The show opens up with three soldiers in a helicopter scouting the area. The helicopter starts shaking and then goes down. In the distance Andrea and Michonne can see the smoke from the crash coming from the tress ahead. When they get to the crash site, Andrea stays behind as Michonne checks for survivors. As she is checking the pilot, a bunch of trucks come pulling up. Michonne runs back to Andrea, and both lay low to see whats this strangers are going to do. The group gets out of the trucks and start looking for supplies and for signs of life. The pilot is still alive and they drag him to one of there trucks. One man stabs the other two dead soldiers in the head, one had already turned.
As Michonne and Andrea try to stay quit, Michonne's two walkers start making noise. Michonne stands up and chops there heads off with two quick blows, and she kneels back down next to Andrea. The group collect what they can and load up the injured solider. Just when they two women think they are safe and the group is leaving, one of the men had stunk up behind them and tells them to drop there weapons. They turn around to see Merle, Daryl's brother, who is surprised to see Andrea. As he is talking to them a walker walks up behind him, Merle stabs the walker with a large knife connected to a metal casing that covers his amputated hand. Andrea passes out, and the group takes the two women with them.
Andrea wakes up and is being treated for her wounds and sickness. Merle comes in the room and Andrea and Michonne demand to know why they are being held there. Merle asks about his brother, and Andrea tells him whats happen since they left him on the roof cuffed to a pipe. As there talking another man comes in and Merle leaves. The two women ask for there weapons and why there are being held against there will. The man tells them that they can leave whenever they want and there weapons will be given back to them when they leave. They then ask about why he had stabbed the two dead soldiers. He tells them so they would not turn on them and explains how even if your not bitten that you change into a walker when you die. He then tells them to stay the night to rest up and heal.
As they walk outside it is now night time. Merle calls the man Governor and then take out some walkers coming towards the fenced town. The Governor tells Andrea and Michonne that they are in the town of Woodbury. The Governor takes them to a room with food, water, clean cloths, and a hot shower.
The next day Andrea tries to convince Michonne to stay a couple of days in Woodbury, but Michonne is not so sure of the place. Even though there are families walking around and guards at the walks and around the town at all times. Andrea also argues with Michonne that she don't know all that much about her in the seven months they've been traveling together. Mean while The Governor goes to a closed off part of the town where Merle and and man named Sean are. He sends Merle out and talks with Sean. On a table are the bodies of Michonne's decapitated walkers. The heads of the walker's eyes are still moving.
The Governor then goes and talks to the soldier that survived the crash. The solider tells him that he still had men waiting on him. The Governor convinces the soldier to tell him where they where so he could bring them back to Woodbury, and so they would be safe. The Governor then is seen driving up to the rest of the soldiers and gets them to lower there weapons. He then shoots one of them as Merle and other men from Woodbury pop out of cover and kill the remaining soldiers.
The group then drives into Woodbury with the soldiers vehicles, that draws the town's people to them. The Governor tells the people that the soldiers did not have the walls they had to protect them and that the walkers, or biters as he calls them, got to them first. He then tells them all to be grateful for what they have and told them to get home so they would not break curfew. Andrea asks him if she could help him with anything and for his real name. The Governor tells her he never tells anyone what his name. Andrea says,"Never say never" in which he replies with,"Never". The final scene shows The Governor in his apartment looking a fish tanks. The tanks don't have fish in them, but a bunch of heads of walkers, all with there eyes still moving side to side. There are also the heads of the two walkers Michonne had. At the very top tank was the head of the injured soldier that gave up the where a bouts of his fellow soldiers.
While there is not a lot of action in this episode, I fell they really got things moving towards big events for season 3. It was also a fresh break from Rick and his group. It looks like we are getting more into the prison in episode 3.4, but I hope we get more of the not so quaint little town of Woodbury.