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The Governor convinces his new community that it is in their best interests to take over the prison and if necessary, use force to do so. Not everyone is comfortable with that approach - Lilly and Meghan stay behind, with tragic consequences. The Governor and his crew appear at the prison and has two bargaining chips with him - Herschel and Michonne are his prisoners. He tells Rick to be out by sundown. Rick for his part tries to reason with him but the die is cast. In the ensuing battle, many - from both sides - are killed.
- Writers: Frank Darabont
- Stars: Alanna Masterson , Andrew Lincoln , Chandler Riggs , Christian Serratos , Danai Gurira , Emily Kinney , Josh McDermitt , Lauren Cohan , Laurie Holden , Melissa McBride , Michael Cudlitz , Norman Reedus , Sarah Wayne Callies , Scott Wilson , Sonequa Martin-Green , Steven Yeun