- Rick: We're not leaving. - Hershel: We can't stay here.
Maggie: What if there's another sniper?
A wood pallet won't stop one of those rounds.
- Beth: We can't even go outside. - Carol: Not in the daylight.
Glenn: Rick says we're not running, we're not running.
No, better to live like rats.
You got a better idea?
Yeah, we should have slid out of here last night
and lived to fight another day.
But we lost that window, didn't we?
I'm sure he's got scouts on every road out of this place by now.
We ain't scared of that prick.
Merle: Y'all should be.
That truck through the fence thing,
that's just him ringing the doorbell.
We might have some thick walls to hide behind,
but he's got the guns and the numbers.
And if he takes the high ground around this place,
shoot, he could just starve us out if he wanted to.
Let's put him in the other cell block.
No. He's got a point.
This is all you. You started this.
What difference whose fault it is? What do we do?
I said we should leave.
Now Axel's dead.
We can't just sit here.
(yells ) Get back here!
You're slipping, Rick.
We've all seen it. We understand why.
But now is not the time.
You once said this isn't a democracy.
Now you have to own up to that.
I put my family's life in your hands.
So get your head clear
and do something.
( Creaks )
( walkers snarling )
( door opens )
You shouldn't be out here.
I'm a good shot.
Yes, you are.
Hey, Dad?
Yeah?
If I say something, will you promise not to be mad?
I won't get mad.
You should stop.
Stop what?
Being the leader.
Let Hershel and Daryl handle things.
You deserve a rest.
( Theme music playing )
Governor: How many does that give us now?
20. We have several people with chronic conditions,
hearing impairments, arthritis.
Adding those gives us 26.
And if we include men and women age 13 and up?
You mean boys and girls?
Adolescence... it's a 20th century invention.
Men and women.
Uh, 35.
Well, make sure they all have sidearms and plenty of ammo.
We'll start training when Martinez is ready.
Well, come in.
What's this I hear about the prison?
You said you were gonna leave it alone.
No retaliation.
I went to negotiate.
Bad enough we got biters at our gates.
We can't have aggressors just miles away.
So you went and welcomed them to the neighborhood?
You know they shot at us?
I don't know who these people were when you were with them,
but they've changed. They're bloodthirsty.
You knew about this?
I was informed this morning.
I didn't know.
Don't drag him into it.
You're right. This is between you and me.
I'm sick of this. Sick of the lies.
And I'm not gonna watch this town
and my friends gun each other down.
Well, it's too late.
What do you mean it's too late?
I don't know what you're trying to prove,
but enough is enough.
I'm going to see them.
I'll work this out.
Well, they're hostile.
These are all the able-bodied people we have.
They're gonna carry arms and receive training.
We won't get caught sleeping again.
One car, that is all I need.
The roads are blocked.
We barely made it back ourselves.
Andrea.
You go to that prison,
you stay there.
Karen: Noah's only 14.
Okay? He has asthma. He can't run more than 10 yards
before losing his breath. What good is that to you?
Martinez: The Governor wants everyone who can hold a gun
- in front of the town hall now. - No.
Andrea, you have to straighten this out.
They want Noah to fight.
Who's talking about fighting?
You're supposed to be teaching people to defend themselves,
not raising an army.
Wake up.
The only way to defend ourselves is with an army.
Take watch. Eyes open, head down.
Field's filled with walkers.
Didn't see any snipers out there,
but we'll keep Maggie on watch.
I'll get up in the guard tower,
take out half them walkers, give these guys a chance to fix the fence.
Or use some of the cars to put the bus in place.
We can't access the field without burning through our bullets.
So we're trapped in here. There's barely any food or ammo.
Been here before. We'll be all right.
That's when it was just us.
Before there was a snake in the nest.
Man, we gonna go through this again?
Look, Merle's staying here. He's with us now.
- Get used to it. - Hey.
All y'all.
Seriously, Rick, I don't think Merle living here is really gonna fly.
I can't kick him out.
I wouldn't ask you to live with Shane after he tried to kill you.
Merle has military experience.
He may be erratic,
but don't underestimate his loyalty to his brother.
What if we solve both problems at once?
Deliver Merle to the Governor. Bargaining chip.
Give him his traitor, maybe declare a truce.
You're the farmer Hershel.
And you're the black sheep Merle.
How'd you lose it?
I was bit.
Bit? You hack it off yourself?
No.
Rick did.
Awful kindly of him.
Saved my life.
Gave me more time with my girls.
Gave you more time with your brother.
Can't put a price on that.
Can't put a price on anything anymore.
I found this
in one of the cells.
Lost more than the Good Book there for a while.
Lost my way.
"And if your right hand offends you,
cut it off, cast it from you.
For it is profitable
that one of your members should perish..."
"And not that thy whole body should be cast into hell."
Matthew 5:29 and 30.
Woodbury had a damn fine library.
One of the only things I miss about it.
When the Governor returns,
he's gonna kill me first.
Michonne, my brother,
then your girls.
Glenn, Carl, the baby,
whoever else is left.
He'll save Rick for last
so he can watch his family and friends die ugly.
That's who you're dealing with.
This is Mrs. McLeod.
She's the one with arthritis.
Well, thank you, dear,
but we'll find another way you can help us.
Noah's asthmatic.
You ever shoot a gun, son?
I had a BB gun once. My mom took it away.
Well, you're gonna learn from the best.
Haven't had a chance to say I'm glad you came back.
To what? All this?
This is our home.
This is a tomb.
That's what T-Dog called it.
Thought he was right
till you found me.
He's your brother, but he's not good for you.
Don't let him bring you down.
After all, look how far you've come.
( Both laugh )
We sealed it thoroughly.
Nobody's getting in or out.
I'm gonna ask you something
and I need you to be honest.
Okay.
The fight at the prison,
you swear you didn't know anything about it?
I wouldn't advocate a move like that.
It's just posturing.
Good. Then you have to cover for me.
I'm going to the prison.
- And the Governor can't know. - Don't.
I have to. I was with them.
Don't put me in this situation.
- I wish there was another way. - If he finds out...
That's a chance we have to take.
Maybe you do, but I don't.
I'm sorry. I can't.
Look at what's happened.
Woodbury is an armed camp with child soldiers.
Cannon fodder in a war over what?
Is that what all your work is for?
Please, help me get out of here.
I can't take a car. They won't open the gates.
I just need to sneak out, make my way to the prison,
- and talk to Rick. - This is a betrayal.
No, it's an attempt to stop this before more people get killed.
You can do this, Milton.
( Groans )
( strikes match )
( faint gasp )
( knocks )
- Come in. - ( Door opens )
You asked me to keep tabs on her.
That's right.
She's going back to the prison
and has requested my assistance in escaping.
Her words, not mine.
Help her.
Okay, do you really want me to do that,
or is this some sort of test?
( Chuckles )
If she asks for help,
help her.
Milton.
Good work.
( Snarling )
Hey, you!
( Snarling )
Oh, shit. Andrea!
Pin it down.
Don't let it up.
Just a little more.
(grunts)
Lift its head.
Force it down.
- Hey, hold it! Hold it! - Milton: I'm trying.
- ( Snarling ) - Watch out.
All right.
Can we finish this up, please?
I got it. I got it.
( Snarling )
Smart to stay fit.
Don't leave out the cardio.
You know, if we're gonna live under the same roof,
we should clear the air.
This whole hunting you down thing,
that was just business.
Carrying out orders.
Hmm. Like the Gestapo.
Yeah. Exactly.
I've done a lot of things I ain't proud of.
Before and after.
Anyway, hope we can get past it.
Let bygones be bygones.
It's a diversionary tactic.
It keeps the walkers away.
Didn't work so well with those two.
You got a camp?
It's just us.
We have a town. It's walled.
Milton: There's about 70 of us.
You take people in?
We do.
- I'll take them back. - Are you sure?
- If he asks, just... - I'll handle it.
I'm better with him than I am with them.
Thank you so much.
We've had a rough couple of days.
- Where you going? - Got to finish my run.
- By yourself? - I'll be fine.
Got my guardian angel here.
- Need any help? - Nope.
I'm good.
( Snarling )
Carl: Psst
Something weird out there.
(whispers ) Andrea.
Get your dad and the others.
Go.
Clear!
- Are you alone? - Open the gate.
Are you alone?!
Rick!
Open it.
Hands up! Turn around.
- What? - Turn around now!
- ( Snarling ) - ( Screams )
Get down on the floor.
I asked if you were alone.
I am.
Welcome back.
Get up.
After you saved me, we thought you were dead.
Hershel, my God.
I can't believe this.
Where's Shane?
And Lori?
Hershel: She had a girl. Lori didn't survive.
Neither did T-Dog.
I'm so sorry.
Carl.
Rick, I...
You all live here?
Here and the cell block.
There?
Well, can I go in?
- I won't allow that. - I'm not an enemy, Rick.
We had that field and courtyard
until your boyfriend tore down the fence
with a truck and shot us up.
He said you fired first.
Well, he's lying.
He killed an inmate who survived in here.
We liked him. He was one of us.
I didn't know anything about that.
As soon as I found out, I came.
I didn't even know you were in Woodbury until after the shoot-out.
That was days ago.
I told you, I came as soon as I could.
- What have you told them? - Nothing.
I don't get it. I left Atlanta with you people
and now I'm the odd man out?
He almost killed Michonne and he would have killed us.
With his finger on the trigger.
Isn't he the one who kidnapped you?
Who beat you?
Look,
I cannot excuse or explain what Philip has done.
But I am here trying to bring us together.
We have to work this out.
There's nothing to work out.
We're gonna kill him.
I don't know how or when, but we will.
We can settle this.
There is room at Woodbury for all of you.
( Merle chuckles ) You know better than that.
What makes you think this man wants to negotiate?
Hershel: Did he say that?
No.
Rick: Then why did you come here?
Because he's gearing up for war.
The people are terrified. They see you as killers.
They're training to attack.
I'll tell you what. Next time you see Philip,
you tell him I'm gonna take his other eye.
We're taken too much shit for too long.
He wants a war? He's got one.
Rick.
If you don't sit down and try to work this out,
I don't know what's gonna happen.
He has a whole town.
Look at you.
You've lost so much already.
You can't stand alone anymore.
You want to make this right, get us inside.
- No. - Then we got nothing to talk about.
There are innocent people.
( Door opens, bangs shut )
You poisoned them.
I just told them the truth.
I didn't choose him over you.
I wanted a life.
Once we entered Woodbury, you became hostile.
- That's 'cause I could see it. - See what?
That you were under his spell from the second you laid eyes on him.
- That is not true. - And you still are.
No, I am there because those people need me.
And what about these people?
I'm trying to save them, too.
( laughs )
I did not realize the messiah complex was contagious.
Go to hell, Michonne.
He sent Merle to kill me.
Would have sent him to kill you, too, if you had come with me.
But you didn't, did you?
Hm-mmm.
You chose a warm bed over a friend.
That's why I went back to Woodbury.
Exposed him for what he is.
I knew that it would hurt you.
( Sighs )
Dr. Stevens will be here soon. We'll get you checked over.
- Thank you. - It's my pleasure.
Now you're welcome to stay as long as you like.
We got food, fresh clothing, hot water.
Normally we'd provide you with weapons and a car for your journey,
but we need all we have.
Looks like you're battening down the hatches. Were you guys attacked?
Yeah, but not by biters. Some dangerous people out there.
They came at us a few days ago.
Anyone hurt?
There were several fatalities.
- Ben: Damn. Sorry. - Yeah.
Can't be too careful these days.
When you're ready to travel, head west.
Avoid anything north up 85.
We just came from there.
Ran into some whack-job in a prison.
You saw him?
Oh, yeah. Screaming like an idiot.
He's a little unhinged.
But the others seemed decent.
Everything seemed cool until their leader came back
and practically shoved a gun in my face.
You were at the prison?
We went in for shelter. Lost Allen's wife.
This guy Rick showed up all of sudden, chased us out.
You need help with these guys? We're in.
Well, now, no...
we couldn't ask you to join in our fight.
Look, we don't want to be out there.
It's only a matter of time before...
No, I understand.
Whatever we got to do to earn our keep.
Were you inside the prison?
Can you describe the layout?
It's pretty confusing, but I could try.
You get your rest.
We can talk about it tomorrow.
As I say, you're welcome to stay here as long as you like.
But you take the night. Talk it over.
Good night.
You can't leave without meeting Little Ass-Kicker.
May I hold her?
- Of course. - Oh.
Got her?
I got her.
- ( Baby fusses ) - Oh, look at you.
Let me guess.
Daryl named her "Ass-Kicker."
( laughs )
That's not really her name.
- Judith. - Judith.
Hi, Judith.
Oh, how precious are you?
What happened to Lori?
During a C-section.
Maggie.
- Carl had to... - Oh, my God.
T-Dog died leading me to safety.
And Shane?
Rick killed him.
The night we left the farm.
That whole Randall thing was a lie.
Shane tried to kill Rick.
Shane loved Rick.
Shane loved Lori.
Rick's become cold.
Unsteady.
He has his reasons.
The Governor, you need to do something.
I am.
No, you need to sleep with him.
Give him the greatest night of his life.
You get him to drop his guard.
Then when he's sleeping, you can end this.
Thanks.
Can you spare it?
Yeah.
Well, take care.
Andrea.
Be careful.
You, too.
( Engine starts )
Go!
( Snarling )
( gate screeches )
( Merle yells )
Heads up!
Hey, get down.
That's far enough.
Hands up.
( Music playing )
I went to the prison.
They're broken,
living in horrible conditions.
Michonne there?
Merle?
Yes.
And Rick?
Yes.
He send you back here?
No.
That was my call.
Why?
'Cause you belong here.
♪ They hung a sign up in our town ♪
♪ If you live it up, you won't live it down ♪
♪ So she left Monte Rio, son ♪
♪ Just like a bullet leaves a gun ♪
♪ With charcoal eyes and Monroe hips ♪
♪ She went and took the California trip ♪
♪ Well, the moon was gold and her hair like wind ♪
♪ Said don't look back now ♪
♪ Just come on, Jim ♪
♪ You got to hold on ♪
♪ Hold on ♪
♪ You got to hold on ♪
♪ Take my hand, I'm standing right here ♪
♪ You got to hold on ♪
♪ Well, he gave her a dime-store watch ♪
♪ And a ring made from a spoon ♪
♪ Everyone's looking for someone to blame ♪
♪ If you share my bed, you share my name... ♪
Some reunion, huh?
She's in a jam.
We all are.
Andrea's persuasive.
This fella's armed to the teeth.
Bent on destruction.
So what do you want to do?
We match it.
I'm going on a run.
I'll head out tomorrow.
No, you stay here.
Keep an eye on your brother.
I'm glad you're back, really,
but if he causes a problem, it's on you.
I got him.
- I'll take Michonne. - Daryl: You sure that's a good idea?
I'll find out.
And Carl.
He's ready.
You hold it down here.
You got it.
Beth: ♪ When there's nothing left to keep you here ♪
♪ When you're falling behind in this big blue world ♪
♪ You got to hold on ♪
♪ Hold on ♪
♪ Got to hold on ♪
♪ Take my hand, I'm standing right here ♪
♪ Got to hold on... ♪
Male vocalist: ♪ Down by the Riverside Motel ♪
♪ It's 10 below and falling ♪
♪ By a 99-cent store ♪
♪ She closed her eyes and started swaying ♪
♪ But it's so hard to dance that way ♪
♪ When it's cold and there's no music ♪
♪ Well, your old hometown is so far away ♪
♪ But inside your head there's a record ♪
♪ That's playing a song called ♪
♪ Hold on, hold on ♪
♪ Baby, you got to hold on ♪
♪ Take my hand, I'm standing right there ♪
♪ You got to hold on ♪
♪ You got to hold on, hold on ♪
♪ Baby, got to hold on ♪
♪ Take my hand, I'm standing right there ♪
♪ You got to hold on ♪
♪ You got to hold on, hold on ♪
♪ Baby, you got to hold on ♪
♪ And take my hand, I'm standing right here ♪
♪ You got to hold on ♪
♪ You got to hold on, baby ♪
♪ You got to hold on, girl ♪
♪ You got to hold on ♪
♪ You got to hold on. ♪
( Theme music playing )