In the prison yard, while Carl and Beth loiter nearby, Axel talks to Carol about Rick, being understanding about the stress getting to him. He can even relate, saying he did better on the inside, where there were rules and life was simple. Carol asks if he missed his brother, and Axel scoffs that he didn't, what with the man's money problem: "He didn't lend me any." They laugh at this awful joke as Axel continues, "One time that sonofa--" But we never find out what that sonofa did, because Axel's story is rudely interrupted by a bullet through his brain. And that'll do it for the prisoners. He's dead before he hits the ground. Carol, Carl and Beth get low, Michonne creeps around her bus to see where the shot came from, and Rick turns around in the woods. And outside in the yard, standing next to an SUV with all its doors open so we know he didn't come alone, the Governor lowers a rifle scope from his one good eye. I hope for his sake that's not all he's got.
It's not. After the ads, Rick unslings the rifle from his back, and suddenly the footbridge where he made out with his dead wife is raked with gunfire. He dives for cover, so I guess the good news is that this has brought him back to the land of the living. Machine-gun bullets are pouring into the yard as well, as Carol rolls behind Axel's body to use it as a shield. If he hadn't been dead before, he would be now. One of the Governor's men has somehow climbed one of the guard towers and soon has Carl and Beth pinned down beneath some metal bleachers, no matter how much Carl tries to return fire with his little peashooter. Michonne, who has a rifle now, exchanges gunfire with the Governor at his position near the vehicle parked just outside the outer fence. Hershel's crawling through the tall grass, which is getting a much-needed mowing from the lead whistling over his head. Rick manages to get a few shots off at Martinez, but misses and nearly gets hit himself. Carl tries to get closer to the guy in the guard tower who's still shooting up Axel so much that his blood is splattering up onto the camera lens, and the Governor decides to quit shooting for a while and just enjoy the show.