The episode opens with Rick running, while Bob (the officer who knocked out Sasha last episode) tries to get free of his cuffs. He's not successful before Rick gets to the police car; the man runs, and when he won't stop after several warnings, Rick runs him down.
Bob begs him for help back to the hospital, but Rick denies him. When Bob starts to tell him that they're all doomed, that they'll die trying to take the hospital, Rick shoots him in the head and tells him to shut up.
Cut to the school not far from the church, where walkers are amassing by the doors, watching Father Gabriel inespect the scene. He finds photos, a Bible with Mary's name in it and then, finally, the remnants of a human leg (Bob's?) on a barbecue pit. He angrily throws the pit over, crying. As he does so, the walkers free themselves and chase him. He heads into the woods, where he leans against a tree that's been marked with a cut. He continues on toward the church, arriving there and stopping briefly in front of the psot where his parishioners had tried to get in with walkers surrounding him. He calls for Carl and Michonne to let him in as the walkers build up against the barriers placed by the survivors. Carl and Michonne have to chop open bits of wood they'd nailed the door shut with but ultimately get him in just in time. A small horde of walkers make their way in and Carl and Michoone (mostly Michonne) start taking them out but the building is quickly overrun and the pair have to hide with Judith in Gabriel's office. Carl heads outside through the hole in Gabriel's floor, followed by Michonne and then Gabriel. Outside, they take out the walkers stuck to the spikes before boarding up the church with the zombies inside.
In the old building where the rest of the survivors are waiting for Rick, he returns and reports that he had to kill Bob. They go to talk to the remaining cops and both of them agree to help Rick get in with minimal violence, saying they'll lie to Dawn and tell her that Bob was taken by walkers.
Back at the hospital, Dawn is trying to reach her officers on the radio, worried about the gunfire. Beth asks her if something is wrong, and the two chat a bit while Beth cleans Dawn's office. In the office, she finds a photo of Dawn with Captain Hanson, the officer who used to be in charge. Dawn says he was her mentor and friend and that she misses him. Beth asks what happened and Dawn tells her that he lost sight of the risk/benefit analysis of the run and the officers below him stopped backing him up.
Back at the church, Carl and Michonne are sitting with Gabriel and Judith, waiting. Gabriel admits that he went to the school, that he had to be sure they were telling him the truth. The walkers start to get through the boarded up doors, but before they can, Abraham's group shows up in the fire truck and drive right into the doors. It's a happy reunion for a minute, until the group reveals why they're back. Michonne tells Maggie that Beth's alive and the others went to get her at Grady Memorial. The group collectively decides to go get her.
At the hospital, one of the police officers starts berating another aide for not properly stitching a hole in his sleeve. Beth looks on. The man starts trying to draft her into service, but Dawn calls her away.
Beth sits on the edge of the elevator shaft, looking down into it. Dawn comes and they start to talk about the situation; Beth tells her that the world isn't going to magically get better, and Dawn holds the fact that the others don't know she killed the rapist cop over her head. One of her officers walks in, catching them in the conversation. He says it's time to make a change, that either she can admit the situation to the rest of the officers or he will. She pulls a gun on him and the two argue. He comes after her, knocking her gun down the elevator shaft and the two fight. He starts to get the better of her and Beth steps in to help. When he's distracted by her, it gives Dawn the opportunity to regain the advantage and between the two of them, they throw him down the shaft.
Dawn comes into Carol's room, where Beth is propped up against the wall. Dawn tells her it's okay to cry, and Beth says she doesn't cry anymore. Dawn is drinking, and Beth tells her that she didn't cover for Beth to protect Beth; she did it to protect herself. Beth tells her that she's going to leave, just like Noah, but Dawn says that Noah will be back -- they always do -- and that she knows Beth knows Carol and that they should both stay. She tells Beth that the two dirty cops she had a hand in killing were bad people and the world didn't lose anything when they died.
On a roof near the hospital, Sasha has a sniper rifle. Tyreese doesn't want her beating herself up about Bob's betrayal and death. He tells Sasha the story of how he pretended to kill Martin, but that he couldn't and then the man turned up at the church (it ultimately was Sasha who killed him). He tells Sasha that maybe they haven't been changed by the world, which is good. She says that it's good Tyreese is, but she can't be anymore.
Later, Daryl has joined her on the roof. Rick is on the street below, and approaches a police car with his hands up. He introduces himself to the cops by name and says he's there to make a proposal. They tell him to lay down his weapon, and he does so (but the snipers have rifle scopes trained on the cops' heads).
The officers approach Rick and he proposes the even trade -- two people for two people. When the officers ask where Rick's people are, Sasha takes out a walker with her sniper rifle to show they're close. Rick says he'll wait while they radio in.
Back at the hospital, Beth is getting dressed in her regular clothes, hiding scissors in her wrist wrap. Carol is now awake and Beth wheels her out to a hallway flanked by all of Dawn's officers and followed by the doctor. Rick and his group are led into the hallway and everyone collectively holsters their weapons. The two cops lie about Lamson's death as promised; Dawn's voice wavers when she acknowledges the fact. They trade the male officer for Carol, and then the female for Beth.
As the group gets ready to leave, Dawn demands Noah stay as well. She says that one of her by mistake as a reaction, and officers died trying to save him. When Rick starts to object, Noah volunteers to stay. Beth goes to hug him good-bye and when Dawn tells him "I knew you'd be back," Beth stabs her to death. Dawn shoots her in the head Daryl shoots her in retaliation.
The cops start to move on Rick's group, but the female cop who had been with them stands down the troops.
The officers offer Rick and the group sanctuary in the hospital, and Rick refuses, offering instead to take anyone from the hospital who wants to leave.
Abraham's group arrives to late for Maggie and Glenn to see Beth one last time, making their way to the hospital doors and breaking down when they see Daryl carrying her body out.
After the credits, Morgan finds his way out of the woods, standing where Gabriel had stood earlier in front of the school. He stops over a walker that's disabled on the ground, putting it quietly out of its misery, and moves on to the church. There, he sets up the altar and sits down to pray, looking around him at the carnage and laughing before he finds Abraham's note for Rick.