Months after fleeing the farm, the survivors storm a walker-infested house, killing all the dead inside. Carl, armed with a gun, assists with the walker sweep.
As the tired and hungry group rests in the living room, Carl begins opening a can of dog food scavenged from the kitchen. Rick stops him and angrily hurls the can into the fireplace - he won't let them stoop so low. Just then, T-Dog spots walkers approaching and the group narrowly escapes in their cars.
The caravan stops in the middle of a road, where the group consults a map. Their location is flanked by walker herds, but Rick insists they can't keep moving from house to house - especially with Lori's late-term pregnancy.
Rick and Daryl split off from the group to hunt and discover a prison yard filled with walkers.
Rick cuts a hole in the prison's barbed-wire fence and ushers the group through. After resealing the hole, Rick outlines a plan to close the inner gate to the prison and prevent more walkers from entering the yard. He assigns everyone to sniper positions where they can kill off walkers who get in his way. He succeeds in shutting the gate and helps the group obliterate the remaining walkers in the yard.
The survivors celebrate their victory, reveling in the open space they've created for themselves.
That night, Rick canvases the yard to ensure the fence hasn't been compromised. The rest of the group relaxes around a campfire while Beth sings a song at Hershel's request.
Carol brings food to Daryl, who's been keeping watch atop an overturned bus. She mentions that the rifle kickback has left her sore, so he rubs her shoulders.
Rick eventually joins everyone around the campfire and urges them to get some rest so they can move further into the prison the next day. "Looks like this place fell pretty early," he observes, predicting it will likely have stockpiles of food, weapons and medicine.
Privately, Lori tells Rick he should let everyone relax for a few days, but he shuts her down. Referring to their relationship, Lori insists they need to talk about "things." He brusquely tells her to talk to Hershel instead, claiming "I'm doing stuff, Lori. Things." She apologizes as he stalks off.
Elsewhere, Michonne enters a convenience store and kills the walkers inside with her katana. She finds a packet of Aspirin on the ground and leaves with the pills in hand.
The next day, Rick leads a small group into the prison courtyard, where they fight walkers in riot gear and gas masks. T-Dog notes a walker in civilian clothes and surmises it entered the grounds from the outside, which might mean a breach in the walls.
They push inside the prison, where Rick takes the keys from a dead guard.
With the path secured, Rick leads the rest of the group to a cell block. Everyone pairs off into cells while Daryl picks a spot on the catwalk. Rick watches over the group from the hall.
Meanwhile, Michonne strides into a deer locker, where her armless walker pets are chained up. In a back room, she gives the Aspirin to an ailing Andrea. Andrea insists Michonne abandon her, but Michonne refuses. Instead, they leave the meat locker together, chained walkers in tow.
In her cell, Lori talks to Hershel about the worst-case scenarios for her pregnancy: "What if it's dead inside me and rips me apart?" she asks, ordering Hershel to "put me down immediately" if she dies during childbirth and comes back as a walker.
Lori then laments her fractured relationship with Rick and Carl, claiming it would have been better if she had died on the farm. Hershel advises her to stay strong for the baby.
As some of the group gears up to explore the rest of the prison, Rick tells Carl to stay in the cell block, explaining he could be the last man standing if something goes wrong.
The group navigates a maze of dark hallways littered with corpses as Glenn spray-paints arrows on the wall to mark their route. But they quickly retreat when walkers rush them from different directions, and Glenn and Maggie get separated from the group. As Hershel searches for Maggie, a walker bites his leg.
The group flees with a badly injured Hershel into the prison cafeteria. Rick hacks off Hershel's leg with an axe to try and save him from infection. A small party of prisoners witnesses the mayhem from the kitchen window. Daryl aims his crossbow at them. "Holy shit," says one of the prisoners.