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"Say the Word" is the fifth episode of the third season of AMC's The Walking Dead. It is the twenty-fourth episode of the series overall. It premiered on November 11, 2012. It was written by Angela Kang and directed by Greg Nicotero.


After another loss, Rick struggles. Michonne remains suspicious of the Governor as he throws a party with a unique twist for the people of Woodbury.


The residents of Woodbury enjoy a midday barbecue while Andrea shares a cold drink with Milton. She fishes for details about the evening's planned events but he says that "Mere words cannot adequately describe the festivities ahead".

Meanwhile, the Governor brushes a young girl's hair in his living room. When he accidentally tears a chunk from her scalp, we see that she's the Governor's undead daughter Penny. "It's alright," he coos, gently stroking her head as she snarls. "Daddy still loves you." After restraining her and placing a cloth sack over her head, the Governor glances out his window, where he notices Michonne glaring up at his room from the sidewalk.

In the prison yard, Rick reels with grief over Lori's death. Grabbing his axe, he strides into the cell block and begins slaughtering walkers.

Hershel informs the group that the baby is healthy but requires formula in order to survive. Daryl and Maggie hop on the motorcycle to scavenge for supplies.

Back in Woodbury, the Governor leads the townspeople in a toast. "We've built a place we can call home," he says. "Today, we celebrate how far we've come." Andrea smiles as everyone cheers.

As the party continues, Michonne sneaks into the Governor's apartment to retrieve her katana. She rifles through his journal and discovers a list of names, the last of which, "Penny", is underlined. She hears thumping in an adjacent room, but before she can investigate, the Governor's unexpected return forces her to hide. She overhears Milton begging the Governor to hold off the evening's event so he can run an experiment, but the Governor refuses.

Later, Michonne wanders into an industrial courtyard near Milton's lab, where she discovers a cage full of walkers. She releases the walkers and skillfully slaughters them. She's standing there smiling at the carnage when Tim, carrying a bucket of human appendages, catches her.

Back at the distribution center, the Governor admonishes Michonne but also praises her fearlessness, inviting her to join his research team. She makes a guess and confronts him about Penny.

"You know about Penny?" he says. "Then you know I loved her."

"Bet you say that about all the girls," Michonne replies. She snatches her katana out of his hands and holds him at sword point, before slipping out the front door. Afterwards, to Merle, the Governor plays down the importance of what happened; he tells Merle that he will handle things and instructs Merle to go with the research team and retrieve more "grist for the mill".

In the prison yard, Axel and Oscar assist Glenn in digging three graves.

"A third of our group in one day," Glenn mourns privately with Hershel. "Because of one asshole," Hershel adds. Glenn wonders if they should have killed off all the prisoners at first sight.

Meanwhile, the Governor informs Andrea that Michonne is frightening residents, and mentions the slaughtered walkers. When Andrea questions why he's keeping captive walkers, he says he has reasons but won't explain further.

Andrea discovers Michonne, who is urgently packing their bags. Michonne insists that they should depart Woodbury. "No one who comes here leaves," Michonne notes. Andrea argues that Michonne has the wrong idea about Woodbury.

Inside of the prison, Glenn follows a trail of dead walkers where he finds Rick standing in a daze. Glenn gently urges Rick to join them outside, but Rick slams Glenn against the wall and stalks off without a word.

Milton, Merle, and the research team drive a tow-truck to an off-site pit, where they hoist out a netted trap full of walkers. Merle taunts the walkers, then holds one down before pulling its teeth out with pliers.

Elsewhere on the road, Daryl and Maggie locate an abandoned daycare center, where they scavenge for bottles and formula.

Back in Woodbury, Andrea and Michonne approach the perimeter gate, bags in hand. Merle stops them and confers with the guard, then agrees to let them through. Andrea points to the open gate, where debris and garbage lays about, as proof that Michonne is being paranoid about Woodbury.

"Are you coming or not?" Michonne asks, and then proceeds through the gate alone when Andrea is unsure about the offer.

Later that evening, the Governor consoles Andrea and proposes a drink and something to take her mind off losing her friend. She takes his hand and they stroll down the street.

Back at the prison, Daryl and Maggie rush into the cell block with the baby supplies. Daryl cradles the baby and gives her a bottle. Carl suggests naming his sister after one of their group's deceased females, but can't decide from among all of the names. The group laughs at Daryl's alternate suggestion: "Lil' Ass-Kicker" as a joke.

Rick discovers the boiler room where Lori died, identifying it by the knife and birth fluids on the floor, and collapses to his knees. Lori's body is missing, but he follows a blood trail until he discovers a bloated walker that has consumed her entire corpse, and is in a stupor from having overeaten. He shoots the walker in the mouth, before repeatedly stabbing its full belly, crying out for Lori.

That night, the Governor escorts Andrea to the main event: a gladiator fight between Merle and Martinez, surrounded by chained walkers. Residents fill risers around the makeshift arena, cheering wildly. "What the hell is this?" Andrea asks, calling it barbaric and starting to leave. The Governor privately reassures her that the fight is staged, with the walkers' teeth removed, explaining that it helps residents "blow off steam".

The next morning, Daryl lays a Cherokee Rose on Carol's grave.

Rick, meanwhile, sits slumped on the floor of the boiler room, exhausted and numb. In his dazed mind, he distantly hears the baby wail, then suddenly the ringing of a nearby phone. Stunned, he picks it up and answers, "Hello?"

Other Cast





  • First appearance of Mr. Richards.
  • First (and last) appearance of Emily Coleman. (Alive)
  • Last appearance of Mrs. Foster.
  • The title of the episode, "Say the Word", refers to Daryl's willingness to go on a supply run for the baby, and the fact that Daryl offers to get it immediately, as well as Maggie and Glenn. 
  • The Governor's list that Michonne stumbles upon contains the names of several key characters from the novel The Walking Dead: Rise of the Governor.
    • The first three show the names of Brian, Bobby, and Nick, as well as the last name on the list of Penny. This suggests the TV Series is at least partially following the canon history of the Governor established in the Novel Series. This is further backed up by Morrissey stating that he read Rise of the Governor whilst preparing for the role.
    • The other names on the list include: Alice, Susan, David, Emily, Brandon, Jennifer, Zachary, Drew, Taylor, Melissa, Holly, Jonathan, Richard, Keith, Leah, Elliot, Nicole, Patrick, and Elizabeth.
  • Rick saying "Hello?" in the final scene is the only time he speaks in the episode.
  • Michonne spots the bag of guns that belonged to Rick while trying to pry open a door in the Governor's house, as Andrea was in possession of the bag and her weapons were taken away by the Governor.
  • Although listed in the main and guest credits respectively, both Sarah Wayne Callies and Melissa McBride, whose characters are presumed dead by the rest of the group, do not appear in the episode.
  • For the arena fight, Merle donned the same outfit he was first seen in when he was introduced in the Season 1 episode "Guts".
  • The book on a table in the Governor's apartment is The Things They Carried by Tim O'Brien. 
  • A reference of a famous zombie known as "Flyboy," was added in the episode. "Flyboy" was known for being Stephen Andrews, one of the protagonists of the 1978 classic Dawn of the Dead.
  • This episode marks the last time Glenn wears his hat, which he wore frequently throughout Season 1 and Season 2.
  • While Daryl and Maggie are out looking for supplies for the baby at the daycare center, Daryl looks at a list of names that makes him appear sad. This is because of one of those names was "Sofie", which possibly reminded him of Sophia Peletier, whom he failed to save in Season 2. 

Comic Parallels

  • The Governor spending time with a zombified Penny in his apartment is adapted from Issue 29
  • Michonne putting down the walkers used for the fight arena entertainment is adapted from Issue 31
  • The Woodbury fight arena entertainment is adapted from Issue 27
  • Rick answering a mysterious phone is adapted from Issue 51.

Episode Highlights



  • When the Governor is "interrogating" Michonne privately, the shadow from the boom mic is visible just above his head.
  • When Michonne is slaughtering the walkers, she "stabs" one in in the shoulder, but it is clear that her katana is by the left side of the walker, and can be shown beside it for a second.

External Links