When we last left "The Walking Dead," the Governor had made Rick an offer: Surrender Michonne and live in peace. Rick had two days to mull it over. Of course, the Governor, being a dastardly dirt bag, secretly schemed to kill all of the prison gang anyway and he made the mistake of letting Milton know that.

Sunday's episode, "Prey," doesn't pick up where we left off, but instead starts with a strange flashback: It's nighttime in the woods and Michonne and Andrea are camping out (Remember when these two liked each other?). Behind them and chained to a tree are Michonne's two armless walkers. The ugliest pets you'll ever see. Andrea wants to know where her friend got the stiffs, but a morose gaze comes over Michonne's face and she doesn't answer. Andrea apparently has broached a subject she shouldn't have and she apologizes.

"They deserved what they got," Michonne says. "They weren't human to begin with."

And then we segue from the chained zombies to a room where the Governor is on his knees. His arms are extended and he's yanking on a pair of chains bolted to the wall. Um, OK. Whatever.

After the credits roll, we return to present day. Andrea and Milton watch as The Governor's goons load up a truck with firearms in Woodbury. What's up with that? "I thought there was a deal on the table," Andrea says. "I'm sure it's just a show of force," replies Milton, who knows better.


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Moments later, Milton happens to stumble upon the Governor's "workshop," where Mr. Patchy is readying some obvious instruments of torture. Milton freaks. Woodbury is no longer the progressive utopia of his dreams. And his old pal, Phillip -- the Governor -- has turned into a vindictive, evil D-bag. He pleads with the Governor to chill out -- to let go of the anger and forget about what Michonne did to his zombie daughter. It's done. It doesn't matter.

At which point, the Governor places his hand on Milton's shoulder and says, "Oh, it's ALL that matters." (We almost wet ourselves).

Milton, naturally, is very worried about how ugly this all could get. So he tells Andrea that the Governor's "deal" with Rick is a sham. Then, he leads her into an elevated hallway from where they can see the Governor preparing a special torture chair that looks very much like the kind you've occupied in your neighborhood dentist's office. The Governor apparently ready to go all "Marathon Man" on someone. Or offer discounted teeth-cleanings.

Andrea is ready to kill the dude right then and there. She even pulls out a pistol and takes aim. But Milton pushes the gun away.

"I knew Phillip before he became the Governor," Milty explains. "That man still exists."

And so now Andrea is 0-for-2 when it comes to chances to off the Governor. She'll regret it.

But if she doesn't kill him, at least she can go to the prison and warn her friends. So that's her plan. Unfortunately, Martinez confronts her out on the street and tells Andrea that the Governor has decreed that all firearms be confiscated. Her protests fall on deaf ears and she surrenders her pistol. (Is this what they mean by the term "Dumb blonde"?).

Still, there's one more obstacle: She needs to get past the wall where Woodbury newbies Tyreese and Sasha stand guard. Following orders, they don't let her by. But Andrea pulls a knife and they're taken aback by this crazy chick (even though they have guns). She tells them that the Governor isn't who he seems to be. That he has done horrific things. That she's fleeing and they should too. Then she disappears up the road.

Tyreese, trying to make sense of it all, informs the Governor that Andrea has fled. "I hope we didn't complicate things," he says, wondering what Patchy has against Andrea in the first place. Patchy explains that Andrea is basically a nutcase.

Now the Governor is determined to chase down Andrea. Milton urges him to let her go. That she just wants to be with "her people." But Milton absolutely sucks at lying. "Did you tell her about the deal? About Michonne?" Patchy snarls. Milton doesn't answer, but the Governor knows he did and he roughs up Milty a little before going after Andrea in his car.

Meanwhile, Tyreese is again getting some guff from Allen, who is worried that Tyreese is making waves with Woodbury management. Don't screw this up for us, he insists. But Tyreese is growing more and more suspicious of things and his concerns don't abate when Martinez shows him a pit where some walkers -- or "biters" -- have been collected to be used in the showdown with Team Rick.

Tyreese thinks the very idea that zombies would be used as weapons of mass destruction is "sick." He tells Martinez that he and his group are ready to bolt -- to go their own way. But Allen tells Tyreese to back off and speak for himself. They get into a scuffle that nearly has Tyreese ready to toss Allen in the zombie pit -- until Sasha breaks it up.

Meanwhile, Andrea has been frantically sprinting through the woods (And we admire how she doesn't at all run like a girl). But the Governor, driving a car, is hot on her trail.

Finally, she ducks into what looks to be a dark, dank abandoned warehouse (You didn't expect it to be a well-lit flower shop, did you?) and he follows her in. As they play a creepy game of hide-and-seek, the tension builds. The Governor starts whistling, which makes it even creepier. Then she has to kill a walker right behind her and the noise calls attention to her whereabouts.

The Governor, taking that fake nice-guy approach, whispers her name. And then: "Come back to Woodbury. We need you. It's your home. Your people. Your town. You can't leave it behind."

Andrea doesn't respond, which only tries his patience. So no more Mr. Nice Guy. Suddenly, the Governor slips into Cujo mode, stalking the place like an angry animal, shooting off his gun and bashing windows with a shovel. Oh, this dude is ticked off -- and this scene is doing a great job of building suspense.

Eventually, Andrea comes to a door. A way out? Um, no. There's a ravenous bunch of walkers on the other side, so she quickly slams the door shut. But now she appears to be trapped in a dead end with Patchy closing in on her! And as he just about comes face-to-face with his prey, Andrea opens the door, allowing the walkers to surround the oncoming Governor. What a brilliant move! She's no dumb blonde! Andrea flees the building just as the walkers appear set to have the Governor for lunch.

Now we cut back to that zombie pit in the field. Someone (We don't see a face) is dousing the walkers with gasoline and lighting them on fire! Who could it be? Tyreese? Milton? In a later scene, we take in the ugly sight of charred and crispy walkers, some of them still flinching. Very briefly, the idea of zombie s'mores pops into our head. Oh, that's just gross. But the FX work is awesome.

In the meantime, Andrea has reached the outskirts of the prison. She's made it! A smile comes over her face. We're breathe a sigh of relief for her. And just as she's about to signal to Rick in the tower -- WHAM! -- the Governor pops up behind her and takes her down. It's an awesome jolt -- the kind that we crave from this show. But we also have problems with it: How did the Governor get away from all those zombies? How did he make up all that time? And how did he sneak up on Andrea without her hearing him?

Anyway, up in the tower, Rick thinks he hears something. He raises his gun and scans the horizon, but sees nothing. Another hallucination.

When the Governor returns to Woodbury, he tells Martinez that Andrea got away (We have a hunch he's lying). The Governor is then informed that someone had a barbecue at the zombie pit and, oh by the way, Tyreese wants to know why the pit existed in the first place. He doesn't like the idea that those walkers may have been used to attack people. Oh that? Naw, says the Gov., it was all just a scare tactic. A bluff. (Yeah, right).

Later, the Patchy sees Milton out on the street.

"Is she dead?" Milton wonders.

"I hope not," the Governor replies.

Then Milton says it's a real shame about what happened to the zombie pit and that he hopes the Governor finds out who did it -- to which the Governor gives Milton a death-ray stare and mutters, "I already have." (Shudder).

Then the camera snakes its way through some hallways and into the Governor's workshop where we come up this ghastly sight:

A bloodied Andrea is bound and gagged and squirming in that awful torture chair.