The survivors regroup in the cell block following the Governor's assault. Rick and Glenn want to stay and face the Governor; Hershel thinks they should flee. Merle, who's locked inside the common room, warns that the Governor has enough guns and manpower to kill them all.
Frustrated, Rick tries to leave the room. "Get back here!" Hershel booms. "You once said this isn't a democracy. Now you need to own up to that."
Afterwards, Rick surveys the walker-infested prison yard from the catwalk. Carl joins him and suggests Rick should stop being the leader. "Let Hershel and Daryl handle things," Carl says. "You deserve a rest."
In Woodbury, the Governor tells Milton to enlist residents aged thirteen and up to fight. Milton calculates that will give them 35 soldiers.
Andrea confronts the Governor about the prison attack, reminding him of his promise to leave Rick alone. The Governor claims Rick shot first. Andrea says she wants to visit the prison to broker a truce. "You go to that prison, stay there," the Governor warns.
Outside, Karen complains to Andrea that the Governor is making her 14-year-old asthmatic son fight. Andrea challenges Martinez, but he insists the only way to defend the town is to raise an army.
Back at the prison, Rick and the others prepare for battle. Glenn objects to Merle's presence and suggests handing him over to the Governor, but Hershel points out that Merle has valuable military experience.
Later, Hershel chats with Merle in his cell and the two bond over their amputations and mutual appreciation of scripture. Merle warns Hershel about the Governor: "He'll save Rick for last so he can watch his family and friends die ugly. That's who you're dealing with."
Meanwhile, the Governor surveys Woodbury's new army. When Andrea appeals to him to excuse the asthmatic boy, he ignores her.
In the prison cellblock, Carol visits Daryl and expresses relief at his return. "He's your brother, but he's not good for you," she says about Merle. "Don't let him bring you down."
Back in Woodbury, Andrea asks Milton to help her escape so she can discuss a truce with Rick. But he balks at the idea of betraying the Governor.
In his apartment, the Governor removes the gauze from his eye. He places a patch over the wound as Milton arrives to report on Andrea's request. "She asked for help," the Governor says, "help her."
Milton escorts Andrea through the forest, where they capture a walker and hack off its arms and teeth. As they fight off more walkers, they run into Tyreese and his crew.
At the prison, Merle tries to make peace with Michonne: "I done a lot of things I ain't proud of," he says. "Hope we can get past it." Michonne glares silently back at him.
Milton agrees to take Tyreese and his group to Woodbury. Andrea continues on to the prison with the armless, toothless walker as her "guardian angel."
Andrea approaches the prison, where Carl spots her through binoculars. "Are you alone?" Rick yells as she approaches. He shoves her against the fence and searches her. "Welcome back," he says.
Rick brings Andrea inside the prison. She insists she's on their side, but Rick has his doubts: "We had that field, courtyard, until your boyfriend tore down the fence with a truck and shot us up," he says. She begs Rick to work out a peaceful agreement, but Hershel doubts the Governor has any desire to negotiate.
Outside, Andrea accuses Michonne of turning the group against her. Michonne counters that Andrea is living under the Governor's spell and reveals that he sent Merle to kill her. Michonne says she went back to Woodbury to unmask the Governor, adding, "I knew it would hurt you."
Meanwhile, the Governor visits with Tyreese and his group in Woodbury's infirmary. He welcomes them to stay as long as they like, then brings up Rick's group. Tyreese recounts his experience at the prison and offers to join the fight: "Whatever we gotta do to earn our keep," he says.
Back at the prison, Andrea cradles Judith as Carol urges her to take action against the Governor. "You need to sleep with him, give him the greatest night of his life," Carol advises. "Get him to drop his guard, and then when he's sleeping, you can end this."
Later, Rick gives Andrea a car to return to Woodbury. "Be careful," he says, handing her a gun and a knife.
When she arrives in Woodbury, Andrea visits the Governor at home and confesses that she visited the prison. "He sent you back here?" the Governors asks. "No, that was my call," she says. "Because you belong here," he says, kissing her.
That evening, Rick tells Daryl he's taking Michonne and Carl on a run for more guns the next day. "Keep an eye on your brother," he says. "If he causes a problem, it's on you."
Meanwhile, Andrea lies in bed with the Governor, who's fast asleep. She pulls out her knife and holds it over his sleeping body, but turns away, unable to kill him. She moves over to the window and stares out, the knife still in her hand.