The Governor brutally beats Milton for torching the pit walkers. Milton wonders what Penny would think of her father now. "She'd be afraid of me," the Governor admits. "But if I'd been like this from the start, she'd be alive today."
The Governor brings Milton into his torture chamber, where Andrea is bound to the chair. He declares his plans to kill everyone at the prison.
The Governor orders Milton to gather his tools and kill Andrea, but Milton instead attacks the Governor. The Governor overpowers Milton and stabs him in the gut. "You're gonna die and you're gonna turn, and you're gonna tear the flesh from her bones," he tells Milton before leaving the room.
Meanwhile, Rick and the survivors pack up the prison and load supplies into the cars. Rick tries to talk to Carl, but Carl ignores him. Looking up to the catwalk, Rick sees a hallucination of Lori staring back at him.
As Daryl mourns his brother, Carol praises Merle for improving their odds against the Governor.
In the cell block, Michonne forgives Rick for considering the Governor's offer and thanks him for allowing her into the group.
Back in Woodbury, the Governor assembles his troops. Tyreese informs the Governor that he and Sasha will not join the fight but offers to stay behind to guard the women and children. After a tense moment, the Governor consents.
The Governor and his soldiers arrive at the prison, where they shoot up the guard towers, mow down the walkers in the prison yard and storm the cell block. But they find no sign of Rick's group.
Back in the torture chamber, Milton slumps against the wall and tells Andrea that he secretly left a pair of pliers by her feet. He tells her to stab him in the head once she cuts herself free.
Meanwhile, the Governor splits up his troops to investigate the dark prison corridors (known as the "tombs"). Smoke grenades go off and the prison alarm sounds. Walkers attack the Governor's men, forcing them to retreat outside where Glenn and Maggie ambush them with gunfire. The Governor's army quickly flees the prison.
In Woodbury, Tyreese checks in on the women and children. He and Sasha agree they may have to slip out when the Governor returns.
Milton asks Andrea why she stayed in Woodbury after learning her friends were alive. "I wanted to save everyone," she says. "Even the Governor, for a while." He urges her to hurry with the pliers. She removes her shoes and tries to grab them with her feet.
Back at the prison, Hershel, Beth and Carl watch the battle from the adjacent forest. A teenage boy from Woodbury escaping on foot runs into them. As he's putting his gun down to surrender, Carl shoots him.
Rick and the others decide to chase down the Governor. Carl tells Rick he wants to fight, then brags about killing one of the Governor's soldiers. Hershel clarifies that the "soldier" was just a scared boy on the run. "He drew on us," Carl insists.
Meanwhile, the Governor halts the retreating caravan in the middle of the road. "What the hell are you doing?" he screams. The Woodbury residents refuse to fight, insisting the prison is not worth their lives. Enraged, the Governor opens fire and slaughters them. Martinez and Shumpert watch in horror. The Governor gets in his truck and signals to them. They reluctantly get in.
Andrea grabs the pliers with her feet then drops them. Milton is dead, but his fingers start to move.
As they prepare for pursuit, Rick again asks Carl about the shooting. Carl admits the Woodbury boy had surrendered. Still, he says, "I couldn't take the chance," pointing out that Lori and Merle both died because Rick didn't seize opportunities to kill potential threats.
Glenn and Maggie offer to help guard the prison in case the Governor returns. Rick, Michonne and Daryl leave in pursuit of the Governor.
Rick's group finds the aftermath of the Governor's roadside massacre. Karen, the lone survivor, approaches them with her hands raised.
Meanwhile, Milton rises as a walker. He shuffles toward Andrea, who manages to cut through her bonds with the pliers just as Milton reaches her. Their screams echo through the hall.
Tyreese and Sasha are standing guard at Woodbury's gate when Rick's group arrives with Karen. She explains to Tyreese how the Governor killed everyone and tells him to stand down.
Rick mentions that Andrea never made it to the prison, and suggests she could still be in Woodbury. They head to the interrogation room and notice a pool of blood under the door.
Inside, Milton lies dead and Andrea huddles against the wall. Her neck has been ravaged. Michonne cries as Andrea insists on shooting herself. Michonne stays with Andrea while the group waits outside. A gunshot sounds.
Afterward, Rick's group returns to the prison with a school bus filled with Woodbury's survivors. Tyreese leads the survivors into the prison. "They're gonna join us," Rick tells Carl. Rick looks up at the catwalk. Lori is nowhere to be seen.