The Walking Dead’ season 3 brings to life its fourteenth episode of the season “Prey,” as Andrea makes a desperate attempt to flee Woodbury and the Governor, while Tyreese and his group struggle to fit in with their new surroundings.

Last week’s ‘The Walking Dead’ episode “Arrow on the Doorpost” saw Rick and the Governor attempting to negotiate a peace treaty between Woodbury and the prison, while Glenn did his best to keep Merle from plotting an assassination, so what will the latest episode bring?

Read on for your in-depth recap of everything you need to know about ‘The Walking Dead’ season 3 episode 14, “Prey!”

Flashing back into the past, Andrea and Michonne share a meal by the fire, while Michonne’s armless walkers seem to grow restless. The living pair bask in the peaceful moment, but when Andrea asks who Michonne’s walkers were prior to turning, Michonne grows cold and insists they weren’t human to begin with. The scene transitions into the present day, wherein the Governor sets up a disturbing torture chamber for future victims, including some familiar looking chains to string up a victim by the arms.

Outside, the Woodbury soldiers load up weapons for the next attack, unnerving Andrea and Milton. Milton takes his concerns to the Governor, disturbed to see all the various torture implements, and urges him to leave the survivors beyond Michonne out of the fight. The Governor reminds Milton that he once believed walkers might still have some spark of life left in them, but that because of Michonne, his dead daughter Penny has been truly lost to him.

Upstairs, Milton confesses the truth of the Governor’s plans to Andrea, showing her the torture chamber from a vent above. Andrea resolves to kill the Governor rather than flee, and aims her gun at him through the vent, but Milton prevents her from taking the shot. Thinking himself alone, the Governor whistles an ominous tune, while Milton reminds Andrea that killing Philip will only lead to Martinez, or another taking his place. Milton resigns himself to stay in the town, as Andrea kisses his cheek and urges him not to look the other way about the Governor anymore.

As Andrea walks through town, Martinez collects her weapons for safety purposes, before the Governor himself invites her to accompany him to meet Rick the following day. On the other end of town, Tyreese and Sasha keep watch on the perimeter, while Tyreese clumsily misses shot after shot. Andrea appears, making up a story to relieve the pair, but when they refuse to take her word Andrea admits she’s leaving Woodbury and advises them not to trust the Governor, before hopping the fence and disappearing.

Afterward, Tyreese and Sasha inform the Governor of Andrea’s exit, though the Governor covers by explaining how Andrea was alone in the wilderness for months, and couldn’t readjust to civilized life. Outside, Milton asks the Governor to simply let her go, to which the Governor realizes that Milton must have known she was leaving, and told him the truth about his deal with Michonne. Meanwhile, Andrea jogs along the road, sparing no time in reaching the prison.

Martinez prepares Tyreese and his people to head out on a secret mission with them, while Allen urges Tyreese not to cause trouble or screw up their tenuous status in Woodbury. Tyreese assures him things will be fine, even as Allen accuses him of being too close to his late wife Donna, a clearly sore subject for the quick-tempered man.  Elsewhere, Andrea hears a car driving along the road and takes refuge behind some trees, but quickly finds herself pinned down by walkers! Rather bad-assedly, Andrea manages to stab and kill the walkers approaching, before breaking the arm of the one holding her through a tree, and finishing him off as well.

Martinez takes Tyreese and his group to the biter pits with intent to round up the undead in a trailer and use them against Rick’s group, but Tyreese flatly refuses to take part. He and Allen come to blows , and Tyreese ends up momentarily dangling the man over the biter pit before coming to his senses. Meanwhile, Andrea walks through a field, ducking at the sight of a passing car, before the car abruptly changes direction and chases after her. Driven by a distressed-looking Governor, the vehicle nearly runs Andrea down before she manages to flee into the woods.

As night approaches, Andrea takes refuge in an abandoned factory, hotly pursued by the Governor. Andrea attempts to hide under cover of darkness, but the Governor skulks around the abandoned factory, whistling his ominous tune in an effort to draw her out. The Governor begs Andrea to come back to her home, but quickly loses his patience and begins smashing glass panes with a shovel. The commotion brings the attention of several walkers, which Andrea uses as an opportunity to flee, but soon finds herself trapped outside a stairwell full of the undead. The Governor finally corners her face-to-face, but Andrea opens the door to the stairwell and hides behind it, unleashing the horde on the Governor and allowing her the chance to escape. With the Governor seemingly done for, Andrea makes her way out of the factory and escapes.

That night, we see a mysterious figure lighting oily rags and setting the biters in the pit ablaze, as the next morning Andrea finally reaches the prison. Just as she goes to call out to Rick, the Governor appears from behind and wrestles her to the ground, but Rick dismisses the distant commotion as his imagination. Elsewhere, Shupert arrives to the biter pit and finds some of the corpses very much alive, but still burned to a crisp and beyond use.

The Governor returns to Woodbury seemingly alone, and confronts Tyreese and the others for their behavior at the pit. Claiming his use of biters was merely a scare tactic against Rick’s people, the Governor listens as Tyreese apologizes and insists he wishes to stay in Woodbury with his group. The Governor asks Tyreese where he got the gasoline, but the man fails to understand the question, not having been the one to burn the pits. Outside, the Governor finds Milton waiting for him and not-so-subtly barbs that Milton was the one to burn the pits after all.

Downstairs, the Governor returns to his torture room to find Andrea bound to a chair, and gagged at the mouth.

For a show that features the living dead on a weekly basis, "Prey" might have been the AMC drama's most tense yet. Tonight's episode was co-written by departing show-runner Glen Mazzara, who delivers one hell of a punch by injecting true horror into the sequences with Andrea and the Governor, and deftly shows how to keep the story moving toward a finale without simply moving pieces back and forth, as with last week's "Arrow on the Doorpost." It's no secret that Andrea has received plenty of fan ire in the past, but "Prey" does a good job of rallying sympathy to the increasingly misfortuned survivor, and inspiring genuine concern for her well-being in upcoming episodes. Less relatable are the shifting loyalties of Milton and Tyreese's people, but both were in need of additional characterization as well, and "Prey" delivered one of the most unique, and exciting episodes of the season.

Did you get your fill of thrilling zombie killing?  What did you think about tonight’s episode “Prey?” Check out all our other ‘Walking Dead’ season 3 coverage, and join us next week for an all-new episode recap of ‘The Walking Dead’ season 3′s penultimate episode “This Sorrowful Life” on AMC!

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