It's also nighttime at the prison, and Hershel tells Carl and Beth that Judith's finally asleep, and that they have enough formula to get her through another month. Assuming they don't spill or spoil any, which as a parent I can assure you happens all the time. In the wee bleary hours of one morning I forgot to put the nipple on the bottle and when I turned it over to feed M. Tiny, I literally threw a drink in my baby's face. He took it pretty well, though. Anyway. Carl says he and Carol will go for more at the end of the week, and when Beth points out that Rick and the others will be back by then he glooms, "We don't know that. Right now Judith is the only family I got." Suddenly they hear a scream -- which sounds like it's coming from inside the prison, even though Carol and Axel are supposedly on lookout at the guard tower (what they're actually up to, I shudder to think). Hershel says they'll check the tower first and go from there. Carl grabs his gun to go check it out the noise instead, batting aside some pretty weak resistance from Hershel.
Carl makes his way through the bowels of the prison, following the sounds of the screams to right outside the boiler room. The memories of that place don't prevent him from efficiently head-shooting a walker that jumps out at him from nowhere, and he proceeds to the next area, where Tyrese and his group are in yet another pitched battle with marauding zombies. Carl shoots the last of the ones they're currently dealing with and yells, "Come on! Hurry!" They all move out, followed by walkers, dragging their bitten comrade, Donna, while Sasha and Carl fight a rearguard action. Carl says they have to leave her, but Tyrese refuses, and keeps schlepping her through the corridors in a fireman's carry, the better for her to take a chunk out of him when the mood strikes her.
Michonne is getting nothing from the Governor's front door, but after hearing some noises from behind the door to his creepy-ass den, she gets up and kicks that one open. There she finds the pyramid of fish-tank heads, and seems to recognize the helicopter pilot at its apex. Of course the source of the noise is behind the grate, so Michonne does what she does: opens it up and waits for whatever to come out. Seeing it's a little girl, she drops her sword in horror and tells Penny to come to her, apparently deaf to the soft zombie-snarls coming from under the head-bag. She undoes the chain at Penny's collar and pulls off the sack, which is of course when she first realizes what she's dealing with as Penny lunges at her. She grabs the girl by the back of the neck, turns her away, and raises her sword, and just then is when the Governor shows up in the doorway, screaming, "No!" with his gun leveled.