The Walking Dead Season 3 Episode 14 “Prey” Review

The Walking Dead Season 3 Episode 14 Prey Laurie Holden As Andrea

In Season 3, Episode 14 titled “Prey”, the Governor goes on the hunt for Andrea after she escapes Woodbury to warn the prison group of the impending massacre.

Let’s dissect the episode! Continue reading for my initial reaction and spoiler filled thoughts.

They Weren’t Human To Begin With

The opening flashes back to the time Michonne and Andrea were on their own during the past winter.

“They deserve what they got.” says Michonne about her neutered pet walkers. There were hints earlier in the season that Michonne had a personal connection to the pets she beheaded in episode 3.

What hasn’t been revealed until now is that the walkers were once men that did something terrible to Michonne to which Andrea sympathizes.

The scene would have been more effective if Michonne said something that endeared herself to Andrea so we have a stronger understanding of their bond. However, it did show how the lack of communication is the epicenter of their eventual relationship breakdown.

This Isn’t A Prison Camp, Is It?

For viewers that haven’t been following each episode, the flashback showed the Governor’s was lying again when he told Tyreese that Andrea spent the winter alone.

Good to see that at least one person has to practice getting head shots.  We haven’t seen much of Tyreese since his group left the prison. Most of what we saw of him this episode reinforced my initial impression that he’s a stand up guy for letting Andrea go and speaking up against feeding people to biters.

Tyreese The Walking Dead Season 3

BBQ Pit Biters

The side of Tyreese that we haven’t seen so far is his temper. When pushed to his limit, Tyreese is a force to be reckoned with. What sets him off is the thought of endangering the lives of children.

Before leaving Woodbury, he down plays his heroic actions for saving Donna and remains respectful to Allen. Later, an enraged Tyreese tells Allen how he failed his wife before holding the man over a open pit of biters.  This aspect to Tyreese’s personality might foreshadow his extreme measures when he figures out the Governor is playing him.

Since Andrea warned Tyreese and Sasha, do they truly want to be the Governor’s new henchmen or are they saying whatever the Gov wants to hear to stay in Woodbury?

There are a several worthy contenders for kill of the week, but the pile of scorched bitters writhing in the pit is creepy especially with the eyeballs staring up.

I’m assuming Milton torched the biter pit. He can’t take out his frustration directly on the Governor or stop the attack on the prison so he sabotages what he can.

Milton is stepping out from under the heel of the Governor which is great to see. If Gov knows who burned the bitters will Milton be joining Andrea in the torture chamber soon?


In a previous episode, Andrea had the opportunity to kill the Governor in his bed but her hesitation shows she’s still considering other options. Overlooking the Governor while he examines his torture tools, would Andrea have pulled the trigger if Milton didn’t stop her? At this point and with everything she knows, I believe she wants him dead.

A little while later, Andrea is left with no alternative but to put an end to the Governor if she hopes to get back to the prison. It’s quick thinking of her to hide behind the door while unleashing the walkers onto the Governor.

For a moment, I had no idea what she was doing when she opened the door knowing there’s a group of walkers there. As mentioned in the video below, the roles of prey & predator is exchanged through out the hunt.

Earlier in her escape, Andrea is pinned to a tree as a couple of walkers slowly crept towards her. It’s a great suspenseful moment that had me genuinely concerned for how Andrea was going to save herself. The walker that had its lips on Andrea’ forearm was cutting it really close.

he Walking Dead Season 3 Episode 14 Prey Andrea Torture Chamber Laurie Holden

Torture Chamber

The way the Gov is laying out his tools, testing out the chains and whistles in the torture room shows off his sadistic mind without any dialogue. He’s getting off on thoughts of what he will do to Michonne

By the end of the episode it’s Andrea in the torture  seat. Just a few more steps and she would have been in Rick’s line of sight. Of all the prison people, it’s unfortunate the man that sees dead people was on look out duties.

It surprised me when the Governor caught her at the last second after the incredible trek she endured. Overall, I liked “Prey” better than the other Andrea centric-episode “I Ain’t A Judas”.  The abandoned warehouse scene is completely absorbing where a sound adds tensions and even twist the scene into a different direction.

Imagine if Andrea made it back the prison … Rick would learned without a doubt that the Michonne deal is a ruse. Based on the next episode previews, without that piece of knowledge it’s going to cause turmoil as the prison group decides what to do with Michonne.

Watch cast and producers thoughts on Inside Walking Dead Episode 314.

Did this episode change your opinion on Andrea? Who burned the biters? What does Milton really think of the Governor?

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Posted on March 17, 2013, in Television, The Walking Dead and tagged , , , , , , , , , . Bookmark the permalink. 23 Comments.

  1. Milton burned them, Tyreese showed a personality if very brief, Andrea was bearable for once and the warehouse scene was great 😀

  2. I actually found myself rooting for Andrea not to be killed. I think she’s best at just taking action and not giving hokey sounding speeches. Thought the chase scene with the Gov was suspenseful – felt somewhat Terminatoresque with the music and the Gov’s one eye.

    • When I was writing up the review I was trying to put my finger on why Andrea was better this episode. I agree it’s because of her taking action minus the speeches. Plus she finally made a decision about the Governor. During the chase, the Governor’s whistling was creepy, remind me never to whistle :).

  3. Lil' ass kicker

    Burning zombies walking trough the flames for a brief moment was awesome.
    seeing them “alive” when consumed later in the episode was terrific as well.
    I would like to point how hard the make-up artists worked this out the bag.

    Milton and Tyreese are getting interesting development. I mean they both looked freaked for different reasons. Good to see all is not under control in that crazy world !

    By the way it would be great if Milton figured out something about the epidemy before season finale, like someone suggested.

    The Andrea of this very episode was the Andrea back in season 2 when learning one-shots on bottles with Shane. Far more interesting in my opinion.

    Governor is on his way up but what about his carnet full of names ? And his floating heads room, are thoose damned just rolling on the floor chasing rats ? Did he buried his daughter ? Are the zombies mayhem canceled ? Did Dana White sued him for copying UFC ?

    • My guess is that the burnt zombies were enhanced by digital effects or maybe the eyes? I agree they did look gross, spooky and a lot of work was put into it.

      Do you believe there is some “spark” still within the zombies? If Milton can learn to control the walkers he’ll be a powerful person.

      For most of Season 2, Andrea wasn’t handled properly but by the end of the season, I grew to like her. Seems like the same thing is happening in Season 3, only I hope she doesn’t revert back to the old Andrea.

      I forgot about the journal of names and dashes, I think Penny name was in there. Now that you bring it up I hope we find out more about the names. Maybe he’ll start a new collection of heads … starting with Andrea haha? No, I think Andrea will survive, perhaps with the help of Milton. I still think the a horde of zombies will come in the finale. How did the Governor copy the UFC? Sounds so interesting, please let me know the details :).

      • Lil' ass kicker

        Sure they used some CGI like you said. For eyes and teeth at least.
        But still sometimes I wonder, like in the warehouse when the Govs splattered a zomb with a showel. I think they may have used some real make-up here. In other hand stargate studios does awesome job with CGI, so I don’t know. Great work anyway !

        About Milton’s work with zombies, my guess was in some way he may find out some cure or defensive device. Not a golden one but like you said one that could boost some reactions or get a better grip on them. Did you see “Fido” the movie ? It greatly deals with your domescticated zombies idea !

        So many options for the finale. Outsiders like Morgan, Tyreese or even Michonne at some point if she assume her “peace pass” role, or hordes of zombs like you brought it, or potential tweeners like Merle or Milton. So difficult to predict.

        Man I used to love the free spirit of the “Woodbury spring games” where 2 fighters were pushed by bleachers like superstars to go ground and pound in a ring of dust while zombs were unleashed from the surrounding posts !! Pretty much like UFC no ? 🙂

        • Yeah, there were a lot of walkers in the warehouse with real make up. Check out a behind the scenes video including how they put a hook through a walker’s face: . Too bad the video doesn’t show the burned pit of biters.

          I haven’t watched Fido yet, but I remember hearing about it. The idea of a domesticated zombie may work in a comedy, but I like them to be deadly in TWD. The closest to a domesticated zombie on the show is Michonne’s pets because they have no jaw or arms. If there ever is a cure on the show, I hope its only for the infected people that are still alive.

          Oh yes, the Woodbury fights were very much like UFC with a little bit of Gladiator. And the people cheering in the bleachers were like us, the audience watching the TV show haha. 🙂

          • Lil' ass kicker

            Oh yeah, I didn’t know about thoose videos. Thanks!

            I think Zombs should be threat til the end too. But I’m affraid they become part of a routine with time. So a new way to interact with ’em could be great I guess. That’s why I thought about the “dressage necklaces”. People could be tempted to allow ’em in town if under control. Until the day where…. 🙂

            You’re right, lets keep cheering this outstanding show anyway. 🙂

            • I’ll post those behind the scene videos in my next review, I like learning how the special effects are done.

              Because the survivors have gone through so much, it takes a lot to surprise or scare them. Like in the episode “Clear” when the car is surrounded by walkers, there’s no panicking by Rick, Michonne or even Carl. I said this in a previous review last season, but the biggest threat in a zombie apocalypse are the living people. The Governor is a perfect example of that threat.

              Yeah, let’s cheer for the kills of the week and badass characters! 🙂

  4. ““They deserve what they got.” says Michonne about her neutered pet walkers. There were hints earlier in the season that Michonne had a personal connection to the pets she beheaded in episode 3.”
    I’m going out on a limb here and predicting the beginning of the last episode this season will be a flashback to her life before. That or the first episode of Season 4.

    I loved that scene in the warehouse. The tension was great and the way she “defeated” the Governor was inspired. I was shocked when he got her at the prison and actually found it funny that Rick was the one on guard. Guess he just chaulked it up to seeing things? Ghost Lori out in the woods? 🙂

    Who burned the biters?
    100% it was Milton. And the Gov knows it… Also, props to the makeup/FX people for the BBQ pit zombie look.

    • not quite sure if it was milton that torched the biters. gas is scarce, but remember all clear episode. morgan had a gas can and was burning the bodies as rick,carl and michonne left.????what do you think?

    • A Michonne flashback to the time before the outbreak would be awesome. She’s an enigma. Even after the outbreak there are questions like how did she get the katana, learn to make pets and stay alive on her own? Aside from Michonne, I’d be most interested to learn about the history of the Governor/Phillip and Tyreese.

      Another reason why the warehouse scene worked was that I couldn’t predict how Andrea was going to get out. I considered the possibility she might die in the warehouse but I think she’ll escape the torture chamber.

      I was thinking the same thing that Rick probably thought he saw Lori again haha:). Milton is my initial choice for who burned the biters, though the producers could be throwing a curve ball?

      • “I considered the possibility she might die in the warehouse but I think she’ll escape the torture chamber.”
        Maybe Milton will set her free…

        “Milton is my initial choice for who burned the biters, though the producers could be throwing a curve ball?”
        On the Talking Dead, Andrea said Milton burned them and the host asked her if that was confirmed. She paused as if she was unsure if she should have revealed that tidbit and then said “I think it seems pretty obvious”.

  5. everything is way over played and over drammatized in this episode. C’mon Andrea couldn’t see or hear footsteps coming closer to her. Nevermind the warehouse scene where she was making so much noise walking but the walkers were quiet as can be. She has no peripheral vision or is that just us the viewer that does not have the ability to look two feet to our left and right. Now way the governor gets the drop on this girl like that.

    • Well, to be sure she was exhausted from all that had just happend, she just let her guard down when she saw Rick
      almost calling him, forgetting the bitters would hear her, after
      all she is just human.The question to ask is do you think the governor got bit??? Im just throwing that out there becasue of the strange way he acted when he came back, but that could be because he did not want Martinez or anyone for that matter to
      know he had Andrea, probably tied up in back of the truck.

    • In other scenes, sometimes the walkers can be heard growling and snorting from a great distance but in order to make the warehouse scene suspenseful, they needed an element of surprise. My hunch is that the governor was antsy because he was sneaking in Andrea like you mentioned … (or getting nervously excited with the thought of cutting into Andrea haha ;)).

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