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The Governer's behaviour uneases Milton. When he reveals to Andrea the Governor's plans, she leaves Woodbury to warn the prison.

Meanwhile, the new group of survivors try to fit in to Woodbury, but tensions rise among the small band.

Episode Info

Episode number: 3x14
Airdate: Sunday March 17th, 2013

Alternate Airdates:

UK (FOX) Mar 22, 2013


Guest Stars
Dallas RobertsDallas Roberts
As Milton Mamet
Jose Pablo CantilloJose Pablo Cantillo
As Caesar Martinez
Chad ColemanChad Coleman
As Tyreese (credited as Chad L. Coleman)
Sonequa Martin-GreenSonequa Martin-Green
As Sasha

Co-Guest Stars
Tylor ChaseTylor Chase
As Ben (credited as Tyler Chase)
Travis LoveTravis Love
As Bowman
Daniel Thomas MayDaniel Thomas May
As Allen

Dango NguyenDango Nguyen
As Woodbury Survivor
Randy WoodsRandy Woods
As Mr. Jacobson (Woodbury Resident)
Main Cast
Andrew LincolnAndrew Lincoln
As Rick Grimes
Danai GuriraDanai Gurira
As Michonne
David MorrisseyDavid Morrissey
As Governor Phillip Blake


The episode begins with a flashback and it's nighttime in the woods. Michonne and Andrea are camping out. Behind them, and chained to a tree, are Michonne's two armless walkers. Andrea wants to know where Michonne found them. Michonne's expression turns grave, but she doesn't answer. Andrea realizes she has raised a subject she shouldn't have, and apologizes. Michonne only tells her that they got what they deserved, and adds that they weren’t human to begin with. Back in the present, the Governor is on his knees. His arms are extended and he's yanking on a pair of chains bolted to the wall. ..

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Episode Notes
Ratings: 10.84 Million Viewers

Trivia: This episode was originally going to be called "Killer Within, Part II."

Casting: Although credited as main cast in the opening sequence, Sarah Wayne Callies (Lori), Norman Reedus (Daryl), Steven Yeun (Gleen), Lauren Cohan (Maggie), Chandler Riggs (Carl), Michael Rooker (Merle), Melissa McBride (Carol) and Scott Wilson (Hershel) do not appear in this episode.

ArtistSong TitlePlayed When
Voxhaul BroadcastYou Are The WildernessEnd of the episode, Andrea in the torture room.

Episode Quotes
The Governor: Milton, do you need something?
Milton: What is that?
The Governor: It's my workshop.
Milton: How does that help Woodbury?
The Governor: Excuse me?
Milton: This was supposed to be a new start, a way out. What about everything we talked about? Beating this thing, crawling our way back. Look, this business with Michonne...I understand, but the people at the prison...
The Governor: What? Hmm? I should move on.
Milton: Yes.
The Governor: Well, I will. As soon as this is over.

Milton: There is no deal. Philip has asked for Michonne.
Andrea: Rick would never do that!
Milton: Whether he hands her over, or not, he is going to kill them all.
Andrea: I have to stop this.
Milton: I don't think you can.

Andrea: I've got to get out of here.
Tyreese: Nobody leaves.
Andrea: Please, I don't want any trouble.
Sasha: What is this about?
Andrea: Just get out of my way.
Tyreese: Get back here.
Andrea: (pulling out her knife) Don't.
Tyreese: Relax. Nobody's got to get hurt here.
Andrea: I'm sorry. I'm sorry it's just this place...I can't stay here.
Tyreese: Why?
Andrea: The Governor. He is not what he seems to be.

The Governor: Sorry to keep you waiting.
Sasha: Did you find her?
The Governor: No. Hardly made it back myself, I'll look again tomorrow. So I heard there was a little hang up at the pits.
Tyreese: You have a beef with Rick, that's fair enough, but you can't be feeding these kids to biters.
The Governor: No one's feeding anyone to biters.
Tyreese: So the trailer is...
The Governor: It's a scare tactic, it's a bluff. I'd rather scare his people into leaving us alone than engaging in another fight. I'm trying to save lives here.

Milton: Is she dead?
The Governor: I hope not.
Milton: Are you okay?
The Governor: Never been better.

Episode Goofs

When Allen and Tyreese are fighting at the walker pit, Tyreese tackled Allen to the ground and is holding him by his neck. The top half of Allen's body, including his head, are on the ground near the edge of the pit. When the shot changes, the entire top half of Allen's body is hanging over the pit.

Episode References
Season 3, Episode 8: The tune that The Governor whistles in the warehouse is the same one he whistled to his daughter Penny in 3x08 "Made to Suffer".

Season 3, Episode 13: Andrea decided in 3x13 "Arrow on the Doorpost" that she no longer wanted to be in Woodbury with The Governor.

Season 3, Episode 13: Rick and The Governor met in 3x13 "Arrow on the Doorpost" to talk terms of war, but The Governor still plans on killing everyone at the prison.

Season 2, Episode 13: The events at the beginning of this episode, with Michonne and Andrea, happened some time after 2x13 "Beside the Dying Fire" when the walkers attacked the farm.

Other Episode Crew

DeveloperFrank Darabont
Executive ProducerGail Anne Hurd  |  Robert Kirkman  |  David Alpert  |  Glen Mazzara
Co-Executive ProducerEvan Reilly  |  Greg Nicotero  |  Denise Huth
Supervising ProducerScott M. Gimple
ProducerSang Kyu Kim  |  Paul Gadd  |  Nichole Beattie  |  Angela Kang
Co-ProducerJolly Dale
Associate ProducerKenneth Requa
Production DesignerGrace Walker
EditorJulius Ramsay
CastingSherry Thomas  |  Sharon Bialy
Unit Production ManagerTom Luse
First Assistant DirectorVeronica A. Hampton
Second Assistant DirectorVincent G. Gonzales
MusicBear McCreary
Music EditorMichael Baber
Music SupervisorThomas Golubic
Costume DesignerEulyn Womble
Key GripEddie Evans
Set DecoratorKristen Walker
Location ManagerMike Riley
Property MasterJohn Sanders
Production Sound MixerMichael P. Clark
Production CoordinatorMandy McCowan
Script CoordinatorSteve Sharlet
Assistant EditorDan Liu
Supervising Sound EditorJerry Ross
Re-Recording MixerGary D. Rogers  |  Dan Hiland
GafferRick Crank
Director of PhotographyRohn Schmidt
Production SupervisorCaleb Womble
Art DirectorDoug Fick
Post Production CoordinatorMichelle Trujillo McKibben
Based On The Works OfTony Moore (2)  |  Charlie Adlard  |  Robert Kirkman
Key Makeup ArtistDonna M. Premick
Casting AssociateGohar Gazazyan
Key HairstylistTaylor Knight
Steadicam OperatorGlenn Brown
Special Effects CoordinatorDarrell Pritchett
Picture Car CoordinatorStephen Austin
Makeup ArtistAndre Freitas  |  Jake Garber  |  Andy Schoneberg  |  Garrett Immel  |  Kevin Wasner
Best Boy GripTom Barrett
"B" Camera OperatorGlenn Brown
Special Effects Make-upHoward Berger  |  Greg Nicotero
Location CastingLisa Mae Fincannon  |  Craig Fincannon
Writers' AssistantAlex White
Greens PersonDerrick Chambers
Best Boy ElectricSteve Sudge
Produced ByTom Luse
2nd Unit Director Of PhotographyMichael Satrazemis
VFX SupervisorVictor Scalise
ClearancesLaura Sevier
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