The Governor rallies his group for an assault on the prison, using the captured Hershel and Michonne as hostages to avoid any bloodshed. Hershel attempts to barter with The Governor, saying their groups can coexist in the prison peacefully, but The Governor isn't interested. The Governor leaves Lilly and Meghan near a river to keep them safe. At the prison, Daryl is infuriated with Carol's banishment, but when the two decide to tell Tyreese about Carol, Tyreese finds a dissected rabbit, and believes there is still a killer in the prison. Before they can investigate, the Governor arrives and orders Rick's group to leave the prison, or his army will force their way in. He rejects Rick's proposal for them to coexist within the prison and decapitates Hershel with Michonne's katana, provoking a firefight between the two groups. Michonne escapes in the commotion. Lilly, who had witnessed Hershel's execution, arrives with Meghan, who has died from a walker bite, and The Governor shoots Meghan in the head. Having lost his new family's trust and Meghan's life, The Governor loses his purpose for the prison and orders his army to kill everybody in the prison. Mitch destroys the fences with the M60 Patton, rendering the prison vulnerable and prompting the remaining prison inhabitants to flee. Rick ambushes The Governor, and the two begin brawling. Tara flees the battle. The Woodbury group fires on The Governor's army, killing many as walkers begin to pour into the prison, and the survivors scatter as they escape. Daryl disables the tank by dropping a grenade down the barrel of the tank's cannon and then kills Mitch before leaving the prison with Beth. The Governor physically overpowers Rick and has nearly killed him when Michonne runs The Governor through with her katana. Rick finds Carl, and the two find Judith's bloody, empty baby carrier. Devastated, Rick and Carl retreat from the prison on their own. Meanwhile, Lilly finds the dying Governor lying on the ground outside the prison and kills him by shooting him in the head.