The episode starts with Rick, Michone, and Carl alone in a car. They pass a guy begging for help, equipped with a distinctive orange back pack, who seems desperate. After ignoring him, they come up on a place where cars had been stopped and get stuck in some mud. A small horde of walkers swarm the car, trapping them until Rick lowers his window enough to start shooting their way out. While Rick is teaching Carl how to give the car some traction, Carl blames Michone for them being stuck. Rick explains that the reason Michone is with them is because they have common issues and common interests so he's hoping that they can work things out.
He also makes it a point to mention that he didn't want to leave her and Merle alone in the prison together. They get interrupted again by the camper coming down the street and screaming for help. They quickly finish the job and leave him behind again. The three arrive at the old sheriff's station where Rick had left the armory in the first episode. They find that it's been stripped and try to figure out where to find more weapons. Rick remembers signing some permits for people who had weapons that might still be available so they go looking for them.
During their search, they find a spot where there are burned bodies and painted warnings to turn around. They continue on anyway and, despite seeing more signs that they should turn around, they keep going until they find a fortified blockade in the road. Rick points out a bar and remembers which weapons are there. While they're distracted by a walker they're ambushed by a masked gunman on a rooftop. He warns them to drop their weapons and leave, but Rick refuses. Instead, he sends Carl to run to the car and fires at the masked man. Michone gets up to the rooftop too late and misses her chance at the gunman. When Rick looks up to see where he went, he finds Michone made to the rooftop, but the guy is missing.
The masked man reappears from behind the building and continues shooting at him. Rick takes cover this time behind some barrels and, while the gunman is shooting at Rick, Carl comes from around the corner and shoots the guy in the chest. Rick is unhappy that his son just shot a living person and checks to see if Carl is okay. Carl says he had to, and they move on. Rick checks the man's corpse and finds that it is Morgan, his ally from the first episode. Morgan's body armor saved him. Rick and Michone have a small argument about whether or not they should help Morgan, which Rick wins by being stubborn and cutting her off.
They continue on to Morgan's place and find a trap under the welcome mat, as well as more warning signs. They find another trap at the top of the stairs with another warning before finding Morgan's armory. They carry Morgan into the room and put him on a cot. While Rick ties him up he notices a lot of eerie writing on the wall, which could have been some sort of scattered journal. Michone and Carl focus on loading guns and ammunition into duffle bags. Rick starts to help them, but gets distracted by the radio he and Morgan were supposed have used locate each other.
The memories triggered by the radio help Rick to notice part of the wall that says, "Duane turned". Rick announces that they are going to wait for Morgan to wake up. Michone says that he's lucky they didn't feed him to the walkers, and he is clearly not the same guy Rick knew. Rick holds his ground and secures Morgan with some zip ties. Carl finds a map on the wall that Morgan had been using to keep track of the town. Carl decides to go out for a run and cites getting a crib for his baby sister as the reason. Michone points out that he would need help getting the crib back because it would be too big for him.
Rick, who may or may not have noticed that this came without the form of a question, just listens and agrees. He firmly tells them to go to get the crib and nothing else. Once outside, Carl tries to talk Michone into not coming with him. They get distracted by a walker, which leads to Carl trying to escape from Michone. She finds him and catches up pretty easily. While standing in front of the baby place, Carl tells Michone that he's going to get something else, and continues walking.
Rick is reading the walls when he apologizes to Morgan. Morgan slowly wakes up and reaches for a knife that he'd hidden under the bed.
Rick stops paying attention to Morgan long enough for Morgan to cut his zip ties and attack. A fight ensues with Rick constantly trying to trigger Morgan's memory of him and trying not to hurt the man. Morgan, on the other hand, is out of his mind and is completely intent on killing Rick. Morgan manages to plunge his knife into Rick's chest, which causes Rick to give up and pull his gun out. Morgan begs for death before Rick ties him up and shows him the radio to remind him. Morgan, at this point, is remembering but he is scrambled. He transitions between emotions, from recognition, to blame, to guilt, and even gratitude very quickly.
He blames Rick for not calling on the radio. He blames himself for letting his wife kill his son. He credits Rick for giving him the gun to kill his wife. He explains that both the good and the evil die, but it's the weak ones, like him, who inherited the earth. He believes he was weak, because he couldn't kill his wife, who eventually killed their son.
Carl and Michone show up at an old cafe where they suspect walkers. Michone doesn't allow Carl to go in until they have small spat where Carl tells her that it's important, and she can't stop him. She replies that she can't stop him but he can't stop her from helping either.
The solution to their walker problem was to send some caged rats into the center of the room as bait while they sneak in. It works, mostly, but they miss one who was hidden behind the bar. It turns out that what Carl wanted was a picture of him with his parents that was hanging over the bar. The walker grabs Carl's leg and almost blows their cover but Michone acts quickly and puts her sword through its head. A lone mouse happens to lure a crowd of walkers around the corner and forces a retreat. Once safe on the outside, Carl demands to go back inside because he dropped the picture. Michone tells Carl that she needs him to do something for her. She gets him to stay where they are so that she can go for him.
She walks around the building while the whole group of walkers stay in the front trying to get to Carl, who seems unphased by their presence. After just a few seconds Michone comes back with the picture and a colorful cat decoration. Rick and Morgan seem to have calmed down. Rick invites Morgan to come back with them. Morgan is not interested, he's noticed that they want a lot of guns and realizes that they're screwed either way. Rick, who's been seeing his dead wife, tells Morgan that he's not seeing things right and tries to get Morgan to change his mind. Morgan refuses. He doesn't explain it, but it's written on the walls in a bunch of places.
Outside in the street, Michone and Carl show up with a crib and they walk out of the fortified area. Morgan has already started to clear the walkers from his traps. Carl stops and turns to apologize for shooting Morgan, he makes it a point to say ,"I had to" again. Morgan stops and tells Carl to never be sorry.
Back at the car, Rick asks Carl if everything went okay. He's surprised when Carl says that everything was okay and that Michone might be one of them.
Michone comes around to load the guns, and takes a second to talk to Rick. She tells him that she knows he sees things, and that she understands. She used to talk to her dead boyfriend. Rick asks her to drive and flatly tells her that he sees things. On the drive home, they see Morgan burning the corpses that he was peeling from his traps. Further down they see a mutilated corpse. They kept driving, then came back to take his orange pack.