Back at the prison scene, the survivors gather themselves after their losses and face the challenge of caring for a newborn baby girl - with the exception of Rick who, traumatized over Lori's death, abandons his responsibilities as a parent and wordlessly storms into the prison with an axe to take out his grief on the walkers. Daryl steps up to lead the group and goes with Maggie to scout for infant formula and other needed baby supplies. Glenn, Axel, and Oscar dig graves for Lori, T-Dog, and Carol. Despite the apparent goodwill of the surviving prisoners, Glenn resents them for the losses the group suffered due to Andrew's sabotage. Later on, Glenn follows a trail of dismembered walkers that Rick left in his wake in the prison corridors. Glenn pleads for Rick to stop but, covered in blood and with a tenuous grip on sanity, Rick throws Glenn against a wall and physically intimidates the younger man into leaving him alone.
The town of Woodbury prepares for an evening of celebration. It is revealed that the Governor keeps his walker-daughter, Penny, in his home. Michonne sneaks into the Governor's quarters to retrieve her sword, and while there she reads a notebook that ends with the name Penny followed by countless tally marks, hears what is presumably Penny scratching behind a locked door, and overhears Milton mentioning his experiments which are being pushed back to allow for the celebration to conserve power. Exiting through a back window, Michonne stumbles into a courtyard containing several caged walkers, which she releases and kills with her sword. A town member carrying a bloody bucket (presumably to feed the walkers) catches her and she is brought to a private meeting with the Governor, who unsuccessfully attempts to recruit her for the "research team". The walkers she killed are then replaced by others collected by Merle, Milton, and other "research team" members from pit-traps set outside of town.
The Governor argues with Andrea that something needs to be done about her friend, who is becoming a source of tension in the town. Michonne tries to convince Andrea that they must escape immediately because she believes the Governor would never let them leave willingly. As a test of her theory, the pair gather their belongings and approach Woodbury's front gate to leave and, after a brief delay, Merle opens it for them. Although her theory is seemingly disproved, Michonne is still adamant about leaving. Andrea finally admits that she won't leave because she can't take another eight months outside in fear for her life. Unable to do anything more to convince Andrea, Michonne leaves on her own. That evening, the Governor leads Andrea to a raucous gathering that the townsfolk have been looking forward to all day: a sparring match between Merle and Martinez while surrounded by chained, toothless walkers. The spectacle shocks Andrea, who describes it as "barbaric" and misleading, but the Governor insists it is "fun" and teaches the residents to not be afraid.
Daryl and Maggie find an abandoned daycare center, where they gather baby supplies and then return at night. While Daryl feeds the baby, he asks what her name is. Carl contemplates possible names, reminiscing about all of the females the group has lost. In the meantime, Rick continues wandering through the prison until he discovers the boiler room where Lori died and a fat, lethargic walker that presumably ate her (now missing) corpse. After killing the walker, he considers knifing open its stomach before stabbing it, instead.
The next morning, Daryl lays a Cherokee Rose on Carol's grave – referencing a legend about the flower he once told her following Sophia's disappearance during the second season. Rick sits in the boiler room, hearing the imagined cry of a baby interrupted by a nearby ringing phone. This surprise knocks him out of his stupor; he picks up the receiver and, in his only line of the episode, answers, "Hello".
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