The episode opens showing a new group of five, led by Tyreese (Chad Coleman), fighting their way through walker-infested woods. The slowest of the group, Donna (Cherie Dvorak), is bitten, though Tyreese brings her along until her husband Allen (Daniel Thomas May) and son Ben (Tyler Chase) are psychologically ready to let her go. They head through a fence and collapsed wall into the back of the prison.
At the prison, Carol reprimands lonesome Axel (Lew Temple) for flirting with seventeen-year old Beth Greene (Emily Kinney). Learning that Carol isn't a lesbian (as he had assumed due to Carol's short hairstyle), Axel propositions her but she flatly turns him down. After hearing numerous screams, Carl Grimes (Chandler Riggs) discovers and rescues Tyreese's group, bringing them into a section of the group's cell block. Upon realizing that Donna has succumbed to her infection, Carl offers to shoot her, but Tyreese says they'll take care of their own. Carl locks them in a common area for safekeeping, with Tyreese's understanding.
In Woodbury, Andrea (Laurie Holden) happens upon one of the Governor's (David Morrissey) family photos and sees she bears a striking resemblance to his late wife. The Governor checks on his walker-daughter, Penny (Kylie Szymanski), and struggles to make a personal connection with her. When Penny shows more interest in a bowl of raw meat than his efforts, he angrily hoods the walker and shoves her back into her cage.
When Glenn and Maggie Greene unsuccessfully attempt an escape, the Governor orders Merle Dixon (Michael Rooker) to execute them. Maggie kills one of the attackers with a sharp walker bone Glenn had given her for protection, and Merle's group is overwhelmed by an ambush planned by Rick Grimes, Michonne, Daryl Dixon, and Oscar, who rescue Glenn and Maggie. As they withdraw to a vacant house, Michonne slips away, arousing the group's suspicions. Glenn reveals to Daryl that Merle, his older brother, is in Woodbury and among the Governor's men. Daryl wants to stay and find Merle, but Rick begs Daryl to help them get Glenn and Maggie out. Meanwhile, the Governor responds to the invasion by issuing shoot-to-kill orders. He tries to keep Andrea out of danger and ignorant of the truth by sending her knocking on doors to enforce the curfew.
Michonne, who had been awaiting the Governor's arrival at his residence, hears and discovers Penny. The Governor eventually finds Michonne with Penny and disarms himself, begging that his daughter be spared, but Michonne retaliates by killing the walker. Enraged by Michonne's actions, the Governor assaults her, destroying the aquariums in his secret room, strewing snapping walker heads all over the floor. Michonne eventually stabs the Governor's right eye with a shard of glass and attempts to finish him off, but Andrea arrives and holds her at gunpoint, leading her to flee. Andrea then tends to the Governor, who cradles his daughter's remains in grief, after which he is brought to Dr. Stevens for medical care. While his wounds are being treated, the Governor avoids Andrea's questions about his secret room and angrily confronts Merle, who had said Michonne had been executed.
Using smoke grenades for cover, Rick's group eventually reaches the walls of Woodbury as a shootout between Rick's group and the Governor's soldiers ensues. Daryl provides cover fire as the others move across open ground for the wall. Rick hesitates when he hallucinates his deceased nemesis Shane Walsh (Jon Bernthal) advancing through the smoke, allowing a gunman to shoot Oscar; Maggie puts a bullet in Oscar's head to prevent reanimation. Rick, Glenn and Maggie proceed to escape over the gate, where they meet up with Michonne. She is questioned by the three, although she pleads that she can still be useful to them. The Governor calls a town meeting, where he reports they have been attacked by terrorists brought by Merle and he brings forth a captured Daryl, reuniting the brothers. The town calls for their blood.
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