The episode begins inside Woodbury as the citizens are having a get together. Milton brings Andrea a drink. Andrea is amazed that there is ice in the drinks. Milton states that the Governor is using the generators to keep the freezers cold for the day. Andrea asks Milton to drop her a hint about what will happen at tonight's party. Milton states that words cannot describe the events. Michonne is outside, but she is staying away from everyone.
Inside, the Governor is brushing the hair of a young girl. Suddenly, a piece of the girl's scalp comes off, and it is revealed that the little girl is a walker. The Governor has been keeping her inside of his home, and has her in a straight-jacket and pulled out her teeth. The walker was the Governor's daughter, Penny Blake. Walker Penny becomes restless and starts to pull away from the Governor. The Governor puts a sheet over Penny's head to keep her quiet and tells her that he loves her. The Governor hopes that somewhere inside the walker's brain, there is still his little girl that loves and understands him. The Governor looks out his window and sees Michonne staring inside. He wonders what or how much Michonne saw through the window.
Back at the prison, the newborn baby girl is crying. The sound is an echo, and seen through the perspective of Rick. After hearing the news that Lori has died, Rick is unresponsive and stares in sadness with a catatonic look on his face. Several of the group members try to get his attention, but he won't respond. Hershel asks to inspect the baby to make sure she's healthy. Daryl notes that they don't have anything to feed her. Hershel believes that she looks healthy, but the baby will need formula or she will die. Daryl refuses to let anyone else die today and states he's going on a run. Glenn and Maggie state that they will go as well. Daryl pulls Beth aside and tells her to watch after Carl as his mother has died and he's going to need support. Beth agrees to look after Carl. Suddenly, Rick gets up off the ground and grabs the axe. Rick goes back inside the prison while the rest of the group prepares to fortify the prison or go on the run. Daryl notes that a lot of places have been looted and it's going to be hard to find a place. Maggie and Glenn know of a shopping center, but note that there is a lot of debris on the road. Daryl states that they'll need to take the motorcycle, and he can only take one other person. Maggie agrees to go. Glenn protests, noting that she's been through a lot today. Maggie states that she has to do this for Lori. Glenn kisses Maggie and tells her to be safe. Daryl and Maggie leave the prison to go on the run. Inside the prison tombs, an angry Rick walks down the hallway and massacres four walkers with the axe. He is breathing heavily, and needs to take out his anger on something.
Back at Woodbury, the Governor gathers the town citizens in front of city hall. The Governor notes that they started out with nine people holed up in an apartment. The Governor notes that they've now built a home and he's happy with it. The Governor tells everyone that they will celebrate how far they have come and remember everyone they have lost. Everyone raises a glass to toast their town.
Michonne breaks into the Governor's home and takes her sword back. She looks at the picture of the Governor, his wife, and Penny. Michonne looks through the Governor's notebook and finds a list of all the survivors, with Penny underlined. She notices the Governor has written pages of squiggly lines throughout the rest of the notebook. Michonne hears something thud and she attempts to break open the closet door. However, the Governor, Merle and Milton come into the room. Milton is not happy that the Governor is using a lot of resources on the party tonight. Milton believes they should conserve the generators. Merle tells Milton to lighten up, noting that they've earned the party. Milton states that he wants the party. The Governor states that he doesn't see the problem. Milton states that he's working on an experiment, and he's having trouble getting access to electricity because the Governor is using it for the party. Milton wants the party postponed. The Governor asks Milton how long he wants the postponement. Milton wants ten days. The Governor refuses, telling Milton to enjoy the party tonight and do the experiment tomorrow. Milton relents, noting that he could compromise. Michonne escapes out the back window into an abandoned area of the town. She looks around and finds a lot of guts lying around. Suddenly, she hears the moans of walkers and discovers that there are six walkers locked up in a cell. Michonne breaks open the lock and kills all six of the walkers with her sword. The door opens, and someone from Woodbury drops a bucket when they discover Michonne massacred the walkers.
Later, the Governor meets with Michonne. He asks Michonne if she gets pleasure out of poking around other people's business. The Governor tells Michonne that Woodbury has nothing to hide. Michonne notes that people don't have to say that if they have nothing to hide. The Governor respects Michonne's view, and notes that everyone has secrets. Michonne asks if Penny is the Governor's secret. The Governor notes that if she knows about Penny, then Michonne should know that he loved her. Michonne believes the Governor says that about all the girls, making the Governor realize she doesn't know the truth. The Governor tells Michonne that he's only trying to provide for his people, and Michonne has the wrong impression of him. The Governor realizes that Michonne wants to leave and Andrea wants to stay in Woodbury. The Governor realizes that Michonne is trying to get him to kick her out of the town. He notes that he was about to give Michonne her sword back because she fits in with the town. However, the Governor notes that Michonne broke the rules, and if he doesn't do something about it, then it invites anarchy and others may rebel against him. The Governor tells Michonne that he will keep the incident quiet if she joins the rescue team. Michonne grabs her sword, and holds the tip right at the Governor's throat. However, she doesn't stab him. She steps back slowly, sheaths her sword, and walks out of the Governor's house. Merle comes inside and asks the Governor how his meeting with Michonne went. The Governor tells Merle that Michonne is all personality. Merle asks if they have a problem. The Governor states that they do not. He tells Merle to take a team and go get more walkers.
Glenn digs graves for T-Dog, Lori, and Carol. Axel and Oscar come out to see him. Axel reports that they spread the walkers throughout the fences so there's no risk of a breach. Axel tells Glenn that he is sorry about his friends, believing they were good people. Glenn states that T-Dog, Lori, and Carol were family. Oscar states that he maybe had one friend like that in his whole life, and notes that Glenn is lucky to have a whole group. He gives his condolences to Glenn. Axel and Oscar offer to help, and Glenn asks them to dig two more graves. Glenn sees Hershel approach the fences. Hershel tells Glenn that Rick is still inside the prison. Glenn states that he'll go inside and get Rick. Glenn can't believe that a third of their group is gone. Hershel notes that it's because of one guy: Andrew. Glenn states that part of him wishes that they killed all the prisoners. Hershel notes that Axel and Oscar seem like good men. Glenn tells Hershel that when the evacuations started at the beginning, T-Dog drove his van to the senior citizens' homes to see if they needed a ride, and saved his life numerous times during the winter. Glenn states that T-Dog was one of the best men he ever met. Hershel notes that T-Dog was bitten when he tried to close the gate, and notes his bravery. Glenn admits that he would trade several other peoples' lives for one of his group members any day.
The Governor meets with Andrea. The Governor tells Andrea that he's having problems with Michonne. He tells Andrea about Michonne stealing the sword, breaking into his home, and killed the walkers. Andrea asks why there are walkers inside the perimeter. The Governor states that he has reasons, and doesn't want to divulge them. The Governor states that he tried to talk to Michonne, and she pulled her sword on him. Andrea states that Michonne wouldn't do that unless she was threatened. The Governor states that many people are threatened by Michonne, but he doesn't want to kick her out because of how bad it is outside Woodbury. The Governor notes he's in an impossible position, stating that Michonne's methods are not acceptable inside Woodbury like they are outside the town.
Andrea goes to talk to Michonne. Michonne tells Andrea that they need to leave. Andrea tells her that she heard about what happened and tells her that she can't be breaking into peoples' houses and threatening them with swords. Andrea notes that she is scaring people, including her. Michonne states that they can escape through the north wall. Andrea states that they are not prisoners. Michonne notes that nobody ever leaves the town. Andrea states that the town is safe and the people are happy. Michonne states that is only a front, and notes that nobody can leave unless they are forced out of the town. Andrea states that Michonne isn't making sense. Michonne asks Andrea to trust her. Andrea states that she needs more evidence of misconduct before she can believe these accusations. Michonne noted that they said Woodbury was a temporary stop. Andrea states that she's changed her mind, noting that they need a safe town like Woodbury. Michonne states that she tried to live in the town, but she can't. Andrea states that Michonne isn't trying, and is sabotaging their chance to stay. Michonne insists that Woodbury is not what the Governor says it is.
Glenn goes into the tombs and follows the bodies of several killed walkers. He eventually comes upon Rick, who is leaning against a wall, breathing heavily and unresponsive. Glenn approaches Rick and tells him that everyone's worried about him. He asks Rick to come outside. Rick looks at Glenn, but doesn't say anything. Glenn tells Rick that he doesn't have to clear the tombs by himself, and asks Rick to come back to the cell block. Glenn tries to touch Rick, which causes Rick to pin him to the wall. Rick stares angrily into Glenn's eyes, but eventually throws him away from the wall. Rick, still unresponsive and in a crazed state, continues down the tombs to kill walkers.
Milton, Merle, Martinez, and Shumpert arrive at a pit that Woodbury uses to capture walkers. Merle states that there are some inside, and they raise a net that holds several walkers. Merle is impressed with the walkers and starts to play around with them in the net. Milton notes that the looks in some of their eyes fascinates them, and notes that he could use some for research. Milton grabs one with a grasper, but it breaks free and tries to bite him. However, Milton is wearing a special jacket that covers his arms, and the walker can't bite through the jacket. Merle kills the walker and saves Milton. Martinez grabs a walker, and Merle pins it to the ground so they can remove all the walker's teeth.
Daryl and Maggie come upon a daycare center. They search it for formula. Daryl hears a noise coming from one of the rooms. Fearing it might be a walker, Daryl and Maggie proceed carefully and hear the sound coming from a closet. Maggie opens it, and Daryl stands with his crossbow. It isn't a walker, but a possum. Daryl shoots it, noting that it's his dinner.
Back in Woodbury, Andrea and Michonne begin to leave Woodbury. Merle sees them leaving and asks them not to leave. Michonne states that they are leaving. Merle notes that it's almost curfew and he would have to get her an escort. Merle notes that everyone is getting ready for the party. Merle tells Michonne to wait a moment. He approaches Martinez, and talks with him. Andrea approaches him, and notes that the Governor told her they were free to come and go as they pleased. Merle tells Andrea that she needs to step back so he can finish his conversation. Michonne tells Andrea that she told her there was always a reason why they couldn't leave. However, Merle opens the gates, and tells the women that he hopes they find shelter by nightfall. Michonne believes that this is all for show. Andrea isn't as suspicious, telling Michonne that she is being paranoid. She tells Merle to close the gates. Andrea tells Michonne that she campaigned to let Michonne stay, noting that friends do that for each other. Michonne notes that friendship goes both ways. Andrea notes that the winter was tough on their own, and she can't believe Michonne would rather eat twigs and walk around with walkers on chains that stay in the town. Andrea states that she's tired of that life, and she can't do another eight months living like that. Andrea doesn't want Michonne to disappear. She notes that all winter they talked about finding a place like Woodbury to live in, and begs Michonne to stay. Michonne is not convinced, asking Andrea if she's staying or leaving. Andrea hesitates, and Michonne notes that Andrea would just slow her down. Andrea calls for Michonne to come back, but Michonne leaves Woodbury. Andrea watches her walk away with a sad face, while Michonne doesn't look back.
Andrea sits alone later that evening as the Governor comes to see her. The Governor is sorry that things didn't work out with Michonne. The Governor notes that she could use a drink and some company. The Governor asks her to come with him and Andrea follows the Governor to the party.
Daryl and Maggie return from the run and Glenn shoots two walkers near the prison fence so Daryl and Maggie can get back inside. Inside the cell block, Carl is holding his new baby sister. The baby is crying and Daryl gets the formula ready. Daryl takes the baby and he feeds her some formula. Daryl asks Carl if she has a name. Carl notes that they could name her Sophia, Carol, Andrea, Amy, Jacqui, Patricia, or someone else from their group that has died. He admits he doesn't have a name picked out yet. Daryl states that Little Ass Kicker is a good name. The group has a little laugh.
Rick is still inside the tombs. He finally comes to the boiler room where Lori died. He finds the spot where her body was, along with the knife used to cut her open, but there is no body. Rick looks around, and fears the worst that Lori has become a walker. Rick finds the shell casing from Carl's pistol. At this point, he notices a trail of blood and finds that a walker has eaten Lori's body. The walker is so bloated and fat that it cannot even move. It looks at Rick, and reaches for him, but is too full to move. Rick sticks his Colt Python in its mouth, screams, and blows its brains out. Rick touches the walker's stomach, and then starts to stab it over and over in the stomach.
At Woodbury, the town citizens gather at the party. There is music playing and everyone is celebrating. The Governor takes Andrea to the top of the bleachers where everyone is sitting. At this point, the lights come on and it is revealed that walkers have been tied in a large circle that acts as an arena. Merle and Martinez are preparing to fight. It is shown that as entertainment, some of the men fight in an arena of walkers. The walkers look dangerous, but they pull out the teeth so the walkers can't bite them. Merle and Martinez begin to fight, with Merle clearly being the stronger fighter. While everyone else cheers, Andrea is not as comfortable with the fights. Tim lets the walkers go in closer, as the walkers are held back by chains that can be held back, or can be released of some of the slack. Andrea tries to leave, but the Governor asks her to stay. Andrea is horrified by the fights, and asks the Governor what they see in the fights. The Governor states that it's a way to blow off steam. Andrea states that people go on jogs to blow off steam, not fight in an arena of walkers. The Governor notes that everyone else likes it. Andrea believes it's barbaric. The Governor reveals to Andrea that the fights are staged. He states that the walkers' teeth are pulled out, and the fights are for show. Andrea doesn't see this as good entertainment, and states that she's not comfortable with the gladiator fights. The Governor states that they are controlling the walkers, noting that it makes the people feel safer. Andrea states that the Governor is sending the wrong message by making the walkers look like they're not a danger. The Governor states that he wants to teach his people not to be afraid. Andrea still isn't satisfied with his responses, and looks on as Merle wins the fight.
It is dawn at the prison, and Daryl walks outside to T-Dog, Lori, and Carol's graves. Daryl stops at Carol's grave, and places a Cherokee Rose flower at her grave. He takes a moment of silence, places his hand on the grave, and walks back towards the prison.
Rick is still inside the boiler room. He continues to hear the baby crying in his head, and then hears a phone ring. Rick notices that there is a phone sitting on one of the desks in the room. Rick walks over to the phone, picks it up, and the episode ends with him saying: "Hello?"