We begin with The Governor doing what The Governor does best, convincing a camp full of people to attack Rick’s group at the prison. The Governor tells them that they burned down his city and killed his daughter. There a few good people there, but most of them are thieves and murderers.
While The Governor is talking to the camp, a flashback is shown of him knocking out Michonne and pulling a gun on Herschel. He tells his group that he has captured two of the prison’s members, and this will ensure a safe, bloodless transfer of property. He has kidnapped Michonne and Herschel so that Rick will give up the prison in return for their safety.
Everyone agrees to The Governor’s plan. Well all except for Lilly. She overheard The Governor’s speech, and thinks they are fine right where they are. The Governor tells her he is glad she heard (which I’m sure is a lie) and that the prison is the only safe place for them.
Michonne and Herschel are being held captive in a trailer. Herschel tries to convince The Governor that the two camps can live together in peace. Herschel realizes that The Governor has changed, and tells him that Rick has changed as well. If he talks to Rick they can work something out. The Governor is not willing to do this. He can’t live together with Rick and Michonne.
Herschel warns The Governor that his daughters are in there, and how can a man who had a daughter himself hurt another man’s daughters. The Governor simply replies, “Because they aren’t mine”.
Rick finally tells Daryl what he did with Carol. Daryl doesn’t believe that Carol would have killed anyone, but Rick tells him she said she did. Daryl and Rick go to tell Tyreese, who shows them what looks like a dead animal or rat of some kind. He thinks the killer did this, but Rick tries to tell him about Carol. Before he can, there is an explosion in the prison.
The Governor and his army have shot the prison. Rick and the others run outside, and The Governor shows them Herschel and Michonne. He tells them they have until sundown to leave the prison, or they will all be killed.
Daryl is passing out guns to everyone, and they reiterate the plan to go to the bus if things get bad. Rick is basically whining at The Governor, telling him they have children and nowhere else to go. The Governor takes a sword out and holds it to Herschel’s throat.
Lilly is back at the old camp watching Meghan. She sees a walker coming across the lake. She panics, because The Governor told her that they cannot cross water. Eventually the walker gets caught in the current and floats away. Meanwhile, Meghan finds a “warning – flash flood area” sign in the mud pile she is playing in. A walker emerges from the pile and bites her.
Carl and Daryl are in a sniper position, and Carl wants to take out The Governor. Daryl tells him he’d never hit him from that far away, and it would start all kinds of trouble. The Governor tells Rick that they cannot work together. Not after Woodbury, and Andrea. Rick says that they are not leaving, and they can all live in the prison or none of them can.
Rick gives a nice speech about how everyone can change and all kinds of good and sappy stuff. Herschel smiles wide, and The Governor puts his sword down. Just to pick it up again and slice Herschel’s throat. Everyone starts shooting at The Governor and his crew, which consists of a bunch of vehicles and, for some reason, a tank.
A firefight ensues, and both The Governor and are non-fatally shot. Tara is too scared to fight, and Alicia tells her to lay low and she will come back for her. The Governor cuts off Herschel’s head, and when he gets up he sees Lilly coming towards him holding Meghan’s body. The Governor shoots her in the head and walks away.
He orders the troops to attack, and all of the vehicles start to drive through the fences, and the tank shoots the prison for no apparent reason. They are destroying the prison that they came here to take over and live in.
Maggie goes into the prison to find Glenn, and The Governor and Rick find each other and start fighting. They are beating each other pretty badly, but The Governor gains control. He starts choking out Rick, but Michonne stabs The Governor with a giant sword. Bob ends up getting shot in the fracas, also non-fatally.
Daryl tosses a hand grenade in the tank, and kills Mitch. Daryl and Beth try to find a way out, as the bus has already left. Tyreese is in a bad spot, but one of Carol’s girls shoots Alicia and another man. Rick is looking for Carl, and finally finds him after Carl kills two walkers that are between them. They look for Judith and find a bloody empty car seat. They are in hysterics, presuming that Judith is dead.
Lilly appears to give the kill shot to The Governor as Rick and Carl run away from the prison, with telling Carl not to look back.
This was a very powerful, intense mid-season finale. The shift of having a couple of episodes away from the prison really made the season not seem so long and boring. They sort of left the possibility open for The Governor and Judith to be alive, but who knows where they will go with that. I’m guessing the second half of the season will start off with everyone trying to reconnect, and trying to figure out who is alive and who is dead.
On a random side note, they showed a bunch of walkers heading towards the prison, and they zoomed in on one female zombie. She kind of looked like Rick’s dead wife, but it was probably just a coincidence. But they kept the camera on her for a couple of seconds and it bore a resemblance to Lori.
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The governor was confirmed dead by the “In Memorial” segment on “Talking Dead”. Judith was not confirmed dead. The female zombie at the end was the one from episode 401 who kept the zombie head in a bag.