The episode begins and a zombie staggers through the forest. A man jumps out from behind a tree and chops it down then runs into the forest where he meets another woman. Two other people, a man and a woman show up who are fighting off a wave of zombies. One woman gets bitten as they escape into the woods. They get to the ruins of a building and non-bitten woman wants to leave the bitten woman behind, but the two men disagree and they take her through the destroyed wall and into the ruins. Turns out, this is back side of the prison where Rick’s crew is staying. In Woodbury, Andrea is with The Governor. ..Read the full recap
Ratings: 10.48 Million Viewers
Trivia: A combination of liquid dirt and dry dirt is used by make-up artist Donna Premick to keep the actors looking grimy.
Casting: Although credited as main cast in the opening title, Sarah Wayne Callies (Lori), does not appear in this episode.
Axel: I didn't mean no offense. I've been locked up a long while and, well, there weren't many woman. You following me? I mean, Maggie, she's with Glenn and you're a lesbian. I was just talking with her.
Carol: I'm not a lesbian.
Axel: You got the...short hair. You're not a lesbian? My, my, this is interesting.
Carol: No, it's not.
Glenn: Daryl, this was Merle. It was. He did this.
Rick: You saw him?
Glenn: Face to face. Threw a walker at me. He was gonna execute us.
Daryl: So my brother's this governor?
Maggie: No, it's somebody else. Your brother is his lieutenant or something.
Daryl: Does he know I'm still with you?
Glenn: He does now. Rick, I'm sorry. We told him where the prison was. We couldn't hold out.
Rick: Don't. No need to apologize.
Glenn: ...Maggie, did he?
Maggie: No, no. He barely touched me. All this time running from walkers, you forget what people do. Have always done. Look at what they did to you.
Glenn: It doesn't matter. As long as he didn't...
Rick: (about Michonne) If this goes south, we're cutting her loose.
Oscar: You think she's leading us into a trap?
Daryl: Right now it's the blind leading the blind. Let's split up.
Tyreese: Kid, did you just lock us in here?
Sasha: Open the door.
Carl: This room is secure, you'll be safe. You have food and water.
Sasha: Open this door.
Carl: I can't.
Sasha: Oh, come on man. We're not animals, don't do this. Hey, you can't just leave is in here, open this door. Open it, now!
Tyreese: Sasha! Back away from the door and let the man go. Look around you, this is the best we've had it in weeks. His house. We've got other things to do. (To Carl) We don't want any trouble.
The Governor: What can I say? There hasn't been a night like this since the walls were completed. And I thought we were past it. Past the days when we all sat huddled scared in front of the TV during the early days of the outbreak. The fear we all felt then, we felt it again tonight. I failed you, I promised to keep you safe. Hell, look at me. You know, I should tell you that we'll be okay. That we're safe, and tomorrow we'll bury our dead and endure, but I...I won't, because I can't. 'Cause I'm afraid, that's right. I'm afraid a terrorist who wants what we have, wants to destroy us. What's worse, is one of those terrorists is one of our own.