Prison. The gang gripes and fights amongst themselves about whether to cut and run or hunker down in the dark like rats. Merle is of the opinions that they should have scarpered last night but now that they've waited so long, the Governor probably has scouts on every road. They're outmanned and outgunned and he can just starve them out if he wants. They all start snapping at each other - Maggie at Merle, Herschel at Rick: "Get your head clear and do something!" So Rick takes a gun and goes out to a catwalk, staring dolefully at the many, many walker lurching around in their once-cleared field. Carl joins him for a bit, telling his dad that he should stop be the group's leader: "Let Darryl and Herschel handle things. You deserve a rest." He's not wrong, Rick.
Woodbury. The Governor has Milton tally up all the able-bodied townsfolk so he can build his army. Including the adolescents, they have 38 potential soldiers. The Governor says that everyone is to be armed and in training as soon as possible. Andrea barges in and demands to know what happened at the prison. The Governor bold-facedly lies to her, saying he went in peacefully and Rick's crew just started firing on them. She announces that she's going to see her old friends to settle things down. "They're hostile," he warns, " ... you go to that prison, [then] stay there."
Prison. Glen is all agitated, wanting Merle out of the prison. He doesn't care how: kick him out, deliver him to the Governor as a peace offering, whatever. Herschel visits for a while with the man in question and they talk a bit, friendly enough, quoting Scripture back and forth. Herschel seems surprised that Merle would know his Bible verses so well but Merle simply says that Woodbury had a great library and it's one of the few things he misses about the town. Then he tells Herschel that when the Governor comes back, he'll kill Merle first, then Michonne, then Darryl and Glen, then Herschel and the women and the children, leaving Rick for last so he can watch all his friends die. "That's the man you're dealing with."
Carol checks in on Darryl. He looks very young in this scene (and very pretty, sweat and dirt notwithstanding). She says: "He's your brother but he's not good for you. Don't let him bring you down. After all, look how far you've come." Darryl looks around him at the scurvy cell they're sitting in and then they both burst into giggles.
Woodbury. Andrea runs around, trying to keep the Governor from assembling his army. She finds Milton and tells him she needs him to cover for her when she leaves for the prison. When he refuses, she goes further and asks him to help get her out of town. Meanwhile, the Governor examines the ruins of his eye. It's gross. Milton shows up, reporting what Andrea's asked of him. The Governor tells him to help her. Milton: "Okay, do you really want me to do that or is this some sort of test?" The Governor chuckles and replies, "She asked for help, [so] help her."
Out in the woods, sometime later. Andrea and Milton capture a walker. As Milton holds it down, she proceeds to Michonne-ize it, amputating both of its arms at the elbow and crushing its teeth out of its head with a rock. It's pretty gruesome to watch, even being a zombie. After they get the maimed walker into a collar, a couple more zombies stagger out of the underbrush. Before Andrea and Milton can react, Tyrese jumps out and crushes the loose zombies' skulls with his shovel. Hi, Tyrese! When Sasha, Alan and Ben join them, Andrea and Milton explain about Woodbury, offering to bring the group in. Tyrese et als. are grateful, tired of being on their own. As Andrea moves off into the woods with her pet zombie, Tyrese asks if she needs any help. Nope, she says cheerfully.
Prison. Merle speaks with Michonne, telling her that his hunting her down was just him following the Governor's orders. "Anyway, I hope we can get past it - let bygones be bygones." Michonne rolls her eyes but doesn't try to stab him, so I guess they're mending fences. Maggie and Carl are out on watch when they see Andrea and her zombie coming out of the forest. They come up through the infested field, Andrea taking out any walkers that get too close. While Maggie keeps Andrea in her rifle's sights, Carl fetches everyone else out into the prison yard. They stand there with their guns, watching their old friend approach. After some hesitation, they open the gates and let her in, shoving her to the ground and binding her hands behind her.
Inside, Andrea stares at her former friends. They are exhausted, hungry, filthy, watching her with haunted and distrustful eyes. Carol does give her a hug, saying they all thought she was dead. Incredulous, Andrea asks after Shane, Lori and T-Dogg. Her heart breaks for these people but they don't trust her and most of them won't even meet her gaze. They tell her what really happened when the Governor visited the prison; they tell her that the Governor almost killed Michonne and would have killed Glen and Maggie. She protests that she didn't even know they were in town. When they ask her why she's here, she says "he's gearing up for war and I'm trying to stop it." Glen snarls that they'll fight that war and Darryl promises to take the Governor's other eye. Rick: "If you want to make this right, get us inside."
Later, Michonne and Andrea talk alone, Andrea protesting that she didn't abandon Michonne - she just wanted a more normal life. Michonne shakes her head, saying that the Governor has Andrea under his spell. "You chose a warm bed over a friend. That's why I went back to Woodbury: to expose him for what he is. I knew it would hurt you." Andrea cries a little. Seriously, though, she's about the dumbest character currently on this show. And that's counting all the mush-brained biters.
Woodbury. The Governor welcomes Tyrese and his people, who have noticed that the town seems to be gearing up for something. The Governor says they were recently attacked and, as they talk, it comes out that Tyrese et als. were recently in the prison with Rick's group, the Governor and Milton get very interested. Alan says that if they "need help with [Rick], we're in." And Tyrese says they just want to do whatever they can to earn their keep. The Governor smiles, telling them to get comfortable and feel safe.
Prison. Carol and Andrea fuss over baby Judith a bit, Carol bringing the other woman up to speed on all that's happened since the farm. Then, Carol looks Andrea right in the eye and tells her: "Sleep with him, give him the greatest night of this life and get him to drop his guard. Then, when he's sleeping, you can end this." Andrea looks back at her, aghast. A little later, they give her a spare car so she can get back to Woodbury. She looks around at her former friends but not one of them gives her a goodbye hug, or even a smile. Rick does return her weapons to her, though, and tells her to be careful. And then Andrea drives off, picking her way through the milling biters. She looks back at her old companions in the rearview mirror: there are so few of them left and they look so small and lost.
Woodbury. After Andrea gets back to town (where she is hassled a little by the folks on watch), she goes straight to the Governor. She tells him that she went to the prison (duh) and says "they're broken, living in horrible conditions." She confirms that Michonne and Merle are both there. He asks if Rick sent her back but she says no, "That was my call." The Governor, touching her cheek: "[It's] because you belong here." Then they start making out.
Prison. Everyone sits around in the dark, moping. Beth starts singing a Tom Waits song as the camera pans from face to face. Darryl, Herschel and Rick talk together about Andrea's visit. Rick has decided to go on a run with Michonne and Carl to pick up more guns, ammo and food so they can get ready for the Governor's next attack. Darryl is to be in charge while he's gone - and if Merle fucks things up, he's got to take care of it. Darryl nods.
Woodbury. Tom Waits starts singing his song now. After sex, the Governor is asleep, unguarded. Naked Andrea gets out of bed and picks up a knife. She stands over him with it for a long time, staring at the blade, staring at him. But of course she doesn't go through with it - she's so frigging dumb - so things are going to get a lot bloodier for our heroes before this is all over.
Previously on The Walking Dead / next time on The Walking Dead
6 hours ago