know, by the process of elimination, we got to Axel. Now I like Lew Temple’s performance of Axel very, very much, and we were just starting to find that character and develop him in a way that we loved. And we probably could have had more stories with him. But The Governor was the main character in that piece. We needed to make sure he was not ineffectual. Because otherwise he’s not a bad guy that could possibly take out our guys. So that was really important.”
- When Daryl kills the walker with the trunk door, it is seen that his hands are covered in blood. In the next shot, it is visible that both his hands are clear of walker blood.
- Also with the walker that Daryl kills with he trunk door, water can be seen coming from the walker's crushed head.
- When the Mexican father is bashing the walker with his weapon and Daryl comes to save him by stabbing it in the head with his hunter knife. The next scene shown is of Daryl stepping back to kick the walker over the bridge. Daryl is no longer holding the hunter knife in his hands that he pulls out after killing the walker and kicking it over the bridge. Afterwards, Merle is about to rob the Mexican family's vehicle. You see Daryl is now holding the bloody hunter knife in his right hand and the crossbow in his left hand.
- The same walker that sneaks up on The Governor and gets shot with his pistol shows up again when Rick is being attacked by a couple of walkers and gets saved by Merle.
- When Merle rips Daryl's shirt, Daryl has two demon tattoos on his right shoulder, but no tattoos on his left shoulder. When Daryl stands and walks away from Merle, the tattoos are on his left shoulder and his right shoulder is bare. Glen Mazzara explained: "We had to flip the negative of Daryl at one point when editing his scene with Merle. That's how his tattoo moved."
- When The Governor is aiming, he aims with his blinded left eye.
- While Rick is outside the fences (without ammunition) after the Governor leaves, he is seen stumbling away from a herd of approximately a dozen walkers coming after him, when a single walker approaches him. Instead of killing the single walker with the force of his revolver, he turns and attacks the dozen.