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In the arena, The Governor declares that Merle and Daryl will fight to the death. Andrea begs the Governor to stop, but he insists it's out of his hands and up to the crowd. Merle kicks Daryl down, some of the Woodbury guards bring in walkers, and Merle tells Daryl to follow his lead, Merle states he will get him and Daryl out.
Rick and Maggie fire into the crowd, Rick throws a gas-grenade, flooding the whole arena with smoke. The group rescues Merle and Daryl, killing Haley in the process. Merle kicks down a fence and guides the group away from Woodbury. A walker finds its way to the breach in the fence and enters the town, with more walkers later following.
Later, Rick and the group rendezvous with Glenn and Michonne at the car where they last parked it. Glenn raises his gun at the sight of Merle and Michonne brings out her katana. Merle laughs off the threat and informs Michonne that Andrea is sleeping with The Governor. The group is shocked to learn Andrea is alive and well in Woodbury.
Back at the prison, Hershel dresses Allen's wound as Tyreese makes plans to bury Donna outside. Hershel warns Tyreese that others in his group may be less accepting of newcomers. "I wouldn't get too comfortable here," he says to Tyreese's group. Carl then locks the door.
Meanwhile, Rick, Glenn, and Maggie refuse to let Merle accompany them back to the prison. "Don't ask me to leave him. I already did that once," Daryl says. Realizing they're at an impasse, Daryl parts ways with the group and disappears into the forest with Merle.
Rick warns Michonne they'll tend to her injuries at the prison, but after that, she's gone.
Tyreese and his group carry Donna's body outside for a burial. Ben and Allen suggest ambushing Carl and Carol, who are standing guard nearby, but Tyreese and Sasha shoot down the idea. "These are good people," Tyreese says. Beth and Axel bring out shovels, and Tyreese and Sasha quickly grab the shovels, so Allen and Ben do not get them.
On their way back to the prison, Rick and the others push a truck from the middle of the road. Glenn opens a car door to get the break. A walker jumps out at him and he proceeds to smash in the skull of the walker with his boot, Glenn then turns his rage on Rick for not killing The Governor: "Do you know what he did to her?" he shouts, referring to Maggie. After yelling "Leave it alone!" at Glenn, Maggie calms the situation down by saying they can deal with it back at the prison.
Back in Woodbury, Andrea tells Milton that nine were injured in the attack, she informs Milton that Dr. Stevens is tending to their injuries, Andrea then asks about The Governor. Milton reports that The Governor's condition is unstable and won't open his apartment door, under the excuse that he is working on something.
Nearby, Martinez and other Woodbury guards threaten residents who are trying to leave the town. As Andrea tries to calm everyone down, a walker mauls Richard, a Woodbury resident, down the street. "Help him! Somebody, please!" Karen pleads. The Governor emerges from his apartment, walks over to the infected Richard, and shoots him in the head. The Governor then walks back inside as if nothing had happened.
Carol and Carl are discussing how quiet it is, and how they would love to hear a sound like a jumbo jet. They also have a heartfelt conversation about Lori. Carol and Carl then open and close the gates as Rick and the others have returned to the prison. Carol is crestfallen when she learns that Daryl left with Merle. Carl then asks about Oscar, and Rick just says "No".
In The Governor's apartment, Andrea urges him to reassure the residents. "I'm through holding their hands," The Governor says as he loads the guns. "We're at war." Andrea asks what Daryl was doing in Woodbury, and The Governor confesses he was holding Glenn and Maggie. "Why didn't you tell me they were here?" Andrea asks. "You're just a visitor here," the Governor replies.
At the prison, Rick walks through the common room but ignores Tyreese's group. "When he's ready, let me do the talking," Tyreese tells Allen, Sasha and Ben. In the cell block, Beth hands Judith to Rick. The baby's sobs seem to rattle him.
Meanwhile, Andrea and Milton try to pacify panicked residents that have gathered outside The Governor's home. Andrea rallies the crowd with promises of perseverance and rebuilding: "Years from now, when they write about this plague in the history books, they will write about Woodbury," she says. The crowd murmurs in agreement as The Governor watches from his window.
Back at the prison, Hershel dresses Glenn's wounds and observes tension between Glenn and Maggie. He urges both Glenn and Maggie to share their feelings. Hershel then checks on Maggie. "Don't disappear on me," he later tells her and then they hug.
That night, Hershel tells Rick that Michonne won't be well enough to travel for another couple of days. The group agrees that The Governor will retaliate against them, and Carol predicts they'll be highly outnumbered and outgunned. With Daryl gone and Oscar dead, Hershel mentions that they could use some reinforcements, referring to Tyreese and his group.
Rick finally meets with Tyreese, who insists his group can help defend the prison and that they will do "anything to contribute". Rick refuses at first — "I can't be responsible," he claims — but is on the verge of reconsidering when he hallucinates a vision of Lori on the catwalk in a white wedding dress, her face covered in the shadows.
"What do you want from me?" Rick screams, waving his gun. "I can't help you! Get out!" Unsure who Rick is screaming at, Tyreese's group starts to back away and Glenn orders them outside, rushing them before Rick hurts someone. Everyone stares at Rick as he frantically paces the common room.
- Loudyn and Leighton Case as Judith Grimes
- Randy Woods as Mr. Jacobson
- Keith Andrew Gostel as Eric
- Meaghan Caddy as Eileen
- Greg Tresan as Richard Foster
- Debi Hett-Kimsey as Betty Coleman
- Dango Nguyen as "Mean Guard"
- Denny Ainsworth as "Woodbury Resident"
- Mitchell Gunter, David Tillery, Marlin Lynch III, William Harris, Henry Adams, Nikki Cocroft, Brendon Cornwell, Trish Vetterick, Elberta McKnight, Nicholas Wayne Whatley, Cheryl Jones Harvey, Gregory Wilborn, Royce Munn, Gina Marie, Brittney King, Luther Thompson Jr., Jordan Rios, Amy Fuster, Deanna Dixon, Sheila Agnew, Maurice Grover, Summer Kidder and Aaron Parr as "Woodbury Survivors"
- Andrew Jenkins, Hines Ward, Gregory Nicotero and David Alexander as Walkers.
- First appearance of Karen.
- First appearance of Paul.
- Last appearance of Haley.
- Last appearance of Richard Foster.
- Last appearance of Donna. (Corpse)
- This episode marks Steven Yeun's 25th episode on The Walking Dead.
- This is the first out of two episodes of the third season where all main characters physically appear, the other being the succeeding episode, "Home". All main characters also appear in "Hounded", however Lori's (Sarah Wayne Callies) appearance is a voice-only role.
- This is the first episode of the TV Series that wasn't given a TV-14 rating, as it's been boosted to TV-MA.
- Previous episodes were also changed to a TV-MA rating in the reruns as well.
- While Daryl tries to convince Rick, Glenn and Maggie to let him leave the group with Merle, Glenn mentions Carol (as if she were alive) twice to Daryl (first as a reason to keep him from bringing Merle with them, then as a reason to get him to stay with the group), despite the fact that Glenn had presumed Carol to be dead and had not yet returned to the Prison to learn of her survival.
- It's possible that someone told him she survived or that he hoped to find Carol soon.
- Former Pittsburgh Wide Receiver Hines Ward appeared as a walker.
- When Andrea and The Governor are talking, in regards to the number Rick's group killed or indirectly killed that the casualty number is 7; however, it is actually 11, counting three unnamed guards and Warren.
- After Daryl is leaving, we can see in the mirror of the passenger seat Michonne entering the front seat. While stopping to move a car, Maggie is the one who exits the front seat.