Merle binds Glenn to a chair and interrogates him, demanding to know his group's location. Glenn tries to reason with him by telling him that the group went back to Atlanta to rescue him (as Andrea told Merle when first arriving to Woodbury). Glenn refuses to give up the location, then head-butts Merle, which enrages him further. In the next room, Maggie listens, terrified, as Merle continues to beat Glenn.
Meanwhile, near the prison yard gate, a badly-injured Michonne takes out a walker before fainting as walkers bear down on her. With Carl's assistance, Rick eliminates the walkers and hoists Michonne's limp body onto his shoulder; Carl assists by grabbing the shopping basket full of formula that Glenn and Maggie were in town retrieving.
In the prison common room, Rick revives Michonne and asks for her name, but she keeps quiet. Daryl interrupts to summon the group to the cell block. Before he leaves, Rick locks Michonne in the room.
Rick sees Carol and embraces her. "Poor thing fought her way into a cell," Daryl explains. "Must've passed out, dehydrated." Beth brings the baby over, and Carol realizes Lori is dead. "I'm sorry," she tells Rick tearfully as they hug. Michonne watches them from behind the bars.
Back at the prison, Michonne informs the group that Glenn and Maggie were kidnapped. She tells them about Woodbury, a town of 75 that's, "run by this guy, calls himself The Governor. Pretty boy, charming, Jim Jones type." She offers to help them penetrate the town's perimeter.
A beaten and bloodied Glenn tells Merle his friends are coming for him, boasting of the group's size and strength: "Rick, Shane, Dale, Jim, Andrea," he says. "Is that right?" Merle replies, smirking at Glenn's bluff, for Andrea's now a resident of Woodbury, and had informed Merle of Jim and Dale's demise.
Rick, Daryl, and Oscar decide to rescue Glenn and Maggie. As they load a car with weapons, Rick pulls Carl aside, instructing him to keep the group safe if he doesn't make it back. Carl asks Rick if they can name the baby Judith, after his third grade teacher. "I think Judith's a fine name," Rick says, smiling. Then, the rescue team, including Michonne, departs.
Back in Woodbury, The Governor drops Andrea off at Milton's lab, where an elderly man — Mr. Coleman — lies in a hospital bed. After The Governor thanks Mr. Coleman for his service, Milton begins. He rings a singing bowl and instructs Andrea to start a record player, addressing Mr. Coleman, "Please raise your right hand off the bed if you recognize any of the following statements to be true," Milton says. "Your name is Michael Coleman." Mr. Coleman raises his hand. Milton then asks about Mr. Coleman's family, and Mr. Coleman again lifts his hand.
Glenn still refuses to reveal his group's location, so Merle unleashes a walker in the interrogation room and leaves. Still bound, Glenn manages to smash his chair against the back wall, then stabs the walker through the head with the splintered chair arm.
Back in the lab, Milton tells Andrea the purpose of their experiment: "I've been trying to determine whether trace memory and human consciousness exist after the subject has transformed," he explains. Mr. Coleman is about to die from prostate cancer and will reanimate as a walker. When that occurs, Milton hopes he will still respond to the cues. "There is no conscious mind," Andrea counters. "When they turn, they become monsters. That's all."
Shortly afterward, Mr. Coleman dies. Andrea and Milton strap him to the bed.
Meanwhile, The Governor and Merle discuss Glenn's unwillingness to cooperate. The Governor decides to question Maggie himself.
The Governor cuts Maggie's bonds and offers to return her to her group. When she gives him the silent treatment, he orders her to remove her shirt and bra. He unbuckles his belt with weapons, sidles close, shoves her head against the table, and threatens her, to which she replies, "Do whatever you're going to do, then go to hell." He then leaves.
Meanwhile, the rescue team encounters a herd of walkers in the forest and flees to a cabin. Inside, a hermit threatens to shoot them, but he is slowly talked down by Rick. When Rick grabs him, he breaks free and dashes for the door. Michonne stabs him through the back with her sword. They throw his body to the walkers as a distraction and escape through the back door.
Back in Milton's lab, Mr. Coleman awakens as a walker and Milton recites the cues, but has no progress. When Mr. Coleman ambiguously moves his hand in response, Milton reaches over to undo the arm restraint, despite Andrea's protests. Mr. Coleman lunges, so Andrea stabs him in the head. Shaken, Milton asks to be left alone.
Merle brings Maggie, who's still topless, into Glenn's room. "We're through with games," The Governor says. "One of you is gonna give up your camp." He raises his gun at Glenn.
"Prison," Maggie blurts, revealing there are 10 survivors who set up camp after clearing the walkers inside. Merle believed the prison, located near Newnan, Georgia, to be impenetrable, but his theory had been debunked. The Governor pretends to soothe Maggie, and then thrusts her at Glenn.
Back in his apartment, The Governor berates Merle about the prison. "This group, with your brother at its core, has done something you told me couldn't be done," he says, questioning Merle's allegiance. Merle insists he will not side with his brother.
The Governor sends Merle and Martinez to scope out the prison. Meanwhile, Rick and the rescue team sneak up to the Woodbury perimeter.
Andrea joins The Governor at home and pours herself a drink. She reports that Mr. Coleman died, disproving Milton's theory. She slides into The Governor's arms. "It's alright, it's over now," he says softly.
- Travis Love as Shumpert
- Adelaide and Eliza Cornwell as Judith Grimes
- Devon Tresan as "Foster's Daughter"
- Debi Hett-Kimsey as Betty Coleman (Photograph)
- William Tokarsky as "Woodbury Survivor"
- Unknown as Emily Coleman (Photograph)
- Michelle Flanagan-Helmeczy, Alyssa V. Mullan, Michael Jaegers, Jacqueline Marie Zwick and Don Teems as Walkers
- First appearance of Betty Coleman. (Photograph)
- First (and last) appearance of Michael Coleman.
- First (and last) appearance of Emily Coleman. (Photograph)
- First (and last) appearance of the "Hermit".
- The title may refer to the small group of zombies "knocking" at the door of the hermit's cabin, or to Michonne's arrival at The Prison. Most likely, however, it refers to the multiple characters getting close to meeting who thought that each other were dead. This applies to Carol and the group, Merle and Daryl, The Governor and Michonne, and Andrea and Rick's group.
- A promo photo shows Rick and Oscar at the National Guard camp.
- According to Talking Dead, when walkers are devouring a human's intestines, such as the hermit, the intestines are made from silicone casing and stuffed with barbecue. Non-meat-eating zombie actors are accommodated with vegetarian stuffing.
- This episode marks Andrew Lincoln's 25th episode on the TV Series.
- When the group are outside Woodbury and watching the sentries, the first sentry's rifle barrel is bent.
- During the scene where The Governor interrogates Maggie, in the first shot of her back, her bra straps aren't visible. However, the next time the camera shows her back, you can clearly see them.
- After The Governor takes off his belt while interrogating Maggie. A few shots later shown that he has the belt on.
- When The Governor tells Martinez to take a group to the prison, he puts his cap on twice.
- An audio malfunction happens when Rick and the rest of the group hole up in the Hermit's cabin. They arouse the Hermit who brandishes a double-barrel, breech breaking shotgun. When characters brandish pump action shotguns, often they pump a round for effect and the sound effect is characteristic. The pump action sound effect is erroneously applied to the breech breaking double barrel shotgun.
- Kevin Fitzpatrick, ‘The Walking Dead’ Season 3 Comic-to-TV Comparison: “When the Dead Come Knocking”, Screen Crush.