This is it. Some real s**t is about to go down. Mid-season finale. The Governor vs Rick. Will this be the last time we see this? The Governor has a mother f’ing tank for crying out loud! On to the show!

We start with The Governor talking his new troops into a full-on assault on the Prison. He paints the stakes, he lies about Rick’s group, he sells the Prison. As he continues to speak, we see the shots of the Governor capturing Hershel and Michonne. He tells his group that they can take the Prison without firing a shot. “We don’t need to kill anyone… but we need to be prepared to.”

He continues. Says Rick’s group is mostly thieves and criminals. “These people, they mutilated me, burned my camp, killed my daughter.” He definitely says the right things to set his people on attacking the Prison. You kind of feel like his speech is going to end in a slow clap.

The Governor goes to Hershel and Michonne and tells them his plan of not killing anyone at the Prison, trying to convince them of his intentions. It’s hard to tell if he actually believes his plan at this point. Hershel counters with the two groups living together but the Governor says that they never could.

The Governor continues to sell Lilly on his course of action and then goes to bond with Meghan. Has the Governor changed or will he once again lose it in some misguided attempt at control and power?

Back at the Prison we see that Glenn is recovering. Daryl confronts Rick about Carol. He’s pissed but ultimately he seems to understand, even if he doesn’t quite believe that Carol would be capable of something like that. They go to tell Tyreese but when they find him Tyreese tells them there’s something they need to see. He shows them an autopsied rat, neatly displayed. He says that a psychopath did this and it’s the same person that killed Karen. Just as Rick says that he doesn’t think it’s the same person the Prison is rocked by an explosion. The Governor has arrived. With a tank.

The Governor trots out his prisoners and insists on talking to Rick, who says he’s not the one in charge anymore. The Governor won’t let him off the hook. Daryl gives Rick the nod, Rick reassures Carl, and he heads down to the gate. Daryl tells Tyreese and Sasha to circle around the prison and to ready the bus in case things get bad.

Needless to say, Rick and the Governor don’t see eye-to-eye. The Governor wants them to leave, at any cost. He gives Rick’s group until sundown to leave or he’ll kill Hershel and Michonne. As Rick tells him that there are sick kids that won’t survive if they leave, some of the Governor’s group look a little unsure, though most probably don’t even hear Rick’s side of the argument.

Back at the Governor’s camp, Meghan is playing in the mud again while Lilly watches a walker approach from the other side of the river. As Meghan plays with a muddy sign, a walker bursts up through the dirt, grabs her, and eats a chunk of her shoulder. Lilly runs down and shoots it, but too late.

The standoff continues at the Prison. The Governor shoots two walkers and tells Rick that now more walkers will be coming, and the longer they wait the harder it will be to leave. Daryl and Carl have guns on the Governor. Carl wants to shoot but Daryl talks him into trusting his dad.

Lizzie and Mika are taking Judith (Lil’ Ass Kicker) to the bus when Lizzie says that Carol taught them to be strong and they should arm themselves so they go for guns instead of going to the bus.

Rick argues that they can all live in different cell blocks and stay in the Prison. The Governor says that they’ll never be able to live together after Woodbury and Andrea. When the Governor still refuses, Rick says they won’t leave and a fight will render the Prison useless. He tries to convince the people with the Governor to just come inside. The Governor responds by using Michonne’s sword to partially sever Hershel’s head (NOOOOOOOOOOOOOOO!!!!!!).

Then all hell break’s loose. Rick shoots the Governor in the arm, Daryl and Carl open fire, the Governor’s people open fire, Rick gets shot in the leg. As guns blaze Michonne runs. The Governor finishes his job on Hershel’s head, and as he does Lilly arrives with a pre-zombified Meghan. The Governor takes her in his arms and he puts a bullet in her head. The Governor orders his men to run down the fences. “Kill them all” he says.

As the tank advances on the Prison, Maggie runs inside to get people out (including a limping, weak Glenn). Rick tackles the Governor and the two start brawling. Maggie gets Glenn to the bus but then goes to look for Beth. Daryl gets pinned down by gunfire with walkers approaching from his rear. He ends up using one of them as a human shield and then lobs a grenade at his attackers.

Maggie meets up with Sasha and Bob, Bob get shot, the bus drives off, they all retreat. Tyreese gets pinned down but is saved by armed Lizzie and Mika, who shoot his assailant (Tara’s love interest) in the head.

Out in the field, the Governor is choking Rick to death. Just as Rick is about to lose consciousness, Michonne stabs the Governor through the chest. Rick goes to look for Carl while Michonne looks on a dying, gasping Governor. She leaves him dying, and does not put him out of his misery.

Daryl chucks a grenade down the tank barrel and then kills an unarmed Mitch. He and Beth take off.

Rick finds Carl and then asks about Judith. They go to look but find only a blood, empty baby seat. A distraught Rick and Carl flee as zombies overrun the prison.

Lilly comes upon the Governor lying in the field, still alive. We see from the Governor’s perspective as she points her gun at his head and fires.

The last shot is Rick and Carl on foot, alone, fleeing a destroyed Prison as dozens of zombies swarm in. A wounded Rick says “don’t look back, Carl, just keep walking.”

So what did everyone think?!
Who had money on Lilly killing the Governor*?
Is Lil’ Ass Kicker now Lil’ Zombie?
Did you expect more deaths in Rick’s group?
How about that neatly flayed rat? If you read the comic that might be an interesting hint…
Where will next season start off?

*granted Michonne pretty much ended him, so if you guessed her you get a half point.