"Prey" is the fourteenth episode of the third season of AMC's The Walking Dead. It is the thirty-third episode of the series overall. It premiered on March 17, 2013. It was written by Evan T. Reilly & Glen Mazzara and directed by Stefan Schwartz.
Back in the interrogation room, The Governor lays out implements of torture on a table, beside an old dental exam chair. Milton urges him to reconsider his plans for Michonne, but The Governor insists on avenging Penny. "It's all that matters," says The Governor.
Later, Milton divulges to Andrea that The Governor will kill everyone at the prison whether or not he gets Michonne. He takes Andrea to the second level of the interrogation building and shows her The Governor's torture chamber through a louvered opening in the wall.
The Governor then enters the chamber. Andrea aims her gun at him, but Milton wrenches it away. "I knew Philip before he became The Governor," Milton says later. "That man still exists." Andrea declares she's leaving to warn Rick.
Martinez stops Andrea on the street, and tells her to relinquish her gun, per The Governor's orders. The Governor approaches, and explains that he wants to protect Andrea from the violence. He asks her to accompany him to the rendezvous with Rick the next day, and she agrees.
Afterward, Andrea approaches Tyreese and Sasha as they're guarding the wall. She attempts to trick them into leaving their post, but they refuse. Andrea then confesses that she's leaving Woodbury. "The Governor is not what he seems to be," she warns before fleeing.
The Governor interrogates Tyreese and Sasha about Andrea's escape. "This isn't a prison camp, is it?" Tyreese asks. The Governor reassures them, saying he's merely concerned for Andrea's safety.
After the meeting, Milton implores The Governor to let Andrea go. The Governor realizes that Milton disclosed the ambush plan to Andrea, and slams Milton against a wall.
Meanwhile, Andrea sprints down the road to the prison.
Back in Woodbury, Allen yells at Tyreese for jeopardizing their standing with The Governor. They argue over the past: Allen blames Tyreese for emasculating him in front of his family. Martinez rounds them up for a task.
Andrea ducks into the forest as The Governor's truck approaches. While she hides, a group of walkers attack, but she manages to kill them with her knife.
Martinez brings Tyreese's group to the walker pit and asks for help rounding up the dead. Tyreese refuses to participate in a plan that involves feeding people to biters. He offers to leave Woodbury, but Allen intervenes and they fight. He claims that Tyreese always made him look weak, in front of his wife, Donna and son, Ben. They get into a brawl, Ben tries to stop him, but Tyreese is able to easily pin him to the ground and hold Allen over the walker pit. Allen yells "Come on! Do it!", and with Sasha's pleas, Tyreese pulls him away from the walkers.
Meanwhile, The Governor tracks down Andrea in his truck and chases her across a field. She flees to an abandoned warehouse.
The Governor finds the warehouse and stalks Andrea inside. "Come back to Woodbury," he says. "We need you." Eventually, he corners her at the door to a stairwell. She opens the door and slips behind it, releasing a herd of walkers on The Governor. She escapes as The Governor's screams echo behind her.
In the middle of the night, an unknown person douses the pit walkers in gasoline and lights them on fire.
Andrea reaches the prison perimeter and waves to the guard tower. Rick sees them in the corner of his eye, but The Governor tackles Andrea to the ground, putting his hand over her mouth to silence her. When Rick looks through his scope, they are already out of sight.
The next morning, Shumpert arrives at the pit and finds the scorched walkers.
The Governor returns to Woodbury in his truck and tells Martinez that Andrea is still on the loose. Martinez reports on the burned walkers, and his suspicion that Tyreese is responsible.
The Governor tells Tyreese and Sasha that the pit walkers were just a scare tactic and were never intended to kill people. Tyreese apologizes for being difficult. The Governor asks where Tyreese found the gasoline. "Come again?" Tyreese asks, confused. The Governor tells them to forget about it.
Later, The Governor runs into Milton on the street. "It's a real shame about the pits," says Milton. "I hope you find out who did it."
"Already have," The Governor replies, eyeing Milton.
Meanwhile, in The Governor's torture chamber, a gagged and bound Andrea sits strapped to the dentist chair, the pet walkers' chains dangling behind her.
- The title of the episode, "Prey", refers to Andrea being The Governor's prey.
- This episode was originally titled "Killer Within, Part II", but was later changed to "Prey."
- Rick and Michonne are the only prison group members that make appearances in this episode.
- This is the first episode where Rick appears but does not speak.
- The song that plays during the closing scenes is "You are the Wilderness" by Voxhaul Broadcast.
- If you look closely at the unknown person setting the walkers alight, you can see that the gloves belong to Milton.
- When The Governor whistles in the warehouse, he whistles the tune of the song that he sung to Penny.
- Starting with this episode, Carl has never appeared in the 14th episode of a season, having been absent in this episode, "The Grove", "Spend", "Twice as Far" and "The Other Side".
- Some of the torture implements that the Governor lays out on the table are a speculum, a syringe, a bone saw, a funnel, and a dental pick.
- Right before Phillip shoves Milton against the small fence, his eyepatch is below his eyebrow, however in the next camera angle, it is covering his eyebrow.
- About 20:30 into the episode, when Andrea is hiding from the truck and killing zombies, she stabs the second zombie and her hand gets covered in blood. The camera angle changes and she kills another zombie and runs, but her hand is clean.
- In the scene where Tyreese is fighting with Allen, he imobilizes him on the ground, however, again when the camera angle changes, he seems to be held above the hole with Walkers.
- When the Governor is hunting Andrea, he smashes a few windows in the building where she's hiding. When he breaks the first two, there's a jet of steam, showing that it was broken with compressed gas a split-second before he hit it with the shovel.