Say The Word
- As Rick struggles to cope with his latest loss, Michonne grows suspicious of The Governor.
The episode begins with Andrea, Milton and the residents of Woodbury taking part in an outdoor barbecue. Milton makes a reference to some evening activites, but when Andrea asks him what will be happening, he remains coy and says words can't describe it.
In his apartment, The Governor is brushing a young girl's hair. It turns out that this is his undead daughter, Penny, who he has chained up. The Governor accidentally tears a piece of hair from her scalp, and after trying to calm her down, puts a sack over her head. He then looks outside and sees Michonne staring up at him from the street.
At the prison, Rick is near-catatonic after Lori's death in the previous episode. Consumed with anger, he gets up and walks into the infested cell block, carving through walkers with his axe. Outside, the group mulls over what to do, and Hershel explains that the baby needs formula or it won't survive. Daryl offers to make a run into town to look for supplies, and Maggie accompanies him.
The Governor heads outside to the barbecue and gives a toast to Woodbury and its residents. While this is happening, Michonne sneaks into The Governor's apartment and begins searching for her sword. As she investigates, she finds a journal with several names written in it. She is then forced to hide when The Governor returns from the barbecue, and overhears him speaking with Milton about not delaying the evening's activities for experiments. After he leaves, Michonne takes her sword and makes her way outside and stumbles, then wanders into a yard where several walkers are being housed in a cage. Eager for some practice, Michonne releases the walkers and skillfully slaughters all of them, only to turn around and see one of The Governor's men staring at her in shock. The Governor confronts Michonne about the incident, but praises her skill and invites her join his research team. She declines and brings up a name she read in the book - Penny. The Governor replies that he loved her, and Michonne takes back her sword and gestures towards him before leaving.
Back at the prison, Glenn, Oscar and Axel dig graves for Lori, Carol and T-Dog. Glenn and Hershel bring up T-Dog's past heroics, and the former asks if they should have killed all of the prisoners to begin with.
At Woodbury, The Governor speaks to Andrea about Michonne's behaviour, and warns her that the latter has slaughtered the captured walkers and scared the residents. Andrea asks why The Governor has caged walkers, and he responds that he can't explain further. Andrea goes back to her room and discovers Michonne packing. When Andrea questions her, Michonne says that Woodbury isn't what she thinks, and that no one voluntarily leaves the town.
At the prison, Glenn discovers a confused and silent Rick standing at the end of a trail of dead walkers. Glenn tries to get Rick to rejoin the group, but Rick angrily pushes Glenn against a wall before storming off. Meanwhile, Daryl and Maggie search an abandoned daycare for the needed baby supplies.
Merle, Milton and members of The Governor's research team drive to a pit where several walkers are trapped. Merle brings up a net filled with the trapped walkers and gets the other members of the team to restrain it while he uses a pair of pliers to pull out the walker's teeth. Later at Woodbury, Michonne heads to the gate with Andrea. After initially stopping them, Merle allows the guard to open the gate. Michonne moves to leave, and asks if Andrea is coming or not. When Andrea doesn't answer, Michonne walks through the gate and it closes behind her.
Daryl and Maggie return from their supply run with the needed baby supplies. As they feed the baby, Carl and Daryl try to decide on a name for the baby. Elsewhere, Rick discovers the boiler room where Lori died in, and follows a trail of blood that leads to a walker who has consumed her whole. In a rage, Rick shoots the walker in the mouth and stabs it repeatedly.
Later that evening, Andrea and The Governor share another drink, and he offers to show her something that will take her mind off Michonne. They head out into the town and go to the yard Michonne visited earlier, where the townspeople are now assembled. As he announces the night's festivites, Merle and Martinez (another of the Governor's men) enter, and it's revealed that they will be taking part in a gladiator fight where the ring is surrounded by chained walkers. Andrea is shocked, while The Governor explains that the fight is staged for the benefit of the residents.
Back at the prison, Daryl mourns for Carol, while Rick sits in the boiler room still shocked by what has happened. Suddenly, Rick hears a phone ringing nearby, and goes over to it to answer...
- An Axe to Grind: Rick kills a number of walkers in anger with a fire axe.
- Balloon Belly: A walker has gotten a massive, grotesque one from eating Lori's corpse by itself. It can't even get up, it's so full.
- Band of Brothers: Glenn makes this clear.Oscar: Your friends were good people. I'm sorry you lost them.
Glenn: They were family.
- Bread and Circuses: The Governor holds mock gladiator fights in Woodbury to entertain the residents.
- Call-Back: Daryl finds a Cherokee rose and plants it by Carol's grave.
- Continuity Nod:
- When the group is discussing what to name the baby, Carl rattles off the names of the female group members who died in the series to date.
- Glenn references T-Dog's church van (which the latter ditched in "What Lies Ahead") during a conversation with Hershel.
- Michonne finds the sheriff's bag Andrea brought from the farm in The Governor's apartment.
- Merle's outfit during the arena fight is the same one he wore during his appearances in the first season.
- When searching through the abandoned daycare, Daryl's view momentarily lingers on an artwork made by a "Sofie".
- Despair Event Horizon: Rick, as a result of Lori's death.
- Due to the Dead: See Never Found the Body, below.
- Heroic BSoD: Rick spends some time insensible in shock before going on his rampage.
- In-Series Nickname: Daryl elects to call the newborn baby "Lil' Ass Kicker".
- The Leader: Daryl takes over the group for the time being with Rick in a massive Heroic BSoD.
- Mythology Gag: Several of the names listed in The Governor's journal are characters from The Walking Dead: Rise of the Governor.
- Never Found the Body: The group couldn't find Carol's body, so they dug an empty grave and refilled it in her honor.
- Poor Communication Kills: Things might have turned out differently for Andrea if Michonne had been honest with her and explained what she found, instead of making vague references that Woodbury isn't what she thinks.
- Roaring Rampage of Revenge: Rick (still in anger and grief over Lori's death) goes on a warpath through an infested cell block, mowing down every walker in his way.
- Room Full of Crazy: Michonne finds the cause of the Governor's instability. His notebook, once used to write out his intelligent, detailed plans for Woodbury. Now it's just page after page of tally marks counting the days since Penny turned. This is ... more subtle than his closet full of severed walker heads.
- Sanity Slippage: Michonne discovers that The Governor has undergone this, via the journal that he wrote in.
- Sixth Ranger: Oscar and Axel are this, having been accepted into the group after their actions in the previous episode.
- Undead Child: Penny.
- Villain Decay: Andrea is upset with The Governor for inciting this by using walkers for entertainment, making people forget how dangerous they really are outside of Woodbury.