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Meanwhile, at the prison, Carol has just asked Lori if she and Rick would like to marry her. Lori is stunned, and doesn't know what to say. Carol explains to her that the idea is not as crazy as it sounds, and that the old rules don't apply anymore. Carol assures her they would be very happy together. Lori says that they're just good friends. Carol doesn't understand, and Lori explains that she doesn't even know even her favorite food, let alone things like where she was in school and how many siblings she had. Lori asks how it would possibly work if they got married. Lastly, she asks Carol if she even cares for Sophia anymore. Carol is offended and leaves. Outside, Tyreese and Axel are guarding the fences and waiting for Rick, Michonne, and Glenn to arrive back at The Prison. Axel asks why they have to, and Tyreese responds that they might come back at any moment. Axel moves two chairs closer to the fence so that Axel and Tyreese could sit down.
In the forest, Glenn has caught up to Rick and Michonne, when they accidentally left him behind. He reminds them that it's getting late, and he would like to get back home. They agree, but, they found a clue on the ground to where the helicopter survivors might have left. Rick recommends following the marks, in case the people have cars, gas, and other supplies. Glenn and Michonne agree, and they continue their trip. They find a mile marker sign, which says "Woodbury" in one mile. Rick says his money's on there, and he thinks that helicopter survivors might be holed up in a store or something. Michonne says that they have to find out for themselves.
At The Prison, Lori tells Carl that he'll have his own cell when Rick gets back. Carl is happy about it,and asks if Lori is worried about him. Lori says that she isn't, but, Carl states that he notices she's always upset when he leaves, but, says there's nothing to worry about. Lori agrees, but, she is still nervous when she tries to go to sleep. Outside, Tyreese and Axel are still waiting in front of the fences. Tyreese says they'll be there all night because he doesn't want to leave them trapped outside the Prison. Tyreese asks Axel if he is able to stay awake, and he affirms. Axel asks if Tyreese is worried about them, but, he says he isn't; Rick and Glenn are fine, and Michonne has been out there for months on her own. Lastly, Axel asks Tyreese if he's moving to A-block, and he says yes. Axel says that he likes this world better, and everyone gets to sleep.
Rick, Glenn, and Michonne arrive at Woodbury. Suddenly, voices tell them to get down on the ground, and somebody begins to shoot the zombies. Rick gets up and asks what's going on, and a survivor named Wes drags Rick and others into Woodbury, "the last town on earth". Wes takes all their weapons, and a survivor, introduced as Caesar Martinez, tells them that its their way to make sure it's safe. He says he can lead them to the town, where a man, introduced as The Governor, awaits. He then takes them to the stadium and they see an arena filled with zombies. This issue ends with The Governor telling them he feeds strangers to zombies.
- Rick Grimes
- Lori Grimes
- Carl Grimes
- Maggie Greene
- Hershel Greene
- Billy Greene
- Caesar Ramon Martinez
- Brian Blake
- Bruce Allan Cooper
- Gabriel Harris
- First appearance of Brian Blake (Philip Blake/The Governor).
- First appearance of Bruce Allan Cooper.
- First appearance of Gabriel Harris.
- First appearance of Caesar Ramon Martinez.
- First appearance of Wes.
- This issue marks Glenn's 25th appearance.