A military helicopter crashes in the forest with three soldiers on board. Andrea and Michonne spot the wreckage from a distance and go to investigate, but approaching vehicles force them into hiding.
From the bushes, Andrea and Michonne watch as a group of men rescue the pilot and stab the two soldiers who died in the crash.
Michonne's pet walkers rattle their chains, drawing the men's attention. She decapitates the walkers to silence them, but it's too late: They're discovered by Merle Dixon, who's now sporting a bayonet prosthetic hand. Andrea, still ailing, passes out.
Andrea wakes up blindfolded in the back of a car and overhears the group's leader giving instructions via a CB radio. Before passing out again, she sees the car approach a massive wooden gate.
In an unfamiliar room, a doctor administers an IV to Andrea as Michonne watches. Merle joins them and recounts the story of his escape from Atlanta, saying he nearly bled to death after sawing off his hand. Andrea says his brother Daryl tried to find him, and was still alive when she last saw him months ago.
The group's leader - the Governor - arrives and quietly confers with Merle. Michonne demands their weapons back; the Governor assures her they're free to leave the next day, at which point their weapons will be returned. When Andrea asks why he knifed the dead soldiers, the Governor explains that anyone who dies turns into a walker. "I put them out of their misery," he says.
The Governor then escorts Andrea and Michonne outside to reveal a peaceful torchlit street. "Welcome to Woodbury," he says, taking them to the heavily guarded wall. Andrea marvels as the guards, led by Merle, take out three approaching walkers.
The Governor shows them to their room, where fresh clothes are laid out. Michonne is visibly skeptical, especially when the Governor tells them one of his men will be stationed just outside.
The next day, a Woodbury resident takes Andrea and Michonne on a tour. Children happily roam the street as people go about their business. The guide says 73 people live in the town and that there have been no casualties since winter, thanks in part to the Governor's strict curfew.
Meanwhile, the Governor visits Welles, the badly-injured helicopter pilot. Welles reveals that he left ten men behind so he could scout ahead. "Tell me where they are," the Governor says, "and I promise if they're still alive, I'll bring them here."
The Governor goes to his advisor Milton's lab, where he finds Milton and Merle arguing. The Governor chastises them, and then orders Merle to go learn more about Andrea.
Alone, the Governor and Milton study the still-living heads from Michonne's pet walkers. Milton remarks that Michonne removed their arms and jaws. "Take away their ability to eat, they lose interest in doing so," he notes, explaining that the neutered walkers acted as a repellent.
Later, Milton joins the Governor for breakfast with Andrea and Michonne. Milton explains his theory that walkers retain a trace of the person they once were, asking Michonne about her walker pets: "You did know them, didn't you?" Michonne stays quiet, speaking only to demand the return of their weapons. The Governor urges them to rest a while longer.
After breakfast, Michonne declares her mistrust for the Governor, but Andrea wants to stay in Woodbury longer. Picking up on Milton's query, Andrea asks Michonne about her pets. "Those walkers were with us all winter long, protecting us," she says, "and you took them out without any hesitation."
"It was easier than you think," Michonne says, storming off.
Meanwhile, the Governor tracks down Welles' squad and drives up alone, waving a white flag. He tells the squad leader he found their man and offers to escort them to Woodbury, then pulls out a gun and opens fire. Woodbury men emerge from the perimeter and gun down the rest of the soldiers. The Governor orders them to collect all weapons.
The Governor and his men return to town with the military trucks. The townspeople gather as the Governor announces that the soldiers had already fallen to biters (their word for walkers) - leaving behind their trucks, medicine, food and weapons. As the crowd disperses, Andrea asks the Governor his real name. "I never tell," he says.
That evening, the Governor looks over Woodbury from his apartment window as he sips from a glass of whiskey. He walks past a naked woman in his bed and gazes at a framed photo of his wife and daughter before entering a private room. Inside, he settles into a chair and stares numbly ahead, where three rows of aquariums are filled with live walker heads. Among them: Michonne's pets and Welles.