The residents of Woodbury enjoy a midday barbecue. Andrea shares a cold drink with Milton and fishes for details about the evening's festivities. "Mere words cannot adequately describe" what lies ahead, he says.
Meanwhile, the Governor brushes a young girl's hair in his living room. When he accidentally tears a chunk from her scalp, we see that she's the Governor's undead daughter Penny. "It's alright," he coos, gently stroking her head as she snarls. "Daddy still loves you." After restraining her, the Governor looks out his window, where he sees Michonne glaring up at his room from the sidewalk.
In the prison yard, Rick reels with grief over Lori's death. Grabbing an axe, he strides into the cell block and begins slaughtering walkers.
Hershel tells the group that the baby is healthy but needs formula. Daryl and Maggie hop on the motorcycle to scavenge for supplies.
Back in Woodbury, the Governor leads the townspeople in a toast. "We've built a place we can call home," he says. "Today, we celebrate how far we've come." Andrea smiles as everyone cheers.
As the party continues, Michonne sneaks into the Governor's apartment to retrieve her katana. She rifles through his journal and discovers a list of names, the last of which, "Penny," is underlined. She hears thumping in an adjacent room, but before she can investigate, the Governor's return forces her to hide. She overhears Milton begging the Governor to hold off the evening's event so he can run an experiment, but the Governor refuses.
Later, Michonne wanders into an industrial courtyard near Milton's lab, where she finds a cage full of walkers. She releases the walkers and slaughters them. She's standing there smiling at the carnage when a Woodbury resident carrying a bucket of slop catches her.
Back at the distribution center, the Governor admonishes Michonne but also praises her fearlessness, inviting her to join his Research Team. She makes a guess and confronts him about Penny.
"You know about Penny?" he says. "Then you know I loved her."
"Bet you say that about all the girls," Michonne replies. She snatches her katana out of his hands and holds him at swordpoint, then slips out the front door. Afterward, the Governor instructs Merle to get more "grist for the mill."
In the prison yard, Axel and Oscar help Glenn dig three graves. "Three of our group in one day," Glenn mourns privately with Hershel. "Because of one asshole," Hershel adds. Glenn wonders if they should have killed all the prisoners.
Meanwhile, the Governor tells Andrea that Michonne is frightening residents, and mentions the slaughtered walkers. When Andrea questions why he's keeping captive walkers, he says he has reasons but won't explain further.
Andrea finds Michonne urgently packing their bags. Michonne insists they need to go. "No one who comes here leaves," Michonne says. Andrea argues that Michonne has the wrong idea about Woodbury.
Inside the prison, Glenn follows a trail of dead walkers until he finds Rick standing in a daze. Glenn gently urges Rick to join them outside, but Rick slams Glenn against the wall and stalks off without a word.
Milton, Merle and the Research Team drive a tow truck to an off-site pit, where they hoist out a net full of walkers. Merle taunts the walkers, then holds one down and begins pulling its teeth out with pliers.
Elsewhere on the road, Daryl and Maggie locate an abandoned day care center, where they find bottles and formula.
Back in Woodbury, Andrea and Michonne approach the perimeter gate, bags in hand. Merle stops them and confers with the guard, then agrees to let them through. Andrea points to the open gate as proof that Michonne is being paranoid about Woodbury.
"Are you coming or not?" Michonne asks, and then proceeds through the gate alone.
Later that evening, the Governor consoles Andrea and proposes a drink and something to take her mind off losing her friend. She takes his hand and they stroll down the street.
Back at the prison, Daryl and Maggie rush into the cell block with baby supplies. Daryl cradles the baby and gives her a bottle. Carl suggests naming his sister after one of their deceased, but canít decide from among all the names. The group laughs at Daryl's alternate suggestion: Ass-Kicker.
Rick finds the boiler room where Lori died and falls to his knees. Her body is gone, but he follows a blood streak until he finds a bloated walker that's in a stupor from having overeaten. He shoots the walker in the mouth then repeatedly stabs its belly.
That night, the Governor escorts Andrea to the big event: a gladiator fight between Merle and Martinez, surrounded by chained walkers. Residents fill risers around the makeshift arena, cheering wildly. "What the hell is this?" Andrea asks, calling it barbaric. The Governor reassures her that the fight is staged, and explains that it helps residents blow off steam.
The next morning, Daryl lays a Cherokee Rose on Carol's grave.
Rick, meanwhile, sits slumped on the floor of the boiler room, exhausted and numb. He hears a baby wail, then suddenly the ringing of a nearby phone. Stunned, he picks it up and answers, "Hello?"