<P> Tensions steadily rise within The Governor's group, as their remaining ammunition is limited, and a handful of Woodbury residents' moral consciences come into play, especially regarding the killing of defenseless or young members of the prison group . Both factors lead to the remnants of The Governor's army turning on him, and to Lilly's killing him, throwing his corpse to the zombies, and making a last - ditch attempt to fortify the prison . </P> <P> Before the outbreak, Philip and Brian Blake were raised by an abusive father . As an adult, Philip worked an office job with a boss he didn't get along with, was married, and had a daughter named Penny . Eighteen months before the outbreak, Philip lost his wife in a car accident . During the early days of the outbreak, Philip and Penny survived and found a community in Woodbury . Penny was bitten, however, and turned into a zombie . Unable to accept her death, Philip locked her up in a private room in his office . When the community was leaderless, they picked Philip to lead and began calling him "The Governor", a nickname which stuck . Determined not to lose the community, he executed any outsider groups he saw as a threat . He allowed some smaller groups to move into Woodbury if he deemed them to be an asset and not a threat to his leadership, but still took precautions and had them monitored by his lieutenants until he deemed them trustworthy . At some point during the first and second season The Governor encounters a dying Merle Dixon, whom The Governor enlisted, along with Caesar Martinez and Milton Mamet, as his lieutenant and advisers . He also tasks Milton, a scientist, with researching a means to reverse the virus in the hopes of saving Penny . The Governor was also known to have had affairs with many of the Woodbury women . </P> <P> The Governor is charming and charismatic, but also murderous, violent, sociopathic, power - hungry, completely sadistic, and horrifically ruthless . He sees himself the community's only hope for survival, and is thus willing to imprison, abuse and / or kill anyone he sees as a threat to his authority; for him, torture and mass murder are a means to an end . One example of this is when he and his men massacre a group of National Guardsmen, take their supplies . Later, he is proven to be completely cruel, heartless, and aggressive, willingly decapitating Hershel Grimes with not even a single shred of remorse or mercy, even when Rick offers to make peace between the two factions, and ordering his men to kill Rick and his survivor group after mercilessly killing a little girl when she was bitten by a walker and dying . </P> <P> The Governor first appears in "Walk with Me", season 3, episode 3, having forcibly taken Andrea and Michonne from the woods after Merle discovers them near a downed military helicopter . Woodbury, under The Governor's rule, is a functioning community that even bears some resemblance to the world before the virus struck . The townspeople are unaware that the Governor and his men massacred a platoon of National Guardsmen to get their supplies . In the episode "Killer Within", The Governor befriends Andrea, and he reveals some of his past to her, including his real name . In the episode "Say the Word", it is shown that The Governor has a zombified daughter named Penny, whom he keeps hidden, feeds body parts to, and grooms affectionately while playing the lullaby "Bye, Baby Bunting". The Governor allows Michonne to leave town, but she is unable to convince Andrea to leave with her . The Governor leads Andrea to a gathering for the townsfolk: a sparring match between Merle and Martinez surrounded by chained, toothless walkers . The spectacle shocks Andrea, who describes it as "barbaric", but the Governor insists it is "fun", and it teaches the residents to not be afraid . In the episode "Hounded", the Governor and Andrea begin a sexual relationship . </P>

When does the governor die in the walking dead