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"Made to Suffer" is the eighth episode and mid-season finale of the third season of AMC's The Walking Dead. It is the twenty-seventh episode of the series overall. It premiered on December 2, 2012. It was written by Robert Kirkman and directed by Billy Gierhart.


Andrea steps up as the people of Woodbury are thrown into uncharted territory. At the prison, a new threat arises.


A burly survivor, Tyreese Williams, his younger sister Sasha, and their fellow survivors Ben, Allen, and Donna, fight their way through a walker herd in the forest. Donna gets bitten, but Tyreese has enough compassion to bring her along until her husband Allen and son Ben are psychologically ready to let her go. The group seeks refuge in a crumbling building that is revealed to be the back side of the prison.

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.

Back at the prison, Axel flirts with Beth Greene, and Carol Peletier warns Axel to stay away from her. "Maggie's with Glenn, and you're a lesbian," he replies, noting the lack of available women. Carol clarifies that she's not a lesbian, then leaves when Axel gets flirtatious.

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.

Meanwhile, Carl leads Tyreese's group into the prison common room and insists that Donna be killed since she was bit in the arm by a walker before entering the prison with the others. "We take care of our own," Tyreese says. Sasha objects when Carl locks them in the room, but Tyreese points out this is the best living situation they've had in weeks.

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 townspeople cheer as the episode fades to black.

Other Cast

Special Guest Star





  • First appearance of Tyreese Williams.
  • First appearance of Sasha Williams.
  • First appearance of Allen.
  • First appearance of Ben.
  • First appearance of Betty Coleman. (Physically)
  • First appearance of Ms. McLeod.
  • First (and last) appearance of Donna. (Alive)
  • First (and last) appearance of Warren.
  • Last appearance of Oscar. (Alive)
  • Last appearance of Welles. (Zombified)
  • Last appearance of Dr. Stevens.
  • Last appearance of Penny Blake. (Zombified)
  • The title of the episode, "Made to Suffer", is a reference to how the Governor feels after his daughter's death.
  • This is the second episode to share the same title of a Comic Series volume, after "Days Gone Bye".
  • This is the second of four times where a character who is a young girl died in the mid-season finale being Penny Blake.
  • This episode marks Chandler Riggs, Laurie Holden and Steven Yeun's 25th appearance on the TV Series.
  • The lyrics to the song that the Governor sings to Penny are from the old nursery rhyme, "Bye, Baby Bunting".[1]
  • This is the last episode that has the TV-14 rating. It was changed to TV-MA in "The Suicide King".
  • This episode marks the first time Maggie is shown killing living people.
  • This the first time that the Dixon brothers Daryl and Merle are seen together in reality. The first time we see them together was in a hallucination of Daryl's.

Comic Parallels

  • The Governor planning to kill every survivor at the prison is adapted from a similar scene in Issue 30, where he plans to move the Woodbury residents there instead.
  • Axel thinking Carol was a lesbian is a reference to Carol kissing Lori in Issue 16.
  • Michonne fighting with the Governor in his apartment and stabbing him in one eye is adapted from Issue 33.
  • The Governor finding out one of his lieutenants lied to him about killing Michonne is adapted from Issue 47.
  • The Governor's speech to the Woodbury residents is adapted from Issue 43.

Episode Highlights



  • When the Governor addresses the town, the steadicam's shadow is briefly visible on the Governor's shirt, as the camera passes between him and the rigged floodlights.
  • When the Governor enters the room where Maggie is, you can't see Maggie's bra strap. The next time you see Maggie's back, her bra strap is visible.
  • One of the shots of the Woodbury residents gathering at the arena is actually from "Say the Word", when Merle and Martinez fight.
  • When Tyreese and his group reach the prison in the daylight and when they are being rescued by Carl and brought back to their cell block, if you look at the windows it is still light out, even though it could be a dark room with no lights, but it has been stated that the prison has no electricity.


  1. Darren Franich, 'The Walking Dead' recap: Can't Take Chances With These Terrorists, Entertainment Weekly, (December 2, 2012).