The episode begins with an unidentified individual dragging a deer corpse into the prison. Walkers are attracted to the smell of the deer corpse and start to follow the pieces towards the prison gate. The unidentified person forces the gate open, places deer parts on the ground, and runs away as the walkers begin to approach the prison gates.
In the prison field, Rick, Daryl, Carol, and T-Dog begin to move the vehicles and the bodies in order to clear the field. Glenn and Maggie are discovered in the guard tower making love, and the group has a laugh after embarrassing them. The group notices Axel and Oscar coming out into the prison field. Rick is upset that Axel and Oscar broke the agreement to stay away from the rest of the group. Axel acknowledges their agreement, but begs Rick and the group to consider letting Axel and Oscar join their survivor group. Oscar explains that the fence on the far side of the prison is down, and every time they try to burn a body, the walkers try to attack them. Axel insists that they will do whatever it takes to become part of the group. Rick states that the agreement is non-negotiable, and they can either stay in their prison block or leave the prison.
Axel and Oscar state that they would rather leave than live in the cell block by themselves, but still wish they could become part of the group. When Daryl locks them behind the entrance gate, the group has a discussion. T-Dog stands up for Axel and Oscar, and states that the group should give them a chance. Rick believes that if they let Axel and Oscar live with them, they will try to get weapons and hurt someone. Glenn agrees, believing that Axel is unstable. Carol worries that Axel and Oscar might try to take the prison back, and they're not gonna let that happen after they worked so hard to take it. Maggie states that Axel and Oscar are strangers, and she feels uncomfortable letting new people around the group. T-Dog argues that the Greene Family let their group stay on the farm. Maggie points out the circumstances were different, noting that they showed up with Carl shot because of Otis' mistake. Carol notes that they are convicts, but T-Dog notes that they may have less blood on their hands than everyone else in the group. Daryl states that he is familiar with people like Axel and Oscar, and states that they are not psychopaths. Daryl notes he could have easily been inside of a prison at the start of the zombie apocalypse. However, he does not support T-Dog's proposal, and states that they can take their chances on the road. Rick tells everyone that when he was deputy, he arrested a kid for stabbing his girlfriend. He states that the kid cried during the whole trial, and suckered the jury into finding him not guilty. Two weeks later, that same kid shot another girl. Rick states that they've been through too much to screw up now, and he's not letting Axel or Oscar in the group.
In Woodbury, Michonne starts to do some investigation near the perimeter. She finds the army trucks that the Governor's people brought in yesterday, and finds them riddles with bullet holes. The Governor finds her snooping around and tells her that he wishes Andrea and Michonne weren't leaving today. He notes that Michonne would make a great soldier. Michonne states that the town seems to be holding its own. Michonne does not trust the Governor's story about the National Guardsmen being overrun by walkers (they were shot down by the Governor's people). She notes that walkers move slowly, and doesn't understand why one or more of them didn't hop in the truck and drive away. The Governor states that the National Guardsmen wouldn't leave their man, Welles, behind. Michonne points out the bullet holes and sarcastically states that the biters must know how to fire guns now. The Governor blames the bullet holes on bandits. Michonne is also suspicious about Welles. The Governor states that Welles couldn't be revived and they cremated him in secret because the survivors shouldn't have to go through a funeral. Michonne knows in her heart that the Governor is not to be trusted.
Back at the prison, Rick offers to give Axel and Oscar a week's worth of food and supplies for their journey. T-Dog notes that they may not survive a week. Rick pulls T-Dog aside and asks whose blood he'd rather have on his hands: the prisoners or someone in the group. T-Dog replies he'd rather have neither. Axel tries to be friendly to Daryl, and offers to fix his motorcycle. However, Daryl rebuffs any attempt to be nice to him. Inside C Block, Lori and Beth bring crutches to Hershel so he can get out of bed. Hershel is a little unsteady at first, but he quickly gets the hang of it and begins to walk outside. Hershel is glad that he doesn't have to look at the top of the bed bunk anymore.
At Woodbury, Michonne tells Andrea that when they leave, they should head for the coast, find a boat, and travel to an island. Andrea notes that none of those plans sound great, and notes it might be better to stay in Woodbury. Michonne doesn't like Woodbury, and states that she would rather take her chances outside.
Back at the prison, Hershel, Lori, Beth, and Carl walk outside. Hershel is amazed that the bodies have been cleared from the prison yard, and it's starting to look like a place to live. Rick, Daryl, and Glenn return from gathering firewood and are glad to see Hershel on his feet. Glenn congratulates Hershel, but Daryl tells him to keep his cheers down as the walkers are attracted to the loud cheer. Glenn sarcastically asks if they can have just one good day. Carl challenges Hershel to a race, and Hershel believes that he could beat him tomorrow. The group shares a quiet moment, taking in the realization that they have a new home, Hershel's healthy again, and things are finally looking up. Lori looks across the prison field at Rick, and Rick and Lori share a look and a smile.
However, the tender moment is broken up when walkers appear behind the group in the prison yard. Rick, Daryl, and Glenn are on the outer fences, and run to help the group. Beth gets Hershel to cover while Lori, Carl, Maggie, T-Dog, and Carol start shooting the walkers. The group is outnumbered and have limited ammunition as more and more walkers converge in the prison yard. T-Dog notices that the gate is open, which is letting the walkers in. Maggie, Lori, and Carl run towards the door going into C-Block and are able to get inside before being attacked by walkers. Hershel and Beth lock themselves in a safe area. T-Dog and Carol run towards the gate in order to shut it. T-Dog shoots several walkers and makes it to the gate first, shutting it. However, just as he shuts it, a walker comes up behind him and bites him in the upper shoulder. T-Dog hits the walker, and shoots it with his remaining bullets. Carol and T-Dog then make their way inside the prison.
Back at Woodbury, Andrea gives Merle a map that shows Hershel's farm on it. Merle still hopes to find Daryl, and wants to use the map as a guide to search the nearby area. Merle asks Andrea why they never hooked up. Andrea states that he called her several insulting slurs. Merle notes he has a way with words, and asks Andrea why she's helping him. Andrea states that if it was her family, she would want Merle to do the same thing. Merle asks Andrea if she wants to come along with him. Merle notes that they both have something in common: they were both abandoned by the same group of people. Andrea believes that the group searched for her, but she wasn't going to wait around with all the walkers chasing her. Andrea asks Merle if he ever thought about leaving Woodbury, and asks if the Governor is a good man. Merle says he's never had a reason to leave Woodbury, and states that the Governor saved Merle's life when he found him after Merle chopped his hand off. He definitively states that the Governor is a good man.
Rick, Daryl, and Glenn break into the prison yard and start to kill the walkers. Rick approaches Hershel and Beth, and ask what happened. Beth tells him that the walkers just invaded the yard. She states that Maggie led Lori and Carl into C Block, and she also knows that T-Dog was bitten. Rick tells Beth and Hershel to stay where they are since they're safe. Glenn tells Rick that someone intentionally broke the lock on the gate, which is why the walkers came in. Rick believes Axel and Oscar did it. Axel and Oscar come into the yard, and suddenly, the prison alarm starts going off, alerting more walkers into the area. Rick approaches Oscar and asks him why the alarm's going off. Oscar states that it must be the backup generators, and states that someone must have turned them on. Rick asks Oscar if someone could electronically open all the gates from that room. Oscar states that it may be possible. Rick tells Axel and Oscar to come with them so they can shut it off.
Inside the prison tombs, T-Dog and Carol try to find their way back to C Block. T-Dog promises to get Carol back to C Block safely before he dies. Carol tells T-Dog that she wants to help him, but T-Dog states that it's not possible. Carol reminds him of the pact, noting that they never allow anyone to turn into a walker. T-Dog states that God's plan is working now, and he knows that he will get Carol back and everything else will work itself out.
In C Block, Maggie, Lori, and Carl were almost attacked by walkers, and also end up in the prison tombs. However, Lori starts to go into labor due to all of the stress. Suddenly, walkers show up in the prison tombs, and the three are forced find safety. The three takes shelter in the boiler room.
In Woodbury, the Governor is hitting golf balls down the street. Merle tells Governor that he wants to take Tim and Martinez on a scouting mission to see if he can find Daryl. The Governor notes it's been eight months since Andrea saw Daryl, and he may be dead. Merle states that he has a lead, and hopes to follow it. Merle is convinced that Daryl is out there, and he can find him. The Governor notes that someone could get hurt on the mission. Merle offers to go on his own, but the Governor states that he needs Merle here to keep Woodbury together. The Governor tells Merle that if he gets more concrete information, he promises to go out with Merle himself.
Back at the prison, Rick, Daryl, Glenn, Axel, and Oscar take out the walkers in C Block, but don't find anyone in the group. Glenn believes they were pushed further back into the prison by the walkers. Rick is angry that someone is playing games with them. He tells the group to split up, find the generators, and shut them off. Meanwhile, Lori is having complications with her labor. Maggie does her best to assist Lori, but she does not have knowledge like Hershel would. Lori is having contractions, and when she attempts to push, massive amounts of blood come out of her. Elsewhere, T-Dog and Carol are trying to make their way back to C Block. However, they come upon two walkers, and Carol is out of bullets. T-Dog thinks that the cell block is through the door, and tells Carol to run. He runs straight at the walkers, holding them against the wall and telling Carol to leave him behind. Carol doesn't want to, but T-Dog tells her to go. The walkers begin to eat him piece by piece, and Carol goes through the door.
Back in Woodbury, the Governor tells Andrea that he is sorry to see her leave. Andrea thanks the Governor for everything, and states that she and Michonne are heading for the coast. The Governor notes that Michonne's intuition kept them alive all those months, but believes that Andrea isn't so convinced on going to the coast. The Governor pours Andrea a drink and asks her about providing Merle with information on Daryl. Andrea states she couldn't give him much. The Governor is concerned about Merle having hope because he doubts that Merle would be able to find Daryl even if he would be alive. Andrea states that Merle has to try. The Governor asks Andrea if she thinks she'll find what she's looking for outside of Woodbury, and asks if she has family. Andrea states that her parents and her sister, Amy, are dead. The Governor states that his wife died in a car accident before the apocalypse started, and he also had a daughter named Penny. Andrea tells the Governor that she doesn't know what she's looking for, and all she's care about is survival. She admits she doesn't know what matters now. The Governor notes that people used to have to worry about mortgages, family, and the job. Andrea thanks the Governor for the drink. The Governor states that if Andrea ever wants to come back, she is welcome, and tells her that his real name is Philip. Andrea is touched that the Governor would reveal his real name, despite saying he never had in the past. The Governor reminds Andrea that she once told him to never say never.
Back at the prison, Rick, Daryl, and Oscar find the generator room. Oscar tries to help Rick while Daryl keeps the door shut so the walkers don't get in. As Rick and Oscar look at the generators, Andrew (the prisoner that Rick locked outside after he killed Tomas) reveals himself and attacks Rick with an axe. It turns out that Andrew was the one who broke the lock and let the walkers in. Rick and Andrew fight for control of the axe and Andrew tries to get Rick's gun away from him. Daryl kills some of the walkers outside the door, and is finally able to get it shut so he can help Rick. Oscar is able to get his hands on Rick's Colt Python, and he points it at Rick and Andrew. Everybody stands still. Andrew tells Oscar to shoot Rick, and then they can take back the prison. Oscar hesitates, and Andrew again tells Oscar to shoot Rick. However, Oscar shoots Andrew in the head instead. After he does this, he gives Rick his Colt Python back, and they are able to shut off the generators.
Back in the boiler room, the birth is not going well. Lori is not fully dilated, and Lori knows that she might lose the baby. However, she refuses to let this happen and tells Maggie that she's going to have to give her a Caesarian Section birth. Maggie refuses to let Lori die, but Lori states that there is no other option. Maggie states that Lori won't survive. Lori states that she can't lose the baby, and notes that Carl has a knife. Lori states that Maggie needs to do this for the baby and for the rest of the group. Maggie is conflicted, and doesn't know what to do.
Back at Woodbury, Andrea is having second thoughts about leaving Woodbury and gives her thoughts to Michonne. Andrea notes that they should wait a few more days before leaving. Michonne is not happy about this, but she reluctantly agrees, leaving the room without another word.
Maggie prepares to do a Caesarian Section birth. Lori turns to Carl and tells him not to be scared. She states that it's the right thing for her to do, and tells Carl to take care of Rick and the new baby. Carl begs Lori not to do this, but Lori states that he will be fine. Lori states that Carl will beat this world because he is smart, strong, and brave. Lori tells Carl that she loves him, and that no matter what, he needs to always do what's right. She notes it's so easy to do the wrong thing in the zombie apocalypse, and if something doesn't feel right, that he shouldn't do it. Lori notes that this world could very easily change Carl into a bad person, but she believes it won't. Lori tells Carl that he is the best thing she ever did, and she loves him so much. Lori and Carl hug one final time, and Carl hands over his knife to Maggie. Maggie takes the knife and cuts open Lori's belly. Lori screams, and passes out from the blood loss. Maggie and Carl are able to deliver the baby successfully, and it is a girl. Maggie is able to get the baby to breathe and it begins to cry. Carl looks down at Lori, and knows that Lori has died from blood loss. Maggie states that they need to go, but Carl doesn't want to leave Lori here because she'll turn. Carl has a gun, but he doesn't want to shoot his own mother. Maggie is busy with the baby, and can't do it. Carl turns towards Lori's body, and remembers the time at the farm when Rick told Carl that people would die and there was no way to be ready for it, but that he needed to be. Off screen, Carl shoots Lori in the head so she won't turn into a walker.
In the prison tombs, Rick, Daryl, Glenn, Axel, and Oscar find T-Dog's body and walkers eating it. Rick shoots the walkers, and everyone takes a moment to survey the scene. Daryl finds Carol's head scarf on the floor along with her gun, fearing the worst that she also died.
Rick, Daryl, Glenn, Axel, and Oscar then run out to the prison yard where they find Beth and Hershel waiting for them. Rick asks where Lori, Carl, and Maggie are. Hershel states that they are still missing. Daryl tells them that T-Dog and Carol are dead. Rick states that it doesn't mean the others are dead and states that they have to go back inside. However, the group hears crying and turns around to find Maggie, Carl, and the baby coming out of C Block. Rick walks towards Maggie, and notices that she is in tears. Rick fears the worst and asks Maggie where Lori is. All Maggie can do is cry, and Rick realizes the truth that Lori is dead. Rick breaks down in tears, and the rest of the group remains silent and mourns the death of their friends. The episode ends with Rick dropping to the ground and sobbing heavily over the death of Lori.