The episode opens with Merle (Michael Rooker) interrogating Glenn (Steven Yeun) in a dark room with his arms duct-taped to a chair. They discuss how Merle was left on the rooftop and Merle again asks where he can find his brother, Daryl (Norman Reedus), but Glenn won't betray the group's whereabouts. Merle then threatens to hurt Maggie (Lauren Cohan), who is shown being held in another room. Glenn head-butts Merle when Merle gets too close, and Merle begins beating Glenn in return. Later, Glenn claims that his large, battle-hardened group will be coming to rescue him, naming several people from the Atlanta group who have since died, as well as Andrea, all of whom (with the exception of Shane) Merle already knows the fate of, which gives away Glenn's deceit.
Meanwhile, outside the prison fence, a walker reacts to the blood from Michonne's (Danai Gurira) leg wound and she collapses while defending herself. Rick (Andrew Lincoln) and Carl (Chandler Riggs) shoot the walkers and, determining that her wound is from a gunshot, Rick brings her inside the prison. Michonne is stripped of her weapon, promised medical care, and held in isolation, mirroring her initial treatment at Woodbury. She remains tight-lipped and won't even tell them her name. Michonne is locked up while Daryl brings Rick, Hershel (Scott Wilson), and Carl further into the cell block and surprises them with Carol (Melissa McBride), who is alive, rested, and back on her feet. While few words are spoken, Carol quickly realizes that Lori (Sarah Wayne Callies) had died during childbirth. The group then finally shares the pain of Lori's death with Rick, as tears are shed once again. Michonne observes this heartfelt reunion from her cell.
The basket of supplies that Michonne brought, including baby formula, suggests to the group that she knows something, and Michonne admits that she found the prison after overhearing Glenn and Maggie, who were taken by the same man who shot her. Determined to find their missing people, Rick tortures Michonne by squeezing her leg wound, and Daryl threatens to kill her, but then Rick calms down and reminds Michonne that she came to them for a reason. Michonne tells them about Woodbury and The Governor (David Morrissey) (though she fails to mention Merle's name or Andrea's). Although Woodbury is well-defended against walkers, Michonne claims that she could get them inside the town's walls.
At Woodbury, Andrea (Laurie Holden) is happily continuing her affair with The Governor, who keeps her ignorant of Glenn and Maggie's capture by having her help Milton (Dallas Roberts) with a project which will take all day. In his lab, Milton is working with elderly Michael Coleman (Peter Kulas); Coleman is dying of prostate cancer and has volunteered for Milton's experiment to test memory retention after reanimation, and Milton is asking him a series of questions accompanied by visual and auditory cues. However, after Coleman dies from natural causes and reanimates, his reanimated, walker form shows no sign of understanding. Ignoring Andrea's warning, Milton removes a restraint so the walker might respond more freely, forcing Andrea to kill him before he can bite Milton. Both Andrea and Milton exit the room, disturbed by the event.
Frustrated with Glenn's loyalty to the group which abandoned him, Merle gives him a taste of what he faced on the rooftop by leaving him alone in the room with a loose walker. Glenn fights it off and manages to smash the chair he is bound to, using a chair arm still duct-taped to him to fend off the walker's bite then stabbing it through the temple with a broken piece of wood. With nothing else to break Glenn, the Governor interrogates Maggie himself, exerting dominant behaviour and making her take off her shirt and bra before threatening her with rape. Seeing that Maggie still will not break despite all this, the Governor leaves her alone.
Rick reconciles with his son and lets Carl name the new baby "Judith" (after Carl's former teacher). Rick later thanks Daryl for taking care of things while he was sorting himself out. Several volunteer to go to Woodbury, including Beth (Emily Kinney) and Axel (Lew Temple), but in the end Rick limits the team to four: himself, Daryl, Oscar (Vincent Ward) and Michonne. They arm themselves, also taking tear gas and flashbangs from the prison, and drive until they are a mile or two from the town before proceeding on foot through a wooded area so as to avoid the Governor's patrols. They have not travelled far when they find themselves surrounded by dozens of walkers and flee into a cabin for shelter. The cabin proves to be the home of a hermit (Alex Van) who panics, holding Rick at gunpoint, and acting as if the world hasn't changed. Rick knocks his gun away, causing him to run for the door, but Michonne kills him to prevent him from letting the walkers in. They throw his corpse outside and escape through the back door, while the walkers are busy feeding.
The Governor finally brings Glenn and Maggie together, implicitly threatening Maggie in front of Glenn, who still won't talk. However, when the Governor threatens to shoot Glenn, Maggie confesses that their group, only ten strong, is at the prison near Newnan. The Governor leaves Maggie and Glenn together. The Governor is somewhat shaken that such a small group was able to clear the prison deep within the Red Zone, a task which Merle had claimed was impossible, and at how tough the group must be (considering the enormity of the task they have accomplished and Glenn's performance against the walker). The Governor shows signs of paranoia, thinking that either the group at the prison is much larger or that his own people have been misleading him about the dangers in the Red Zone. He questions Merle about his loyalties, to which Merle responds that his loyalties are with Woodbury. The Governor instructs Merle and Martinez (Jose Pablo Cantillo) to take a small group and scout out the prison to see exactly what they're up against.
Shortly after nightfall, Rick's group approaches Woodbury along the cover of a freight train, and looks up at the town's fortified gates. Unseen to them on the other side of the wall, Andrea returns to the Governor's apartment. Although she foresaw the result of Milton's experiment, the man's death and Milton's crushed hopes for the walkers moved her deeply. The Governor holds Andrea and assures her that everything is going to be alright.
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