In the arena, the Governor declares that Merle and Daryl will fight to the death. Andrea begs the Governor to stop, but he insists it's out of his hands.
Rick and Maggie fire into the crowd and rescue Merle and Daryl. Merle kicks down a fence and guides the group away from Woodbury. A walker finds its way to the breach in the fence and enters the town.
Later, Rick and the group rendezvous with Glenn and Michonne at the car. Glenn raises his gun at the sight of Merle, who laughs off the threat and informs Michonne that Andrea is sleeping with the Governor. The group is shocked to learn Andrea is alive and well in Woodbury.
Back at the prison, Hershel dresses Allen's wound as Tyreese makes plans to bury Donna outside. Hershel warns Tyreese that others in his group may be less accepting of newcomers. "I wouldn't get too comfortable here," he says.
Meanwhile, Rick, Glenn and Maggie refuse to let Merle accompany them back to the prison. "Don't ask me to leave him. I already did that once," Daryl says. Realizing they're at an impasse, Daryl parts ways with the group and disappears into the forest with Merle.
Rick tells Michonne they'll tend to her injuries at the prison, but after that, she's gone.
Tyreese and his group carry Donna's body outside for a burial. Ben and Allen suggest ambushing Carl and Carol, who are standing guard nearby, but Tyreese and Sasha shoot down the idea. "These are good people," Tyreese says.
On their way back to the prison, Rick and the others push a truck from the middle of the road. Glenn pummels a walker lurking in the truck, then turns his rage on Rick for not killing the Governor: "Do you know what he did to her?" he shouts, referring to Maggie.
Back in Woodbury, Andrea tells Milton that nine men were injured in the attack and asks after the Governor. Milton reports that the Governor is tending to a project and won't open his apartment door.
Nearby, Woodbury guards threaten residents who are trying to leave town. As Andrea tries to calm everyone down, a walker mauls a man down the street. "Help him! Somebody, please!" a woman pleads. The Governor emerges from his apartment, shoots the man dead, and then goes back inside.
Rick and the others return to the prison. Carol is crestfallen when she learns that Daryl left with Merle.
In the Governor's apartment, Andrea urges him to reassure the residents. "I'm through holding their hands," the Governor says as he loads guns. "We're at war."
Andrea asks what Daryl was doing in Woodbury, and the Governor confesses he was holding Glenn and Maggie. "Why didn't you tell me they were here?" Andrea asks. "You're just a visitor here," the Governor replies.
At the prison, Rick walks through the common room but ignores Tyreese's group. "When he"s ready, let me do the talking," Tyreese tells Allen and Sasha. In the cell block, Beth hands Judith to Rick. The baby's sobs rattle him.
Meanwhile, Andrea and Milton try to pacify panicked residents that have gathered outside the Governor's home. Andrea rallies the crowd with promises of perseverance and rebuilding: "Years from now, when they write about this plague in the history books, they will write about Woodbury," she says. The crowd murmurs in agreement as the Governor watches from his window.
Back at the prison, Hershel dresses Glenn's wounds and observes tension between Glenn and Maggie. He urges both Glenn and Maggie to share their feelings. "Don't disappear on me," he later tells Maggie.
That night, Hershel tells Rick that Michonne won't be well enough to travel for another couple of days. The group agrees that the Governor will retaliate against them, and Carol predicts they'll be outnumbered and outgunned. "We could use some reinforcements," Hershel says, referring to Tyreese.
Rick finally meets with Tyreese, who insists his group can help defend the prison. Rick refuses at first - "I can't be responsible," he claims - but is on the verge of reconsidering when he hallucinates a vision of Lori on the catwalk in her wedding dress.
"What do you want from me?" Rick screams, waving his gun. "I can't help you! Get out!" Unsure who Rick is screaming at, Tyreese's group starts to back away and Glenn orders them outside. Everyone stares at Rick as he frantically paces the common room.