Episode opens with Rick watching through his binoculars and seeing Michonne walking around the overturned bus on the yard of the prison. As he explores the area, he suddenly sees the woman in white dress standing over the graves of his wife and friends. He runs toward the tombs to meet her. As Rick approach the woman, sheís suddenly gone. He looks around and sees her again, but this time, beyond the prison gates. He leaves the prison yard. Michonne watch him go outside and close the door behind him. Finally,after approaching the women we can see that is Lori in her wedding dress. She touches his face, Rick smile and then kiss her. Michonne looks at Rick standing there alone. Cue theme music begins.InWoodbury, Andrea sits quietly in her apartment when the governorcalls the door. He says that her speech to the people is what theyneeded to hear. She asks about the prison and he says that as long asthey do not disturb in the city, they are not being bothered. Andreawants to see them. The governor changes the subject and says that heis not able to lead the people of the city at the moment, but thatAndrea can. He wants her to lead the city.
On the road, Darylwatch Merle emerges from the forest. They talk about how they canfind food. Daryl tries to convince Merle that the prison is the bestoption but Merle does not agree saying that they donít wanna lethim in, and that besides they're all dead anyway since Governor wantsto kill them.
Glen has taken over the group. He want to return back to the city and kill the Governor. He asks the opinion of Michonne and she accepts. The rest of the group (except Rick) does not agree and feel they must leave the prison before is late. Glenn says they can not leave now because they have a crying baby and a man without a leg. Glenn and Carl go to secure the cells through which Tyresse and his group entered.
The Governor surprises Milton while heís doing some medical experiments. The Governor expressed how valuable Milton was and asks if he intend to stay. Milton says the idea of leaving the city never crossed his mind. He asks if Milton would take a bullet for him and Milton says yes. The Governor then asks Milton to watch over Andrea, because she does not know where her loyalty lies.
Andrea approach to the main gates of Woodbury and asks where Martinez is. No one knows. Andrea sees Milton and asks where The Governor is but he does not give a direct answer.
Glenn and Carl return. Hershel suggests again that they should leave the prison. Glenn says no. The group agrees. Axel offers to go with Glenn to explore the hidden side of the prison and then they find how the walkers enter to the building.
Glen asks Axel to help thewomen pick up supplies because he will talk to Maggie. He asks Maggieif everything is okay and tells her that he wants to talk about"that". Glen asked if he raped her and she says no. Sheconfesses him that if she not undressed the Governor would cut offGlennís hand. Almost crying, she asks if he's happy now that knoweverything and when he goes to comfort her, she punches him and tellshim to leave the cell.
On the outside, Carol and Axel areguarding the bridges in prison. Axel tells her that he is in jail forarmed robbery. He assaults a liquor store with a water gun. Thepolice searched the house and his brother found the gun that matchedthe description of the weapon used. Carol offer to teach him how touse a real gun. Axel is grateful to Carol.
Merle and Daryl arewalking through the woods to the river to get some fish. They argueabout which direction to take when they hear a scream. Darylrecognized as a crying baby. They run to a bridge where a Spanishfamily is fending off the walkers. Daryl runs to the bridge whileMerle tries to stop him. Daryl begins to break down the walkers whileMerle covering. After clearing the bridge, Daryl asked if the familyis ok. Merle begins to ransack the car. The father of the familytries to stop Merle with his gun but Merle take it down and continuedlooting the car. Daryl appears behind Merle and aims his crossbow tooblige him to leave the car and allowing the Spanish family toescape.
Daryl walks back into the woods and Merle follows him and scolds him for risking his life for strangers while not hesitate to give him up on a roof in Atlanta. Daryl says he was looking for him and he deserved what happened to him for everything he did before.Merle gets angrier and says "I'm sure you donít told how we had planned to steal the camp". Daryl says that it never happened; Merle says that just because he was not there to help.Daryl calls on of his childhood abandonment and Merle accuses him of making him lose his hand in retaliation. Daryl says he lost his hand for being as he is. Merle attacks Daryl and takes him down,discovering in the process scars on the entire back of Daryl. Merle says he did not know but Daryl says that actually he knew because Merle had them as well and that's why he left first. Daryl start towalk and Merle asks where he is going. Daryl tells him back to the prison and Merle says he cannot go there because he tries to kill Glenn and Michonne. Daryl asks if he is leaving him again and then Merle begins to follow.
Hershel calls for Glenn before he leavesto Woodbury. He question about going to that town and reminds himthat he needs him to protect Maggie. Glenn says that Hershel is thenext leader and gets into his car and leaves. Hershel sees Rickwalking around just outside the gates. Inside, Beth asks Maggie ifshe can take care of Judith for a moment as she cooks something andMaggie takes the baby.
Hershel calls for Rick and at first the sheriff didnít know from where the sound is coming, but finally sees Hershel inside the fences. Hershel tells Rick how much the group needs him. Glenn is at war and cannot be the new leader. Rick replied that Hershel must take the lead. Hershel asks what he is doing there;and Rick confesses that he has seen Lori and Shane. Hershel says that is only the manifestation of his fault and that needs to rest because the group needed him. Rick refuses. Michonne, still around the bus,watch the men talking.
Outside in the yard, Axel continuestalking to Carol and flirting with her saying that she is a lady whensuddenly gets a bullet in the head killing him. The Governor and hismen are attacking the prison. Martinez has immobilized Rick outside.Hershel is hiding in the bushes just inside the enclosure. Carl andBeth are hiding behind the bleachers. Michonne takes refuge in thebus. Carol is using Axel's body as a shield, the bullets are flyingeverywhere. One of the men of Woodbury manages to take control of oneof the towers. Michonne exchanged fire with the Governor. Carl istrying to cover Carol who is still hidden under Axelís body. Thefire cease. The calm is reassuring. Maggie comes running with weaponsfor Beth and Carol. Rick, still on the fence outside, is trying tofight Martinez. Maggie, Beth and Carl cover Carol and she reachesthem and takes a weapon. Rick looks how a van crashed straight intothe fences. The Van opens and releases a lot of walkers on thecourtyard. The driver, fully dressed in armor, runs off and returnswith the Governor.
The fight resumes.
Rick yells at Hershel to return to the prison. Maggie finally kills the sniper in the tower and as Rick turns to enter the fences, walkers begin to appear in the forest. The shooting has attracted them. The Governor and his men leave. Hershel is surrounded by walkers and Rick cannot help because he himself is being invaded. Glenn suddenly appears in the distance.Michonne with her Katana is making its way to Hershel. Rick is out of bullets and is struggling with two walkers and more are coming, a look of terror comes over him, he will die. Suddenly, an arrow through the head of the walker. The Dixon brothers come running,Merle kills another zombie attacking Rick while Daryl is killing walkers with arrows. Glenn and Michonne help Hershel climb in the car and drive to the secure area of the prison. All are safe(except Axel).
The group observes that they had lost everything they've built, walkers roam the grounds. Rick turns and looks into the distance, thinking about what just happened. They are at war. End of episode.