Woodbury. Merle interrogates Glen, who is duct-taped to a wooden chair, trying to find out where Glen's group is shacked up. He shows that he really hasn't grown that much as a person after all - he is racist, offensive and ugly-violent. He beats Glen badly but the younger man won't reveal a thing, except how tough he really is. Maggie is taped to her own chair in the next room and can hear every vicious blow, every ugly word. It's almost worse for her, not really knowing what's happening to her lover. Still, it's really bad for Glen.
Prison. Rick stares at Michonne through the chainlink fence. She is weakening quickly and as the zombie gore on her dries, the walkers around her get a whiff of what she really is. They start to move on her and she manages to drop one before collapsing herself. Carl, who has run up to stand beside his father. can't bear it and begins to fire into the crowd of zombies, giving Rick enough time to open the gate and drag the unconscious Michonne inside. Carl darts out and grabs the basket of formula. They check to see if she's been bitten and then bring her into the prison, putting her in a room adjacent to their clean and secure cellblock. She comes to, nervous at being surrounded by strangers. When she won't talk, Rick tells her that she'll be safe and they'll treat her wound, but they can't let her leave. She loves to hear that.
Darryl leads everyone to the cell where an exhausted but lucid Carol is sitting. Everyone hugs her and Beth brings out the baby. Carol smiles, then looks around, sees at Rick and Carl and bursts into tears when she realizes what must have happened. From the other side of the door, Michonne watches. A little while later, Rick tries again, asking Michonne why she had the formula. She tells them that Glen and Maggie were taken and everyone gets agitated, nervous and jerky. Michonne is not inclined to talk more with everyone so touchy so Rick, horribly, pokes at her wound to try to get her to speak. Finally, when they point out that she must have come to them for a reason, she tells them all about Woodbury, the town's defenses and the Governor.
Woodbury. After their latest round of bumping uglies, the Governor asks Andrea to help Milton with something. Over in the torture chamber, Glen is looking really bad, blood streaming from his nose, mouth and ears, one eye terribly swollen. He bluffs a bit, telling Merle that their group is really strong, but he overplays his hand when he says that Andrea is still with them. "Really?" sneers Merle, "Is that right?"
Prison. Herschel stitches Michonne up as a rescue party is put together: Michonne, Rick, Darryl and Oscar. Rick takes Carl aside and they have a nice father-son moment, the first in a long time. They talk obliquely about what happened to Lori, tell each other to be careful and even pick out a name for the baby since no one is really a fan of Darryl's choice of "Asskicker": Carl suggests Judith, after his third grade teacher, and Rick agrees warmly. The rescue party drives off, leaving the skeleton crew of Herschel, Beth, Carl, Carol, Axel and the newborn Judith to defend the prison.
Woodbury. Over at Milton's lab, one Mr. Coleman, dying of prostate cancer, is Milton's latest experiment to determine if the walkers retain any of their human selves after transformation. Mr. Coleman is about to die so he is restrained so that Milton can ask him some rehearsed questions after he reanimates; Andrea is there to put him down when it becomes necessary. It turns out that Milton has never actually seen a zombie reanimation before (only child, predeceased parents, telecommuter) which makes Andrea roll her eyes - he has no idea what to expect. She does: Mr. Coleman dies; he reanimates; Milton leans in to ask his questions; and Andrea crushes the Coleman-zombie's skull before it can take a bite out of Milton.
Meanwhile, frustrated with his inability to get any information out of Glen, Merle lets a particularly feisty zombie loose ... while Glen is still taped to that chair. In a fraught, awesome scene, Glen proves how friggin' badass he is by fending off the zombie until he can shatter the chair against the wall and stab the walker through the skull with a wooden shard. Seriously - this action scene is intense and fantastic. Afterwards, the Governor decides to take a different tack with Maggie's interrogation. And this is where I started to get very, very nervous, knowing what the comics version of the Governor is capable of. Thankfully AMC didn't go that far - they couldn't, not at their level of cable - but it's still grim. The Governor starts out charming but when Maggie doesn't fall for it, he makes her take off her shirt and bra by threatening to cut off Glen's hand if she doesn't. Looming over her and not saying a word, he shoves her face down over the table, standing behind her and taking off his gunbelt. It's horrible and terrorizing and she is absolutely powerless before him, although she still has the cojones to tell him to do whatever he's gonna do - and go to hell. The Governor decides to try something else.
Rescue party. They drive to within one or two miles of the town, then continue on foot to elude any patrols. As they walk, Rick tells Darryl that he's grateful for him taking care of his family while Rick was "working things out." Darryl shrugs: "It's what we do." This may be tested when Darryl realizes his brother is alive. Then they run into a big group of walkers, too many to successfully fight. They run for it, taking shelter in a derelict cabin as the walkers surround the building. Inside, they find a dead dog ... and a sleeping hermit who for some reason (1) didn't mind the stench of his decomposing pet and (2) seems oblivious about the zombie apocalypse. Once awakened, the hermit won't calm down, threatening them with his rifle until Michonne runs him through with her sword. Rick decides that this is their best chance and, over Oscar's horrified "You got to be kidding!", they throw the hermit out into the pod of walkers. As the zombies tear into the guy's abdomen (in an extremely gory shot), the rescue party bolts safely out the back door.
Woodbury. The Governor and some of his men bring the still-topless Maggie into the room where Glen is being held. "Now," he says, "One of you is going to tell me where your people are," and puts his gun to Glen's head. Face to face, Maggie cracks immediately to Glen's dismay, telling about the prison and the diminished size of their group. Pleased that his tactic worked, the Governor fondles Maggie, then tosses her at an enraged Glen. Outside, he is incredulous that a group of just ten people could have cleared out the prison, so deep in the "Red Zone" - apparently his people (Merle?) said it couldn't be done. He asks Merle where his loyalties lie, now that they know Darryl is out there. Merle pauses for a moment and then says, "Here." The Governor tells him to send a small group to scout the prison and then goes home to snuggle with Andrea.
Outside Woodbury. Dark has fallen and Rick's group sneaks up close to the walls, watching the guard change, trying to figure out their next move. Things are looking to get busy next episode.
Previously on The Walking Dead / next time on The Walking Dead
42 minutes ago