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The survivors regroup in the cell block following The Governor's assault. Rick and Glenn want to stay and face The Governor; Hershel brings up the fact that now Axel is dead and the only way to keep the rest of the group safe is for them to flee the prison. Merle, who's locked inside the common room, warns that The Governor has enough guns and manpower to kill them all.
Frustrated, Rick tries to leave the room. "Get back here!" Hershel booms. "You once said this isn't a democracy. Now you need to own up to that. And do something."
Afterwards, Rick surveys the walker-infested prison yard from the catwalk. Carl joins him and suggests Rick should stop being the leader. "Let Hershel and Daryl handle things," Carl says. "You deserve a rest."
Andrea confronts The Governor about the prison attack, reminding him of his promise to leave Rick alone. The Governor claims Rick shot first. Andrea says she wants to visit the prison to broker a truce. "You go to that prison, stay there," The Governor warns.
Back at the prison, Rick and the others prepare for battle. Glenn objects to Merle's presence and suggests handing him over to The Governor, but Hershel points out that Merle has valuable military experience.
Later, Hershel chats with Merle in his cell and the two bond over their amputations and mutual appreciation of the Holy Bible. Merle warns Hershel about The Governor: "He'll save Rick for last so he can watch his family and friends die ugly. That's who you're dealing with."
Meanwhile, The Governor surveys Woodbury's new army. When Andrea appeals to him to excuse the asthmatic boy, he ignores her.
In the prison cellblock, Carol visits Daryl and expresses relief at his return. "He's your brother, but he's not good for you," she says about Merle. "Don't let him bring you down."
Back in Woodbury, Andrea asks Milton to help her escape so she can discuss a truce with Rick. But he balks at the idea of betraying The Governor.
In his apartment, The Governor removes the gauze from his eye. He places a patch over the wound as Milton arrives to report on Andrea's request. "She asked for help," The Governor says, "help her."
Milton escorts Andrea through the forest, where they capture a walker and hack off its arms and teeth. As they fight off more walkers, they run into Tyreese and his crew.
At the prison, Merle tries to make peace with Michonne: "I done a lot of things I ain't proud of," he says. "Hope we can get past it." Michonne glares silently back at him.
Milton agrees to take Tyreese and his group to Woodbury. Andrea continues on to the prison with the armless, toothless walker as her "guardian angel."
Andrea approaches the prison, where Carl spots her through binoculars. "Are you alone?" Rick yells as she approaches. He shoves her against the fence and searches her. "Welcome back," he says.
Rick brings Andrea inside the prison. She insists she's on their side, but Rick has his doubts: "We had that field, courtyard, until your boyfriend tore down the fence with a truck and shot us up," he says. She begs Rick to work out a peaceful agreement, but Hershel doubts The Governor has any desire to negotiate.
Outside, Andrea accuses Michonne of turning the group against her. Michonne counters that Andrea is living under The Governor's spell and reveals that he sent Merle to kill her. Michonne says she went back to Woodbury to unmask The Governor, adding, "I knew it would hurt you."
Meanwhile, The Governor visits with Tyreese and his group in Woodbury's infirmary. He welcomes them to stay as long as they like, then brings up Rick's group. Tyreese recounts his experience at the prison and offers to join the fight: "Whatever we gotta do to earn our keep," he says.
Back at the prison, Andrea cradles Judith as Carol urges her to take action against The Governor. "You need to sleep with him, give him the greatest night of his life," Carol advises. "Get him to drop his guard, and then when he's sleeping, you can end this."
Later, Rick gives Andrea a car to return to Woodbury. "Be careful," he says, handing her a gun and a knife.
When she arrives in Woodbury, Andrea visits The Governor at home and confesses that she visited the prison. "He sent you back here?" The Governors asks. "No, that was my call," she says. "Because you belong here," he says, kissing her.
Beth begins to sing a song as the group wind down in their cell block. That evening, Rick tells Daryl and Hershel that he's taking Michonne and Carl on a run for more guns the next day. Rick tells Daryl: "Keep an eye on your brother," he says. "If he causes a problem, it's on you."
Meanwhile, Andrea lies in bed with The Governor, who's fast asleep. She pulls out her knife and holds it over his sleeping body, but turns away, unable to kill him. She moves over to the window and stares out, the knife still in her hand.
- Adelaide and Eliza Cornwell as Judith Grimes
- Lucie O'Ferrall as Ms. McLeod
- Dango Nguyen as "Mean Guard"
- Unknown as "Guard Tower Soldier"
- Nicholas Wayne Whatley, Jordan Rios, Marlin Lynch III, Luther Thompson Jr., Maurice Grover and Brittney King as "Woodbury Survivor"
- Lauren Henneberg as Walker
- First appearance of Noah.
- Last appearance of "Guard Tower Soldier". (Corpse)
- The promotional picture is the first time Carl is seen with an assault rifle (or any gun besides a handgun).
- The usage of the name 'Judith' immediately before Carol suggests Andrea sleep with The Governor and afterwards kill him may be a reference to the apocryphal Book of Judith. In this story, a young woman named Judith gains the confidence of an enemy general and murders him in his sleep.
- The episode's title refers to Carol telling Andrea to kill The Governor while he is sleeping, and her inability to betray him the same way Judas betrays Jesus in the Bible.
- The song that Beth sings as the episode closes to is "Hold On " by Tom Waits. The original version is played after Rick talks to Hershel and Daryl, and when Andrea is about to kill The Governor in his sleep.
- This episode marks the reunion of Andrea and Rick's group since the events of "Beside the Dying Fire".
- On the DVD release, this episode is listed as 'I Ain't No Judas'.
- During his Q&A Panel at Walker Stalker Con Chicago 2014, Greg Nicotero revealed an alternate ending for Andrea scene at the end. He said he was so devoted to Andrea's character, that he was trying to pitch an alternative ending which shows Andrea slashed something off screen, and would be revealed on the next episode that she indeed slit the Governor's throat.
- This episode marks Melissa Suzanne McBride's 25th episode on the TV Series.