The scene opens and Walkers munch on a bloody corpse when they are suddenly distracted by a helicopter flying above. They rise in unison and shamble toward the noise. Later, we see the horde wandering down the highway through an open field. There are hundreds of them. The walkers are momentarily stopped by a wooden fence, but their sheer numbers eventually produce enough pressure to push them through. It is night now and a shot rings out -- the shot that killed Shane. The walkers turn toward Hershel's farm. Inside the house, the group is worried. Where are the men? Daryl and Glenn return first. Lori pleads with them to go back out and find Rick and Shane. Meanwhile, Rick and Carl walk back to the house. "What happened?" Carl asks. "Were you guys attacked? How did Shane die?"
Rick stops to explain it all to his son, but then notices the dozens and dozens of walkers approaching from all directions. The father and son run for their lives, eventually making it to the barn, where they barricade themselves inside. Back at house, Lori suddenly realizes that Carl is gone. The rest of the survivors load up their weapons as they watch the walkers surround the barn. Daryl asks if they're really going to take on the enormous horde. "It's my farm," Hershel barks. "I'll die here." Inside the barn, Rick spreads gasoline on the ground and then opens the front door, luring the zombies inside. He sprints for the ladder into the loft as Carl drops a lighter into the shuffling mass. About 20 zombies go up in flames. Outside, Maggie and T-Dog drive cars around the zombies while Glenn and Andrea hang outside the windows and shoot.
Daryl circles on his motorcycle, picking off walker after walker after walker. Jimmy then drives the RV up to the barn so Rick and Carl can leap on top of it. Unfortunately, walkers get inside the RV and tear poor Jimmy to pieces. Again, Rick and Carl run for their lives. On Hershel's porch, Carol convinces Lori to flee with her, Beth, and Patricia. But Patricia is snagged by a quick moving walker and has her throat torn out in an avalanche of blood. Lori and the gang jump into the back of T-Dog's pickup and speed away. They leave behind Andrea, who appears to have been taken down to a walker. Maggie and Glenn, inside a car, find themselves hemmed in. There are simply too many undead to double back. So at Glenn's urging, Maggie floors it and they speed away to (relative) safety. Hershel, meanwhile, stands at his porch firing his shotgun until it is out of ammo. As the old man is about to be eaten, Rick appears out of nowhere and executes the attacking walker. "It's my farm!" Hershel yells.
Responds Rick: "Not anymore." They jump into a truck and speed away. On the other side of the house, Daryl spots Carol running from pursuing walkers and picks her up on the back of his motorcycle. Only Andrea, who turns out to be alive and fighting, is left behind. The rest of the survivors are separated. Glenn and Maggie. Hershel, Rick and Carl. Daryl and Carol. T-Dogg, Lori and Beth. As dawn breaks, Maggie is too overcome with grief to drive. She stops the car so Glenn takes over at the wheel. Glenn then calms Maggie by confessing his love for her. "I should've said it a long time ago," he says. Rick, Carl and Hershel stop at a supposed rendezvous point, but nobody else is there. Carl begs his father to go back for Lori.
Hershel quietly suggests that Rick take his son to safety. Hershel will stay behind in case the others show up. Rick refuses, yelling at Hershel to "have some faith." Sure enough, Daryl and Carol soon appear followed by Glenn and Maggie. And, finally, T-Dogg, Lori and Beth. Everybody is back together again. Lori, Rick and Carl embrace. The gang briefly discusses going back for Andrea, who no one actually saw die. But Rick dismisses the idea. Even if Andrea somehow miraculously survived, she wouldn't likely be hanging around the farm. Speaking of, Andrea sprints through the forest with walkers in hot pursuit behind her. Low on ammo, she pauses briefly to weighs her options. They aren't many. Rick's car then runs out of gas. He insists that the group camp for the night and then strike out for gas tomorrow.
Rick gives a desperate pep talk, saying they won't split up again. Furthermore, they need a place to hunker down, heal and build a life. "I know it's out there, we just have to find it!" Rick yells. The others are skeptical. Daryl then mentions that Shane killed Randall. And who killed Shane? Rick says nothing. But when Daryl points out that Randall turned into a walker without being bitten, Rick does speak up. "We're all infected," he whispers. "At the CDC, Tanner told me. We all carry it." Glenn challenges Rick. Why didn't he tell them weeks ago? "That's not your call," Glenn says. Spits Rick: "Well I thought it best people didn't know!" Rick is taking control, but it's not easy. Later, Rick admits to Lori that he killed Shane. "He came at me ... he planned it," Rick says. "I had no choice. I gave him every chance and he kept leading me further out. He pushed me." Rick then admits that he knew Shane's plan, but went along with it until the sorry end. "I just wanted it over," Rick says. "I wanted him dead." Rick then tells his wife that Shane turned, confirming Tanner's theory, and that Carl put down Shane.
Lori violently pulls away. She looks at Rick with naked hate in her eyes. Andrea, meanwhile, is still running. She is down to a small knife, which she puts to use on a number of walkers before finally being taken down. It looks like the end when, suddenly, the walker's head is sliced off. Standing just a few feet away is a figure in a black hood carrying a bloody sword. The figure appears to be holding a chain connected to two walkers whose arms are missing. Andrea gasps for breath. The hooded figure takes a step closer. At night, the survivors huddle around a fire. Carol suggests to Daryl that Rick might be dangerous. "You’re his henchman and I'm a burden," Carol says. "You deserve better."
Maggie also suggests to Glenn that they strike out on their own and take their chances. Furious, Rick tells the group that he killed his best friend for them. How dare they cut and run now. Rick explains that Shane was going to kill him, but it comes off as Rick being more than a little unstable. He rages, telling them to leave if they want to -- if they think they can do better. But, if they stay, then they're going to have to accept Rick's law. "This isn't a democracy anymore," Rick seethes. Shocked and horrified, Lori hugs a crying Carl. Everybody else appraises Rick coldly. The camera then pulls up and up to reveal, a few miles beyond the camp, a massive, walled compound. The episode ends.