Following The Governor's (David Morrissey) brief but costly attack on the prison, Hershel (Scott Wilson) wants to abandon it. Merle (Michael Rooker) points out that it is now too late for that; The Governor has had more than enough time to block all possible escape routes. Rick and Glenn, however, argue that the group should stay, but they don't have enough ammunition to clear out the walkers, and The Governor can simply besiege the prison and starve them out. Hershel challenges Rick to get his head clear so that he can lead them, and even Carl sees his father would benefit from some rest and suggests that he let Hershel and Daryl take charge.
The Governor is readying Woodbury for total war. Civilians, including women and adolescents, are given weapons and taught to use them, in preparation for combat. Andrea is disturbed by this and asks to leave to negotiate a peace with the prison, but The Governor discourages her, implying that she will not be welcomed back if she leaves. Andrea asks Milton's help so she can sneak out, which Milton reports back to The Governor (as per his assignment to "keep an eye on her"). The Governor tells Milton to help her. In the woods, Milton helps Andrea capture and disable a walker, hacking off its arms, breaking its jaws, and tethering it; imitating Michonne. While they are doing so, Tyreese's group comes upon them and kills several approaching walkers. Milton agrees to take the four back to Woodbury, while Andrea leaves with her disabled walker for the prison.
At the prison, Glenn quietly suggests handing Merle over to The Governor in a desperate hope of appeasing him. Merle, meanwhile, tries to make amends with Michonne for trying to kill her, stating he was only following orders and was not proud of all that that entailed.
Andrea's arrival at the prison is met with distrust, especially from Rick, who handles her harshly while searching her for weapons. After catching up on the deaths the group has suffered, she warns them that Woodbury is getting ready for a war and offers to negotiate a truce. Believing that peace is not an option, Rick tells Andrea to help them sneak inside Woodbury for a surprise attack, but she refuses. Michonne later tells Andrea that The Governor sent Merle to kill her, demonstrating that he won't allow anyone to leave (or live) who isn't under his control.
At Woodbury, Tyreese's group has been brought to the infirmary building where they are cleaned up, and The Governor gives them his friendly welcome-speech and discusses their ordeals. Allen reveals that they'd been at the prison, where the "crazy" leader, named Rick, chased them out. Tyreese gives The Governor the same offer he'd extended to Rick: to help out and earn their keep. The Governor asks if they could provide a layout of the prison. Allen and Tyreese, wanting admission into Woodbury, gladly agree, while Sasha remains reluctant.
While Andrea is visiting Judith, Carol quietly pressures her to assassinate The Governor. The group gives Andrea a car for her return trip to Woodbury, where she is again greeted with an array of weapons pointed at her. She gives The Governor a full report. Later, in his bedroom when he is asleep, Andrea brings a knife to The Governor's throat and contemplates killing him, but cannot bring herself to do so.
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