Rick is giving the eulogy at Dale's funeral. It's a beautiful morning as Rick speaks on who Dale was and how he was right about their group. It was broken, but they would not leave it as such. While Rick continued to speak, the scene changes to the site where Dale died. Walkers have descended on the dead carcass of the cow that was nearby. Shane, Andrea, T-Dog and others quickly kill the Walkers with various blunt instruments. The final Walker however, does not get put down quickly. The group let's out their frustrations by kicking it savagely till Shane finally bashes it's skull in.
Later in the day, Rick and Herschel are working to get the farm and the farmhouse organized. Rick designates members of the group with various jobs to add security and watch points throughout the farm area. Herschel organizes the sleeping arrangements in the house and gathers supplies.
Part of the process includes bringing the vehicles closer to the house in case of an attack. Andrea tries to get Dale's RV running but can't get the engine to turn over. Glenn pops open the hood and works on it. Everything he does comes from what Dale taught him. Both of them reminisces about Dale and soon the RV is up and running.
Lori goes out to the windmill where Shane is working on a lookout point halfway up the structure. She tries to tell him that she is sorry for putting Rick and him at odds with one another. However, her apology goes too far. Shane feels that there is still chance for Lori to be his.
Randall sits bound, gagged and blindfolded in a shack that Daryl has reinforced. Shane arrives and inspects the cuffs. He can see that Randall has been trying to get free of them. While pondering his plans, Shane begins to exhibit odd facial twitches and physical reactions. Finally he grabs Randall and takes him out of the shack.
Earlier in the episode, Shane criticized Rick for not worrying enough about Carl and how he was involved in Dale's death. Grudgingly, Rick decides Shane was right and goes to talk to his son. Rick is emotionally exhausted but tries to reassure Carl that death is a part of the world, everything dies and that it's not his fault that Dale died.
Out into the woods, Shane forces Randall onward. He gives him a story that he is tired of the group and wants to join Randall's. After divulging that his group of survivors could be as little as five miles away, Shane snaps Randall's neck and leaves him for dead, but not before smashing his face own face in a nearby tree.
T-Dog discovers that Randall has escaped and gathers the others. But quickly Rick and Daryl seem to know something isn't right. At the edge of the woods, Shane appears and claims that Randall had busted him in the face and escaped with his gun. Shane's gun however is at the edge of the woods under some leaves where he hid it. Glen, Daryl, Shane and Rick proceed out to track Randall down.
On Rick's orders, the rest of the group heads to the farmhouse. The sun is setting fast and Rick wants everyone in a safer place than in the open. Carl eventually sits on the second floor and keeps a lookout.
Daryl seems to pick up the trail quickly, but Shane tells them the way to go. Eventually Glen and Daryl searches one way while Shane and Rick goes the other. After just a short time however, Daryl goes back to the first signs of Randall's trail.
Darkness has fallen but Daryl soon puts together that Shane had followed Randall farther than he admitted. On top of that, there were signs of a struggle and fresh blood on a tree. With the arrival of Randall, now a Walker, Glen and Daryl kills him but discover that he died of a broken neck. More ominous is that Randall had no other wounds on him.
Arriving in an open field, still within sight of the farmhouse, Rick has put it together. This was just a plan to get him alone with Shane so he could be murdered. Rick refuses to draw his weapon and tries to reason to Shane. There was still a way for both of them to walk away from this. Shane seems to listen as Rick hands over his sidearm to him but in a fast motion, Rick pulls out his knife and stabs Shane in the torso. In a matter of seconds, Shane bleeds to death.
Distraught over killing his once best friend, Rick is surprised to see Carl. Carl asks his father what happened to Shane. Rick holds up his hands covered with Shane's blood and tries to tell his son it's not what it seems. As Rick gets up and walks toward his son, Carl pulls the gun up. Rick tells Carl that everything is ok but Carl seems more and more nervous. Shane, now a Walker, rises up behind Rick and tries to attack but Carl shoots him in the head.
As that shot echoes through the surrounding woods, a horde of Walkers hear it. Rick and Carl walk up to Shane's corpse just as dozens and dozens of Walkers begin to exit the nearby woods.