The episode begins and a zombie staggers through the forest. A man jumps out from behind a tree and chops it down then runs into the forest where he meets another woman. Two other people, a man and a woman show up who are fighting off a wave of zombies. One woman gets bitten as they escape into the woods. They get to the ruins of a building and non-bitten woman wants to leave the bitten woman behind, but the two men disagree and they take her through the destroyed wall and into the ruins. Turns out, this is back side of the prison where Rick’s crew is staying. In Woodbury, Andrea is with The Governor.
She tells him that she promised Milton she would help him cremate Mr. Coleman’s body. Across town Glenn and Maggie are sitting in the holding room. They talk about how with all the fighting of zombies they had forgotten what people were capable of. Glenn asks her if The Governor touched her and she tells him no. He then stands up and walks over to the dead zombie on the floor and rips its arm off. He tears away the flesh to get a broken shaft of bone that can be used as a shank and hands it to Maggie to use as weapon. In the forest Rick, Daryl, Oscar and Michonne are stationed just outside of the Woodbury’s walls. Inside Merle and The Governor talk about the prison that Glenn and Maggie told them about.
They agree that they will let Merle reconnect with Daryl and use him to get information about the group so they can get inside and take Rick’s group out. They also decide they need to dispose of Glenn and Maggie before Andrea finds out. Michonne leads Rick and the group into the room she was held in. A guy comes into the room thinking they are people from the town. Rick grabs him and throws him against the wall, demanding to know where they are holding his people. Merle and another man come into the room with Glenn and Maggie. They attack. Maggie stabs the second man in the throat with her bone knife while Glenn fights Merle. A gun goes off as Maggie grabs her guard’s gun and points it at Merle who is on top of Glenn.
He puts his hands up to surrender, but Maggie doesn’t see another guy coming up behind her. He surprises her and this allows Merle jump up and snatch her gun from her hands. Rick and his crew make their way through the buildings looking for Glenn and Maggie. They find them in a room where Merle has Maggie and Glenn on their knees. They put a bag over Maggie’s head and start to carry her away. Rick throws a smoke grenade/flash bang into the room. They rush in and the fight is on. Outside Andrea hears the gunshots. The Governor takes control. He tells people to go back into their homes and lock their doors. He tells his people that they are under attack so they need to find the attackers and shoot to kill.
Rick and his group now have Maggie and Glenn. They run to a spot where they hide. Glenn tells them that Merle is the one that did this and that they told them where the prison is. Merle and The Governor tell a group of people to start doing door to door searches to find the people that invaded. He shuts Andrea out, which angers her. Michonne sneaks into a room and sits in the dark while across town Rick and his group flood the streets with smoke grenades and start making their way to the walls, locked in a fire fight with the guards. Andrea draws her gun and runs towards the chaos. She shoots at them not knowing who they are. The Governor tells her to get off the street and hide; they are survivors not soldiers so they can wait them out. A man with a shotgun shoots Oscar then is killed by Rick.
At the prison Herschel, Beth and Carl talk about how much formula they have. Just then they hear a scream from inside the prison. Carl grabs a flashlight and goes to investigate. As he gets further and further into the prison the noise gets louder and louder. He hears fighting and comes across that group that came in the back fighting zombies. He leads them out of there and helps them fight their way to safety. Michonne sits in the dark. She hears a noise so she stands up, kicks in a door and finds herself in The Governor’s secret room. She finds his daughter in the cage. Because she is wearing a hood Michonne thinks she is a normal little girl. She takes the hood off and the girl attacks. Michonne is about to behead her when The Governor comes in, yells for her to stop and points his gun at Michonne.
He puts his gun away and begs her not to hurt his little girl. He says she shouldn’t suffer. Michonne stares him in the eyes and drives her sword through the girl’s head. The Governor screams with rage and charges her. They wrestle and fight. She eventually gets her hands on a piece of glass that she drives through his eye. He is screaming in agony as she gets up, grabs her sword and is about to kill him when Andrea runs in and stops her at gun point. The two stare at each other then Michonne lowers her sword, turns her back and walks away. Andrea rushes to The Governor’s side and as she holds him she sees all the heads in the fish tanks and the Governor’s now dead daughter. He crawls to the girl, takes her in his arms and sobs. At the prison Carl leads this new group back to safety. The woman who was bit is nearly dead. Carl says he will kill her. They ask who he is and he says they can help them, but first things first.
They don’t want Carl to do it so one of the men covers her face and is about to smash her head with a hammer when they hear a door slam. They look up and see Carl and Beth on the other side of a door. Carl locks the door and tells them they will be safe. The room is secure and there is food and water. The main man of this new group named Tyreese tells Carl they don’t want trouble and he says this is the best they have had it in weeks. At Woodbury, The Governor’s eye is not good. Andrea wants to know what was going on in that room. She wants to know about the heads and he tells her that he used them to prepare himself for the horrors outside. Milton and Merle arrive and tell him that Rick’s group made it out of the city. Merle says he will go after them in the morning.
Rick, Maggie and Glenn are outside the wall waiting for Daryl who was behind them covering their escape when Michonne catches up to them. Rick puts a gun on her and takes her sword. He wants to know where the hell she was. She tells them that she did what she said she would do and that they need her. Inside Woodbury people are gathered when The Governor, with his eye patched, comes out. He says he is sorry for what happened and that he thought days and nights like this one, were a thing of the past. He tells them that he failed them. He promised to keep them safe and he didn’t. He tells them that he is afraid of terrorists who want what they have and want to destroy them.
He tells everyone that Merle led those people to the city and let them in. A man in a hood is then brought forth and the Governor says this guy is a terrorist as well. He pulls the hood off. It is Daryl. The Governor says that this is Merle’s brother. They worked together to attack Woodbury. He asks what they should do with them and as calls from the crowd rain down for them to kill Daryl and Merle, the Governor walks over to Merle and tells him that he wanted his brother, now he’s got him. The episode ends at this point.