Rick tells Daryl about the Governor's offer. Daryl and Hershel try to dissuade Rick from giving up Michonne, but Rick insists it's their best shot at saving lives. "It just ain't us," says Daryl.
Rick then enlists Merle's help. Merle warns that the Governor won't kill Michonne; just torture her. "You're cold as ice, Officer Friendly," Merle says, advising Rick to use wire to bind her.
The survivors work together to lay spike strips at the prison gate. "We don't have to win," Michonne later tells Rick of the plan, which she conceived. "We just have to make their getting at us more trouble than it's worth."
In the cell block, Carol asks Merle if he's on their team. "It's time to pick a damn side," she says.
Daryl tells Glenn that Merle will find a way to make up for his cruelty at Woodbury, but asks for some forgiveness. Glenn points out that Merle was responsible for the Governor's assault on Maggie.
Daryl then finds Merle in the boiler room. Merle reflects on how the group despises him, but points out that Rick is no better for agreeing to the Governor's deal. "Maybe these people need somebody like me around to do their dirty work," Merle says. "I just want my brother back," Daryl replies.
Outside, Rick finds a cable to bind Michonne. Lori appears on the catwalk. "You're not there," he mutters, cradling his head. When he looks up, Lori is still there. He throws the cable away and leaves.
Hershel, Maggie and Beth are praying in the cell block when Rick enters. He pulls Hershel aside and declares the deal is off.
Meanwhile, Merle takes Michonne to the tombs under the pretense of clearing out walkers. He then knocks her unconscious, drags her to the boiler room and binds her wrists.
Later, Merle walks Michonne down an abandoned road and explains the Governor's proposition. He says Rick would never have gone through with it. "But not you," she says.
Rick and Daryl search for Merle and Michonne, concluding that Merle abducted her. Daryl leaves to track them down.
Meanwhile, Merle tells Michonne that this is his chance to save Daryl and the others. Michonne notes that Merle has a conscience, but Merle disagrees: "I've killed 16 men since all this went down," he says.
Back at the prison, Glenn asks Hershel for Maggie's hand in marriage. Hershel gives his blessing.
At an abandoned motel, Merle tethers Michonne to a post while he hotwires a car. He accidentally triggers the alarm, attracting walkers. They hop in the car and peel out of the parking lot.
In the car, Michonne tells Merle that the prison group would have eventually welcomed him, but he chose to be an outsider. He calls her an outsider, too. "Maybe," she says, "but once the Governor's done with me, at least I won't have to live with myself."
At the perimeter of the prison, Glenn scans a group of walkers at the fence. He finds a female and cuts off two of her fingers.
Back in the car, Michonne wonders why Merle wants to help the Governor when he's the one who turned Merle into a killer. "You know we can go back," she says. Merle stops the car, cuts her bindings and sets her free. "I got something I gotta do," he says before he drives off alone.
Daryl later runs into Michonne, who tells him Merle let her go. He tells her not to send help and continues on after Merle.
In the car, Merle drinks a bottle of whisky as walkers mob the vehicle. He blasts music and slowly drives down the road, letting walkers gather in his wake.
Merle arrives at the Governor's meeting spot and jumps out of the car. He hides in a building as the Governor and his men investigate the blaring music. They begin shooting at the walkers.
Amid the gun blasts, Merle opens fire on the Governor's men. He aims at the Governor but accidentally hits Allen's son Ben, who gets in the way.
A walker attacks Merle and they tumble outside, where he's discovered. The Governor brutally beats Merle and bites off his fingers. "I ain't beggin'," Merle says weakly as the Governor raises his gun and fires.
At the prison, Glenn finds Maggie alone and places an engagement ring in her hand. She smiles and they kiss.
Rick gathers the group and discloses the Governor's offer. "I couldn't sacrifice one of us for the greater good because we are the greater good," he says. "I'm not your governor. We choose to go. We choose to stay. We stick together."
At the feed store, Daryl spots a walker feasting on Ben's corpse: It's Merle. Daryl breaks down in tears. When Merle tries to attack, Daryl tearfully stabs him in the head.
From the guard tower, Rick watches Michonne making her way back to the prison.