( Birds chirping )
( Gate creaks, bangs )
( Panting )
( Gasps softly )
( Flies buzzing )
( Sighs )
( Theme music playing )
( Knocks )
May I?
That was, uh...
That was quite a speech you gave.
Exactly what these people needed to hear.
What about the prison?
As long as they leave us alone, we have no problem.
- So no retaliation? - No.
What would that get us?
I need to go see them.
( Chuckles )
I thought this place could be something else, you know?
Something better.
I wasn't up to the challenge and I screwed it up.
I've done some terrible things.
I'm not fit to lead these people.
But you are.
They don't need to be terrorized.
Certainly not by their own leader.
So you're abdicating?
You know, I really believed
if I kept her alive long enough,
Milton would find a...
I just need time...
To get myself together.
So you want me to fill in for you?
Who else can? Milton? Martinez?
If you choose your friends in the prison, I'd understand.
But these people need you.
We need you.
( Door closes )
( Urinating )
There ain't nothing out here but mosquitoes and ants.
Patience, little brother.
Sooner or later, a squirrel
is bound to scurry across your path.
Even so, that ain't much food.
More than nothing.
I'd have better luck going through one of them houses
we passed back on the turnoff.
Is that what your new friends taught you? Hmm?
How to loot for Booty?
We've been at it for hours.
Why don't we find a stream, try our luck with some fish?
I think you're just trying to lead me back to the road, man.
- Get me over to that prison. - They got shelter.
Food. A pot to piss in.
Might not be a bad idea.
For you, maybe.
Ain't gonna be no damn party for me.
Everyone will get used to each other.
They're all dead.
Makes no difference.
How can you be so sure?
Right about now he's probably hosting a housewarming party
where's he gonna Bury what's left of your pals.
( Spits )
Let's hook some fish.
Come on.
Right.
Now you said you found tyreese's group here?
- Yeah. - We secured this.
He thought he came through here.
Means there's another breach.
Okay.
The whole front of the prison is unsecure.
If walkers just strolled in,
then it's gonna be cake for a group of armed men.
Why are we even so sure he's going to attack?
Maybe you scared him off.
He had fish tanks full of heads.
Walkers and humans. Trophies.
He's coming.
- We should hit him now. - Beth: What?
He won't be expecting it.
We'll sneak back in and put a bullet in his head.
We're not assassins.
You know where his apartment is.
You and I could end this tonight.
( Sighs )
I'll do it myself.
Okay.
He didn't know you were coming last time
and look what happened.
You were almost killed.
Daryl was captured.
And you and Maggie were almost executed.
You can't stop me.
Hershel: Rick would never allow this.
You really think he's in any position to make that choice?
Think this through clearly. T-dog lost his life here.
Lori, too. The men that were here.
It isn't worth any more killing.
What are we waiting for? If he's really on his way,
we should be out of here by now.
- And go where? - We lived on the road all winter.
Back when you had two legs and we didn't have a baby
crying for walkers every four hours.
We can't stay here.
We can't run.
All right. We'll stay put.
We're gonna defend this place.
We're making a stand.
Carl, you and I will go down to the tombs.
We need to figure out where the breach is.
- You got it. - Michonne: You'll need some help.
No, in case anything happens, I need you out here.
Who's on watch?
( Sighs )
Damn it.
( Pulsating tone )
( Gasps )
Ahem.
Alpha waves.
I was trying to induce a meditative state.
I've been having trouble...
Your battery, it's over here.
Man on radio: Okay, hold it. Look at this jackpot.
You've been invaluable.
Do you intend to stay?
Leaving's never crossed my mind.
Good.
'Cause I count on you. And not just for your...
Your expertise.
But I consider you a friend.
I... thank you.
I feel...
Me, too.
I counted on merle as well.
Martinez, he's a good soldier.
He'd take a bullet if I needed him to.
Would you?
I would.
Yes.
And Andrea?
I'm not sure where her loyalties lie.
I can see how her previous affiliation
with merle, no matter how contentious it was,
could cause doubt.
You keep tabs on her for me.
Of course.
( Door bangs )
Where's Martinez?
I don't know.
Did you see him leave?
Yeah.
Who was he with?
Karen, it's okay. You can tell me.
I don't know anything.
Milton.
Milton, stop!
You startled me.
Where is he?
Where's who?
The governor.
He's out on a run?
Is that an answer or a question?
I'm not sure... where he is.
I mean, not whether it was a question or an answer.
- It was an answer. - A run meaning what specifically?
Supplies would be a safe bet.
We were wiped out.
Milton, I want you to give me a specific answer
to a specific question. Where's the governor?
On a run?
( Sighs )
You know, I bet he'll be back soon.
I'm sure he's okay, if that's what you're worried about.
The tombs outside the boiler room are overrun again.
That whole section had been cleared.
It's a steady stream of walkers.
Hershel: We're wasting time.
The governor is supposedly on the way
and we're stuck in here with walkers.
Trapped between a rock and a hard place.
For the last time, running is not an option.
Carol: Glenn, if the tombs have filled up again,
it may just be a matter of time before they push in here.
Or until some fence gives way.
Axel: What if one of them herds is passing through?
Or settled?
Can't handle that with just the few of us.
Okay.
All right, we need...
We just need to scout the far side of the prison.
- Find out what's going on. - You're going out there?
- Take a car and make it quick. - I'll drive.
No, you stay here. Help with the fortifications.
I'll take Maggie.
You sure she's up to that?
( Door opens )
Where have you been?
We need to find out how the walkers are getting into the tombs.
Are we gonna talk about this?
Maggie, you need to talk about it.
I do? Or you do?
- What does that mean? - What do you want me to say?
You want me to say he made me get naked
and stand in front of him?
He came up behind me.
Pushed himself against me.
Put his hands all over me.
He slammed my head down and bent me over a table.
Did he...
Rape me?
Do you feel better?
- I'm not trying to... - I had a choice.
Either I take off my shirt or he would take off your hand.
I just listened to merle beating the shit out of you in the other room.
What could I do?
I'm sorry.
Go away.
You got your answer.
Now go away.
So we'll reinforce this with some metal from the yard.
If anything happens,
we'll just duck.
( Laughs )
I hope nothing happens.
Guns scare the bejesus out of me.
I robbed a gas station with a toy gun.
Never even took it out of my pocket.
You said Oscar was the thief.
That you were in here for pharmaceuticals.
Well, I didn't want y'all to think I was a violent man.
If you follow me.
So what are you saying?
You're in here for a toy gun?
No, listen to this.
The next day the cops found me at my brother's house.
Still had the water pistol in my pocket.
I swore up and down that that was the only weapon I had,
but they said they didn't believe anyone could be
so stupid and get away with it.
So they turned my brother's house upside down
and found his .38.
Said it "matched the description."
There you go. Armed robbery.
( Laughs )
Tell you the truth, I don't even know how to use this damn thing.
You're all about the truth now?
Yes, ma'am, I am.
( Clicks )
It's fully loaded.
Let's hope it stays that way.
You're quite a lady.
Hmm... (Chuckles)
Merle: Smells to me like the sawhatchee creek.
Daryl: We didn't go west enough.
There's a river down there, it's got to be the yellow jacket.
You have a stroke, boy?
We ain't never even come close to yellow jacket.
We didn't go west.
Just a little bit south. That's what I think.
( Scoffs ) Know what I think?
I may have lost my hand,
but you lost your sense of direction.
Yeah, we'll see.
What do you want to bet?
I don't want to bet nothing.
It's just a body of water.
Why's everything got to be a competition with you?
Whoa, whoa. Take it easy, little brother.
Just trying to have a little fun here.
No need to get your panties all in a bundle.
- You hear that? - ( Distant crying )
Yeah, wild animals getting wild.
- No, it's a baby. - Oh, come on.
Why don't you just piss in my ear and tell me it's raining, too?
That there's the sound of a couple of coons
making love, sweet love. Know what I mean?
( Laughs )
- ( Walkers snarling ) - ( Man yelling in Spanish )
- ( Baby crying ) - ( Gunshots )
( Whistles ) Hey! Jump!
( Laughs )
What?
Hey, man, I ain't wasting my bullets
on a couple of strangers that ain't never cooked me a meal
or felicitated my piece.
That's my policy.
You'd be wise to adopt it, brother.
( Man shouts in Spanish )
( Gunshots )
( Baby crying )
( Speaking Spanish )
Daryl: Come on, man. I'm trying to help you out.
Cover me!
( Speaking Spanish )
( Screams )
( Growls )
Daryl! I got ya!
- ( Speaking Spanish ) - Speak English.
( Speaking Spanish )
( Baby crying )
( Shouting in Spanish )
Slow down, beaner.
That ain't no way to say thank you.
( Speaking Spanish )
Let 'em go.
Relax.
The least they can do is give us
an enchilada or something, huh?
Easy does it, sefiorita.
- ( Sobbing ) - Everything's gonna be fine.
- ( Rustling ) - Man #2: Hey! Hey!
( Man #1 speaking Spanish )
( Cans clanking )
( Bottle rattles )
( Sighs ) Get out of the car.
I know you're not talking to me, brother.
Get in your car and get the hell out of here.
Go! Get in your car!
( Speaks Spanish )
( Car engine starts )
( Door closes )
( Squishes )
( Walkers moaning )
(Faint thunder rumbling )
Merle: The shit you doing, pointing that thing at me?
They were scared, man.
They were rude is what they were.
Rude and they owed us a token of gratitude.
They didn't owe us nothing.
You helping people out of the goodness of your heart?
Even though you might die doing it?
Is that something your sheriff Rick taught you?
There was a baby!
Oh, otherwise you would have just left them to the biters, then?
Man, I went back for you. You weren't there.
I didn't cut off your hand, neither. You did that.
Way before they locked you up on that roof.
You asked for it.
( Chuckles ) You know... You know what's funny to me?
You and sheriff Rick are like this now.
Right?
I bet you a penny and a fiddle of gold
that you never told him
that we were planning on robbing that camp blind.
It didn't happen.
Yeah, it didn't 'cause I wasn't there to help you.
What, like when we were kids, huh?
- Who left who then? - What?
Huh? Is that why I lost my hand?
You lost your hand 'cause you're a simpleminded piece of shit.
Yeah? You don't know!
(Shirt rips)
I... I didn't know he was...
Yeah, he did.
He did the same to you.
That's why you left first.
I had to, man.
I would have killed him otherwise.
Where you going?
- Back where I belong. - I can't go with you.
I tried to kill that black bitch.
Damn near killed the Chinese kid.
He's Korean.
Whatever.
Doesn't matter, man. I just can't go with you.
You know, I may be the one walking away...
But you're the one that's leaving... again.
Damn.
Glenn?
Glenn!
You're not going back to woodbury, are you?
I'm just going out there.
- I'll go with you. - I got it.
By yourself?
How can you possibly think that's a good idea?
I can't just sit on my hands.
You went on a simple formula run
and got the crap beat out of you.
- Maggie was attacked. - Are you saying this is my fault?
- No. - I did what I could.
I know you did.
So does Maggie.
She's one of the two people
most precious to me in this world.
I trust you with her life.
I still do.
This rage is going to get you killed.
With Daryl gone and Rick wandering crazytown,
I'm the next in charge.
What are you proving?
( Engine starts )
She's hungry.
Could you help me feed her?
I want to make daddy something to eat.
Here.
Just keep the bottle like this.
Otherwise she gets gassy.
Got it.
Here's this.
Hershel: Rick.
Rick.
You know I wouldn't have hobbled all the way down here
if it wasn't important.
Are you coming back soon?
Glenn's on the warpath.
Smart as he is, he can't fill your boots.
I'm afraid he's reckless.
We need you now more than ever.
Well, if you're so worried about him,
you lead.
What are you doing out here?
I've...
I've been...
I've got...
Stuff out here.
Stuff.
How much longer do you need?
I don't know.
Idontn
is there anything I can help you with?
I saw something.
Lori.
I saw lor...
I'm seeing Lori.
Look, I know it's not really her.
But there's got to be a reason.
It's got to mean something, you know.
Was it her on the phone?
Yeah.
Shane, too.
And the town.
Do you see them now?
You're looking for them.
I'm waiting.
For what?
I don't know. Something.
There's an answer.
I know it doesn't make sense.
Well, it does. It can make sense.
I mean, I think in time it will make sense.
Rick...?
Come on in.
You need rest.
It's not safe out here.
I can't. I can't.
Stress getting to your man Rick?
Can you blame him?
No. Not at all.
In here I've seen plenty of dudes crack.
But not me.
I got on better on the inside.
Things made more sense, you know?
There were rules.
Life was more simple.
Didn't you miss your brother?
My brother? ( Laughs )
Hell, no.
He had a real money problem.
- What kind of problem? - He didn't lend me any.
( Both laugh )
One time that son of a bitch...
( Gunshot )
(Gunfire)
Come here!
( Gasps )
( Gunfire stops )
- ( Door opens ) - Beth!
- Here. - ( Gunfire resumes )
Carol, go!
( Distant engine roaring )
( Engine roaring )
( Laughs )
( Engine roaring )
(Engine rumbling )
( Engine stops )
( Snarling )
( Clicks )
Hershel. Get the hell out of there!
( Snarling )
( Clicks )
Oh!
( Shouts )
(Yelling )
( Shouting )
Come on.
(Grunting )
- You okay? - Yes, baby.
(Grunts)
( Panting )
( Laughs )
( Snarling )
( Theme music playing )