The episode begins and Glenn is being interrogated by Merle. Merle it turns out is still bitter at being abandoned for dead in Atlanta. "We went back for you" Glenn says, trying to explain to Merle that they had no plans of abandoning him. Merle isn't listening though, as he doesn’t believe a word of what Glenn is saying. Instead, he wants to know the whereabouts of Daryl as well as the rest of the group, so he can get to them. Glenn is fully aware of Merle’s intentions and therefore won't talk and gets beaten for it, as a result. Back at the prison, Rick is staring at Michonne, who has "cloaked" herself in zombie guts.
He observes that, Michonne is bleeding from a gunshot wound in the thigh and seems in pain. Despite her injury, she proficiently dispatches a few walkers with her samurai sword. Carl and Rick take care of the others with their handguns. They then drag Michonne inside, as she is now barely able to stand. Rick takes her sword and locks Michonne in a cell for the time being, so he can contemplate as to what he should do with her and also because he wants to get information out of her. The group then welcomes back Carol, who grieves for Lori and coos over the baby. Later, Rick interrogates Michonne, who explains that Glenn and Maggie were taken by the same man who shot her. "There's a town ... about 75 survivors ... run by this guy who calls himself The Governor ... Jim Jones type," she whispers, still apparently in great discomfort. Hershel tends to her wound while Carl stands guard.
Rick decides to head to Woodbury to deal with the Governor and pulls aside Carl before leaving. "If something happens, you want to get everyone locked in the cells," he tells his son, before he embarks on his mission. "Take care of your sister" he further instructs his son. Carl wonders what they should call the baby and in the end suggests Judith, after one of his teachers. "Judith it is," says Rick before getting into the car with Daryl, Oscar, and Michonne. "Bring them back," Hershel says. Milton knocks on the Governor's door with news from the lab. The Governor returns to his bedroom to find Andrea dressing and suggests they both go. Inside the lab, Milton feeds an old, sick man whom the Governor calls Mr. Coleman. Milton begins a kind of memory test, asking the old man if he recalls being married and having kids.
Coleman weakly raises his right hand in acknowledgment of each question. Milton seems pleased at the old man’s reactions. Andrea in the meantime is confused and looks apparently perplexed at the goings on. Glenn, on the other hand, is a bloody mess thanks to Merle, who is still trying to get information out of Glenn, but doesn’t seem to have achieved much success. Frustrated and angry by Glenn's refusal to speak or divulge any details, Merle unleashes a walker into the room where Glenn is being held. As he feels that would do the trick. Glenn fights valiantly despite being tied to a chair. Glenn eventually manages to break a leg off his chair and stab the walker in the eye. He screams in gory triumph, after he has gotten the better of the walker.
At Woodbury, Milton explains that they are waiting for Coleman to die and reanimate at which point he will be asked the same series of questions as before. Turns out Coleman, who has prostate cancer, volunteered for this experiment to see if a newly turned walker retains anything from his/her human experience. Milton is shaking in anticipation, as he feels he might be able to headway. The Governor then interrogates Maggie. He cuts her loose from her chair and sits down across from her. "We'll take you back to your people," the Governor says. "Tell us where they are and we'll take you to them" he reiterates reassuringly. Maggie on her part refuses, as she clearly doesn’t trust what the Governor is saying.
The Governor realizes that she is in no mood to relent and tells Maggie to stand and take off her shirt, or "I'll bring Glenn's head in here" he says, in order to convince her to do his bidding. Maggie on hearing the threat removes her shirt and bra, without protesting. She stands shaking as the Governor approaches. He leans in close and smells her hair. "Do what you're going to do," she spits. "Go to hell" she then says in absolute rage and disgust. The Governor backs away, on seeing Maggie react so aggressively. Rick, Daryl, Oscar, and Michonne stop the car and decide to approach Woodbury on foot, so as to avoid being noticed. A dozen walkers soon appear in front of them. Rick orders "no gunfire" as the noise would alert the people of Woodbury, so the group carves a path through the undead with knives instead. They eventually come upon a rundown cabin and charge inside.
Inside, they find a man with a shotgun. Rick knocks the gun from the man's hand, before the man can cause any damage. The man flees toward the door, seeing that he has been overpowered. But, before he can open it and let inside all the walkers, Michonne puts a sword through him, putting him out of his misery. Rick and Oscar toss the body outside in order to distract the walkers. The plan works. Then taking advantage of the distraction, they all race out the back door, without the walkers being any the wiser. Coleman on the other hand, suddenly opens his eyes. "It's happening," Andrea says. Milton begins to ask the new walker the questions about his family. The response is nothing but snarls. Milton though is hopeful and decides to set Coleman free, hoping to get information out of him.
Then against Andrea's advice, Milton removes the restraints on Coleman’s body and Coleman immediately lunges at him, much to his shock and horror. Andrea takes control of the situation by burying a knife in the test subject's brain. It turns out, the experiment has failed. The Governor in the meantime, drags a half-naked Maggie into Glenn's cell. He then points his gun at Glenn threatening to kill him, if Maggie doesn’t give him the information he needs. Seeing no way out, Maggie spills the beans. She basically reveals that her friends are at the prison. The Governor tries to "comfort" a shaking Maggie by hugging and kissing her. Glenn is visibly enraged at the Governor’s actions. The Governor then releases Maggie into Glenn's anxious arms, as he has gotten what he needs.
Both seem relieved to be in each other’s arms. Outside, Rick's small group scouts the guarded entrance to Woodbury from the tree line, planning their next move. Inside, the Governor asks Merle where his loyalties lie, as he still has his doubts about Merle. "Here," says Merle emphatically. Merle is on his part aware that his brother is likely on his way to rescue Glenn and Maggie. Andrea in the meantime returns to the Governor's quarters and the two embrace. The episode ends at this point.