Governor: I have to talk all of you into doing something.
Something I know we need to do.
And I don't know how to talk about it.
What do you want us to do?
I want you to survive.
We're not gonna last here.
The biters, there'ii be a herd of them.
They'll fill the pits,
they'll crawl over one another.
There'll be enough to tear right through our camp.
Or it'll be people.
There's nothing between us and the rest of the world.
Nothing between us and them.
We stay here, we'll die.
The people who destroyed the camp I was in with Martinez...
They live in a prison.
It's north off highway 34.
They got walls...
Fences,
plots of land for farming.
We could live there.
Uh-uh.
If we're willing to take it from 'em.
I have a plan to do it without anyone getting hurt.
I captured two of them.
What?
I was scouting the prison and our paths crossed, so I took 'em.
- You took them? - They're the key.
They're gonna help us take that prison without firing a shot.
We can have it and we don't need to kill anyone.
But...
We need to be prepared to.
The people in this prison, not all of them are bad.
But most of them are thieves,
murderers.
Now why should people like that have peace of mind
when we're burying our own just about every day?
These people, they mutilated me...
Burned my camp...
Killed my daughter.
Now you saw me... I tried.
I tried to die.
'Cause I didn't want to accept that you couldn't live in this world
without getting blood on your hands.
I found you people and I don't want to die.
I don't want you to die.
Now we need to move... now.
They're gonna realize their people are gone
and they're gonna start getting ready for whatever's next.
We need to surprise them. Scare them.
Huh?
And we will win.
I'm in.
- I'm in. - Man: Me, too.
Pack up and get ready.
We'll go over the plan in half an hour.
- Come on. - Man: Let's do it.
Where's Megan?
She's reading in the trailer.
You hear all that?
I said we didn't have to fight for another place.
I know.
Killing people?
No. Killing killers.
You said they weren't all bad people.
Well, they're with bad people.
Am I?
I'm gonna keep you alive.
I'm gonna keep Megan alive.
The only judgment on me I care about is whether you two are still breathing.
It's good that you heard,
that you know.
Lin... I love you.
I don't know who you are.
Hey, you told me there has to be some place better
and that I was gonna help you find it.
You knew me, lin.
It was always gonna be like this.
You need to pack up, too.
- Michonne: Don't touch me. - Governor: Stay still.
Get off me.
You should eat. It's gonna be a long day.
Nobody's gonna hurt you.
I don't believe that.
Well, I don't care.
Just tell us what this is. Please.
- It isn't personal. - Then what is it?
Michonne, I want you to know...
Penny, my daughter,
she was dead. I know that now.
Now, I don't want to hurt you. I don't want to hurt anyone.
I need the prison, that's it.
There are people I need to keep alive.
You two are gonna help me take it.
No one needs to die.
I'm gonna kill you.
No, you won't.
- I'm gonna take my... - Stop it.
You want the prison?
Yeah. And I'll take it as peacefully as I can.
- Governor... - Don't call me that.
Your people, our people,
we can find a way to live together.
These people you need to keep alive,
do you love them?
You're a good man, hershel. A better man than Rick.
Everything you've said, the way you've said it,
you've changed. So has Rick.
The two of us will never be able to live together.
Michonne and I, we'll never be able to live together.
- We'll find a way. - I found a way!
I'm trying hard.
There's all kinds of ways I could do this.
This way, you get to live and I get to be...
You say you want to take this prison as peacefully as possible.
That means you'd be willing to hurt people to get it.
My daughters would be there.
That's who you'd be hurting.
If you understand what it's like to have a daughter,
then how can you threaten to kill someone else's?
Because they aren't mine.
Ready?
- Here, take this. - Okay.
They'll be safe here until we get back.
Biters can't make it across the water.
If it's safe by the water, then let's just go some place by the water.
- Lily. - You don't have to do this.
Anyplace that's safe, really safe,
someone's already there.
Think about Megan, huh?
Lily: I am.
What's she gonna be in this world?
She's gonna be alive.
Making mud pies?
Peanut butter sandwiches.
How about a hug before I go?
My hands are muddy. See?
Oh, yeah.
Well, I wouldn't want to get my coat dirty.
I messed it all up.
No, you made it better.
I could use a vacation.
Get away.
Just for a weekend.
Yeah.
You know, our anniversary is coming up.
It is?
One of these days.
You ever been to amicalola falls?
- Tallest waterfall in Georgia. - Mm-mmm.
My dad took me there when I was little.
When we were up there,
all the way at the top looking down,
I felt like I was flying.
I'll go load up the station wagon.
I'm gonna get you some water.
- I can get it. - I know.
But I'm doing it.
I'll be right back.
Man, you couldn't have waited till we got back?
Until tyreese got back?
I could've handled that.
Hey. Hey.
She killed two of our own.
She couldn't be here.
She's gonna be all right.
She has a car, supplies, weapons.
She's a survivor.
Stop saying that like you don't believe it.
She did it. She said it was for us.
That's how it was in her head.
She wasn't sorry.
Man, that's her, but that ain't her.
What are we supposed to do about those two girls?
I told her we'd look after them.
I haven't told tyreese yet.
I don't know how he's gonna take it.
Let's go find out.
Bob.
You should be resting.
After the night you had, so should you.
I'm going to.
On my way to find an open cell in c block
until d gets cleaned up.
I just wanted to say thank you.
I wouldn't be here if it wasn't for hershel
and you.
Hershel, not me.
- You helped save my life. - Stop.
- Bob. - Stop.
You put those meds in my iv bag.
And now, in a couple minutes, I'm gonna feel the sun on my skin.
So you are gonna let me thank you.
Sasha.
You're not strong enough yet.
Then help me.
Tyreese. You down here?
Tyreese: Rick, that you?
You guys got to see this.
Can we take a beat? There's something we need to talk about.
It can wait. Come on.
Look.
The hell?
I was just looking for...
Answers...
And I found this.
Same person that killed Karen and David did this.
Remember the rats at the fence?
They showed up the same day she was killed.
We got a psychopath living with us.
- Tyreese. - We got to find him, Rick.
And I'm not gonna sleep until we do.
Tyreese...
Whoever did this,
I don't think that's who killed Karen.
Why?
Come on.
Get back!
Rick!
Come down here.
We need to talk.
It's not up to me.
There's a council now. They run this place.
Is hershel on the council?
What about Michonne?
She on the council, too?
I don't make decisions anymore.
You're making the decisions today, Rick.
Come down here.
Let's have that talk.
We can do this. All right?
We can't take 'em all on.
We'll go through the admin building, through the woods like we planned.
We ain't got the numbers no more.
When's the last time someone checked the stash on the bus?
Day before we hit the big spot.
We were running low on rations then. We're lower now.
Yeah, we'll manage.
Things go south, everyone heads for that bus.
Let everybody know.
What if everybody doesn't know when things go bad?
How long do we wait?
As long as we can.
Let 'em go right now.
I'll stay down here.
Talk as long as you want.
But you let 'em go.
You got a tank. You don't need hostages.
I do.
This is just to show you I'm serious.
Not to blast a hole in our new home.
You and your people, you have till sundown to get out of here
or they die.
Doesn't have to go down this way.
I got more people, more firepower.
We need this prison.
There it is.
It's not about the past. It's about right now.
There are children here.
Some of them are sick. They won't survive.
I have a tank.
And I'm letting you walk away from here.
What else is there to talk about?
You good?
Yeah.
All right.
Megan: Mommy, can you please help me dig?
Mommy, can you please help me?
I'll be right there, honey.
Mommy, it's too heavy.
I hear you. I'll be there in a sec.
Lily: I'm sorry, honey. What did you say?
It's okay. I can do it myself.
Megan! Megan!
Mommy! Mommy!
Mommy!
Megan!
Governor: I could shoot you all.
You'd a" shoot back. I know that.
But we'll win and you'll be dead. All of you.
Doesn't have to be like that. Like I said, it's your choice.
Noise will only draw more of them over.
The longer you wait,
the harder it will be for you to get out of here.
We got to do something.
Your dad's got it.
They're talking. We could kill the governor right now.
- From 50 yards? - I'm a good shot.
I could end this right now.
Yeah, or you could start something else.
You got to trust him.
We're here.
Where are you guys going?
- To the bus. Come on. - No.
You know the plan. That's where we're supposed to go.
Carol told us to be strong, to protect ourselves.
They have guns. We should have guns, too.
We should help.
You got maybe about an hour of sunlight left.
I suggest you start packing.
The longer you wait,
the harder it's gonna be for you to get out of here.
We can all...
We can all live together.
There's enough room for all of us.
More than enough.
But I don't think my family would sleep well
knowing that you were under the same roof.
We'd live in different cell blocks.
We'd never have to see each other till we're all ready.
It could work.
You know it could.
It could've.
But it can't.
Not after woodbury.
Not after Andrea.
Look, I'm not saying it's gonna be easy.
Fact is, it's gonna be a hell of a lot harder
than standing here shooting at each other.
But I don't think we have a choice.
We don't. You do.
We're not leaving.
You try and force us, we'll fight back.
Like you said,
the gunshots will just bring more of them out.
They'll take down the fences.
Without the fences, this place is worthless.
Now, we can all live in the prison
or none of us can.
We'll fix the damn fences.
Non!
You. You in the ponytails.
Is this what you want? Is this what any of you want?
What we want is what you got.
Pefiod.
Time for you to leave, asshole.
Look, I fought him before.
And after, we took in his old friends.
They've become leaders in what we have here.
Now you put down your weapons,
walk through those gates...
You're one of us.
We let go of all of it,
and nobody dies.
Everyone who's alive right now.
Everyone who's made it this far.
We've all done the worst kinds of things just to stay alive.
But we can still come back.
We're not too far gone.
We get to come back.
I know...
We all can change.
Liar.
Ah!
Daddy!
Ah!
Pick up your weapon! Fight, now!
This isn't right.
- We're not supposed to be doing this. - We are.
He chopped a guy's head off with a sword.
We have to stay here. It's too late, you understand me?
Stay behind me and if we get separated, you just go run somewhere safe and hide.
You hear me? You go some place safe and hide
and I will find you when this is all over. I will find you.
Go through the fence in your cars.
Get your guns, we go in.
Kill them all.
Roger that. Move in!
Go ahead!
I'm out of ammo.
Run for the bus. I'll cover you.
Move up!
Go! Get out of here!
Go, go! Come on! Glenn's in there. I have to get him.
- I'm going with you. - Get these people on the bus.
- Be ready to drive. I'll be right back. - What if you're not?
- You have to go without us. - I won't go without you.
Beth, get these people on the bus, okay?
It's your job. We've all got jobs to do.
- Glenn! - What the hell's going on?
We have to get everybody out of here.
Beth! Where's Beth?
- She went to find you. - Where?
- We'll find her. She'll be okay. - No.
What? No, you're not going by yourself.
I'll be right back.
Maggie...
Ah!
On your right.
Grenade!
Sasha! Sasha! Have you seen Beth?
- Is she on the bus? - No. She's...
Ah!
We gotta stay down.
Look inside my shirt. Check my back for an exit wound.
Yeah.
That's good. We can treat it.
- Sasha: Not here. - Stay down. We'll find some place safe.
We'll figure it out. Come on.
We got to get out of here.
Hey! We go that way!
Carl...?
Where's Carl?
I don't know.
Grenade!
I was trying to find the kids to get them on the bus.
We got to go, Beth. We got to go.
Carl!
Cafl?
Judith.
Where is she?
I don't know.
Carl. Carl.
We've got to get out of here.
We've got to go.
Shh. Shh. Shh.
It's over. It's over. It's over.
Don't look back, Carl.
Just keep walking.