It's morning at the prison, and the gang is packing up. So after Rick offered them the choice of staying or going last week, it looks like they've made their decision. Carl puts his hard-won family photo with some other stuff into a ripped grocery bag marked "Judith" and stuffs that sad article into a duffel bag. Hershel packs a backpack of paltry medical supplies. Carl pockets his dad's old deputy's star, shoulders his bag, and puts on his stupid fucking hat. On his way to the car, Rick tries to talk to him, but gets shaken off. Glenn observes to Rick that he's never seen Carl this mad, because otherwise we wouldn't have been able to tell. "He's still a kid. It's easy to forget," Rick says. Before getting behind the wheel of the Hyundai, he pauses to look up at the catwalk, where the pregnant ghost of Lori is looking back down at him. Helpful as always.
Carol finds Daryl packing his motorcycle, saying, "Merle never did nothing like that his whole life." Carol says he gave them a chance. So that's Merle eulogized, then. Back inside the cell block, Rick's making a last dummy-sweep when Michonne comes and says they're ready. She says she's not mad at him for considering the deal with the Governor, and gets that he had to. She also thanks Rick for taking her in that first day when she showed. Rick claims it was the baby formula, and when she points out that he could have just taken it (which is probably selling herself short), he shrugs that it must have been something else. "It was Carl who made the call," he tells her. "He said you belonged here. You're one of us." Well, three cheers for Carl, then. Who'd have thought he'd turn out okay after all?
The governor is about to lead his men and women out of Woodbury for their attack on the prison, giving an angry speech about their enemies and those they've killed. They're all about to mount up, but Tyreese speaks up to say he and Sasha are out; they're here to fight walkers, not humans. He says they'll stay back to protect the children, and will be willing to leave after that, if that's what the Governor wants. The Governor glares hard at them, but merely takes a rifle from one of his men and hands it to Tyreese, growling "Thank you" in a voice deeper than the grave. Both Tyreese and Sasha look like they need a change of pants after that.
The whole convoy rolls up to the prison's open outer gates. Martinez announces their presence with an RPG to a guard tower, which blows up real good. Shump opens up with a deck gun, raking the walls with automatic fire. They drive on into the yard until the tires on one of the vehicles blows out on Michonne's spikes. Everyone is shooting from the backs of trucks, both at the prison and at the yard-walkers slowly converging. The zombies are cleared out in seconds, and messily. Most of the Woodburians jump out of the trucks and fall in on foot behind an SUV that crashes right through the inner gates to the inner yard, where they fan out, guns raised, until they realize nobody's here. At least not outside. So they use a truck-mounted cable to yank the grated door off the entrance to C Block, and Alan and Martinez are on point as they head on inside and find it abandoned. The Governor is disappointed to say the least, but pauses when he spots Hershel's Bible laid open to John 5:29 "And shall come forth: they that have done good, unto the resurrection of life; and they that have done evil, unto the resurrection of damnation." The Governor tosses the Bible aside, because that's how evil he is. As for Hershel, I'm surprised he would leave the behind just to give the Governor one last finger. About to lead everyone out of there, the Governor hears a noise coming from the catacombs. He came here with a giant hard-on for a fight, and he isn't going back to Woodbury with blue balls, so he splits everyone up into two groups to head inside and investigate.