The Governor (David Morrissey) brutally tortures Milton (Dallas Roberts) for burning the pit of walkers and betraying his plan to Andrea. Milton wonders what Penny would think of her father now. The Governor states that she would be afraid of him, however she would still be alive if had been like this all along. The Governor orders Milton to kill Andrea (Laurie Holden), who is handcuffed to a dental chair. When Milton refuses and instead attempts to kill The Governor, he is stabbed multiple times in the torso and is left to die in the room with her. The Governor proclaims, in this world you either "kill or you die or die and then kill".
Meanwhile, Rick (Andrew Lincoln) and his group pack up the prison and load supplies into the cars. Rick tries to talk to Carl (Chandler Riggs), but Carl ignores him. Looking up at the catwalk, Rick sees an hallucination of Lori (Sarah Wayne Callies), dressed as she was on the day she died, staring back at him. As Daryl (Norman Reedus) mourns his brother, Carol (Melissa McBride) praises Merle (Michael Rooker) for improving their odds against The Governor. In the cell block, Michonne (Danai Gurira) forgives Rick for considering The Governor's offer and thanks him for allowing her into the group.
Back in Woodbury, The Governor assembles his troops. Tyreese (Chad Coleman) informs The Governor that he and Sasha (Sonequa Martin-Green) will not join the fight but offers to stay behind to guard the women and children. After a tense moment, The Governor consents and thanks him. Woodbury's forces then storm the prison, shooting up the guard towers with a shock-and-awe approach, and move into a seemingly abandoned prison where The Governor leads them into the tombs. There, Rick and his group stage an ambush and discipline breaks down amongst The Governor's people who panic and flee. A Woodbury teenager, Jody (Tanner Holland), becomes separated and encounters Carl, Beth (Emily Kinney), and Hershel (Scott Wilson) in the woods while running away from the prison. Carl instructs him to drop his weapon, but the youth approaches Carl, weapon extended, as if to turn it over. Despite the ambiguity of young man's intentions, Carl shoots him without remorse. Carl later justifies this action to Rick by claiming that the young man drew first, an account which Hershel disputes.
In Woodbury, Tyreese checks in on the women and children. He and Sasha agree they may have to slip out when The Governor returns. Milton asks Andrea why she stayed in Woodbury after learning her friends were alive. She explains that she wanted to save everyone, even The Governor (for a while). Milton informs Andrea of the pliers he left behind her and urges her to hurry. She removes her shoes and tries to grab them with her feet.
The Governor overtakes the retreating convoy of his surviving assault team and he forces them to stop, some distance away from the prison. When most of them express a desire to return to Woodbury and leave the prison group alone, The Governor begins shooting them, killing most of the group, including a shocked Allen (Daniel Thomas May), who stands up to the Governor, leaving Martinez (Jose Pablo Cantillo) and Bowman (Travis Love) alive, who witness the massacre in horror. Karen (Melissa Ponzio) escapes the massacre by hiding under a corpse.
Rick asks Carl about the teenager he killed. Carl points out that Dale, Lori, and Merle all died because he and Rick did not seize opportunities to kill potential threats. Glenn (Steven Yeun) and Maggie (Lauren Cohan) offer to help guard the prison in case The Governor returns, while Rick decides to finish off The Governor's forces at Woodbury and gives chase along with Michonne and Daryl. They encounter some of the former Woodbury soldiers, some now reanimated as walkers, as well as Karen, the only survivor, who was hiding in a truck. Meanwhile, Milton reanimates and advances on Andrea as she desperately tries to get free of her restraints using the pair of pliers.
Tyreese and Sasha are standing guard at Woodbury's gate when Rick's group arrives with Karen. She explains to Tyreese how The Governor killed everyone, and Rick, Daryl, and Michonne saved her. Rick's group comes out from their cover with their hands raised. Rick mentions that Andrea never made it to the prison and suggests she could still be in Woodbury. They head to the interrogation room and notice a pool of blood under the door. Inside, they find Milton dead and Andrea huddling against the wall, having been bitten. Andrea apologizes for her actions, explaining that she didn't want anyone to die, and she insists on shooting herself. Andrea says goodbye, and the others give her privacy, leaving a tearful Michonne by her side. Then a shot is heard offscreen. The episode ends with Rick's group returning to the prison with the residents of Woodbury who had remained behind (including Tyreese, Sasha and Karen), much to Carl's dismay. Rick looks to the catwalk where he had seen Lori before but the hallucination is gone (suggesting that his conscience is clear). Meanwhile, The Governor, Martinez, and Bowman remain at large.
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