The episode begins with a flashback and it's nighttime in the woods. Michonne and Andrea are camping out. Behind them, and chained to a tree, are Michonne's two armless walkers. Andrea wants to know where Michonne found them. Michonne's expression turns grave, but she doesn't answer. Andrea realizes she has raised a subject she shouldn't have, and apologizes. Michonne only tells her that they got what they deserved, and adds that they weren’t human to begin with. Back in the present, the Governor is on his knees. His arms are extended and he's yanking on a pair of chains bolted to the wall.
In Woodbury, Andrea and Milton watch while the Governor's goons load up a truck with firearms. Andrea tells Milton that she thought there was a deal on the table. Milton says that the firearms are probably only a show of force. Moments later, Milton happens to stumble upon the Governor's workshop, where he is readying some instruments of torture. Milton freaks out at the sight. He pleads with the Governor to let go of the anger, and forget about what Michonne did to his zombie daughter. The Governor is in no mood to forget or forgive.
Milton is very worried about how ugly this all could get, so he tells Andrea that the Governor's deal with Rick is a sham. He leads her into an elevated hallway, where they can see the Governor preparing a special torture chair. Andrea is ready to kill the Governor right then and there. She even pulls out a pistol and takes aim, but Milton pushes the gun away. Milton says he knew Philip from before he was the Governor and feels that, somewhere inside him, that man still exists. He also warns her that, if she attempts an assassination, she is guaranteed to die. Andrea sees sense in what he is saying and changes her mind. She, instead, decides to go to the prison and warn her friends about the Governor’s plan.
Martinez confronts her on the street. He tells Andrea that the Governor has decreed that all firearms be confiscated. Her protests fall on deaf ears, and she is forced to surrender her pistol. Andrea also needs to get past the wall, where Tyreese and Sasha are standing guard. Following orders, they don't let her pass, but Andrea pulls a knife and they're taken aback. She tells them that the Governor isn't who he seems to be, and that he has done horrific things. She says she's fleeing, and they should too. She leaves, and they don’t try to stop her. Tyreese is baffled, and tries to make sense of it all. He and Sasha inform the Governor that Andrea has fled, but withhold the part about the things she told them.
The Governor is now determined to chase down Andrea. Milton urges him to let her go. Milton says that she just wants to be with her people. The Governor realizes Milton has told her everything. He roughs him up before going after Andrea in his car. Tyreese is growing more and more suspicious of things. His concerns grow when Martinez shows him a pit where some walkers have been collected, to be used in the showdown with Rick and his team. Tyreese thinks the very idea that zombies would be used as weapons of mass destruction is sick. He tells Martinez that he and his group are ready to leave and go their own way. Allen tells Tyreese to back off and speak for himself. Allen finds Woodbury suitable for him and his son, Ben, and fears Tyreese will get them booted. They get into a scuffle and Tyreese is ready to toss Allen in the zombie pit, when Sasha breaks it up.
Andrea is frantically sprinting through the woods. The Governor, driving a car, is hot on her trail. She finally ducks into what looks to be a dark, abandoned warehouse and he follows her in. Andrea has to kill a walker right behind her, and the noise calls attention to her whereabouts. The Governor whispers her name and tells her that he wants her to come back to Woodbury. He says that Woodbury is her home and all the people staying there are like her family. Andrea doesn't respond, which only tries his patience.
The Governor eventually loses his composure and starts stalking the place like an angry animal, shooting off his gun and bashing windows with a shovel. Andrea comes to a door. There's a bunch of walkers on the other side, so she quickly slams the door shut. Now, with the Governor closing in on her, she appears to be trapped in a dead end. He comes face-to-face with Andrea and she opens the door, allowing the walkers to surround him. Andrea flees the building, while the walkers appear all set to tear the Governor apart.
At the zombie pit, in the field, someone whose face isn’t seen is dousing the walkers with gasoline and lighting them on fire. After the fire dies down, what is left are some charred walkers. Some of them still flinching. Andrea has reached the outskirts of the prison. A smile comes over her face, when she realizes she has made it. She's about to signal to Rick in the tower, when the Governor pops up behind her and takes her down. Up in the tower, Rick thinks he hears something. He raises his gun and scans the horizon, but sees nothing. He assumes he is hallucinating again, and doesn’t think much about what he heard. When the Governor returns to Woodbury, he tells Martinez that Andrea got away.
The Governor is informed about the charred walkers in the pit. He is told that Tyreese wants to know why the pit existed in the first place. The Governor is also informed that Tyreese doesn't like the idea that those walkers may have been used to attack people. The Governor initially feels Tyreese had a hand in the whole thing but, after considering it, he concludes that it’s not in Tyreese’s nature to do such a thing. The Governor sees Milton out on the street, and Milton asks him if Andrea is dead.
The Governor says that he sincerely hopes that she isn’t. Milton brings up the subject of the zombie pit, and says it’s a real shame that someone did something of the sort. He says that he hopes the culprit is found. The Governor angrily stares at him and mutters that he already has. A bloodied Andrea is bound, gagged and squirming in the torture chair, in the Governor’s workshop. The episode ends at this point.