Merle leads a group of Woodbury scouts through the woods to hunt down Michonne. They find a dismembered walker body arranged into a warning: "Go back." One of the men, Garguilo, cringes at the spectacle. Merle threatens him, then insists on calling him "Neil."
Michonne ambushes the men, killing two. As she escapes, Merle shoots her in the leg.
In the prison boiler room, a disheveled Rick talks on the phone with a woman who says she and her group have found a secure location. "We're dying here," Rick cries, begging her to shelter his group. She agrees to discuss it with her people and promises to call back.
Rick cleans himself up and then briefly checks in with the group. Glenn and Maggie plan to make a run for more supplies while Daryl spearheads a sweep of the lower levels.
Meanwhile, Andrea and the Governor discuss the previous evening's gladiator-style walker fight. Andrea disapproves, but says she understands the need for escapism. She asks if she can help guard the wall, and the Governor consents.
Back in the boiler room, Rick gets another call - this time from a man who interrogates him and asks if he's killed anyone. "Yes, people who threatened me, who threatened my group," Rick admits. But he dodges a question about Lori's death, prompting the man to hang up.
In Woodbury, Andrea sits on top of the perimeter wall with the town's resident archer, Haley. The two are sharing stories about having to kill loved ones that turned when a walker approaches. Haley fails to take it down with her bow, so Andrea leaps off the wall and and stabs the walker herself. Haley admonishes her for leaving the wall and treating it like a game.
Hershel joins Rick in the boiler room and assures him Lori was sorry for the past. Rick mentions the phone calls, but asks Hershel to keep them secret.
As Merle and Garguilo continue the hunt for Michonne, she ambushes them again, injuring Garguilo. But as Merle and Michonne grapple, walkers suddenly attack. Michonne slices the belly of a walker and gets covered in its guts. She escapes as Merle and Garguilo kill the remaining walkers.
Back at the prison, Daryl, Oscar and Carl sweep the lower levels. Daryl tells Carl about his own mother's death in a fire. Carl tells Daryl he was the one to put Lori down. "I'm sorry about your mom," he says. "I'm sorry about yours," Daryl replies.
Meanwhile, the Governor reprimands Andrea for violating Woodbury rules by jumping the wall. She apologizes, and then admits she enjoyed the walker fights but "didn't like that I liked them." He coyly suggests that he and Woodbury are growing on her.
In the aftermath of their fight, Merle calls off the hunt for Michonne, figuring she's as good as dead. When Garguilo insists they stay on her trail, Merle shoots him.
Ahead, Michonne encounters a group of walkers and prepares to fight. When they walk right past her, she realizes the guts have masked her smell.
Back on the phone, Rick speaks to a woman who brings up Lori again. "You should talk about it, Rick," she says. "How do you know my name?" he asks. The line goes dead.
Michonne hobbles to a shopping center and hides when Glenn and Maggie pull into the parking lot. She watches them scavenge for supplies.
The Governor and Andrea share a drink and talk in his backyard. They kiss.
Merle finds Glenn and Maggie in the parking lot. Merle asks Glenn to bring him to Daryl, but Glenn refuses to disclose their camp location. So Merle holds Maggie at gunpoint and orders them into the car. Michonne watches as Glenn and Maggie drop their supplies and drive away with Merle.
Back in the lower levels of the prison, Daryl, Carl and Oscar kill a walker. Daryl finds Carol's knife lodged in the walker's neck.
Rick answers the phone again and asks how the woman knew his name. "The people you were talking to today, that was Amy, Jim, Jacqui," she answers. Rick recognizes Lori's voice and breaks down, sobbing that he loves her. As her voice gives way to static, she reminds him that he has to look after Carl and the baby.
The Governor and Andrea have sex, but are interrupted when Merle knocks on the door. In private, he tells the Governor that Michonne is dead and reports that he picked up people from Andrea's old group. "From the looks of 'em, they gotta be set up pretty good," he says. "I'll find out where."
Then the Governor returns to Andrea and they embrace.
In the cell block, Rick takes the baby from Hershel and cradles her.
Daryl, meanwhile, removes a dead walker that's been blocking a cell door in the lower levels. To his surprise, he finds Carol inside - dazed and dehydrated, but alive. He carries her out.
Rick carries his baby out to the prison yard. In the distance, he sees a group of walkers approach the perimeter fence. Walking among them is Michonne, carrying Glenn and Maggie's basket of supplies.