The episode begins with Merle dragging his prosthetic arm blade across a wooden table. Glenn is sitting at the end of it, and he is tired to the chair. Merle is interrogating him, and tells him that he never meant any harm to Glenn. Merle notes that Glenn should remember that Merle lowered his gun and Glenn was the one that raised his. Merle believes that Glenn hasn't changed at all since the day they cuffed Merle to the rooftop. Merle is still angry that they left him on the roof, and he states that he wouldn't do that to an animal. Glenn tells Merle that he, Daryl, Rick, and T-Dog went back to save him and he already left. Merle remembers T-Dog, and also remembers that T-Dog dropped the key. Merle asks how T-Dog is, and Glenn informs him that T-Dog died. Merle hopes that T-Dog died slowly. Merle asks Glenn about the other members of their group, including Daryl. Merle is upset that Glenn never told him where Daryl was and he wants to know where his brother is at. He notes that if Glenn won't tell him, Maggie might. While Merle is talking to Glenn, Maggie is in another room listening to everything Merle is saying. Merle knows that Glenn doesn't scare easily, and Merle likes that about Glenn. Merle puts his blade under Glenn's nose and states that he wants to know where Daryl and Rick are at. Merle gets to close and Glenn head butts him in the nose. Merle laughs and starts to beat Glenn in the face over and over, while Maggie has to listen to this. Merle continues to tell Glenn that he needs to tell him where their group is, and Glenn won't answer.
Outside the prison, Michonne is standing with a group of walkers. Michonne clings to the fence and Rick continues to stare at her. Carl runs down to see Rick. Michonne touches her wounded leg, and the walkers start to smell human blood and realize that she is food. Michonne backs away and kills two walkers with her sword. Carl looks down and asks Rick if they should help her. Rick doesn't have an answer yet. Michonne falls to the ground, weak from blood loss. As the walkers start to swarm her, Carl realizes that there's no time to debate and shoots two walkers that surround Michonne. Rick opens the gate and he and Carl shoot the remaining walkers in the vicinity. Carl picks up the formula while Rick kicks the sword away from Michonne's reach. Rick realizes that Michonne has a gunshot wound, but is not bitten.
The group takes Michonne into the common area of C Block and Carl and Beth get medical supplies for her. Rick tells them that they are not letting Michonne into the cell block. Michonne wakes up and Rick asks who she is. Michonne doesn't know whether she can trust anyone and tries to reach for the sword. Rick tells Michonne that nobody is going to hurt her as long as she doesn't try to hurt them. Daryl comes out and asks who they have. Michonne won't answer them. Daryl tells everyone that they should see something. Rick tells Michonne that they will treat her leg and keep her safe in the cell blocks. Michonne states that she never asked for help. Rick states that it doesn't matter, and tells her that they can't let her leave yet. Rick comes into the cell block to see that Carol is alive. Everyone is happy and hugs Carol. Daryl tells them that Carol found solitary, and stayed behind a door. Carol realizes that the baby has been born, but doesn't see Lori. Carol can tell by Rick's face that Lori is dead, and she begins to cry. Carol comes out to look at the baby, and Michonne looks in on the group, realizing that maybe they aren't bad people.
Inside Woodbury, Milton tells the Governor that Mr. Coleman is ready. Andrea is getting dressed. The Governor tells Andrea that he could use her help.
Rick tells Michonne that they will treat her wound, give her some supplies, and send her on her way. Rick asks Michonne how she found them and why she has the formula. Michonne tells them that she saw Glenn and Maggie drop the formula. Hershel asks Michonne if they were attacked. Michonne tells Hershel that they were taken by the same person who shot her. Rick wants to know who did it and touches Michonne. Michonne pushes him back, and warns him never to lay his hands on her again. Daryl tells Michonne that she needs to start talking, or she'll have a much bigger problem on her hands. Michonne states that they can find their friends themselves. Rick realizes Michonne knows something and tells Daryl to put the bow down. Rick notes that Michonne came to the prison for a reason. Michonne tells Rick about Woodbury and she believes Glenn and Maggie were taken there. Michonne tells them about the Governor and the armed sentries. Michonne states that she knows of a place they can slip through. Rick asks Michonne how she knew about the prison. Michonne states that she overheard Glenn and Maggie talking. Rick tells Michonne that Hershel is the father of Maggie, and he can take care of her wound.
Glenn is bleeding from the face and is swollen up. Merle states that after Rick abandoned him, he's surprised that Rick didn't abandon Glenn. Glenn states that he hasn't been abandoned, and Rick will come looking for him. Merle states that he'll bake a cake for the welcoming party, but he doesn't think anyone will come for him. Glenn is confident that Rick will come and rescue him. Merle states that Rick won't do anything, because Glenn and Maggie would be the first to die if he did. Merle states that he's not alone. Glenn states that they have a bigger group, and they've been on the road and got tougher. Glenn lies and tells Merle that Dale, Shane, Jim, and Andrea are still alive and part of their force. Merle knows that Glenn is lying because Andrea is in Woodbury, and he smiles knowing that he caught Glenn in a lie.
Back at the prison, Hershel sews up Michonne's leg wound. Carl stands by with his gun to make sure Michonne doesn't hurt Hershel. Michonne thanks Hershel for treating her. Inside the cell block, the others talk about what is happening. Oscar doesn't know if they can trust Michonne, but Beth states that they don't have a choice. Daryl promises that they are going to look for Glenn and Maggie. Rick states that Woodbury sounds like a secure place. Everyone offers to go along.
Outside, Daryl and Oscar load up the vehicle with guns and the tear gas that they found. Carl helps load up supplies. Daryl tell Carl not to worry about Rick, promising he will make sure he stays safe. Beth starts to open up the gates. Michonne asks if the prison was overrun with walkers. Beth confirms that it was, but they cleaned it out by themselves. Beth states that a few other people were alive at the start as well, but they died. Rick pulls Carl aside and talks with him. Rick tells Carl that he is sorry that he had to put Lori down, and nobody should have to go through it. Carl asks Rick if he will be gone long. Rick states it won't be long, and states that if anything happens, lock themselves in the cells. Rick knows that Carl can do this, and he asks him to look after the baby. Carl tells Rick that Daryl was calling her Little Ass Kicker. Rick asks Carl if he has a name that he wants to call the baby. Carl states that he liked his third grade teacher, Mrs. Mueller. He states that her first name was Judith. Rick thinks that Judith is a good name, and agrees that they can call her Judith. Hershel asks Rick to bring Glenn and Maggie home. Rick states that he will. Rick, Daryl, Oscar, and Michonne drive away from the prison to go save Glenn and Maggie.
Inside a room in Woodbury, an older man named Michael Coleman is lying in a bed. A record is playing. Milton is feeding him dinner. The Governor and Andrea arrive in the room. The Governor leans down and introduces him to Andrea. The Governor tells Andrea that Milton will bring her up to speed on what they are doing, and he thanks Coleman for doing the service for them. Milton asks Andrea to put the record back on the first song. Milton takes a bowl and makes it ring. He asks Mr. Coleman some question about his life, and Mr. Coleman raises his hand about the true statements. Mr. Coleman asks if they could keep the song playing, and Milton says yes. It is clear that Mr. Coleman is close to death.
Merle brings a walker inside of the room. Merle tells Glenn that he wants him to know what it was like to fight his way through the walkers while he was bleeding and had only one hand. Merle lets go of the walker and closes the door. Glenn acts fast and knocks the walker down. He starts to smash his chair against the wall so he can get loose. The walker is caught against some debris and Glenn is able to continue to keep it back as he breaks the chair. When he does, he puts his arm up against the walker with the chair leg taped to him. He uses the chair leg to trap the walker's mouth, and then stabs it with a chair leg, killing it. Glenn screams in anger and also relieved that he is alive.
Milton explains to Andrea that Mr. Coleman volunteered himself for an experiment. After he dies, they will restrain him, he'll become a walker, and then he'll ask the questions again and record the information. He needs Andrea to end Walker Mr. Coleman. Andrea agrees to help him. Milton informs Andrea that he's been trying to see if walkers have trace memory and human consciousness. However, he never had a baseline to work off of until now. Milton states that Mr. Coleman has prostate cancer and he's been a remarkable person. Milton states that they've spent a lot of time together and he hopes that the cues he's been using will show his theory is correct. Andrea tells Milton that the walkers don't have a mind. She states that when they turn, the walkers are just monsters. Andrea believes the person inside of them is gone. Milton states that they will see. Andrea asks Milton if he's ever seen someone turn. Milton admits that he hasn't. He tells her that his parents died when he was young and he telecommuted to work. He admits he really wasn't very social. They see that Mr. Coleman is not breathing and Milton sees that there is no pulse. Mr. Coleman has died. Andrea and Milton get to work restraining him.
The Governor is told about Glenn and Maggie knowing Daryl and they've confirmed Daryl is alive. The Governor notes that Glenn and Maggie's people may come for them. Merle states that is likely, noting that Glenn and Andrea both told him that they tried to come back for him in Atlanta. The Governor is told that Glenn won't break, and hasn't told him anything about where his people are. Martinez tells the Governor that Glenn took out the walker they put in the room. Martinez notes that they are going to need Glenn for leverage if his group comes to get him. The Governor asks if they've talked to Maggie yet, and Merle states that he hasn't. The Governor states that he will talk to Maggie.
Maggie is still sitting in the other room, wondering what happened to Glenn. The Governor comes inside and pulls out a knife. He walks over to Maggie and he cuts her bonds loose. The Governor sits down on the other chair in the room. The Governor tells Maggie that he will take her back to her people and explain that this was a mistaken. He asks where they live. Maggie tells him that he wants to talk to Glenn. The Governor states that he can't allow that because their people are dangerous. The Governor states that Glenn was part of a group that handcuffed Merle to a roof and forced him to cut off his own hand. Maggie states that she wasn't part of the group then and doesn't know about it. The Governor states that they will bring Maggie's people here to take them home and promises they will be safe. Maggie knows he's playing games and won't tell him. The Governor states that he will have to try something else and orders her to stand up. Maggie realizes that he is serious and stands up. The Governor then orders her to take off her shirt, but Maggie refuses. The Governor states that if she doesn't, she'll go cut off Glenn's hand and bring it to her. Maggie listens and takes her shift off. She covers up her breasts from the Governor's view. The Governor gets up and takes off his gun belt. He walks over to Maggie, who is shaking. The Governor touches Maggie's hair softly and then shoves her onto the table. The Governor asks her if she's going to talk. Maggie replies that the Governor can have his way with her and then go to hell, but she's not talking. The Governor does not harm her further and leaves the room.
Elsewhere, Rick and the group drive off the road and park the vehicle. Michonne tells them that they need to go the rest of the way on foot to avoid any patrols. Rick, Daryl, and Oscar get out of the vehicle. They see a few walkers walking in their direction. As they wander into the woods, Rick thanks Daryl for going on a run to find the formula. Daryl states that it's what their group does. The group hears walkers, and they get down. However, a group of over a dozen walkers comes out of the woods. Rick tells them to stay in formation. Rick, Daryl, and Oscar each take out a walker, but there are too many to stay and fight. Rick kills one more, and the group runs into the woods to get away from the walkers.
The four come upon a cabin and lock themselves inside. The group notices that the cabin smells horribly and they find the carcasses of several animals inside. They hear the walkers pounding outside. Rick hears a noise inside and sees that there is a figure in the blankets. He pulls the blankets back, and finds a man in the blankets. The man is a hermit, and has been living by himself. He orders the group to get out of his cabin. Rick tries to reason with him, but the man continues to shout at them. Michonne states that they need to shut him up. The hermit states that he's going to call the cops. Rick states that he is a cop. The hermit has a shotgun in his hands, and continues to point it at them. The hermit states that he wants to see Rick's police badge. Rick states that it's in his pocket. Rick is able to push the shotgun out of the way, but it goes off into the wall. Rick tries to grab the hermit and quiet him down, but he bites Rick's hand. The hermit starts to run for the door, yelling that they've found him. Rick yells at him not to open the door. Before he can, Michonne stabs him through the chest, killing him. Oscar checks the back door and finds it clear of walkers. While Rick and Daryl hate to do it, they realize the dead hermit can save them. They open the door and throw the body out to be eaten by walkers. The other four make their escape through the back door.
Andrea and Milton sit in the room quietly, waiting for Mr. Coleman to reanimate. He finally does and Milton grabs the bowl. Andrea turns on the record and Milton rings the bowl. He goes through the questions, but the walker doesn't raise his hand. After the questions, Milton sees Walker Coleman's fingers grasp the sheets. He wonders if maybe that is a sign. Andrea states that she doesn't think it is, but Milton thinks that his hands are tied to tightly and he can't raise his hand. Milton states that they need to untie the hand, but Andrea refuses to do so because it's too dangerous. Milton states that they have to try. Andrea warns him that the walker will lunge at him, but Milton undoes the strap. After the hand is unstrapped, Walker Coleman grabs at Milton. Andrea quickly stabs him in the head before he can hurt Milton. Milton states that he needs to record his findings while they are fresh.
Merle and Martinez walk into Glenn's room and they bring Maggie to him. Glenn has made the chair leg into a weapon and he puts it down when the Governor threatens Maggie. The Governor tells Glenn that they are done playing games and someone needs to tell them where their camp is located. The Governor points his gun at Glenn, and Maggie tells them that they are at the prison. Martinez thought the prison was overrun. Maggie tells him that they cleared it, and she tells them that there are 10 people in their group. The Governor can't believe that 10 people cleared the prison by themselves. Maggie is saddened that she told the Governor the truth. The Governor hugs Maggie and kisses her on the head while Maggie tries to pull away. The Governor throws Maggie at Glenn and Glenn holds her tight. They both worry about what is going to happen to their friends.
The Governor, Merle, Martinez, and Milton meet together to discuss the information. Milton doesn't believe that 10 people could have taken the prison. The Governor states that he doubts Maggie lied, and notes that their group, which includes Daryl, has done something that they thought was impossible.
Outside the perimeter, Rick, Daryl, Oscar, and Michonne have arrived at Woodbury. They look at the armed guards on the wall. The Governor notes that Daryl might be searching for Glenn and Maggie right now. He turns to Merle and notes that he's questioning where his loyalties are right now. Merle states that his loyalties are with Woodbury. The Governor tells Martinez to scout the prison so they know what they are dealing with. Inside, Shumpert comes down off the wall and walks past Andrea, who is going to see the Governor. She walks inside and the Governor is glad that she is back home. He kisses her and asks her how the experiment went. Andrea pours herself a drink and tells him that Mr. Coleman died. The Governor asks if Milton found what he was looking for. Andrea informs him that Milton didn't and is sad at the revelations of the experiment. The Governor hugs her and tells her that everything will be alright. The episode ends with the Governor having a sinister look on his face.