The episode begins at the prison after Rick kicked Tyreese, Sasha, Allen, and Ben out of the prison. Rick is outside setting machine guns around the perimeter and looks around the prison with his binoculars. He eventually notices a woman in a white dress out in the prison yard standing by the graves that were dug for T-Dog and Lori. Rick walks out to investigate, and he approaches the woman, who has her back to him. However, when Rick arrives at the graves, the woman is nowhere to be found. Rick notices that the woman is standing outside the prison fences. Rick goes outside the safety of the fences to see who this woman is. Michonne notices him running outside, and wonders what Rick is doing. Rick sees the woman standing on a small bridge over the creek. He approaches her, and realizes that the woman is Lori. Lori touches Rick's face, and Rick looks in disbelief, as it is clear that Rick is seeing images of Lori, because Lori is dead. Michonne notices Rick interacting with thin air, and is concerned.
In Woodbury, extra guards are placed on the perimeter walls in case someone else tries to attack the town. Andrea receives a visit from the Governor, who is still wearing a bandage over his wounded eye. He asks to come inside. The Governor tells Andrea that she gave a great speech yesterday, and believes the citizens of Woodbury really needed to hear that speech. Andrea asks the Governor what he's going to do about Rick's group at the prison, asking if he is going to retaliate. The Governor tells her that retaliating would be terrible, and states that as long as Rick's group leaves them alone, he won't hurt anyone. Andrea tells the Governor she needs to go see her friends. The Governor tells Andrea that he blames himself for all that's happened, and believes he screwed everything up. He admits to Andrea he's done terrible things to try and make Woodbury a better place. The Governor doesn't believe he's fit to lead Woodbury, but thinks that Andrea is the better leader. Andrea doesn't want him to abdicate the position. The Governor tells Andrea that the only reason he kept Penny as a walker in his closet is because he thought Milton would find a cure. The Governor asks Andrea for some time to recover, and asks Andrea to fill in for him as the leader. He states that she is needed here in Woodbury, and asks her not to go to the prison.
In the woods, Daryl and Merle hunt for some food. Daryl is frustrated that they haven't found any game, and notes that he might have better luck searching a house. Merle asks Daryl if Rick taught him to do that. Daryl states that they should head back the way they came to the river. However, Merle looks past Daryl's ruse. Merle realizes that Daryl is trying to lead him back to the prison. Daryl states that it's a good shelter and they would be safe. Merle notes that Rick won't let him live there. Daryl states that he thinks he can convince Rick to change his mind, and everyone would get used to him living in the prison. Merle believes that Rick and the others will be dead soon. Daryl asks why he thinks this. Merle guarantees that the Governor will attack the prison, and kill all of them.
Back at the prison, Carl tries to provide a map for Glenn of the entrance that Tyreese and his group came in. The group wants to look for weak spots that the Governor might attack from. Glenn notes that if there is a breach in the back, then there are two places that the Governor could attack from. Beth notes that the Governor might not attack, and may leave them alone. Michonne tells Beth that the Governor kept fish tanks of walker heads in his home as trophies, and guarantees that he will attack the prison. Glenn states that they should attack Woodbury again, noting that the Governor would not expect another attack today. Glenn states that they can sneak in, and kill the Governor. Carol does not support this, noting that they aren't assassins. Glenn is adamant about attacking the prison, and asks Michonne if she knows where the Governor's home is inside Woodbury. Michonne states that she does. Hershel reminds Glenn that the last attack didn't go as well as Glenn thinks it did. He notes that Glenn and Maggie were almost killed, Oscar was killed, and Daryl got captured. Hershel states that worse things could happen this time, and he doesn't believe Rick would make this decision. Glenn states that Hershel can't stop him, and adds that Rick is in no position to make any decision as he's acting crazy. Hershel begs Glenn to think through all the options. Hershel notes that the prisoners, T-Dog, and Lori died in this prison, and he believes the prison isn't worth killing someone over. Hershel states that if they are so sure the Governor will attack, then they should pack up and leave the prison. Glenn asks where they would go. Hershel notes that they survived on the road all winter. Glenn reminds him that things have changed, noting that Hershel only has one leg, and Judith's crying would attract the walkers to them constantly. Hershel and Glenn are in total disagreement, and Maggie leaves the room, tired of all the fighting. Glenn states that he's in charge, and he has decided they are staying.
The Governor visits Milton in his laboratory. Milton is listening to alpha waves, trying to see if the walkers can be put in a meditative state by them. The Governor tells Milton that he's been a great asset to Woodbury, and asks if he will stay in the town despite what happened. Milton states that leaving has never crossed his mind. The Governor is pleased to hear that, stating that he considers Milton a friend. The Governor notes that he also considered Merle a friend, and Merle betrayed him. The Governor adds that Martinez would be willing to take a bullet for him, and asks if Milton would take a bullet for him. Milton hesitantly states that he would. The Governor tells him that he doesn't know whether he can trust Andrea since she was affiliated with Merle in a different group. Milton understands the Governor's concerns. The Governor asks Milton to keep tabs on Andrea to make sure she can be trusted. Milton agrees to help the Governor.
Outside, Andrea asks Karen where Martinez is. Karen states that Martinez left some time ago. Andrea asks Karen if she knows where he went, and how many people he took. Andrea tells Karen that it's okay to tell her. Karen insists that she doesn't know anything. Andrea sees Milton walking down the street and asks him where the Governor is. Milton states that the Governor is on a run, but he says it in a manner that makes it sound like a question. Andrea asks him to clarify what he means. Milton states that he thinks the Governor is out on a supply run, as that would make the most sense. Andrea is through playing games, and states she wants a specific answer on where the Governor went. Milton again states the Governor is on a run, but he says it in the form of a question. Andrea is frustrated. Milton believes the Governor will be back soon.
Glenn and Carl return from the tombs, and Glenn reports that the tombs have been invaded by walkers again. Beth notes that they cleared that area already. Glenn states that there is another breach. Hershel insists that they are wasting time, and should leave the prison before the Governor arrives. Glenn insists that they are not leaving the prison. Carol agrees with Hershel, noting that if the walkers have invaded the tombs again, they may gain strength and force their way into C Block. Beth notes that the walkers could also push the fences over. Axel is also worried that a large herd of walkers could come into the area, and there aren't a lot of people left. Glenn states that they need to scout the far side of the prison to see if anything is coming. Axel offers to come with Glenn, noting they'll need a car. Glenn tells Axel to stay here and help fortify the prison. Glenn states that Maggie can come along. Hershel tells Glenn that Maggie probably isn't up for the mission after what she's been through.
Glenn finds Maggie inside her cell, laying down on her bed. Glenn asks Maggie where she's been. Maggie doesn't respond. Glenn tells Maggie that he's going outside the prison to find out how the walkers are getting inside the prison through the tombs. Maggie still doesn't say anything to him, and Glenn asks her if they are going to talk about what happened. Glenn insists that they need to talk about it. Maggie asks Glenn if he believes that for her, or if he just believes that for himself. Glenn asks Maggie what she means. Maggie asks if she wants her to tell him that the Governor made her get naked and stand in front of him, came up behind her, pushed himself against her, touched her, and then slammed her down on a table. Glenn asks if that's what really happened. Maggie states that it did, but tells him that the Governor did not rape her. Maggie asks Glenn if he feels better now that he knows. Maggie tells Glenn that she had a choice between taking off her clothes, or the Governor would cut off Glenn's hand and bring it to her. Maggie states that she listened to Merle beating Glenn in that other room, and asks Glenn what other choice she had at the time. Glenn tells Maggie that he's sorry, but Maggie pushes him away, and tells him to go away, stating that he got his answer.
Carol and Axel are reinforcing the prison fences with concrete and wooden crates. Carol hopes that these will be enough to use as cover. Axel hopes that it will, noting that guns scare him. Axel admits to Carol that he was in prison for armed robbery, not for drug possession. He apologizes for lying, but felt that at the time the others would have believed he was a dangerous man. Carol seems to understand. Axel insists that he didn't use a real gun, and only used a toy gun. He also insists he didn't take it out of his pocket. Axel states that when he was arrested, he told the police officers this, but they didn't think he was stupid enough to use a toy gun. Axel states the police got a search warrant, tore up his brother's house, and found his brother's .38 pistol. They believed Axel used this as the weapon, and that's how he was charged with armed robbery and sent to prison. Axel admits that he has no idea how to use the gun. Carol asks Axel if he will always tell the truth now. Axel insists that he will. Carol shows him how to remove the magazine, and load the gun. Axel notes that Carol is quite a lady. Carol takes the compliment with a smile.
Daryl and Merle continue to roam the woods, searching for food. Merle believes that Daryl is lost, and wants to place a bet on where they are. Daryl remarks that Merle always has to make everything into a competition. Merle states that he's trying to have fun. Suddenly, the two hear cries. Merle believes that it's a couple of raccoons screwing around, but Daryl notes that it's a baby crying. Daryl runs off in the direction of the cries. Daryl and Merle come out to a river, and notice that up on a bridge, a Mexican family is surrounded by a group of walkers. Daryl runs to help them. Merle makes jokes, stating that they should jump off the bridge. Merle sees Daryl running off, and yells that he refuses to help someone that didn't cook him a meal, or do anything for him. Merle states that his policy, but Daryl is going to help the family. Daryl arrives on top of the bridge as the father and teenage son take refuge on top of a truck. The father is able to kill several walkers, but he drops his revolver. As the walker grabs the father, Daryl is able to kill it with his crossbow. Daryl tells the father and son to cover him, as he takes out several walkers with his crossbow. He notices that the mother, and her baby, are trapped inside the vehicle that is surrounded by walkers. Daryl kills the walkers, even pulling one out of the trunk, and using the trunk door to crush its head. All the while, Merle stands back and watches Daryl do all the work. He only kills a walker when it approaches Daryl. Daryl is able to clear the remaining walkers on the bridge, and has saved the family. For the work, Merle wants a reward, and starts searching the car for supplies. The father protests, but does not speak English, so Merle holds his gun on him to prove his point. Daryl tells Merle to knock it off, stating that they don't steal from people. Merle states that they can at least give them something for helping them. Daryl holds his crossbow on Merle, telling him to get out of the car. Merle can't believe his brother would treat him like this. Daryl tells the family to leave quickly. The family gets in their car, and drives away.
In the woods, Merle confronts Daryl about pointing his crossbow at him. Daryl states that the family was scared and needed help. Merle believes they were rude and selfish, and didn't even thank them. Daryl states the family didn't owe them anything. Merle notes that Daryl has changed, noting he never helped people out of the kindness of his own heart before. Merle notes Daryl could have died up there, and asks if Rick taught him to do these things. Daryl yells that the family had a baby to take care of. Merle believes Daryl still would have saved the family even if they didn't have a baby. Daryl tells Merle that he went back to the department store in Atlanta to rescue him, along with Rick, Glenn, and T-Dog. He notes that Merle put himself up on that roof for acting the way he did, and Merle chose to cut his hand off rather than wait for help. Merle thinks it's funny that Daryl and Rick are like brothers now. Merle reminds Daryl that they were planning to raid the camp, but never got the chance since Merle was left behind in Atlanta. Merle bets that Daryl never told Rick about that plan. Daryl states it didn't happen, but Merle states it only happened because Merle wasn't there. Daryl reminds Merle that he abandoned him long ago when he was just a kid. Merle asks Daryl if that's the reason he lost his hand. Daryl states that Merle lost his hand because he's an idiot, and this causes Merle to grab onto Daryl. Daryl's shirt rips, revealing whip marks. Merle is shocked by this, and insists that he didn't know Daryl was abused by their father. Daryl states that after Merle left, their father focused all of his rage on Daryl. Daryl states that's why Merle left. Merle insists that he had to leave, or else he would have killed their father. Daryl walks away, and Merle asks where he's going. Daryl states he's going back to the prison, noting he never should have left. Merle insists that he can't go back, noting he tried to kill Michonne, and he kidnapped Glenn and Maggie. Merle states he can't go with Daryl. Daryl states that he's the one walking away, but Merle is the one leaving him again. Merle stands in the forest for a moment, but then starts to follow Daryl back to the prison.
Back at the prison, Glenn gets ready to get in the truck. Hershel wants to talk to him one more time. Hershel asks Glenn if he's really going back to Woodbury. Glenn insists he is only going to check the perimeter. Hershel offers to go with him, but Glenn states he's going alone. Hershel states that it's never a good idea to go anywhere alone out there in the open. Glenn states that he can't just sit around. Hershel notes everything is dangerous outside the walls, noting that Glenn and Maggie were kidnapped while out on a formula run. Glenn asks Hershel if he blames him for what happened to Maggie. Hershel states that he doesn't. Glenn angrily states that he did everything he could to protect Maggie. Hershel states that he knows everything Glenn has done for Maggie, and Maggie knows this too. Hershel states that Maggie and Beth are the only things precious to him left in this world, but he trusts Glenn with Maggie's life. However, he tells Glenn that the rage he is feeling is only going to get him killed. Glenn states that Rick is insane and Daryl is gone, so he is in charge and making the decisions. Hershel asks Glenn what he is trying to prove. Glenn doesn't answer him, and drives away in the truck. Hershel notices Rick still wandering outside the prison fences.
Inside, Beth is taking care of Judith. Beth asks Maggie to help her feed Judith so she can fix Hershel something to eat. Maggie states that she will and holds Judith. Beth gives Maggie the formula, and Maggie feeds Judith. Beth holds her sister's hand, showing her the support that she needs.
Rick continues to run around the perimeter. Hershel gets Rick's attention. Hershel leans against the fence, and tells him that he wouldn't have come down to the fence unless it was important. Hershel asks Rick if he's coming back inside soon. Hershel tells Rick that Glenn is on the warpath, and is going to get people hurt. Hershel states that Glenn is not the leader Rick is yet, and he needs Rick to come back and help them. Rick states that if Hershel is so concerned, then Hershel should lead. Hershel asks Rick what he's doing outside. Rick states that he's been doing stuff. Hershel asks Rick how much longer he needs. Rick states that he doesn't know. Hershel asks Rick if he can help him. Rick tells Hershel that he saw Lori, and he continues to see her. Rick states that he is aware that Lori isn't here, but he believes that seeing Lori means something. Hershel asks Rick if Lori was on the phone. Rick states that she and Shane were both on the phone. Hershel asks if Rick notices them now. Rick states that he's waiting. Hershel asks Rick what he's waiting for. Rick states he doesn't know, but he believes that there is an answer out here and it will make sense to him soon. Hershel tells Rick that he needs to come back inside and rest. Rick states that he can't and walks away from Hershel. Hershel is concerned about the fragile state of the group.
At the prison yard, Axel tells Carol that he knows Rick is under a lot of stress. Axel notes that the prison walls have cracked many men, and he's seen it firsthand. Axel states he didn't crack, and notes things made more sense for him inside the prison walls. Carol asks Axel if he missed his brother. Axel states that he didn't, noting that his brother had a money problem. Carol asks what kind of money problem his brother had. Axel laughs, and states that his brother never lent him any money. Axel starts to tell Carol a story about his brother, but suddenly, a gunshot rings out, and Axel is hit in the head. Axel's dead before he even hits the ground. It is shown that the Governor fired the shot, and he looks menacingly at the prison.
The gunshot attracts the attention of everyone in the prison. Someone starts firing at Rick, and Rick is forced to take cover in the tall grass. Hershel is still in the prison field, and ducks down in the grass for cover. Carol is caught in the open, and is forced to use Axel's body as a shield. Beth and Carl run behind the bleachers, as they realize that a soldier from Woodbury has gotten into one of the guard towers. Carl starts firing at him, and Michonne starts firing at the Governor behind the prison bus. The Governor unleashes a hail of bullets into the prison walls, while Rick fires at Martinez. The Governor chuckles as he runs out of bullets. Maggie runs out to help the others, and helps Carol get to cover.
The gunfire stops, and the group notices a large van driving towards the prison. The Governor is glad to see this, as it was part of his plan. The van breaks the prison fence open, and the driver stops it in the middle of the field. The driver releases the back door and runs for cover. The van releases a large group of walkers into the prison field. Hershel is trapped out in the field, and can't run because he only has one leg. Rick tries to provide cover, but he is out of bullets. Rick yells for Hershel to get out of the field. The Governor watches from beyond the prison fence, satisfied with his attack. Hershel starts to shoot at the walkers in the field, and Maggie is able to kill the Woodbury soldier in the guard tower. The Governor, Shumpert, and Martinez make their escape and drive away. The gunfire has attracted several walkers in the nearby area towards the prison fences, and Rick is trapped outside. Rick kills a few with his Colt Python, but he is blocked on all sides from getting back into the prison. Glenn arrives back at the prison, and sees the chaos. Maggie and Michonne start to kill several of the walkers in the field in order to save Hershel.
Outside the prison fence, Rick starts hitting several of the walkers with his Colt Python. However, two walkers pin him up against the prison fence. Rick tries to push them off, but they have too much of a grip. However, just before they are able to bite him, an arrow goes through the head of one of them. Daryl has shot it, saving Rick. Merle charges from the woods and kills the other walker before it bites Rick. Inside the prison, Glenn is able to drive the truck to Hershel and Michonne. Glenn and Michonne get Hershel inside the truck, and are able to drive away. Outside the prison fence, Rick, Daryl, and Merle are able to kill the walkers in the nearby area. Rick looks inside the prison to see the prison gate destroyed, and walkers filling up the prison field. He is angry that they have been attacked, and angrily stares into the field contemplating what he's going to do next, ending the episode.