<P> "Live Bait" reveals that, just after massacring his own people, the Governor sets up camp with Martinez and Shumpert . Martinez and Shumpert abandon him after he does nothing to protect himself from a walker, believing him to have lost his nerve . The next day the Governor drives back to Woodbury, which is overrun with walkers, and burns down the entire town . After several months alone, intentionally trying to let the walkers kill him, he finally collapses on the street . He looks up to see a young girl, about the same age as Penny, in the window of a nearby apartment building; he pulls himself back to his feet and investigates . He finds the Chambler family residing inside, consisting of sisters Lilly and Tara, their father David, and Lilly's daughter Meghan . Lilly and Tara initially hold the Governor at gunpoint, but they later confiscate his pistol and allow him to stay in an apartment across the hallway . After hearing about how the Governor has survived the last few months, they ask him his name . He tells them that it is "Brian Heriot", a name he saw painted on the side of a barn while staggering aimlessly through the countryside . He runs some errands for the family, and risks his life to get David two oxygen tanks from a walker - infested nursing home . When David dies and reanimates, the Governor saves the rest of the family by bashing in David's head with one of the oxygen tanks . After he buries David, he burns his photo of his wife and Penny . That night, he goes to the Chamblers to say goodbye, but Lilly insists that he stay . He and Lilly become lovers, and he saves Meghan when she falls into a pit of walkers, killing them with his bare hands . Moments later, he encounters Martinez and his group . </P> <P> In the episode "Dead Weight", Martinez takes in the Governor, accepting his new facade as "Brian", and the girls and lets them join their camp . Among the camp are brothers Pete and Mitch Dolgen, who have a working tank . When it becomes clear that Martinez may not be able to keep them safe, the Governor kills him by throwing him into a pit of walkers . Pete takes command, but the Governor later kills him as well after he displays an inability to kill a group of other survivors to take their belongings . The Governor plans to rally the camp and use the tank in a second attack on the prison . </P> <P> In the mid-season finale "Too Far Gone", the Governor encounters Michonne and Hershel Greene, and takes them hostage, intending to use them as leverage over Rick . The Governor then rallies the camp to take over the prison . Upon arriving at the prison with his army and tank, the Governor tells Rick that he is going to give their group a chance to leave without anyone getting killed . Rick says that they can co-exist peacefully, but the Governor calls him a liar and beheads Hershel . During the ensuing gunfight, Lilly arrives in time to see him murder Hershel . She is carrying Meghan, who has been bitten by a walker . He dispassionately shoots Meghan to prevent her from becoming a walker before ordering his people to kill everyone in the prison . The Governor uses the tank to roll over the fences and goes into the fight himself, only to be tackled by Rick . The two of them fight, and the Governor eventually pins Rick and brutally beats him before beginning to choke him to death . At that moment, Michonne stabs the Governor and leaves him to die . Lilly then shoots him in the head, killing him . </P> <P> In the mid-season premiere "What Happened and What's Going On", the Governor appears, along with Beth Greene, Bob Stookey, Martin, and Lizzie and Mika Samuels, during Tyreese's hallucinations after Tyreese is bitten by a walker . While Beth, Bob, and the girls comfort Tyreese, the Governor taunts him about his past actions and inability to do what is "necessary". The Governor, especially, criticizes Tyreese's choices, particularly in forgiving Carol for murdering Karen . The Governor reminds Tyreese that he promised to do what it took to earn his keep, but he failed to adapt . However, Tyreese stands up and confronts him . However The Governor "pushes" Tyreese to the ground while still pressing his point . Tyreese ultimately dies in peace, and the vision of the Governor fades away . </P>

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