We flash back to shortly after the Governor's failed attack on the prison. After slaughtering his own people on the road, the Governor drives off with Martinez and Shumpert.
That night, the Governor sits catatonic by a campfire, barely taking note as a walker approaches. Martinez shoots the walker and looks disgustedly at the Governor.
The next morning, the Governor wakes to find that Martinez and Shumpert have abandoned him.
The Governor returns to Woodbury, breaks down the gate and burns the town to the ground. For two months, he wanders alone. In a voiceover, he tells a woman that he used to live in a safe town "full of good people."
"What happened?" the woman asks. The Governor tells her the man in charge "lost it."
A bearded and disheveled Governor is passing through a town when he sees a young girl staring at him from an apartment window. He stumbles into the building and is confronted by two women wielding a bat and gun. He surrenders his own gun and bag.
Tara, one of the women, interrogates the Governor in their apartment. She threatens to kill him if he harms her family. Broken-spirited, he tells them his name is Brian Heriot - a name he saw spray-painted on a building during his travels - and that he only plans to stay one night.
Later, the Governor opens a can of tuna in his apartment. Lilly, Tara's sister, brings him a plate of canned pasta. He thanks her but later dumps the meal out the window and continues eating his tuna.
Meanwhile, Lilly's daughter Meghan plays backgammon with her grandfather David, who wears an oxygen tank. Tara finds the Governor leaving his dirty plate outside their door and orders him to wash it.
Afterwards, the Governor helps Lilly and Tara carry David to his bedroom. David reflects with the Governor on the importance of family, and asks him to retrieve a backgammon board from a neighbor's apartment in hopes that it will cheer Meghan up.
The Governor retrieves the backgammon board from the apartment and finds its occupant now a walker in the bathtub holding a revolver - the result of a failed suicide attempt. The Governor stabs it in the head, then pockets the gun.
The Governor returns and gives the backgammon set to David. Meghan smiles.
Alone in his apartment afterward, the Governor gazes at an old photo of himself, his wife and his daughter Penny.
The next morning, Lilly tries to return the Governor's gun to him. He tells her to keep it, explaining he found one in the neighbor's apartment. He also counsels her and Tara to kill walkers by aiming for the brain.Lilly requests one more favor: fetching oxygen tanks from a nearby nursing home to help David survive his stage-four lung cancer a little longer. "He's the only one who can put a smile on Meghan's face," she pleads.
The Governor goes to the nursing home and secures two oxygen tanks, narrowly escaping walkers on the way out.
Back at the apartment building, the Governor gives the tanks to Lilly and Tara. Lilly, a former nurse, dresses a cut on his forehead. While she goes to get ointment, Meghan chats with the Governor and asks about his eye patch. He explains that he got hurt trying to protect someone he loved.
Days later, a clean-shaven Governor teaches chess to Meghan in the living room. Nearby, Lilly and Tara sit vigil beside David in the bedroom. Lilly emerges with tears in her eyes: David is dead.
The Governor urges them to leave the bedroom but Lilly asks for a minute. As they mourn, David reanimates and grabs at Tara's head. To Meghan's horror, the Governor brutally bashes David's head with an oxygen tank.
Later, the Governor digs a grave outside and buries David. Back in the apartment, Tara thanks the Governor for saving her. But Meghan hides from him behind a chair.
In his apartment, the Governor burns his family photo, then tells Lilly that he's leaving. She insists that he take them along. He reluctantly agrees.
The Governor, Lilly, Tara and Meghan hit the road in the food truck that David operated. That night, the four of them sleep side-by-side. Lilly and the Governor lock eyes and kiss.The next morning, Tara tries to start the truck but it won't turn over. They abandon it and make their way down the road by foot. Tara sprains her ankle moments before the group encounters a herd of walkers. Meghan jumps into the Governor's arms and they flee into the forest.
The Governor and Meghan get separated from Lilly and Tara and fall into a man-made walker pit. The Governor kills the walkers inside and embraces Meghan. "I'm never going to let anything happen to you," he reassures her.
"Holy s----," someone says from above the pit. The Governor looks up: It's Martinez.