The episode begins in Woodbury where the Governor is beating up Milton for setting the zombies on fire a few weeks ago. Milton tries to appeal to the Governor, asking what Penny would think about his behavior. The Governor admits that his zombie daughter would be scared, but insists that if he'd always been a shrewd, merciless torturer, then she'd be alive today. The Governor shoves Milton into the torture chamber and orders him to pick up his tray of tools. Milton fumbles and manages to leave a pair of pliers on the floor right behind Andrea's feet. The Governor hands Milton a knife and tells him to kill Andrea. Instead, Milton turns around and tries to attack the Governor, but he ends up getting stabbed in the stomach by the Governor. The Governor's plan is to leave Milton to die, so he turns into a zombie and devours Andrea. ..Read the full recap
Ratings: 12.42 Million Viewers
Michael Rooker remains in the title credits even though he does not appear and his character has been killed off.
This marks the last episode to have Sarah Wayne Callies's name in the credits and Lori's final appearance in the series so far.
This episodes marks
This episode went under some significant changes.
was originally meant to live and take over as leader of Woodbury. This was changed three weeks before shooting began. The decision to kill her was Glen Mazzara's and is said to have been done for shock value. The idea was very unpopular and is reportedly what led to Mazzara being removed as showrunner. Even after this, changes were further made, as the scenes with Milton were reshot as it was originally Tyreese and Sasha who find .
Despite Milton's significant role in the episode and even appearing in the episode as originally filmed and subsequently reshot, Dallas Roberts remains uncredited.
The Governor: I told you to kill her but you didn't. And now you gonna turn and you gonna tear away the flesh of her bones. In this life now you kill or you die. Or you die and you kill.
Daryl: Merle never did anything like that his whole life.
Carol: He gave us a chance.
Michonne: I never thanked you.
Rick: For what?
Michonne: For getting me out there, that day. Taking me in.
Rick: Well, if you didn't have that baby formula, I wouldn't have.
Michonne: You could have just taken the formula.
Rick: Well, must have been something else then. You know, it was Carl who made the call. He said you belonged here. You're one of us.
Milton: One of the tools dropped. I left some pliers on the floor behind you. If you can drag your right foot back you can get them.
Andrea: I'm getting us both out of here, and you're going to be okay.
Milton: When you get free you are going to find something very sharp, and you are going to stab me in the head. That is what you are going to do. Keep trying.
Rick: We did it, we drove them out.
Michonne: We should go after them.
Daryl: We should finish it.
Maggie: It is finished, didn't you see them high-tail it out of here?
Michonne: They could regroup.
Glenn: We can't take the chance, he's not going to stop.
Carol: You're right, we can't keep living like this.
Maggie: So we take the fight back to Woodbury? We barely made it back last time.
Carl: I did my job out there, just like all of you. I took out one of The Governor's soldiers.
Hershel: One of his soldiers? That kid running away? He stumbled across us.
Carl: No, he drew on us.
Rick: I'm sorry you had to do that.
Carl: It's what I was there for.
Hershel: That kid was scared, he was handing his gun over.
Rick: He said he drew.
Hershel: (Shakes his head no)
Rick: Carl said it was in defense.
Hershel: I was there, he didn't have to shoot. He had every reason not to.
Rick: Well, maybe it looked like that to you --
Herhsel: Rick, I'm telling you, he gunned that kid down.
When Andrea tries to pick up the pliers with her feet a second time, she picks them up with the handles pointing down. In the next shot the handles are pointing up.
When Andrea shoots herself with Rick's gun, a Colt Python, a shell casing can be heard hitting the floor. This type of revolver does not expel casings when fired.
John 5:29: The bible passage that is highlighted and left for The Governor to find was John 5:29.
"And shall come forth; they that have done good, unto the resurrection of life; and they that have done evil, unto the resurrection of damnation."
Season 3, Episode 15:
Merle was killed by The Governor at the end of 3x15 "This Sorrowful Life
" after he released Michonne and tried to kill The Governor himself.
Season 3, Episode 14:
Andrea tried to escape to the prison in 3x14 "Prey
" but The Governor caught her and has her captive in Woodbury.
Season 3, Episode 14:
After learning of The Governor's real plans in 3x14 "Prey
" Milton burned the walker pit.
Season 3, Episode 7:
Rick tells Michonne that he wouldn't have taken her in to the prison in 3x07 "When the Dead Come Knocking
" if she hadn't been holding baby formula.
Season 2, Episode 11:
Carl tells Rick that he didn't kill the walker that killed Dale, and that is why he shot the boy. In 2x11 "Judge, Jury, Executioner
" a walker that Carl had seen earlier in the day killed Dale.