The episode begins in Woodbury where the Governor is beating up Milton for setting the zombies on fire a few weeks ago. Milton tries to appeal to the Governor, asking what Penny would think about his behavior. The Governor admits that his zombie daughter would be scared, but insists that if he'd always been a shrewd, merciless torturer, then she'd be alive today. The Governor shoves Milton into the torture chamber and orders him to pick up his tray of tools. Milton fumbles and manages to leave a pair of pliers on the floor right behind Andrea's feet. The Governor hands Milton a knife and tells him to kill Andrea. Instead, Milton turns around and tries to attack the Governor, but he ends up getting stabbed in the stomach by the Governor. The Governor's plan is to leave Milton to die, so he turns into a zombie and devours Andrea.
Back at the prison, Carl packs up his possessions, pausing to stare at the family portrait he rescued from the zombie bar. The gang prepares to move out. Rick apologizes to Michonne for almost turning her over to the Governor and Michonne thanks Rick for his hospitality. The Governor riles up the Woodburians, but Tyreese and his sister aren’t joining the cause. They'll fight walkers, but they won't fight people. The Governor gruffly thanks Tyreese for swearing to defend Woodbury, while they are away battling the Prison Gang. The Governor's army is lead by Martinez as they head in the prison.
The Governor strides in after them and surveys the cells, which are all empty. The Governor peers into a cell and there's a Bible open to a highlighted verse: John 5:29. The Governor isn’t interested, so he tosses away the Bible and leads his army deeper into the prison. In Woodbury, Milton gasps for life and tells Andrea that he left some pliers on the floor behind her, when he dropped the tools. Andrea tells him they're going to get out of this, but Milton instructs her to find something sharp and stab him in the head before it’s too late. Outside, Tyrese and Sasha are hanging out with the weak and the children of Woodbury.
Andrea says that she had a chance to kill the Governor but didn't take it because she didn't want anyone to die. Andrea kicks off her boots and stretches her foot backwards to try again for the pliers. She uses her toes to fumble for the pliers, while any second now Milton is going to turn into a zombie. Milton's fingers begin to wiggle. The Woodburian army stumbles into a series of tear gas booby traps and turn tail to flee the prison, which directly brings them in the firing line of the Prison Gang. The Gang is armed to the teeth and dressed in armor. The Governor and his people manage to escape, but a young Woodbury boy, who has been left behind, runs through the woods.
Hershel and Carl catch up with him and Hershel orders him to drop his weapon. Before the boy can hand over his weapon, Carl shoots him. The Prison Gang rejoices that they managed to drive away the Woodburians and Carl brags that he took out one of the Governor's soldiers. Hershel informs Rick that Carl just gunned a kid down, but Carl insists the kid drew first.
The Governor's caravan stops a few miles down the road. The Governor demands they go back to the prison and resume fighting, but the Woodburians are angry and scared and tell the Governor that they never wanted to be in an army to kill other people. They are distraught after the prison ambush and tell the Governor that they don’t want to do his dirty work anymore. The Governor is pissed that his army has rebelled. He snaps as a result and mows down an awful lot of his own people. Allen takes aim to shoot the Governor down, but before he can fire, the Governor puts a bullet in his head and continues mowing down the Woodburian army. He shoots three of his own people in the head, but he runs out of ammo as he reaches a female survivor. In the end, there are three Woodburians left: Martinez, Shupert, the guy who found the smoldering bodies of the zombies after Milton set them all on fire, and Karen, the female survivor, who along with the others refused to go back to the prison.
At the prison, Rick confronts Carl about the kid he shot and Carl claims that he couldn't take the chance that the kid was going to hand over the gun, so he killed him. Carl insists that he did what he had to do and seems to not show any regret. He points out that Rick failed to protect Lori and didn't kill the Governor when he had the chance, leading to more deaths, so he has no right to question him. Rick is taken aback, but he can hardly argue. Maggie and Glenn announce that they're going to stay behind to defend the prison, so Daryl, Michonne and Rick head off to go and kill the Governor. They arrive at the Governor's roadblock, where the undead Woodburians are eating the remains of their neighbors. The Prison Gang rescues Karen, who was left behind by the Governor there.
In the Governor’s Chamber of Horrors, Andrea hurries to free herself as Milton starts to make moaning noises. She gets one handcuff off as Milton lunges towards her, snarling and hissing. The Prison Gang approaches the Woodbury walls. Tyreese and Sasha open fire, but they stop when Karen announces that the Governor killed everyone and the Prison Gang saved her. Tyreese opens the doors and lets Rick and company in. Rick says that Andrea never showed up at the prison, so she may still be in Woodbury.
He suspects that Andrea might be in some serious trouble, so they head to the room where Glenn and Maggie were kept prisoner and find Andrea on the floor. She is alive, but badly bitten. She asks if the rest of Rick's group is alive and is happy to hear that they are. Rick tries to assure her that she will be fine, but Andrea knows she's isn’t going to survive much longer and she murmurs that she didn't want anyone to die. She wants to kill herself while she still has the ability to do so. They are reluctant they give her a gun, but they know there is no hope left.
The men leave Michonne with Andrea and wait outside until they hear the gunshot. At the break of dawn, Rick and company return to the prison with all the remaining citizens of Woodbury consisting of women, children, and older men. Rick looks up to where he last saw Lori, but his dead wife appears to be gone for good. The episode ends at this point.