Prey (The Walking Dead)

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The Walking Dead episode
The Walking Dead - Prey.png
Andrea hides from The Governor in an abandoned factory.
Episode no. Season 3
Episode 14
Directed by Stefan Schwartz
Written by Glen Mazzara
Evan Reilly
Featured music "You Are the Wilderness" by Voxhaul Broadcast
Original air date March 17, 2013 (2013-03-17)
Guest appearance(s)
Episode chronology
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"Arrow on the Doorpost"
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"This Sorrowful Life"
The Walking Dead (season 3)
List of The Walking Dead episodes

"Prey" is the fourteenth episode of the third season and 33rd episode overall of the post-apocalyptic horror television series The Walking Dead, which originally aired on AMC in the United States on March 17, 2013. In this episode, The Governor (David Morrissey) hunts down Andrea (Laurie Holden) when she flees Woodbury, and tensions arise within Tyreese (Chad L. Coleman)'s group. Meanwhile, a traitor attempts to sabotage the upcoming meeting between Rick (Andrew Lincoln) and The Governor.

The episode was met with generally positive reviews, and was watched by 10.84 million viewers upon its original airing.


The episode cold opens with a flashback to Andrea and Michonne (Danai Gurira) on their own, settling down around a campfire to eat. Andrea asks Michonne about her chained walkers, correctly guessing that she knew them before they turned. Michonne says they deserved what they got; they weren't human in the first place. On this line the view changes to the present storyline, with The Governor preparing chains in his private workshop.

There is more paramilitary activity in Woodbury: Martinez (Jose Pablo Cantillo) loads up an army truck with a machine gun and other arms. After failing to talk The Governor out of killing the people at the prison, Milton (Dallas Roberts) reveals to Andrea that there is no deal, and The Governor intends to kill the prison group no matter what. Milton emphasizes this by showing Andrea a gallery overlooking The Governor's workshop, where The Governor has set up a makeshift torture chamber for Michonne, consisting of a dental chair, a gynecological speculum, surgical instruments and hand tools. Andrea seems convinced and sights The Governor with her handgun when he appears below. Milton stops her, remembering the man The Governor used to be, and states that her being killed in retribution and Martinez's taking over after an assassination won't save her friends or Woodbury. He urges Andrea to leave and warn the prison group. She asks him to come with her, but Milton says he belongs in Woodbury. Andrea accepts this, but challenges Milton to stop looking the other way.

Martinez confiscates Andrea's handgun as well as anything else she has on her, but she keeps a knife to herself. She says that if Martinez doesn't believe that she gave him all of her weapons. he can frisk search her. The Governor tells Andrea he wants to keep her separate from Martinez's operations, but he wants her with them when they meet Rick. Andrea doesn't buy it and goes over a section of wall guarded by Tyreese and Sasha (Sonequa Martin-Green). Tyreese tries to stop her, but Andrea threatens him with a knife and warns him and Sasha that The Governor has done terrible things and is planning worse. Tyreese and Sasha tell The Governor, who claims that Andrea was on her own all winter and implies that she's crazy and paranoid. The Governor prepares to go out on his own to bring Andrea back, and he throttles Milton for giving Andrea reason to leave.

A group including Martinez go looking for Andrea. While Andrea is running along the road she hears a car, so she runs up into the forest land alongside the road. She stops in between two trees and leans up against them until the car passes by. As soon as the car leaves a walker grabs Andrea from behind and three other walkers attack her from the front, but she manages to kill one of them and break the other one's arm against the tree.

Allen (Daniel Thomas May) criticizes Tyreese for making unpopular decisions, costing them trust with the power players in Woodbury, and explains that the men on the wall are on edge and believe Andrea is crazy. They accompany Martinez to the Biter Pits, where they prepare to collect several captive walkers. Thinking the worst, Tyreese refuses to help them and, when Allen tries to convince him to get with the program, Tyreese provokes Allen over how Allen's late wife, Donna, looked to him for protection instead of Allen. They scuffle, and Tyreese holds Allen over the Biter Pit, with Allen telling Tyreese to throw him in; Sasha has to talk Tyreese down to save Allen's life. The next day, when it is discovered that a horse trailer and a pit of walkers were burned to a char, rendering them immobile and useless as threats, Tyreese becomes a suspect as the saboteur.

Andrea runs for the prison, hiding when she hears Woodbury vehicles and struggling to kill walkers with her knife. The Governor pursues her across an open field in a truck, but Andrea makes it to the tree line ahead of him. Shortly after, as dusk falls, she seeks shelter in an abandoned factory. The Governor follows her inside, and they kill walkers while playing a game of cat-and-mouse, with The Governor eerily whistling the lullaby that he'd sung to his walker-daughter, Penny. Andrea eventually sets a dozen or so walkers on The Governor and escapes while she hears him struggling for his life, after emptying his handgun.

Staggering and exhausted, Andrea arrives at prison and waves from inside the treeline to Rick, who is standing watch. However, The Governor grabs her and pulls her down, muffling her mouth after she squeals, leaving Rick to question whether he's once again imagining things. The Governor returns to Woodbury and, with his usual charm, addresses Tyreese and Sasha's concerns (about feeding people to walkers and killing women and children) by telling them he's using the biters as a scare tactic, a bluff to try to save lives. Tyreese's surprised reaction, when The Governor asks how he got gasoline to burn the biters, suggests his innocence. Milton's mentioning the burning of the walkers to The Governor and the latter's reaction imply The Governor now suspects Milton.

When Milton asks The Governor if Andrea is dead, he states, "I hope not." In the final scene she is shown, bound and gagged, in the dental chair in The Governor's workshop.


"Prey" was directed by Stefan Schwartz and written by showrunner Glen Mazzara and by Evan Reilly. The episode was originally titled "Killer Within: Part II".[1]

The song at the end was by the band Voxhaul Broadcast called "You Are The Wilderness".[2]


Critical response[edit]

Zack Handlen, writing for The A.V. Club, rated the episode B+ on an A to F scale, commenting it "isn’t an amazing hour of television, but it’s fundamentally sound in a way this show often struggles with" and stating it has "a definite sense of purpose, and a main storyline with a beginning, a middle, and an unsettling end."[3] Eric Goldman at IGN gave the episode 8.4 out of 10, calling it an "effective" episode, and wrote he enjoyed the scenes in which The Governor hunts Andrea, that play out "like a horror/thriller story". He also enjoyed the fact that several supporting characters were fleshed out more, such as Tyreese, Sasha and Milton, but he felt the flashback at the beginning of the episode was oddly placed.[4]


The original broadcast, on March 17, 2013, was watched by an estimated 10.84 million viewers, a decrease in viewership from the previous episode.[5]


  1. ^ Carbone, Gina (January 14, 2013). "The Walking Dead Season 3 Spoilers: Second Half Episode Titles Revealed". Wetpaint. Retrieved March 12, 2013. 
  2. ^ "Episode 314 Musical Performance: "You Are the Wilderness" by Voxhaul Broadcast". AMC. Retrieved March 20, 2013. 
  3. ^ Handlen, Zack (March 17, 2013). "Prey". The A.V. Club. Retrieved March 24, 2013. 
  4. ^ Goldman, Eric (March 17, 2013). "The Walking Dead: "Prey" Review". IGN. Retrieved March 24, 2013. 
  5. ^ Bibel, Sara (March 19, 2013). "Sunday Cable Ratings: 'The Walking Dead' Wins Night, 'The Bible', 'Vikings', 'The Client List', 'Shameless', 'Army Wives' & More". TV by the Numbers. Retrieved March 19, 2013. 

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