At the start of the episode, Rick and T-Dog break into an abandoned house. Rick shoots one zombie as they enter and T-Dog stabs another through the skull.
Carl enters the house's bathroom and puts down a rather dessicated-looking zombie with a silenced pistol.
Daryl finds an owl in the study and shoots it with his crossbow.
The group are forced to leave the house as a large number of walkers come towards it. They leave without killing any of their pursuers.
The group discover the prison where they will spend the rest of this season encamped. When they approach the fence, Glenn stabs a zombie with a spiked pole then axes it in the head.
Glenn, T-Dog, Beth and Maggie start causing a commotion to lure as many zombies on the outside of the fence to them. They then start spiking the zombies through the fence.
Rick runs through the prison yard and starts taking out zombies with a silenced pistol while Daryl and the rest of the group snipe at the walkers from the watch towers.
Rick makes it to another watch tower at the inner gate and finds a sniper rifle which he then uses to pick off more of the zombies roaming the yard. Eventually, the team succeed in clearing all of the zombies in the yard.
One zombie appears to have survived the shootout, but Glenn spots it before it can get up and spikes it through the head.
Elsewhere, Michonne raids a convenience store and decapitates three zombies inside. The severed head of one of the walkers is still active and snarling, but Michonne leaves it.
Rick, Maggie, Glenn and T-Dog go into the prison's inner courtyard the next morning, killing every walker they come across. Meanwhile, the others remain behind the fence attracting any stragglers and spiking them.
Four zombies in riot gear attack Rick and his team, but Maggie shows them how to bypass the helmets protecting their heads by stabbing them through their exposed lower jaws.
Rick knocks down a riot zombie wearing a gas mask. As he pulls the zombie's mask off, he also pulls off its rotting face. He then stabs the thing in the head.
After entering the prison, Rick walks up into the warden's booth to find that the warden had shot himself when the situation deteriorated.
Rick and Daryl find two undead prisoners still locked in their cells and stab them through the bars.
Rick leads a team deeper into the prison. Inside a darkened block they find dozens of corpses, all either executed via headshots or devoured beyond the possibility of reanimation. However, there is still an army of walkers roaming around the halls.
Hershel steps over a body that appears to be dead, but the corpse is still active and bites his leg. Maggie then shoots the zombie in the head.
After being bitten, Hershel has his leg amputated to slow the infection.
As the group wheel the crippled Hershel back through the corridors, Daryl arrows a zombie in the head.
Rick and co. meet up with a group of prisoners who have survived being locked in a cafeteria for ten months. The prisoners have yet to grasp the reality of the state of the world and later attack two zombies in a corridor without going for the head.
Off-screen, Carl kills two walkers while raiding the prison infirmary and is scolded by his mother for going off on his own.
Rick and co. later show Tomas and the other prisoners how to properly fight walkers, luring several of them close and then dispatching them with blows to the head.
One of the prisoners - Big Tiny - is attacked by a zombie missing a hand. The zombie cuts Big Tiny's back with the broken bone protruding from the stump. Tomas then kills the zombie with a headshot.
Carol needs to learn how to do a C-section so she can deliver Lori's baby, so she and Glenn go outside and kill a female walker to 'experiment' on.
Tomas opens a pair of double-doors and lets a group of walkers into the laundry room so he and the others can kill them. At the same time, he tries to kill Rick by throwing one of the zombies on him. This attempt fails as Daryl saves Rick by stabbing the attacking zombie. All of the other zombies in the room get bludgeoned by the prisoners.
Rick and Daryl gain access to Cellblock D where they leave Oscar and Axel. All the walkers within are already dead, apparently executed.
A military chopper crash-lands in the forest with two of its crew dead on impact (one of them was cleaved in half by the chopper's blades).
A group of survivors led by The Governor arrive at the crash site and dispatch the nearby walkers. Two are shot with arrows, two more have their brains bashed in with metal bats.
The halved soldier from the chopper reanimates, but the Governor finishes the job with a knife to the head.
Michonne's two pet walkers get excited and hiss too much as Michonne and Andrea lay low. Michonne silences them by cutting their heads off.
Michonne and Andrea are surprised by Merle who kills an approaching zombie by jaw-stabbing it with his new arm blade.
Later on in Woodbury, three walkers approach the barricade and Merle picks them off with a silenced rifle.
Welles, the chopper pilot rescued by the Governor's men, tells the Governor about his platoon and where to find them. The following day, the Governor leads a group to meet with the soldiers and lulls them into a false sense of security before his people fire on the soldiers from the brush.
Welles - A National Guard pilot portrayed by Julio Cesar Cedillo. When his chopper crashed, he was the only survivor and he was rescued by the Governor. The Governor questions him about where he came from and where his group is located. Welles informs The Governor about the events surrounding the overrun encampment, his convoy, and the helicopter crash. Welles reveals to The Governor the location of his convoy after being assured by The Governor that they would be rescued and brought to Woodbury, but is betrayed and later killed off-screen, with his decapitated zombified head being placed in one of the Governor's fish tanks, along with several other peoples' decapitated heads.
A dead deer is seen being dragged off by a mysterious figure. The unseen figure cuts up the deer and leaves pieces of it in different parts of the prison yard to attract a pair of zombies.
More zombies are attracted by the deer meat and wander into the prison yard while Rick and co. are outside. Lori pulls a pistol and starts putting them down, joined shortly after by Carol, Carl and Maggie.
Dozens of walkers are shot as the survivors try to get back inside.
A zombie lurches up on T-Dog from behind and bites a chunk out of his shoulder before T-Dog knocks it down and shoots it.
Rick, Glenn and Daryl kill half a dozen more walkers as they head back towards C Block.
Rick, Daryl and Oscar make it to the generator room and Daryl kills two more zombies that try to follow them in.
Rick, Oscar and Daryl find a pair of zombies eating T-Dog and put them down.
After learning of Lori's death, Rick becomes enraged and he takes a hatchet down into the boiler level beneath C Block and goes on a killing spree, slaying every last walker down there on his own.
After getting her sword back, Michonne finds a pen full of walkers that the Governor is keeping. She opens up the pen and kills all six of the walkers within.
Milton and Merle gather up several trapped walkers and Merle stabs one in the head. The others are rounded up for the Governor's games.
While searching an abandoned nursery for baby formula, Maggie and Daryl hear a rattling coming from the kitchen pantry. It's not a zombie but an opossum. Daryl arrows the opossum and takes it as food.
Glenn snipes two zombies from a guard tower when Daryl and Maggie return to the prison.
Rick finds the room where Lori died but her body is gone. A few feet away from the spot where she died, a lone zombie sits with a distended belly, implying that the creature devoured Lori's corpse. Rick shoots the zombie and in outrage stabs its stomach repeatedly.
Merle and three of the Governor's men go after Michonne when she escapes from Woodbury. She ambushes them in the forest and kills two of them, one by decapitation and the other by impalement.
Devastated by the loss of Lori, Rick falls into a state of manic depression. He imagines hearing a phone ring and he picks it up, listening to the voices of the people who have died around him ever since he woke up in the post-apocalyptic world. Although he doesn't name the voices he hears, the first voice he talks to is Amy, who died in Season 1 when walkers attacked the camp outside Atlanta.
The next hallucinatory phone voice Rick speaks to is Jim, a man who got bitten and then left under a tree in Season 1.
Andrea offers to stand guard on the barricade at Woodbury. After the girl beside her wastes two arrows trying to take out a single walker, Andrea jumps down and walks up to the creature, stabbing it in the head.
Merle and Gargulio are ambushed again by Michonne, but their fighting attracts a group of zombies. One zombie tries to bite Merle but Gargulio stabs the back of its head and then Merle stabs another one in the lower jaw.
Michonne is on the ground and reaches for her sword as a zombie looms over her. She slashes at the zombie's belly and its guts spill all over her.
Gargulio - One of the Governor's men, play by Dave Davis. He joins Merle in tracking Michonne, but after she escapes again Merle decides to call it quits. Gargulio wants to keep tracking her as he refuses to lie to the Governor, but Merle shoots him in the head.
Rick later talks to Jacqui, who had died in the Season 1 finale.
Daryl, Oscar and Carl are surprised by a zombie while they're investigating a cell. Daryl kills it with a crossbow shot.
The last voice Rick talks to over the phone is Lori. He apologizes profusely for what happened to her and she reminds him that he still has Carl, the group and now a new baby girl to take care of.
Michonne arrives at the prison with a basket of baby supplies that Glenn dropped when he was kidnapped by Merle. Having got covered in zombie bowels in the previous episode, she doesn't get attacked by the walkers at the fence right away. However, a gunshot wound on her leg starts attracting the walkers and she decapitates two that lunge at her.
Michonne collapses from exhaustion and Rick and Carl open the gate to let her inside, shooting any zombies that approach.
Glenn is locked up in a dungeon by Merle who tries to force him to reveal Rick's location. After being repeatedly beaten and tortured, Glenn is still defiant and so Merle throws a walker into the dungeon to kill him. Glenn is tied to a chair but is able to get up and break the chair against the wall, freeing himself. Using a broken piece of chair taped to his arm, he impales the zombie through the eye socket.
Michael Coleman - An elderly resident of Woodbury. Dying from prostate cancer with no hope of treatment, he volunteered himself as a test subject to determine if people can retain any of their memories after they reanimate. He dies on a bed and Andrea and Milton wait for him to reanimate, hoping that Milton's use of music, a singing bowl and various memorabilia will provoke a response in Coleman after he turns. When Coleman does turn, he doesn't respond to anything other than the presence of fresh living meat, but Milton thinks that he's trying to respond but is unable to. Milton loosens the strap binding Coleman's right hand and Coleman then lunges at him, but Andrea steps in and stabs Coleman in the head, killing him for good.
Rick, Michonne, Daryl and Oscar are attacked by zombies in the forest while on their way to Woodbury. At least four zombies are killed.
Rick and co. take cover in a shack where they find a dog that appears to have starved to death.
A hermit is living inside the cabin and Rick wakes him up by accident. The man appears to be insane and has no idea that the world is overrun by the undead. The hermit threatens to shoot Rick but Michonne stabs him through the throat with her sword. The group then escape the cabin by throwing the hermit's body to the walkers outside and sneaking out the back.
A man called Tyreese ambushes two zombies in the forest and kills them with a hatchet.
Tyreese and his group kill a few more walkers as they escape the forest and arrive at the prison.
Maggie and Glenn escape from their cell and Maggie stabs one of the guards in the throat.
Under cover of smoke, Rick and co. run across the street with Glenn and Maggie in tow, shooting at least three guards.
One of the Governor's people shoots Oscar and Rick shoots him back. Rick is still hallucinating following Lori's death and sees the attacker as his old friend Shane.
Carl goes down into the tunnels to investigate the sound of screaming coming from down there. He finds Tyreese and his group sheltering in the generator room and helps them get out, shooting several zombies along the way.
Penny - The Governor's daughter. She is already undead when she first appears in "Say the Word" but the Governor has been keeping her locked up in his private study. In this episode, Michonne breaks into the study and finds Penny, then puts her down by impaling her through the mouth.
The Governor forces Merle and Daryl to fight to the death in the pit, using walkers as "motivation". However, Rick and co. haven't yet left Woodbury and they sneak into the arena, sniping at the zombies and their handlers from cover and throwing smoke bombs into the pit.
A zombie lunges at Merle but he hammers it to the ground and smashes its head in with his gauntlet.
The Governor walks through the cloud of smoke in the pit and nonchalantly shoots a zombie that lunges at him.
A little girl is almost grabbed by a zombie, but one of the Governor's guards saves her in the nick of time and shoots the creature.
A guard shoots a zombie using Daryl's crossbow. The guard then gets knocked out by Merle who gives the weapon back to his brother.
Walkers start massing near the barricade and Merle smacks one down to the ground and pounds its head in. Daryl and Maggie shoot several others.
Donna - A member of Tyreese's group, portrayed by Cherie Dvorak. She appears alive in the previous episode but is bitten by a zombie. After Tyreese and the others make it to the prison and meet with Hershel, they prepare to put her down so that she won't reanimate. Her death isn't shown and all that is seen of her this episode is her body wrapped in cloth.
Rick, Glenn and Maggie check on an abandoned pickup truck in the middle of the road. Glenn opens the driver's door and a zombie tumbles out. Glenn kills the zombie by stomping on its head until its brains spill out.
A riot breaks out in Woodbury following the events of the night before. As frightened residents flock to the front gate demanding to be let out, their cries attract several zombies outside. Some of the zombies are shot by Martinez.
During the night, a few zombies were able to breach the gate and appear in town the following day while people are clustering at the gate. One man is tackled by two zombies and they start to feed on him. Andrea shoots the zombies, but their victim is still alive and pleading for help. The Governor then comes out of his apartment and shoots the man before going back inside without a word.
Rick continues to be haunted by hallucinations of Lori and as he cries out in his mania, his friends misinterpret his rantings as refusal to let Tyreese and his group move into the prison.
Rick's visions of Lori continue and he sees her standing over the graves of his fallen friends. When he goes down to see her, she is gone. He looks around to find her outside the prison fence and goes out to meet her on a small bridge over a creek.
Daryl and Merle come across a group of survivors under attack by zombies on a bridge. One of the survivors shoves a zombie off the bridge and into the river below.
Three zombies are shot by two of the Hispanics on the bridge.
The younger Hispanic drops his gun as a zombie grabs his leg, but Daryl shows up and kills the attacking walker with a crossbow shot.
After shooting a second zombie, Daryl retrieves the arrow and stabs another zombie.
Three zombies are surrounding a car with a Hispanic woman and her baby inside. Daryl shoots one of them, bashes the other one against the car window and slams the boot door down on the last one's head.
Daryl, Merle and the Hispanic man shoot the remaining zombies on the bridge, except for the last one. Daryl stabs the last zombie in the head then kicks the creature off the bridge.
The Governor leads an attack on the prison and his men drive a truck through the gates, unloading a horde of zombies in the yard.
Hershel ducks down in the tall grass and shoots two of the zombies in the yard.
Maggie shoots one of the Woodbury snipers on the outer guard tower.
The battle draws the attention of a swarm of walkers outside the fences. One of them approaches the Governor from behind but he turns and shoots it.
Rick shoots three approaching zombies before he runs out of ammo.
Hershel shoots another zombie with a handgun.
Michonne rushes through the yard and starts decapitating zombies left and right with her sword.
Rick pistol-whips a zombie into submission.
Two zombies have Rick pinned against the fence but he is saved by the timely arrival of the Dixon brothers. Daryl shoots one with his crossbow and Merle impales the other with a metal spike.
Rick and Merle beat down three more zombies as Glenn drives the others back to the courtyard.
While Andrea and Milton are out in the woods capturing a walker, another walker appears and Andrea slugs it across the head with a hatchet.
Another walker approaches Milton and Tyreese bursts out of the brush and hammers it in the head.
Andrea's captured walker has its arms chopped off and its teeth smashed out, making it relatively docile. Taking the disarmed zombie by a leash, Andrea walks to the prison to meet with her old group. Some zombies in the field still take notice of her and she smashes one's face in with a hatchet.
At the beginning of the episode, Rick, Carl and Michonne are driving down the road and a lone backpacker calls for them to stop. Michonne ignores the man and keeps on driving.
The car gets stuck in the mud as the trio try to navigate around a pile-up of wrecked cars. Zombies surround the car and Rick opens his window just enough to extend the barrel of his magnum out and blow a zombie's brains out. The scene transits to Rick gathering supplies from the derelict cars so it can be assumed that he killed all of the walkers beforehand.
The backpacker that Michonne passed earlier appears again, having ran after the car all the way to the roadblock. Again, his pleas for help are ignored and Rick and co. leave him behind.
The trio return to Rick and Carl's hometown in King's County to find supplies. While there, they notice signs of activity: the streets have had arrows and warning signs spraypainted in various areas and Rick also walks past a large mound of incinerated bodies. The town square has been fortified with numerous traps and barricades for keeping walkers out and signs painted warning the living to stay away.
A lone zombie follows the trio into the town square only to get shot by a sniper on the roof of a building.
Disobeying his father's order to go back to the car, Carl shoots the mysterious gunman when he comes down to ground level. The gunman is wearing kevlar and survives. Rick removes his helmet and mask to discover that it is Morgan, the man who helped him back in the first episode of Season 1.
Carl and Michonne head out to find a crib for Judith and Carl tries to run off while Michonne dispatches a walker.
A zombie is attracted by a rat in a cage and walks straight into one of Morgan's traps, impaling itself on a spike and getting stuck.
Carl and Michonne sneak into a cafe by using some of Morgan's caged rats as bait. Wheeling them in on skateboards, the zombies inside the cafe focus on the rats while Carl goes up to the bar to get a picture of his family hung up on the wall. A zombie underneath the bar gets up to grab him, but Michonne impales it through the head.
One of the rats escapes and the zombies follow it, running into Michonne and Carl. Carl shoots one and Michonne slays two more before they get out and shut the doors behind them.
One the way back to the prison, the trio pass by the pile-up they hit earlier and once again find the backpacker who pleaded to them for help. This time the backpacker is dead, torn apart by zombies. His backpack full of supplies lies a few feet away from his remains and Rick picks it up before moving on.
While Rick and the Governor negotiate inside a barn, Daryl, Andrea and Martinez take notice of a group of zombies in the nearby feed mill. Andrea stabs one in the head, Daryl shoots one with his crossbow and throws a knife at another. Martinez smashes the skulls of two more with a metal baseball bat.
In Woodbury, Tyreese and Sasha are posted on one of the barricades and Tyreese is practising with a rifle. He wastes three bullets before taking down a lone walker.
Andrea leaves Woodbury and heads for the prison, moving through the woods to avoid being spotted by any of the Governor's people. She is attacked by three zombies but manages to knock them down and stab their brains.
Andrea is pursued by the Governor himself and tries to hide in an abandoned warehouse. Inside, a zombie sneaks up on her but she stabs it in the head.
A zombie walks into the Governor's path and he grabs its head and shoves it down on a metal spike.
Two more zombies attack the Governor and he shoots them. One of them is still active after the gunshot but the Governor takes a shovel and cuts the creature's head in half.
Andrea is backed against a door by the Governor, but on the other side of the door is a large group of zombies. Andrea opens the door and lets the zombies out and they attack the Governor, giving her the chance to escape. It is unknown how many zombies the Governor kills, but he shoots several of them and kills another with a hook on a chain.
In the night, a mysterious figure visits the Governor's walker pits where he lures and captures zombies. The figure douses the pits and pen in gasoline and sets them ablaze, destroying the undead within.
The next day, Shumpert arrives at the pits to find the zombies have been torched. A few zombies are still active despite being roasted.
Michonne slashes a couple of zombies in the field in front of the prison.
Merle and Michonne slay a group of walkers down in the tombs.
Merle captures Michonne and leads her down a desolate road. They come across a single zombie and Merle decapitates it with Michonne's sword.
While conversing with Michonne, Merle admits to killing 16 people since the apocalypse occurred.
Merle tries to hotwire a car but sets the alarm off, attracting many walkers. Michonne, in spite of having her hands tied to a post, manages to knock a zombie down and stomp its brains out. She then uses the wire she's tied with to decapitate another zombie.
Merle pulls a gun and shoots five more zombies, including one about to bite Michonne.
After letting Michonne go, Merle turns up his car's stereo and lures a herd of zombies to the feed mill where Rick previously met with the Governor, where Rick was to meet with him again and hand over Michonne. The Governor and several of his men arrive to find walkers everywhere and a shootout ensues. As the Governor's goons fire on the walkers, Merle hides inside a shack and shoots at the triggermen.
One of the Governor's men is wounded by Merle and then devoured by the zombies.
Daryl later arrives at the feed store and shoots a zombie while its feeding.
The Governor tells Milton that he lost eight men in Merle's ambush.
The Governor and his troops begin their assault on the prison, blowing up the guard towers with grenade launchers and mowing down every walker in the field with heavy machine guns.
The Governor's troops search the prison tombs only to set off a rigged flashbang which disorients them. A group of walkers advance on them but the troops gun them down before running out of the tunnels.
The Governor and his people pull out after finding that the prison is too well defended. Most of them get away in vehicles but one teenager gets left behind to flee on foot. He crosses paths with Carl and Hershel to tell him to drop his weapon. Instead of dropping it, the teen slowly hands his shotgun to Carl. Carl responds by shooting the teen, making this the first time he has had to kill a living human.
After the failed attack on the prison, the Governor's soldiers refuse to go back. The enraged Governor responds to this treason by mowing his people down with an assault rifle.
Rick and Daryl head out for Woodbury and we see Beth and Carol kill four walkers by spiking them through the fence.
Karen, one of the Woodbury soldiers, is the only person left alive after the Governor's outburst. She survived by hiding under the body of one of her comrades.
When Rick and co. arrive at the scene of the Governor's slaughter, several of the dead have reanimated and started eating the ones that didn't. They kill all of the zombies present before finding Karen inside the Jeep.