The Governor rallies his group for an assault on the prison, using the captured Hershel and Michonne as hostages to avoid any bloodshed. Hershel attempts to barter with The Governor, saying their groups can coexist in the prison peacefully, but The Governor isn't interested. The Governor leaves Lilly and Meghan near a river to keep them safe. At the prison, Daryl is infuriated with Carol's banishment, but when the two decide to tell Tyreese about Carol, Tyreese finds a dissected rat, and believes there is still a killer in the prison. Before they could investigate, the Governor arrives and orders Rick's group to leave the prison or they will force their way in. He rejects Rick's proposal for them to coexist within the prison and decapitates Hershel with Michonne's sword, provoking a firefight between the two groups. Michonne escapes in the commotion. Lilly, who had witnessed Hershel's execution, arrives with Meghan, who had died from a walker bite, and the Governor shoots Meghan in the head. Having lost his family's trust and Meghan's life, the Governor loses his purpose for the prison and orders his army to kill everybody in the prison. Mitch destroys the fences with the tank, rendering the prison vulnerable, prompting the remaining prison inhabitants to flee. Rick ambushes the Governor and the two begin brawling. Tara flees the battle. Despite the Governor's army being quickly killed, walkers begin to pour into the prison, and the survivors are scattered as they flee. Daryl destroys the tank and kills Mitch before fleeing with Beth. The Governor is about to kill Rick before he is stabbed by Michonne. Rick finds Carl, and the two find Judith's bloody, empty baby carrier. Devastated, Rick and Carl retreat from the prison on their own. Meanwhile, Lilly finds the wounded Governor lying on the ground outside the prison and kills him by shooting him in the head.
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