Merle interrogates a bound Glenn, demanding to know his group's location. Glenn refuses, then head-butts Merle. In the next room, Maggie listens, terrified, as Merle beats Glenn.
Meanwhile, by the prison yard gate, a badly injured Michonne faints as walkers bear down on her. With Carl's help, Rick kills the walkers and picks up Michonne's limp body.
In the prison common room, Rick revives Michonne and asks her name, but she keeps quiet. Daryl interrupts to summon the group to the cell block. Before he leaves, Rick locks Michonne in the room.
Rick sees Carol and embraces her. "Poor thing fought her way into a cell," Daryl explains. "Must've passed out, dehydrated." Beth brings the baby over, and Carol realizes Lori is dead. "I'm sorry," she tells Rick, tearfully. Michonne watches them from behind the bars.
In Woodbury, Milton alerts the Governor that a "Mr. Coleman" is "ready." Without offering details, the Governor asks Andrea for help.
Back at the prison, Michonne informs the group that Glenn and Maggie were kidnapped. She tells them about Woodbury, a town of 75 that's "run by this guy, calls himself the Governor. Pretty boy, charming, Jim Jones type." She offers to help them penetrate the town's perimeter.
A beaten and bloodied Glenn tells Merle his friends are coming for him, boasting of the group's size and strength: "Rick, Shane, Dale, Jim, Andrea," he says. "Is that right?" Merle replies, smirking at Glenn's bluff.
Rick, Daryl and Oscar decide to rescue Glenn and Maggie. As they load a car with weapons, Rick pulls Carl aside, instructing him to keep the group safe if he doesn't make it back. Carl asks Rick if they can name the baby Judith, after his third grade teacher. "I think Judith's a fine name," Rick says, smiling. Then the rescue team, including Michonne, departs.
Back in Woodbury, the Governor drops Andrea off at Milton's lab, where an elderly man - Mr. Coleman - lies in a hospital bed. After the Governor thanks Mr. Coleman for his service, Milton begins. He rings a bell and instructs Andrea to start a record player, then addresses Mr. Coleman: "Please raise your right hand off the bed if you recognize any of the following statements to be true," Milton says. "Your name is Michael Coleman." Mr. Coleman raises his hand. Milton then asks about Mr. Coleman's family, and Mr. Coleman again lifts his hand.
Glenn still refuses to reveal his group's location, so Merle unleashes a walker in the interrogation room and leaves. Still bound, Glenn manages to smash his chair against the back wall then stabs the walker with the splintered chair arm.
Back in the lab, Milton tells Andrea the purpose of their experiment: "I've been trying to determine whether trace memory and human consciousness exist after the subject has transformed," he explains. Mr. Coleman is about to die from cancer and will reanimate as a walker. When that happens, Milton hopes he will still respond to the cues. "There is no conscious mind," Andrea counters. "When they turn, they become monsters. That's all."
Shortly afterward, Mr. Coleman dies. Andrea and Milton strap him to the bed.
Meanwhile, the Governor and Merle discuss Glenn's unwillingness to cooperate. The Governor decides to question Maggie himself.
The Governor cuts Maggie's bonds and offers to return her to her group. When she gives him the silent treatment, he orders her to remove her shirt and bra. He unbuckles his belt, sidles close, shoves her head against the table and leaves.
Meanwhile, the rescue team encounters a herd of walkers in the forest and flees to a cabin. Inside, a man threatens to shoot them, then dashes for the door. Michonne runs him through with her sword. They throw his body to the walkers as a distraction and escape through the back door.
Back in Milton's lab, Mr. Coleman reawakens as a walker and Milton recites the cues. When Mr. Coleman ambiguously moves his hand in response, Milton reaches over to undo the arm restraint. Mr. Coleman lunges, so Andrea stabs him in the head. Shaken, Milton asks to be left alone.
Merle brings Maggie, who's still topless, into Glenn's room. "We're through with games," the Governor says. "One of you is gonna give up your camp." He raises his gun at Glenn.
"Prison," Maggie blurts, revealing there are 10 survivors who set up camp after clearing the walkers inside. The Governor pretends to soothe Maggie, and then thrusts her at Glenn.
Back in his apartment, the Governor seethes at Merle about the prison. "This group, with your brother at its core, has done something you told me couldn't be done," he says, questioning Merle's allegiance. Merle insists he will not side with his brother.
The Governor sends Merle and Martinez to scope out the prison.
Meanwhile, Rick and the rescue team sneak up to the Woodbury perimeter.
Andrea joins the Governor at home and pours herself a drink. She reports that Mr. Coleman died, disproving Milton's theory. She slides into the Governor's arms. "It's alright, it's over now," he says softly.