Following the trail of a helicopter overhead, a massive herd of walkers begins to form and migrates from the city to the countryside. They come to rest in the woods outside Hershel's farm. The herd follows the sound of a gunshot and discover the survivors' location.
Rick Grimes (Andrew Lincoln) and his son Carl (Chandler Riggs) return to the Greene farm, where Carl asks his father about the death of Shane Walsh (Jon Bernthal), but before Rick is able to answer, he spots a large horde of walkers and the two flee to the barn. Daryl Dixon (Norman Reedus) and Glenn (Steven Yeun) report the death and reanimation of Randall (Michael Zegen). Lori Grimes (Sarah Wayne Callies) begs Daryl to go out and search for Rick and Shane—before he can however, the group spots the invading herd and are forced to mobilize.
The group rations their weapons and their vehicles with the objective to kill as many of the herd as they can, Hershel (Scott Wilson) intends to defend his land at the risk of his own life. Rick and Carl corral the walkers in the barn and set it ablaze. After spotting the fire, Jimmy (James Allen McCune) drives the RV near the barn and allows Rick and Carl to safely escape the burning barn, but he is killed when the walkers overrun the RV. Andrea (Laurie Holden) and Theodore "T-Dog" Douglas (IronE Singleton) realize that their plan is not working, and decide to flee instead of fight. Lori and the other women flee the house, without Hershel who can't be budged to leave his property. Along the way, Patricia (Jane McNeill) is killed and Carol Peletier (Melissa McBride) is cornered by the walkers. Lori and Beth Greene (Emily Kinney) are picked up by T-Dog while Andrea leaves to help Carol escape her predicament. Rick escapes with Carl and convinces Hershel to abandon his land. Glenn and Maggie Greene (Lauren Cohan) flee the scene and Carol is ultimately rescued by Daryl. In the chaos, Andrea is the only survivor left behind, but she manages to escape the farm on foot. Fleeing to the woods, Andrea fends her own against the walkers until she runs out of ammunition. Exhausted and defenseless, she is miraculously saved by a mysterious hooded figure who has two armless walker pets and wields a katana.
The survivors eventually regroup and report their casualties (Shane, Patricia, Jimmy witnessed as dead, and Andrea who is deemed to be a lost cause). They press on, avoiding the main roads, until one of the vehicles runs out of gas. Rick assures the group that they can start anew elsewhere. When Daryl questions why Randall turned even though he wasn't bitten, Rick reveals what Dr. Edwin Jenner (Noah Emmerich) whispered in his ear: they are all infected carriers of the walker pathogen. Rick's held secret is met with apprehension from the group. Rick also confesses to Lori about the true events surrounding Shane's death including Carl shooting the reanimated Shane. His lack of remorse in claiming he wanted Shane dead leaves Lori visibly disturbed. Over time, the group's faith in Rick dwindles with the exception of Daryl and Hershel who trust Rick's judgment. A noise echoing in the distance places the group on high alert, but Rick does not allow anyone to investigate. Carol urges Rick to take action, causing Rick to snap, saying that he never asked that he be put in charge, and blurting out that he had killed Shane for their sake. He dares anyone to leave the safety of the camp. When nobody leaves he issues a final warning: "If you're staying, this isn't a democracy anymore," establishing his position as leader of the group. Afterwards it is shown that the group is unknowingly camped near a prison center.
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