A herd of walkers roams out of Atlanta. They continue down a country road, attracting more walkers along the way. In a field, two herds merge. They're passing through a forest at night when a gunshot rings out. They follow the sound to a clearing, where in the distance two figures - Rick and Carl - march toward the farmhouse.
Daryl and Glenn return to the house and report that Randall is a walker, although he was never bitten.
As Rick and Carl cross a field, Carl asks what happened to Shane. Before Rick can respond, he notices the walkers approaching.
Rick locks himself and Carl inside the barn. As the dead slam against the doors, Rick douses the ground with gasoline.
Meanwhile, the others spot the herd approaching. Lori notices Carl is missing, and goes into a panic. The rest formulate a plan to lead the walkers away from the farm in their cars.
Daryl doubts they'll be able to fend off a herd of that size, but Hershel stands firm. "This is my farm," he says. "I'll die here."
Back in the barn, Rick hands Carl a lighter and sends him up to the hayloft before opening the doors. As walkers pour in, Rick hurries up the ladder and Carl drops the lighter. The barn bursts into flames.
Led by Daryl's motorcycle, the caravan makes its way to the barn, shooting walkers as they go. Daryl, noticing the fire, surmises that Rick is responsible. He sends Jimmy to rescue Rick in Dale's RV.
Rick and Carl jump on the RV's rooftop as walkers surround the vehicle. The walkers break inside and tear Jimmy apart.
In Otis's truck, Andrea and T-Dog realize the walkers cannot be corralled. "We need a new game plan," T-Dog says.
Meanwhile, Hershel stands in front of the farmhouse shooting walkers as Lori continues to worry about Carl. Carol convinces Lori they have to leave. Lori calls after Hershel, but he ignores her and keeps firing.
As the women flee, walkers grab Patricia and rip into her throat.
Andrea arrives just as two walkers are cornering Carol. Andrea shoots them dead before a third walker attacks her from behind. She spins around and fires.
From Otis's truck, Lori, Beth and T-Dog see the walker fall on Andrea. Walkers swarm the truck and T-Dog peels out.
In Shane's SUV, Maggie and Glenn also find themselves surrounded. Glenn instructs Maggie to retreat, but she's worried about the others. "It's lost," Glenn yells. "Get off the farm now!"
Back at the house, Hershel continues to fend off walkers. Rick arrives and convinces him it's time to leave.
Andrea, unhurt, tries to flag Rick down as he drives away, but he doesn't notice her. She flees on foot.
Daryl rescues Carol on his motorcycle, and they ride away.
At dawn, Glenn and Maggie are driving down a dirt road. Glenn instructs her to circle back to the highway, but Maggie is too paralyzed with fear. Glenn assures Maggie that her family will be fine. "I love you," he says. "I should have said it a long time ago."
Rick, Hershel and Carl return to the highway. Carl wants to go back for Lori, but Rick is hesitant. "Why are we running?" Carl screams at his father.
Hershel assures Rick he's doing the right thing: "You've got to get your boy to safety," he says, offering to stay behind to wait for the others. Rick insists they remain together.
Rick is about to abandon the highway when he hears engines rumble in the distance: It's the other vehicles.
After reuniting, Rick reports that Shane and Jimmy didn't make it. Beth recounts Patricia's fate. Carol offers that Andrea might still be alive, but Rick stops Daryl from going after her. "There's no way to find her," he says.
Later, the other survivors caravan down a country road. Hershel's SUV runs out of gas. Rick declares they'll camp by the road and scavenge in the morning, but the others doubt him.
"We found each other" against all odds, he insists. They're not splitting up again.
"Look around," Glenn counters. Walkers are everywhere.
Rick believes there's a place where they can build a new life. "We just have to find it," he says.
Daryl brings up Randall, explaining that he turned without being bitten.
"We're all infected," Rick says solemnly. "At the CDC, Jenner told me. Whatever it is, we all carry it."
The others are furious at Rick for keeping Jenner's secret, but Rick insists he had no way of knowing if it was true.
Rick walks away from the group. Lori follows.
"I killed him," Rick tells Lori about Shane. He gave Rick no choice. More than that, though, "I wanted him dead," Rick says.
"He turned. That's how I knew Jenner was right," Rick continues. "Carl put him down."
Horrified, Lori backs away from Rick. He tries to touch her but she recoils.
Andrea, meanwhile, sprints through the woods, picking off walkers. She runs out of ammunition. A walker topples her, but before it can bite her its head is sliced off.
As the walker's body slumps over, Andrea sees standing before her a hooded stranger wielding a katana sword.
Huddled around a campfire, the others continue to question Rick's leadership. Carol tells Daryl he should lead the group as a man of honor. "Rick has honor," Daryl insists.
Maggie, too, tries to convince Glenn to abandon the others, but Hershel shuts her down.
A noise echoes in the distance. Still, Rick refuses to let anyone investigate. Carol urges Rick to take action and he snaps, saying he never asked to be put in charge.
"I killed my best friend for you people," he snarls. The others stare at Rick in horror; Carl buries his head in Lori's shoulder, crying.
"Maybe you people are better off without me," Rick continues, encouraging them to leave. "I say there's a place for us, but maybe it's another pipe dream."
The others stare back in stunned silence.
"No takers?" Rick asks. Then he issues a final warning: "If you're staying, this isn't a democracy any more."
Rick turns his back on the group. Up the road, a structure looms in the distance: a prison.