The episode begins and a helicopter flies over beautiful green fields. It is manned by military men toting weapons. Suddenly, a loud bang is heard. Something seems to be apparently wrong, from the look of things. The helicopter spews smoke and begins to head downward, which seems to be a result of the bang. It crashes into the tree tops. Hundreds of yards away, Andrea and Michonne plus Michonne's chained, armless, and jawless walkers see the smoke. They begin to walk toward it, as it apparently seems to have caught their attention. Sometime later, they come upon the wrecked helicopter.
Michonne chains her walkers to a tree and then goes in for a closer look, to find out what the matter really is. She sees the wreckage and only dead bodies remain, from the look of things. Just then, two battered trucks pull up carrying unfamiliar and heavily armed survivors. A dead soldier turns into a walker and is promptly stabbed in the brain by the survivors' apparent leader. Andrea watches in horror, as all of it is taking place. The men then find a survivor in the helicopter. Suddenly, Michonne's walkers start to strain against their chains, nearly alerting the armed men to the presence of Andrea and Michonne. Michonne quickly decapitates both the walkers so as to avoid detection and the men turn around and appear to leave.
Suddenly, Andrea hears a familiar voice from behind, much to her surprise. It's Merle she sees, and he’s wearing a metal spike where his hand used to be. Merle recognizes Andrea, too and is as surprised as she is. Andrea, already sick, passes out all of a sudden. Next, Andrea awakens in a makeshift hospital room. Merle enters and explains that he was found nearly dead and taken in by this group of apparently well-organized survivors, with who he has been staying since. Andrea tells Merle that Daryl and Rick went back for him in Atlanta, but Merle isn't ready to forgive them despite this fact being revealed to him. Moments later, the leader, in other words the Governor as he is addressed as, enters.
Andrea accuses the man of killing the helicopter pilots who had not been bitten, and seems visibly agitated about it. "It doesn't matter," he explains to her. "However we die, we all turn" he adds. Andrea and Michonne are shocked at the news. "And you're not prisoners, you're guests," says the Governor, explaining the whole situation to them. He opens the doors to reveal a pristine town that is heavily guarded on all sides, much to their surprise. Merle is one of the guards of this town, as it turns out. He is then shown picking off three approaching walkers with a rifle, and does it pretty efficiently. The next morning, Andrea and Michonne tour the town. They are told that there hasn't been a breach by the walkers in over a month.
Also, everybody in town all 73 of them must be indoors at nightfall, so as to remain safe. The Governor on the other hand, listens to the helicopter survivor, who explains that he was holed up at a military post when one of his men was infected. Chaos ensued as a result of this, and a group managed to escape in a damaged helicopter. The Governor tells the pilot that if he provides the coordinates to the post, they will look for survivors and see if they can rescue any of them. The Governor then visits Merle, who explains that Andrea was part of a group of survivors from Atlanta. "Talk to her again," the Governor says. "See what else you can find out" he urges Merle. He then turns to a geeky looking young man who is examining Michonne's decapitated walkers on a pair of sterile tables.
The man, Milton, explains that Michonne's method of removing their jaws is brilliant. "Take away their ability to eat and they lose interest in doing so they become docile, in a sense" the man explains to the Governor. His conclusion therefore is that, by walking with harmless walkers, Michonne protects herself from dangerous walkers, who in turn assume she is one of them and therefore don’t attack her. The Governor then eats breakfast with Andrea and Michonne, who are still wary. He explains that Bill believes the walkers do retain some vague sense of who they used to be. "Like an echo," says Milton, who asks if Michonne knew her walker captives. Michonne says nothing, as she still doesn’t apparently trust them.
The Governor then explains the difference between this survivor community and others is that the people have a sense of purpose, which helps run things smoothly. They have homes, jobs, schools, so things remain organized, and if somebody or some things try to destroy that sense of community "I'd die before I let that happen" the Governor says, making himself, amply clear. He believes that humans can return to civilization, and he believes the method he has adopted, is the best way to do so. Later, Andrea and Michonne walk the almost bustling streets, pondering over all that has been told to them by the Governor. Andrea urges Michonne to give the town a chance as she seems sold to the idea, but Michonne seems resistant to the whole idea, as she still doesn’t seem convinced about the whole thing.
Andrea then asks whether Michonne knew her captive walkers, as Andrea too is curious if she did just like Milton was. But again, Michonne offers nothing in the way of explanation and apparently seems to be hiding something. Later, the fellow soldiers of the downed helicopter pilot are gathered around trucks and equipment when the Governor drives up waving a white flag, as a sign of peace. The Governor explains that his group found their friend and colleague and then pulls a gun and opens fire, killing the man out front. The woods then open in a blaze of gunfire. Merle and friends are firing from nearby. It's a massacre, by the end of it. All the soldiers are apparently killed in the crossfire.
The Governor finds a man still breathing and bashes him in the head with his rifle. "Never waste a bullet," he says, after killing the man. "Now let's see what Uncle Sam brought us" he adds. Later, the Governor and his men, including Merle, return to town, with the things they have acquired from the dead soldiers. The Governor climbs atop a Jeep and gives a heartfelt speech to the citizens about how the walkers got to the soldiers before he could. Furthermore, they will honor the soldiers' sacrifice by using their weapons and supplies to fight on, he tells the townspeople. "Watch out for each other" the Governor concludes.
Afterward, Andrea makes nice with the Governor, asking his real name. "I never tell" the man says. "Never" he reiterates. The Governor returns to his home, passes a naked woman sleeping in a bed, looks at a picture of himself with what appears to be a wife and child, and then enters a sealed room and sits down. Inside the room are tanks and tanks of severed heads floating in some kind of fluid. The Governor stares at the heads. The episode ends at this point.