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The episode begins and Rick is slowly losing it. Rick surveys the prison yard with binoculars and, once again, sees his dead wife in a fancy, white dress. He approaches her and she disappears. Lori reappears outside the prison gates so Rick follows. Finally, they meet and she caresses his face. Michonne watches Rick interact with nobody. She frowns. The Governor in the meantime meets Andrea. He commends Andrea on the pacifying speech she gave to the people of the town last week when they were about to revolt against his leadership. The Governor tells Andrea that he won’t be retaliating against Rick and the people at the prison, but that he will be abdicating power for a little while and handing over leadership of the town to Andrea.

In the woods, as Merle stops to pee, Daryl complains that they haven’t seen any wild game and he’s getting hungry. Daryl tries to sell Merle on the benefits and luxuries that come from living in the prison and that maybe they should head back and give it a try, but Merle says he’d rather take his chances in the woods. Glenn on the other hand takes charge in the prison. He and Carl sketch out a layout of the prison to try to figure out where Tyreese and his gang got access, and thus where they have a defensive problem, not only against zombies but against gunmen from Woodbury. Glenn wants to take Michonne and sneak back into Woodbury and assassinate The Governor.

Doc Hershel tries to convince Glenn that not only is it a bad idea to go back and attack Woodbury but that they should be planning to leave the prison and head back out on the road. Glenn overrules him and says they’re not leaving and they will defend the prison against any attackers. Then Glenn looks around the room and realizes that everyone except Maggie and Rick are there which in other words means that no one is out watching the perimeter. The Governor interrupts Milton’s meditation session to get a new battery for his radio and to find out if he has any plans to abandon Woodbury. The Governor then tells Milton that he is one of the only people in Woodbury that he (Governor) doesn’t really even trust Andrea.

He asks Milton to spy on Andrea and report anything suspicious back to him. Andrea is oblivious to the fact that, the Governor’s offer isn’t genuine. Glenn’s got bad news for the rest of the gang after he and Carl get back from a recon mission: the far side of the prison, where Tyrese and his people entered, is not only weak defensively but is now overrun with zombies. Glenn’s going to have to go take a car around to the far side to see why they have suddenly been overrun and how the zombies got inside. He wants to take Maggie with him. Daryl on the other hand is still trudging through the woods with Merle. Daryl thinks he hears a baby crying in the distance but Merle thinks it’s just two raccoons ravaging one another.

But, it turns out Daryl was right. They come upon a bunch of people on an overpass, trapped on top of a truck surrounded by zombies. Merle doesn’t want to help them, but Daryl runs towards them crossbow in hand. Two men on top of a truck are trying in vain to fight off the zombies while a woman and a baby are trapped helplessly inside a car. One of the men drops his gun and is about to get bitten when an arrow pierces the zombie’s head. Then another arrow drops another zombie and Daryl is there. Daryl heads for the car and cleans out all the zombies trying to get to the woman and her baby. While Daryl runs around taking out zombies, Merle pretty much stands to the side watching, only stepping in when a zombie gets close to his brother.

Finally all the zombies are cleared out and everyone is safe. The people on the bridge speak Spanish which is a problem for Merle. Merle sets about ransacking the car for food and freaking everyone out. Daryl puts the crossbow to Merle’s back and forces him to leave the people alone and walk away. Merle complies and the people get in their car and take off. Later, Merle makes it clear to his brother that he doesn’t like this new do-gooder attitude that Daryl is sporting. They get into a scuffle and Daryl’s shirt rips and Merle sees a bunch of nasty scars on Daryl’s back that Merle recognizes as being the work of their father. This memory snaps Daryl back to reality and he tells Merle that he’s leaving and going back to the prison.

Merle says he can’t go with him because he tried to kill Michonne and Glenn. Daryl says that he may be walking away but Merle is the one who is leaving him. He heads for the prison and after some pondering, Merle apparently follows him. Doc Hershel in the meantime confronts Glenn and stops him from leaving on his own. He is afraid that Glenn’s rage and guilt is going to lead him to recklessness and then death. Glenn tells Doc Hershel that with Daryl gone and with Rick indisposed at the moment that, he is in charge. He jumps in a pickup truck and takes off. Doc Hershel watches Glenn drive out through the gates and then looks over and sees Rick wandering aimlessly around the prison grounds. Rick stumbles around the woods directly outside the prison gates looking for “Lori”.

Someone is calling his name. It’s Doc Hershel. He tells Rick that it’s time to come back and fix things in the prison because Glenn is too reckless to lead the group at the moment. Rick tells Doc Hersel that he should lead the group because Rick’s very busy with “stuff” in the woods. Doc Hershel turns around to hobble back to the prison and Rick reveals that he’s been having hallucinations of his wife. He tells Hershel that he’s also talked to her on the old rotary phone in the prison. Not just Lori, but Shane too. Doc Hershel tells Rick to come back inside and get some sleep. Axel and Carol watch Doc Hershel talk to Rick and Axel tells her that he recognizes a guy cracking up when he sees one because he saw it all the time in prison.

He then starts to tell Carol a story about his older brother when his head explodes, sniped by the Governor. The Governor’s gunmen open fire on the prison. This snaps Rick out of his haze as he and Doc Hershel dive for cover. Carol uses Axel’s body for protection and Carl and Beth make a run for the doors. A massive firefight erupts but there are too many of the Governor’s gunmen and they are too well positioned. Rick and the gang are pinned down and are having no luck defending themselves. Just then, Maggie comes busting out of the door with two machine guns. She tosses the extra to Carl and then lays down enough suppressing fire of her own to allow Carol to escape from behind Axel’s body to get to Carl and the extra machine gun.

The sound of a truck engine catches everyone’s attention and the shooting stops. An old delivery truck comes barreling down the road and rams straight through the double prison gates. It comes to a stop in the middle of the prison grounds and the Governor smiles. The back door of the truck opens and zombies come pouring out. The driver of the truck hops out wearing full body armor and a helmet. Rick tries to fire at the driver, but realizes he’s out of ammo in his machine gun. The firing begins again and Rick yells for Doc Hershel to get to safety. As zombies continue to pour out of the delivery truck, more and more zombies begin to appear outside of the gates. All of the gun fire is attracting them to the prison. Maggie finally takes out the gunmen set up high in one of the guard towers.

Rick on the other hand is out of ammo and is in danger of being overrun by zombies. The Governor and his men jump back in their trucks and take off back to Woodbury, passing a confused Glenn as he drives back in. Rick uses his giant handgun to beat back zombies as best he can. Michonne has much better luck with her sword. Glenn drives his truck over to rescue Doc Hershel and just as Rick is about to be overrun by zombies, Daryl and Merle appear and save him. The episode ends at this point.