Tyrese is moving through the woods killing walkers as he goes. The group the group he is traveling with gets surrounded by walkers and they are forced to run. One of their members is bitten by a walker and Sasha insists that the bitten woman be left behind when they get to the back entrance to the prison, but Tyrese says not to leave her behind because she will be eaten alive.
Andrea is in Philip's room looking at the picture of his family, when he approches her from behind. Andrea tells him that the people he brought together are helping each other through this mess. Philip say that Woodbury is starting to grow on her. She eases out of his embrace. Alone, Philip turns on some music and then calls to Penny, his zombie daughter. She comes running out with a bag on her head snarling at him. It's clear that Philip had Milton run the test to see if there was a way to bring back any part of his little girl. Philip screams at Penny to look at him but she continues to growl.
Glenn asks Maggie if Philip raped her and she tells him no. "All this time runing from walkers, you forget what people do. Look at what they did to you," Maggie says. Glenn again asks if she was violated and Maggie tells him no. Glenn is badly beaten with his chest covered in blood. He walks over to the dead walker, rips off the arm, then a bone and hands it to Maggie.
Rick et al are stationed outside of the gates of Woodburry. Inside, Woodbury Philip plans to have Merle turn Darryl into their inside man. Philip wants to let the prison be over run once again and plans to wave a flag of peace to get Rick's group to trust him. Merle does take the time to insist that nothing happen to his brother. Michonne is sneaking the group in the back way but when she does not immediately find Glenn and Maggie they get suspicious. Rick tells Darryl and Oscar that if this goes south, they are to cut Michonne loose. A man walks into the room because he heard something and when Rick asks where his people are, the man says he does not know and so Oscar knocks him unconcsious.
Beth is sitting with Axel and he asks how hold she is and comments how good she is with the baby. Carol interrupts the conversation and tells Axel to stay away from Beth. Axel says that he has been locked up a long time and that Maggie is with Glen and Carol is a lesbian, so that leaves Beth. Axel has determined that Carl must be a lesbian because she has short hair. Carol tells him that she is not a lesbian and when Axel suggests that this is a good thing and gets flirty, Carol makes it clear that she has absolutely no interest in him.
When people enter to check on Maggie and Glenn, they attack using the bones of the dead walker. Merle overpowers Glenn but Maggie has picked up a gun and screams to let Glenn go. What she does not know is that Philip's men are armed and sneaking up behind her. Glenn and Maggie are on their knees and hoods are placed over their heads. They are being lead out of the room, when Rick and the group throw smoke bombs in their path.
Andrea says that she heard the shot and volunteers to check but the governor tries to blow it off a walkers, until one man says that he was attacked by a group of strange men. The governor gives orders to shoot to kill. Rick et al slip into a room and Glenn tells Darryl that this was Merle's doing and admits that they told Philip where the prison was. Darryl says that if Merle's around that he has to see him and wants to work something out. Rick says that he needs Darryl and that Glenn can barely walk, though he says that he is fine. Darryl agrees to go with Rick.
Philip sends Andrea to go door to door to check on the residents and Andrea says that she has a lot of experience can handle this. Philip tells her to do as he asks and she acquiesces. Michonne has used the confusion to slip into Philip's apartment. She sits on a chair with her katana on her lap.
The group throws smoke bombs into the streets to help cover their exit and begin shooting. At the sound of the firing, Andrea grabs her gun. She begins to shoot and Philip asks her if she is alright. Andrea says that she saw at least one of them wearing a prison jump suit. Philip instructs her to get off the streets and moves forward. Darryl tells them to go and that he will lay down cover fire. In the mist, Rick believes he sees Shane coming towards him. Rick shoots the man he thought was Shane but not before Oscar catches a bullet.
Back at the prison, Hershel tells Carl that it's time for a rest. Carl asks about how much formula they have and when he learns that they only have enough for a month, Carl says that he will go for some next week. Hershel says that his father will be back by then but having seen what happened to his mother Carl is not holding out much hope and points out that his sister is all he has left. When they hear sounds deeper into the prison, Carl says that he is going to check it out. Hershel tells him that he can't let him go down there, but Carl answers, "my father would go down there." Carl is down by the boiler room and he sees Tyrese fighting off zombies and uses his gun to shoot some of them. Carl instructs Tyerses group to hurry and they start running through the prison.
In Philip's room Michonne hears a noise and kicks a door open only to find his collection of heads inside of aquariums. To her right she sees Penny's cage and opens it up. Because Penny is clean, Michonne believes that she has found a little girl, rather than a walker and unhooks her chain It's only when she takes off the hood, she realises that Penny is a walker. Michonne lifts her katana but Philip screams no and then puts down his gun and says, "it's me you want. There's no need for her to suffer." Mchonne says, "she doesn't have needs." Philip starts to beg Michonne not hurt Penny, but Michonne puts her katana through the back of Penny's head. Philip tackles Michonne and they begin to fight. Michonne knocks over the aquarium and the heads are sill alive. She manages to grab a piece of glass and puts it in Philip's eye. Just as she raises her katana to kill Philip, Maggie walks in holding her gun asking, "what have you done?" Michonne puts down her katana and walks away but when Andrea goes over to help Philip, she sees his macabre display and him crying holding Penny's corpse.
Back at the prison, Carol ushers Tyrese's group to safety. When Carl notices that Donna is bitten, he says that he can take care of it. At this point Carl is just matter of fact about doing what needs to be done. Tyrese says that they take care of their own and he pulls out a hammer. While Tyrese is focused on taking out Donna, Carl locks them in and says that they are in a secure room with food and water. Carl refuses to let them out and Tyrese says that this is the best they have had in weeks and that this is Carl's house and therefore Carl's rules. Beth asks if they should help them and Carl answers, "I did."
The doctor is looking over Philip and says that the glass has done a lot of damage. Andrea asks for a moment and asks why Philip was fighting Michonne and about the fish tanks. Philip says that he made himself look at them to prepare him for the horror outside. Milton enters the room and asks if Philip is alright followed quickly by Merle. Philip says that he was attacked and Merle promises to go after Rick's group in the morning.
Rick's group is trying to stay out of the spotlight, when Michonne catches up with them. Rick orders her to put her hands up and turn around, and then takes her katana away. Rick tells her thanks for the help but Michonne points out that they still need her. Darryl is still on the other side of the wall and they have not made it back to the prison yet.
The residents of Woodbury have gathered and Philip walks out to address them. He tells them that there hasn't been a night like this since the walls were completed and that he thought they were passed the days when they all sat huddled and afraid. Philip tells them that he failed them, though he promised to keep them safe. Philip says, that he should say that they are safe but he won't because he can't because he is afraid. He refers to Rick's group as terrorists, who wants what they have and says that one of the terrorists is one of their own and points out Merle. Philip blames Merle for leading Rick's group there and letting them in. Darryl is brought in and Andrea is shocked when she sees him. Philip asks what they should do with them and the crowd starts to yell, "kill them." Philip says to Merle, "you wanted your brother, now you got him."
Okay first let me say that I am happy that Tyrese has finally made his way to The Walking Dead. At this point, though he has clearly seen a lot, he is not nearly as battle hardened as Rick. The mere fact that he continued to bring along a member of his group that was bitten rather than abandoning her speaks volumes. Unfortunately to make room for Tyrese, of course Oscar had to die. Is it really too much to have more than one Black man on the show at a time. We all saw this coming, but that doesn't make it any less problematic. I am happy to see the addition of another Black woman but am afraid that she will go the way of Jackie as The Walking Dead does not have a good record when it comes to their characters of color.
I think that it's clear now that we have seen the evolution of Carl. In Rick's absence he is absolutely in charge of the prison. I am disturbed by this because in essence they have supplanted a grown ass woman in favor of a child. Carl may have seen a lot in his short time, but why is he in control rather than Carol or even Hershel? I did however like that it was Carol rather than Carl who intervened when Axel was attempting to get close to Beth. I also liked that Carol pointed out that deciding that she was a lesbian from her haircut is ridiculous. It did however remind me that after three seasons, there still isn't a GLBT character on the show.
When Andrea walked into that room, there was more than enough evidence for her to really begin to think twice about Woodbury and Philip. Yes, she did ask a few questions but she seemed to accept his answers a little to readily for me. It's almost as though all the time she spent on the road meant absolutely nothing to her. I suppose we will have to wait to see what she does not that she has seen that Darryl is the one who has been captured.
I am upset by exactly how disposable Rick saw Michonne to be. She stopped just short of begging to go with his group. Though the fight with Philip was truly awesome, it has not escaped my notice that she is the only woman on this show to be treated so violently. Yes, Philip made Maggie strip and that was a violation, but Maggie was not beaten or attacked. I know that the writers saw the confrontation between Philip and Michonne, as a way to evolve Philip's character into the governor that we know from the comic books, but at the same time, it means that we had the development of a White male character at the cost of physical harm to a Black female character.
At this point in season three, it has far surpassed season two in terms of action and character development however in terms of gender and race, The Walking Dead has a lot of problems which they are nowhere close to solving.