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The episode starts out with The Governor motivating his people to take over a nearby camp (the prison) for themselves. In a brief flashback, The Governor is able to knock out Michonne from behind a tree and then holds Hershel at gunpoint with his 9mm Beretta 92SB Nickel pistol, forcing the latter to drop his 9mm Glock 19 pistol. The Governor explains that he captured two people from The Prison so that they can use them as leverage, and possibly avoid killing anyone. Twisting the truth, he explains that the people from The Prison are the ones that mutilated his eye, burned down his former camp, and killed his daughter. His entire camp agrees to taking The Prison for their own needs, but Tara and Lilly are more reluctant. Lilly walks out from behind a tree, having heard the whole thing, and she questions his motives. The Governor repeats that most of the people at The Prison are killers. She then asks him if she is with a killer, implying him. He tells her that his only concern is her and Meghan's safety, and he once again confesses his deep love to her. Regardless, Lilly's opinion of "Brian" seems to have changed.
The Governor then goes into an RV, where is holding both Michonne and Hershel, and starts conversing with them. He explains to them that he is using them to take The Prison for himself so that his "family" can live there successfully. Michonne threatens that she will kill him, while Hershel tries to convince him that Rick's group and his group can indeed live together in peace. Philip, however, is obstinate in saying that this is preposterous. Philip also adds that he does not intend to harm anybody, and that their capture is just a means to force Rick's group out of The Prison. Hershel asks him how he can threaten someone else's daughters, since he once had one himself. "Because they aren't mine," is his cold-hearted response.
At a camp set up by the river are Lilly and Meghan, along with several other joyous children, and elderly people. She makes one last attempt to stop Philip from choosing to harm others at the prison, which proves futile. Philip converses with and hugs Meghan goodbye, before she runs off to play in the mud.
Back at The Prison, Glenn and the other ill are recuperating. Glenn and Maggie share a moment and Glenn teases her about their upcoming anniversary. Now, knowing what happened to Carol, Daryl becomes furious, and he tells Rick that he could have at least waited until he and his group returned before a decision was made. Rick explains that she still has a car and supplies, but Daryl is still upset, wondering what will happen to Lizzie and Mika. Rick adds that he couldn't bring Carol back to The Prison because of Tyreese (who would kill Carol given the opportunity). When Rick claims that he hasn't told Tyreese yet, Daryl wants to find out how he will react and the two leave to find him.
Elsewhere, Bob contemplates a box on the floor, possibly containing Liquor, but hides it when Sasha arrives abruptly, who thanks Bob for helping save her life. He defers that it was Hershel's work that saved her life. Tyreese then calls Rick and Daryl into the Tombs, showing them the remains of a dissected rabbit's body, which reminds them of the rats that were found by the fences. Tyreese believes that the person who killed Karen and David is the same person that left the dissected rabbit there. Rick disagrees, but before Rick can tell him about Carol, The Prison is rocked by an explosion. Running outside, they find The Governor standing on the top of a monstrous tank, surrounded by his armada of cars and survivors armed with heavy weapons outside The Prison fences
The Governor demands that Rick come down to negotiate. Rick tries to refuse, stating that there is a council that makes the decisions now, but The Governor then reveals that he has Michonne and Hershel held hostage, forcing Rick to come down and talk. The Prison group prepares for the possibility of fleeing, as they seemingly no longer have the numbers to hold the militia off. They plan that, if their defenses fail, they will all get on the nearby bus and escape. The Governor is quick to give Rick an ultimatum: leave the prison by sundown or he will kill Michonne and Hershel. Rick counters that they have several ill people and children, but his pleas fall on deaf ears. Meanwhile, Daryl secretly begins handing out weapons and prepare for a war.
By the river, Meghan is still playing in the mud. Lilly sees a walker trying to cross the river, but it gets swept away by the strong current. Meghan then digs out a flash-flood warning sign. However, she loosens the dirt just enough so that a submerged walker is able to break through it. Lilly runs to Meghan's aid and shoots the walker with her 9mm Heckler & Koch P9S pistol, but not before it is able to infect her by biting on her shoulder.
The Governor shoots several oncoming walkers, warning Rick that the sound will draw more of them in and that they'll be forced to leave soon. Carl notifies to Daryl that he has a good shot on The Governor, but Daryl tells him not to take it because it could start a war for the third time (which they are obviously trying to avoid). Mika and Molly bring Judith out to put her on the bus, but Lizzie wants them to remember what Carol had taught them and she believes that they should help.
Rick tells The Governor that The Prison could definitely be shared, as per Hershel's advice. "Not after Woodbury, not after Andrea," The Governor responds, which seems to fill Michonne with fury. Rick maintains that his group isn't leaving. And, just like The Governor said, the battle between them would attract more walkers, and when they come, they'll tear down the fences and no one will be able to live at The Prison. Infuriated, The Governor jumps down from the tank and holds the katana that they got from Michonne to Hershel's neck, muttering that he will "fix the damn fences." Rick asks Tara and the rest if a fight is truly what they want. "I've fought him before and after, we took in his old friends. They've become leaders in what we have here. Now, you put down your weapons, walk through those gates, and you're one of us. We let go of all of it, and nobody dies. Everyone is alive right now. Everyone has made it this far. We've all done the worst kinds of things just to stay alive, but we can still come back. We're not too far gone.", Rick says. Hershel smiles, knowing that Rick has found what he lost. "We can still come back. It's our priviledge. We all can change", Rick continues. However, The Governor mutters "liar", before slashing Michonne's katana down partially decapitating Hershel. Beyond enraged, Rick and the Prison inhabitants open fire, while Rick himself mangages to hit The Governor in the arm. However, a bullet from the returning volley hits Rick in the thigh and he drags himself behind the overturned bus for cover. Taking advantage of the situation, Michonne rolls away. She tackles one of the Governor's militia to the ground and strangles him with her boot before proceeding to attempt to untie herself.
A still-alive Hershel attempts to drag himself away, but The Governor takes the katana and utterly hacks Hershel's head off, to Beth and Maggie's horror....Tara is shocked by this brutal act as well. Just then, Lilly pulls up in a car with Meghan's corpse, witnessing The Governor's act of murder. Upon seeing Meghan's body, Phillip becomes completely stoic. He takes Meghan in his arms and shoots her in the head with his Beretta to prevent her from reanimating. Now with nothing to fight for, he gives another order to his militia: "Go through the fences in your cars, get your guns, we go in. Kill them all." Mitch, in control of the tank, drives it straight through the fence and ultimately collapses it, destroying the crops in the process. The Governor and some of his militia use the tank for cover, while the rest attack/invade The Prison in cars and pick-ups. The third war officially begins.
With the tank blasting holes on The Prison's buildings' walls, the inhabitants begin evacuating to the best of their ability. Maggie and Beth oversee the movement of the elderly and the infirm to escape into the bus, before Maggie runs back into the prison to grab Glenn. Rick jumps out from behind the overturned bus and attacks The Governor, before engaging in a precarious fistfight with him. Maggie and Glenn both arrive at the bus, but Beth is missing, having also left to find Judith. She leaves a protesting Glenn on the bus, telling him to leave if she isn't back in time. The tank tears down the fence leading into the courtyard, pinning Daryl in a corner. Walkers wandered in as well, and one of them attacks Daryl, who is focused on the militia. Rick and The Governor are still fighting. The noise from the battle is drawing in even more walkers from outside the prison boundaries. Herds began to pour in through the completely destroyed fences, interrupting the battle between the two groups.
Daryl uses the walker that nearly bit him as an effective shield. He grabs it and proceeds toward the hostiles. After he throws out a grenade, Tara runs off from behind the tank. Maggie runs into Sasha and Bob, who are pinned down as well. Bob is shot through the arm, but since there is an exit wound, it can most certainly be treated. The bus then leaves without them and the three of them leave. Tyreese is pinned down by Alisha and another soldier, but Lizzie and Mika arrive and shoot the both of them, Alisha taking a detrimental shot to the head. Tyreese tells the children that they have to get out, as walkers begin to fill the whole courtyard. The children run in the direction of The Prison while Tyreese chases after them, yelling for them to go in the opposite direction.
Rick is overwhelmed by The Governor, who pins him down and brutally beats him before preparing to begin choking him to death, but Michonne drives her Katana through The Governor's chest, ultimately impaling him and casts him aside and helps Rick up. He asks about Carl's whereabouts, but she was oblivious to his whereabouts. Rick whole-heartedly goes off to find him. Michonne takes one last glance at the dying Philip, and decides to leave him to die in agony.
Daryl takes out a few walkers and manages to destroy the tank by throwing another grenade down the cannon barrel, forcing Mitch to bail out, and was quickly put down by Daryl, who sends an arrow through his chest. He runs into Beth, who was unable to find Judith. She wants to keep looking, but Daryl tells her that it's time to go. They then run away from the Prison.
A bloodied and bruised Rick stumbles back into the courtyard, where a few walkers appear. They begin to walk towards him, but Carl shoots them in the head. They search for Judith, only to find her bloody baby carrier, which brings them to the conclusion that Judith is dead. Infuriated, Carl takes out his rifle and shoots a walker repeatedly down to his last shell, before tearfully breaking down. The pair then limp off, away from The Prison, which has been overrun by hordes of walkers, amongst them, a zombified Clara. Meanwhile, a dying Philip is still lying on the grass painfully, where Lilly approaches him and shoots him in the forehead with his own pistol, ending the Governor once and for all. Carl and Rick walk away from The Prison, with Rick proclaiming, "Don't look back, Carl. Just keep walking", as herds of walkers stream in through the destroyed ruins. The prison became overran, damaged beyond repair.
- Meghan Chambler
- Hershel Greene (Alive)
- Ross (Off-Screen)
- Mitch Dolgen
- The Governor
- Woodbury Resident 6 (Off-Screen)
- Several unnamed prison residents (Off-Screen) 
- Many unnamed members from The Governor's Militia (Off and On-Screen)
- Last appearance of Hershel Greene. (Alive)
- Last appearance of The Governor. (Alive)
- Last appearance of Lilly Chambler.
- Last appearance of Meghan Chambler.
- Last appearance of Alisha. (Alive)
- Last appearance of Luke.
- Last appearance of Molly.
- Last appearance of Mitch Dolgen.
- Last appearance of Julio.
- Last appearance of Ross.
- Last appearance of Jeanette.
- Last appearance of Clara. (Zombified)
- The title of the episode is spoken in a line by Rick during his talk with The Governor. Rick believes that they are not "too far gone" to come back from the things they have done.
- This episode had the most scenes adapted from "Volume 8: Made to Suffer":
- The Governor decapitates Hershel with Michonne's katana, similar to Tyreese in Issue 46.
- A tank was used during the prison assault.
- The Governor says his infamous line from Issue 42 and 43, "Kill them all!".
- Rick receives a gunshot wound after the assault starts, similar from Issue 44.
- The Governor is shot in the head by a woman named Lilly.
- The Governor's false story to rally his army.
- The episode ends in the same way it did in Issue 48, Rick and Carl escaping the destroyed prison, and Rick telling Carl "Don't look back".
- Coincidentally, the show was at Season 4 Episode 8, similar to the prison massacre in Issue 48.
- This episode ties with "JSS" with having the deaths of the most living characters in the TV Series, with a total of 31 living characters dying, the second most being "Welcome to the Tombs".
- This is the only episode of Season 4 to feature main character deaths.
- This is the first episode to feature two main cast character deaths in one episode with Herschel becoming the sixth and The Governor the seventh.
- This is the first mid-season finale to feature main character deaths.
- It is also one of only two episodes of the series thus far to feature more than one main character death.
- At the end of the episode a walker is seen walking over a 'King' chess piece that Meghan had drawn the eyepatch on. This signifies The Governor's death as he had lost the battle and typically in chess when you lose or forfeit you knock over your king piece.
- This is the third mid-season finale in a row wherein a young girl dies.
- This is the second mid-season finale to feature the death of a Greene Family member or relative. The first being "Pretty Much Dead Already" where Shawn and Arnold were put down alongside other walkers in the barn.
- On the day of shooting, the cast members came in suspenders (braces) to honor Hershel.
- In the episode "Isolation", Hershel announces that 'he'd risk his own life to save the prison inhabitants from the flu', Ironically in this episode the flu has gone down and Hershel subsequently dies after helping to cure everyone from the sickness.
- Although Beth Greene dies in the following season's eighth episode, this was the last time she and her sister Maggie Greene saw each other alive.
- Also in the episode "Isolation", Hershel says if 'you step outside, you risk your life', the following morning, he steps outside, along with Michonne, and ends up taken hostage and killed by The Governor, foreshadowing his own death.
- The last scene of the episode mirrors the first scene of the prison in the premiere of Season 3.
- As the tank destroys the prison's outdoor catwalk following the Governor's stabbing, Tyreese is briefly shown running under the bridge. It appears as if he is cradling something in his arms. In "Inmates" it is revealed that Tyreese was carrying Judith.
- When Hershel smothers fuel upon the group of dead, when he lights it, he has two legs, when he walks back and he gets captured by The Governor, he has one leg and a metal leg.
- Bob gets hit in the shoulder while he was shooting from behind a car with Sasha. A few shots before he gets hit, there was already blood on his shirt and what looks like an exit wound on the backside of his shoulder. In the following shot, the blood and wound is gone until Bob really gets hit.
- Daryl tosses a grenade at the Governor's men, and it explodes after about three seconds. Daryl later uses a grenade on the tank, and it takes about seven seconds to explode. Although this difference in time may be due to Daryl "cooking" the grenade before tossing it.
- As the tank fires its first 3 rockets, the camera shows the bus Rick took cover behind when the firefight began, and each time he is not seen there. But as the Governor passes the bus, Rick tackles him.
- The Governor gets shot in the right arm, but in the scenes where he decapitates Hershel, and in others, his hand and clothes aren't bloody.
- When The Governor decapitates Hershel over and over, Maggie and Beth's faces are shown crying while the others are shooting. When Maggie's face was shown, there are no people in the background and Tyreese and Sasha were already shooting The Governor's army. In the next cut, when Beth's face was shown, Tyreese and Sasha were seen in the background getting ready to shoot The Governor's army.
- After Daryl tosses the first grenade and it explodes, the explode center isn't actually where the grenade is.
- After Daryl kills Mitch, Beth was seen standing in her place, holding her position for a few seconds right before running to Daryl.
- There were many times, before Hershel was decapitated, where Michonne and Hershel were closer and farther apart in their positions in the grass.
- At the end of the episode where Rick and Carl are walking in the forest, all of the cars in the background have been parked again in order from when the Governor and is army arrived.
- When Rick hugs Carl after he ran out of ammo for his gun (angrily shooting a walker), he drops it. Rick had nothing in his hand but in the next shot, the gun was in his hand.
- When Hershel crawls away and the fight begins, in the long shots of the Governor's men Hershel's body can not be seen next to the cars, this is from all angles.
- When Bob and Sasha are firing at The Governor's Militia while taking cover, Sasha's gun is not seen firing any ammo, despite her squeezing the trigger and the gun's movement suggesting that rounds are being released. This is due to the fact that the ammo was meant to be added into the scene through CGI animation, but apparently an oversight in production caused the ammo to be absent for a section of this scene.