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Walking Dead Wiki
Walking Dead Wiki
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Walking Dead Wiki


The Assault on Woodbury is a major battle that took place during the third season of AMC‘s The Walking Dead.

Battle[]

Andrea tells the Governor she wants to help Milton cremate Michael Coleman. He hugs her and says, "Woodbury's starting to grow on you." In his secret room, the Governor opens Penny's cell. She runs out but is stopped short by a chain around her neck. He sings a lullaby and caresses her as she snarls at him. He then realizes that Penny is staring at the meat in the bucket and not him. "Look at me, baby," he says. Getting no response, he yells in frustration and thrusts her back in the cell.

In the interrogation room, Glenn Rhee and Maggie Greene huddle several feet away from the walker that Glenn killed. Maggie confirms that the Governor didn't rape her. Glenn yanks off the walker's arm, snaps the forearm in half and hands Maggie a shard of bone to use as a weapon.

At Woodbury's perimeter, Rick Grimes and the rescue team deliberate their next move. Michonne disappears but soon returns, having found a point of entry.

The Governor tells Merle Dixon about his plan to wipe out Rick's group and let walkers repopulate the prison. He suggests Merle enlist Daryl as their inside man. "Nothing happens to Daryl," Merle clarifies. "Of course not," the Governor reassures Merle, ordering him to bring Glenn and Maggie to the "screamer pits" before Andrea finds out about them.

Meanwhile, Merle goes to collect Glenn and Maggie but the two stage an ambush. Maggie stabs one of Merle's men, Warren, in the throat but before they can overpower Merle, a group of Woodbury soldiers enter and restrain them.

Rick and the rescue team follow the sound of gunfire into the warehouse where Glenn and Maggie are being held. Rick releases a smoke grenade, enabling the group to escape with Glenn and Maggie. As gunfire erupts in the street, the Governor tells residents to hunker down at home. He tells his men, "We are under attack, don't take any chances trying to take prisoners. You shoot to kill."

The rescue team regroups in Woodbury's distribution center, where Glenn tells Daryl that Merle is alive and working for the Governor. "He was gonna execute us," Glenn says. Daryl wants to find Merle to try and convince him to let them go, but Rick insists that he stays by his side.

The Governor confers with his men and tells Andrea to check in on the residents. She wants to fight, but he ignores her request. Meanwhile, Michonne sneaks into the Governor's apartment and waits for him to return.

The rescue team makes a run for the wall. Andrea, disobeying the Governor, shoots at them, not knowing who they are. She tells the Governor she spotted a man in a prison jumpsuit. "Black guy, young" she says. "Escaped convicts", he tells her.

As they escape, Rick hallucinates Shane Walsh emerging from a cloud of smoke. Momentarily stunned, he watches as "Shane" shoots Oscar dead. Rick guns him down, only to realize that it wasn't Shane, but in fact a Woodbury resident. After yelling to an unresponsive Rick, Maggie shoots Oscar in the head to prevent reanimation. The group climbs over the wall and hides in the bushes to plan their next course of action, although Daryl and Michonne are still missing from the group.

At the prison, Carl Grimes and Hershel Greene hear screaming coming from the tombs. Hershel attempts to stop Carl from investigating the noise, but decides to let him go. Carl investigates and finds Tyreese's group fighting walkers in the boiler room. He urges them to follow him.

Back at the Governor's apartment, Michonne hears a thumping noise, leading her to discover his secret room. She unchains Penny, thinking it's his daughter and he has locked her up, before realizing she's a walker. As she positions her sword to kill Penny, the Governor comes in. Horrified to find Michonne holding Penny hostage, he surrenders his gun. "Don't hurt my little girl!" he pleads. Michonne, disgusted, stabs Penny through the head, killing her. The Governor, overwhelmed with grief and anger, attacks Michonne in a rage. As the two grapple, Michonne smashes his walker head aquariums and pulls them off the shelf. The Governor starts to throttle her and drag her towards a snapping walker head. Michonne manages to grab a shard of broken glass and stabs him in the eye.

The Governor reels as Michonne prepares to finish him off with her katana. But then, Andrea walks in and draws her gun on Michonne. The two face off, but ultimately, Michonne flees. The Governor cradles Penny's body, devastated.

Back in Woodbury, Dr. Stevens places gauze over the Governor's ruined eye. Andrea demands an explanation for his fight with Michonne, the walker heads in the tanks, and Penny. He tells her he forced himself to look at the heads to prepare him for the outside world, but evades her other questions.

Merle, Haley and Milton check in on the Governor, asking what happened. "I was attacked," the Governor says, glaring at Merle. Merle's previous lie about killing Michonne is now apparent.

Just outside Woodbury, Michonne rejoins the rescue team as they wait for Daryl. Rick demands to know why she disappeared and threatens to kill her. She reminds him that he still needs her help rescuing Daryl and getting Glenn and Maggie back to the prison.

In the arena, the Governor addresses the town's citizens, declaring that Woodbury was attacked by Rick's group, whom he calls "terrorists", and accuses Merle of betraying the people of Woodbury. His men drag Daryl into the arena as proof of Merle's complicity. "Kill them!" the crowd chants. Andrea stares at Daryl, stunned.

"You wanted your brother," the Governor tells Merle, "now you got him." The bloodthirsty residents cheer.

In the arena, the Governor declares that Merle and Daryl will fight to the death. Andrea begs the Governor to stop, but he insists it's out of his hands and up to the crowd. Merle kicks Daryl down, some of the Woodbury guards bring in walkers, and Merle tells Daryl to follow his lead, Merle states he will get him and Daryl out.

Rick and Maggie fire into the crowd, Rick throws a gas-grenade, flooding the whole arena with smoke. The group rescues Merle and Daryl, killing Haley in the process. Merle kicks down a fence and guides the group away from Woodbury. A walker finds its way to the breach in the fence and enters the town, with more walkers later following.

Later, Rick and the group rendezvous with Glenn and Michonne at the car where they last parked it. Glenn raises his gun at the sight of Merle and Michonne brings out her katana. Merle laughs off the threat and informs Michonne that Andrea is sleeping with the Governor. The group is shocked to learn Andrea is alive and well in Woodbury.

Meanwhile, Rick, Glenn, and Maggie refuse to let Merle accompany them back to the prison. "Don't ask me to leave him. I already did that once," Daryl says. Realizing they're at an impasse, Daryl parts ways with the group and disappears into the forest with Merle.

Result[]

Casualties[]

Woodbury[]

Rick's Group[]

Trivia[]

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