At the prison, someone is up to no good: dragging a fresh deer carcass into the yard and opening the gates wide. Zombies flock to the tasty, bloody treats. Lots of zombies. This someone is wearing a prison jumpsuit so we're led to believe that it's either Axel or Oscar, but since we never see their face, I think it's likely someone else who's been hiding out.
Later that morning, Rick, Darryl, T-Dog and Carol enlist Glen and Maggie to help them clean up the yard, moving the vehicles into the courtyard and parking them so as to make a quick getaway if need be. Oscar and Axel come out and Rick is up in their grills immediately, all "you can't come any closer" and "we had an agreement." The convicts beg him to reconsider as they're thoroughly spooked by staying in that cellblock, even after they cleaned out all the bodies. Rick won't budge: either you stay in that cellblock or you leave the prison. His group steps aside to discuss the situation and T-Dog is the only one who wants to give the convicts a chance: "Those two might actually have less blood on their hands than we do." No one else is having any of it, however, and they tell Oscar and Axel they can have a week's worth of food if they want to hit the road.
Woodbury. Michonne checks out the National Guard trucks that the Governor brought back; the smears of blood and bullet holes do nothing to lessen her suspicions. The Governor walks up and tries to win her over, saying they could use a soldier like her. Michonne just glares daggers at him. She goes back to the room she shares with Andrea to pack her things, telling Andrea that she thinks they should head for the coast, maybe find a defensible island. Andrea really doesn't want to leave the safety and comfort of Woodbury.
Prison. While the rest are outside working in the yard, Lori, Carl and Beth get Herschel up and walking around on crutches. He's doing remarkably well for an old guy who just got his leg cut off. They go outside and wave at the workers. Rick, Darryl and Glen squeeze through the cut in the exterior fence to collect firewood so they can finish burning the walker bodies. Everyone is smiling, it's bucolic and calm ... and then all frigging hell breaks loose.
Zombies flood in behind Herschel et als. inside the courtyard, dozens and dozens of them. Carl notices them first and starts shooting; Maggie, T-Dog and Carol, who were working inside the first fence, get there quickly and start dropping zombies; Herschel and Beth manage to safely lock themselves into a fenced-off area; Rick, Darryl and Glen sprint to help, but they're so far away and have to get through two locked fences to be of any help. Maggie grabs Lori and Carl and they run into a cellblock, but the walkers are there too and they have to run into the tunnels. T-Dog and Carol notice the open gate. He manages to close it but gets bitten in the neck. He and Carol make an escape into the prison tunnels as zombies cluster around the door.
Woodbury. Andrea gives Merle a map, telling him how to find Herschel's farm, thinking that he can maybe track Darryl from there. Merle is definitely a changed man: he's still coarse and kind of scary, but he's much, much gentler than he was. He hits on her a little: "How come we never hooked up?" Andrea, smiling: "You called me a whore and a rug-muncher." Merle grins: "Got a way with words, don't I?" More seriously, she asks him if he thinks the Governor is a good man. He tells her that the Governor had no reason to help him but he did, and yes, that's a good man.
Prison. Rick, Darryl and Glen have just finished off the remaining zombies in the courtyard when the alarms start blaring, attracting exterior zombies to the fence. They try to shoot out the loudspeakers to no avail. Oscar offers that the generators must be starting up and Rick grabs him, saying they've got to shut those generators down. In the tunnels, T-Dog is in bad shape, bleeding freely. A sad Carol promises that he'll never turn into one of "those things." In another hallway, Maggie, Lori and Carl run from a small herd of zombies, but Lori's labor has started and she can't move far. They take refuge in a utility room and the herd shuffles past.
Woodbury. The Governor is hitting golf balls of the town's wall, whacking zombies on the head. Merle finds him there and they talk and talk and talk: Merle wants to go see if he can find his brother but the Governor doesn't want him to go. Finally, the Governor agrees that if Merle can come up with some solid information about Darryl's whereabouts, he'll go check it out with Merle
Prison. Lori's baby is definitely on its way. Maggie helps her out of her pants; poor Carl is pretty calm under the circumstances. Lori tries to push and starts screaming. There's a gush of blood and Maggie shouts that something's wrong. Out in another corridor, T-Dog and Carol are cornered so he throws himself at a group of zombies, sacrificing himself so she can get away. Carol turns back to look at her friend and we're treated to an impressively gory shot of a zombie ripping T-Dog's throat out. Yeesh.
Woodbury. Andrea stops by to say goodbye to the Governor. They talk and talk and talk, and have a drink together, and share the people that they've lost [Note to y'all who've read the comics: he mentions that his wife died in a car accident before the zombie apocalypse, leaving him and his daughter.] Andrea is becoming more and more charmed by this guy - he even tells her his real name. When she goes back to her room, she tells Michonne that she wants to stay in town for another couple of days. Michonne is PISSED.
Prison. Rick, Darryl and Oscar make it to the generator room, where that someone who caused all this mayhem is waiting for them: it's Andrew, and it seems he survived Rick's locking him into a courtyard full of zombies. While Darryl tries to keep the door to the generator room closed against a gang of zombies, Andrew attacks Rick and it's an ugly, vicious fight. Finally, Oscar grabs up Rick's gun and shoots Andrew dead. He gives Rick his gun back and they shut down the generators, silencing the braying alarms. I think Oscar has earned his keep, Rick.
Lori is not doing well at all and she tells Maggie that she has to open her up and save the baby. Maggie's all no-no-no, I have no training, there's no anesthetic, you won't survive it. But Lori is wild, adamant, begging and ordering Maggie to do it. Carl cries and cries and Lori hugs him fiercely, telling him how much she loves him. "You always gotta do what's right ... if it feels wrong, if it feels easy, don't do it." She is crying, Carl is crying, Maggie is crying. Then Lori steels herself and tells Maggie to do it. Horribly, Maggie slices into her abdomen along the old scar from her first C-section. Lori screams and then, thankfully, passes out. Maggie has to ask poor Carl to hold part of his mother's belly open so she can reach in to get the baby. She pulls the baby out and after a moment, the infant girl starts crying. They wrap the newborn in Carl's jacket and Maggie says, "We have to go." Carl: "We can't just leave her here. She'll turn." Maggie tries to get him to come away and he says no, she's my mom, and pulls out his gun. Maggie turns away and after a few moments (and luckily off-screen) there's a gunshot. Carl kept his mother from turning. Poor, traumatized, dead-eyed Carl - that'll scar a kid for life.
Out in the corridors, Rick, Darryl and Oscar rejoin Glen and Axel. They find T-Dog's remains and kill the zombies still feeding on him. They also find the scarf Carol was wearing and assume the worst. They make their way back to the courtyard where Herschel and Beth are waiting. As they try to formulate a plan to find any other survivors, they hear a baby's cries. They turn around and there's Maggie, holding the baby and sobbing, and Carl, in shock, holding his gun (not a euphemism) and trying to keep his shit together. Rick, however, completely falls apart, collapsing and blubbering and squeaking out Lori's name. Way to be strong for your son there, Rick.
Obviously the writers want to head into a Rick-goes-off-the-deep-end storyline, which is why Lori got killed off. But I'm not sure why we needed to kill T-Dog too - poor fellow finally got to say some lines and pfftt, he's dead.
Previously on The Walking Dead / next time on The Walking Dead
6 hours ago