Lots of screaming in the woods. Tyreese and friends fight through walkers in the forest. One of their group is bitten. They stumble across the prison and debate whether to leave their injured comrade behind. Tyreese decides that they will bring her with them for now, and they climb over a broken-down section of the fence.
Andrea and The Governor share some more sweet-talk. Gov pays a visit to Penny and sings her a lullaby. He gets angry with her when she won't make eye contact and sends her back into her closet without dinner.
Glenn rips the bones out of the walker he fought off last episode and hands one to Maggie. Makeshift weaponry. Meanwhile, Rick's rescue party surveys the Woodbury wall and opts to sneak in around the side.
Merle and The Governor plot the decimation of the prison faction and plan to let walkers reclaim the place to cover their tracks. Merle is concerned about Daryl and The Gov agrees to make a play for Daryl to be their inside man. Glenn and Maggie are to be disposed of tonight.
Rick's group searches the room where Michonne was originally questioned. A Woodbury citizen catches them but is soon neutralized non-lethally.
Comic relief moment as Axle hits on Beth, then hits on Carol when he discovers that she's not a lesbian.
Maggie and Glenn fight off Merle and his lackey. Maggie stabs the lackey in the neck with the zombie bone. Reinforcements arrive and get the better of Maggie and Glenn, who are led off with bags over their heads. The gunfire from the brief scuffle attracts Rick and crew, who ambush the execution squad with flash and smoke grenades and grab their friends. Commotion is spreading through town at this point and The Governor is alerted. Michonne sneaks off amid the chaos, heads straight for the The Governor's apartment, and awaits his return with sword drawn.
Andrea refuses to be marginalized as the gunfight spills into the streets, and she fires at "the terrorists". Smoke grenades block her vision and she only gets a glimpse of Oscar, in prison uniform. Daryl lays cover fire as the others escape. A random Woodbury citizen shoots and kills Oscar (to make room for Tyreese). Rick hallucinates that the killer is Shane and guns him down. Maggie puts another round in Oscar to prevent him from reanimating, and the group escapes without Daryl and Michonne.
Meanwhile, Carl is running things at the prison. Beth, Herschel and Carl hear screams coming from somewhere in the prison, and Carl goes alone to investigate. This leads him into an unsecured part of the prison where Tyreese and friends are not doing too well. Carl leads them back to safety.
Michonne hears Penny thumping around and discovers The Governor's secret room. The Governor comes home and begs Michonne not to hurt Penny, but Michonne shows no mercy and stabs Penny through the head. A brutal fight ensues. The fish tanks wind up crashing down on the floor. Gov tries to pin Michonne's arm down in front of one of the newly liberated zombie heads, chomping away. Michonne reaches for her sword but it's just out of grasp, so she opts for a shard of glass instead, and stabs The Governor right in the eye. She's about to finish the job when Andrea arrives with gun drawn. The two circle each other and Andrea lets Michonne walk away while she tends to Gov and surveys the room.
The injured member of Tyreese's group is revealed to be Donna. She doesn't make it. Carl maneuvers out of the room and locks up Tyreese's group for the safety of his own. No mingling for now.
Michonne reunites with Rick. Rick isn't happy about her disappearance, but they will continue working together.
The Governor makes his mid-season finale speech at the Woodbury zombie arena. He names Merle a traitor and has his men drag Daryl out into the circle, captured and bound. The town chants for the brothers to be put to death.