From the outside prison catwalk, Rick spots a woman in a long white satin gown standing by the graves. When he approaches, she disappears and reappears outside the fence. He rushes through the gate, leaving it open, and recognizes her as Lori. She cradles his face. Michonne watches from the distance as Rick stands outside the fence, seeing that he is interacting with himself rather than an actual person. She closes the gate.
In Woodbury, the Governor compliments Andrea on her speech and asks her to take over leadership of Woodbury. He says that he is no longer fit to lead the people, but that she is. Meanwhile, Daryl and Merle bicker in the forest. Daryl pines for life back at the prison, but Merle predicts the Governor will slaughter everyone there. Glenn makes an executive decision to fortify the prison against the Governor, despite Hershel's suggestion that they flee. He explains that having a newborn and Hershel's one leg makes them too vulnerable to flee. Glenn enlists Carl to help investigate the overlooked breach near the prison's administrative area, where Tyreese and his group, as well as groups of walkers, found their way inside.
The Governor visits Milton in his lab. He asks if he can still count on Milton's allegiance. Milton reassures the Governor, who then asks him to keep tabs on Andrea. Later, Andrea asks Karen and Milton for Martinez and the Governor's whereabouts. They tell her the two left Woodbury but dodge further questions.
Back at the prison, Glenn and Carl inform the group that the boiler room is overrun with walkers again. Hershel again advises a retreat, but Glenn ignores him and says he and Maggie will go to the far side of the prison to look for the breach. Hershel questions Maggie's readiness for that task.
Glenn finds Maggie alone in her cell. He insists they talk about her encounter with the Governor and asks if she was raped. She snaps at him before telling him all that happened and answering that she was not raped. Glenn reaches out to her and she shoves him away, bitterly asking if he feels better now that he knows the full story. On the outside catwalk, Carol and Axel establish a barricade in preparation for the impending showdown with the Governor. Axel tells Carol that he was sent to prison for armed robbery, although he had held up a gas station with a water pistol, because the authorities' search of his home turned up his brother's gun. He flirts as Carol shows him how to use a real one.
Meanwhile, Merle and Daryl encounter a Mexican family of survivors under attack by walkers. Daryl immediately goes to their rescue, killing off walkers with his crossbow. Merle half-heartedly assists. When all the walkers are dead, Merle issues a racial slur and briefly aims his gun at the father in warning before searching through their vehicle for supplies, while the mother and a baby are in the car bawling. Daryl points his crossbow at Merle and instructs the family to drive away, then stalks off, leaving Merle alone. Merle follows Daryl into the forest and chastises him for risking his life to help strangers. He reminds Daryl that they had planned to rob the encampment outside of Atlanta but did not, only because Merle was not there to help carry it through. They grapple and Daryl's shirt rips, revealing childhood scars from their father's beatings. Merle apologetically says he was unaware of the beatings. Daryl insists he did, because their father beat Merle as well and that that's why Merle left. Merle says that he had to leave; otherwise, he would have killed their father. Daryl stalks away, telling Merle that he is going back where he belongs. Merle complains that the prison group would never accept him.
Outside the prison, Hershel tries to stop Glenn from going off on his own. He warns Glenn that his rage will get himself killed. Glenn says that with Rick's not being in his right mind and Daryl's departure from the group, he is now the default leader. He ignores Hershel's concern about his well-being and drives off. Hershel calls to a disoriented Rick from the prison fence. He tells him the group needs him as a leader now more than ever and Glenn cannot fill his leadership role; he fears that Glenn is being reckless. Rick confesses that he is seeing Lori. He knows it is a hallucination, but feels there has got to be a reason he is seeing her. He walks back into the forest against Hershel's wishes.
In the courtyard, Carol and Axel chat. Suddenly, a bullet hits Axel in the head, killing him instantly. The Governor, stationed at the treeline, lowers his rifle. Rick's group runs for cover as the Governor and his men attack. Gunfire erupts on both sides, with Maggie's eventually killing a Woodbury soldier stationed in the prison yard's guard tower. A bread truck crashes through the prison's inner and outer gates and stops in the yard. The Governor smiles as the back door opens and walkers stream out. The Governor drives off as the survivors struggle with the walkers.
Outside the fence, Rick is out of ammunition and surrounded by walkers, one of which is about to bite him. He is rescued by Daryl and Merle, who have returned to the prison. Together, they kill the remaining walkers outside the fence. Momentarily safe, Rick stares darkly into the prison yard, now swarming with walkers. Inside the gate, Maggie and Glenn, their differences seemingly repaired, touch each other affectionately as they and the other survivors inside the gate gaze outward.
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