The episode begins outside the prison; Rick barks orders to T-Dog and Daryl about clearing out walker carcasses. Glenn and Maggie are missing and it is soon revealed that they are getting hot and heavy in the guard tower. It's for a very brief moment, as soon Axel and Dexter appear, breaking their vow to stay isolated in the adjoining cell block, much to everyone’s surprise. "We'll do whatever it takes to be part of your group" pleads Axel. He looking visibly desperate explains that they can no longer live among the dead bodies and blood, as it’s just too much for them to take.
The group considers taking them in after hearing Axel’s heartfelt plea, but Rick has the final say, deciding Axel and Dexter will be locked outside the main prison gate. Michonne on the other hand, suspiciously examines the army truck brought back to camp by the Governor and Merle. "Lots of bullet holes" she concludes, after she is done examining the truck. "Think biters figured out how to use weapons", she comments rather sarcastically. The Governor reading into her insinuation, in turn explains that it is "ugly out there" and therefore he doesn't know why the vehicle is shot up. Michonne clearly doesn't believe a word of the Governor’s explanation, despite his best efforts at trying to dismiss the whole thing, as if it’s not a big deal. Later, Michonne plans to head for the coast as she clearly isn’t comfortable staying, but Andrea resists, as she apparently has other ideas.
She clearly wants to believe the Governor and in what he is doing, and therefore isn’t too keen on leaving. Michonne glares but says nothing. Back inside the prison, Hershel slowly stands and tests out his new crutches. Lori, Carl, and Beth help to guide him on a stroll around the prison grounds, so as to help him get a feel of things. Seeing the old man up and walking gives the group hope, from the looks of it. Just then, walkers appear in the prison yard near Hershel's group, much to everyone’s shock and horror. Carl immediately opens fire. Hershel swings a crutch. Rick sprints for the yard, frantically unlocking a series of chained doors. T-Dog is bitten in the shoulder, while all of this is happening. Maggie, Lori, and Carl manage to race inside the prison in an attempt to escape the walkers.
Disaster has apparently struck the group, when they were least expecting it. Andrea gives Merle directions to the farmhouse to find Daryl. "We have something in common, blondie" Merle says. "We got left behind by the same people and saved by another" he adds. Merle then sings the praises of the Governor. "He's a good man", Merle says, while he is at it. Andrea looks nearly convinced, by Merle’s reasoning. Back at the prison, Glenn is shocked to discover that someone took bolt cutters to the gates, allowing the zombies inside. Rick immediately blames Axel and Dexter, who were loitering nearby. Then, the prison's alarm begins to blare all of a sudden. The blaring alarms in turn, bring walkers from the surrounding woods towards the prison.
Dexter explains that he used to work in the prison's electrical compound and someone might have fired up the backup generators to trigger the alarm, to attract the walkers. Rick grabs the inmate and leads him inside along Daryl and Glenn. Carol and T-Dog on the other hand have been separated from everybody else and wander through the darkened prison corridors, completely lost. T-Dog looks to be a in a really bad shape thanks to him being bitten, but he is ready to accept whatever happens to him as "God's plan". Lori, Maggie, and Carl sprint down a long corridor when all of a sudden Lori announces, "I think the baby is coming", much to everyone’s dismay. The Governor on the other hand hits golf balls off the top of a manmade wall when Merle approaches him.
He wants to go look for Daryl, he says. "I can't risk it" the Governor replies plainly. "I need you here. This whole place would fall apart without you ... Tell you what: you get more concrete information, I'll go with you myself" the Governor says, reasoning with Merle. Seeing logic in the Governor’s words, Merle agrees. Back at the prison, Lori begins pushing with Maggie's help while Carl watches helplessly, unable to contribute to the proceedings in any way. But something is wrong, from the look of things. There is blood and seems like something has gone wrong during the delivery. Elsewhere, T-Dog is shown charging a pair of walkers to save Carol. He is ripped to shreds in the process.
Andrea shares a drink with the Governor and reveals that she is leaving for the coast with Michonne, as Michonne has decided that she doesn’t want to stay anymore. The Governor seems to take the news well, and doesn’t react much to it. Over a drink, Andrea has a heart to heart with the Governor and shares that she has lost her entire family. The Governor in turn reveals that he lost his wife to a car accident 18 months before the outbreak, leaving him with their daughter to take care of. "I don't know what matters now" Andrea says. The Governor tells Andrea to call him Phillip and offers an open invite to return any time she wants to.
Later, Andrea clearly convinced that the Governor’s intentions are noble, suggests to Michonne that they stick around for a few more days. Michonne is clearly angry at this suggestion of Andrea’s. Inside the prison, Rick, Daryl, and Dexter arrive in the generator room, in order to find out as to who activated the alarm. Once there, they are attacked by a new, wild-eyed inmate with an axe, much to their shock and horror. A furious fight ensues as a result. It ends when Dexter shoots the inmate dead and offers the gun to Rick. Lori asks Maggie to "cut me open".
Turns out, she needs a C-section, as the baby cannot be delivered in a normal fashion. "My baby must survive ... please ... for all of us" Lori pleads, when Maggie expresses her reluctance, as it would mean putting Lori’s life in danger. Lori then shares a quiet moment with Carl, before Maggie can perform the surgery. "My sweet boy, best thing I ever did. I love you" she tells him tearfully. Mother and son then embrace, Maggie then takes Carl's knife to begin the surgery. Lori screams in pain and then suddenly goes quiet. Maggie then pulls out a baby, who, after a few tense moments, begins to cry, much to everyone’s relief.
Carl then embraces his mother one last time with tears in his eyes, before shooting her off-screen. He won't let her become a walker and therefore had no other option but to shoot her. T-Dog on the other hand is dead. Carol is also missing. Maggie, Carl, and the whimpering infant are shown walking out into the prison yard to find a desperate Rick. He asks about Lori and begins to scream in grief when he learns that his wife is dead. The episode ends at this point.