From the prison catwalk, Rick spots a woman in a wedding dress standing by the graves. When he approaches, she disappears and reappears outside the fence. He rushes through the gate and sees that it's Lori. She cradles his face.
Michonne watches from the distance as Rick stands outside the fence, alone.
In Woodbury, the Governor asks Andrea to take over. "I'm not fit to lead these people," he says. "But you are."
Meanwhile, Daryl and Merle bicker in the forest. Daryl pines for life back at the prison, but Merle predicts the Governor is going to slaughter everyone there.
Glenn makes an executive decision to fortify the prison against the Governor, despite Hershel's suggestion that they flee. Glenn enlists Carl to help investigate where Tyreese and his group found their way inside.
The Governor visits Milton in his lab. He asks if he can still count on Milton's allegiance. Milton reassures the Governor, who then asks him to keep tabs on Andrea.
Later, Andrea asks Milton for the Governor's whereabouts. Milton dodges her questions.
Back at the prison, Glenn and Carl inform the group that the boiler room is overrun with walkers again. Hershel again advises a retreat, but Glenn ignores him and says he and Maggie will go to the far side of the prison to look for the breach.
Glenn finds Maggie alone in her cell. He insists they talk about her encounter with the Governor, and asks if she was raped. "No," she snaps, shoving him away. "Do you feel better?"
On the catwalk, Carol and Axel reinforce a fence. Axel tells Carol he was initially sent to prison for holding up a gas station with a toy gun. He flirts as Carol shows him how to use a real one.
Meanwhile, Merle and Daryl encounter a family of survivors under attack by walkers. Daryl immediately goes to their rescue, killing off walkers with his crossbow. Merle half-heartedly assists.
When all the walkers are dead, Merle aims his gun at the father and begins rooting through their car, where the mother and a baby are both bawling. Daryl points his crossbow at Merle and instructs the family to drive away, then stalks off, leaving Merle alone.
Merle follows Daryl into the forest and chastises him for risking his life to help strangers. They grapple and Daryl's shirt rips, revealing childhood scars from their father's beatings. "I didn't know," Merle says apologetically. Daryl stalks away, telling Merle that he's going "back where I belong." Merle complains that he can't follow him to the prison.
"I may be the one that's walkin' away," Daryl says, "but you're the one that's leavin'."
Outside the prison, Hershel tries to stop Glenn from going off on his own. "This rage of yours," Hershel says, "it's gonna get you killed." Glenn ignores him and drives off.
Hershel calls to a disoriented Rick from the prison fence. "We need you now more than ever," Hershel says. Rick confesses that he's been seeing Lori. "I know it's not really her, but there's got to be a reason," he says, walking back into the forest.
In the courtyard, Carol and Axel chat. Suddenly, a bullet hits Axel in the head, killing him instantly. The Governor, stationed at the treeline, lowers his rifle.
Rick's group runs for cover as the Governor and his men attack. Gunfire erupts on both sides. A bread truck comes crashing through the prison gate and stops in the yard. The Governor smiles as the back door opens and walkers stream out. The Governor drives off as the survivors struggle with the dead.
Outside the fence, Rick is surrounded by walkers, one of which is about to bite him. Suddenly, a crossbow bolt pierces its forehead: It's Daryl and Merle. Together, they kill the remaining walkers outside the fence.
Momentarily safe, Rick stares darkly into the prison yard, now swarming with walkers.