The episode opens with an unseen figure--it's safe to assume the same unseen figure who watched Carol dissecting the walker last week--carrying a deer carcass and a canister of what looked like fuel through a clearing near the prison. Throwing rocks at a handful of walkers to attract their attention, the stranger leaves half of the deer carcass on the ground, and then hangs the other half inside a building on the prison grounds, escaping from the other side of it with the canister and an axe.
Rick, Daryl and T-Dog are on traffic detail with Carol, moving around cars and making plans to remove and burn the bodies of walkers. They soon realize (as seen in this clip) that Glenn and Maggie are up in the guard tower together. The group's amusement is short-lived, though, as it's not long before Axel and Oscar arrive.
Axel is asking Rick to reconsider their agreement to remain as separate camps, saying that it's difficult for he and Oscar to live in the cell block with all of their friends' corpses in it. They can't dispose of them properly because there's a fence down on the far side of the prison, and Oscar tells them that every time they try to remove a body, it attracts walkers and they have to run back inside. Axel begs Rick to allow them to join his group of survivors, but Rick rejects their plea, which Oscar says was predictable.
Oscar delivers an impassioned speech, telling the survivors that he and Axel would rather try their luck on the road than return to the horror show of their cell block.
The group move away from the prisoners to discuss their options, and everyone but T-Dog comes down on the side of letting them take their chances on the road rather than the group taking its chances inviting in unknown and possibly dangerous elements. T-Dog doesn't seem particularly pleased with the decision, but remains fairly quiet about it.
In Woodbury, Michonne stops to inspect the military vehicles recovered by the Governor last week; they've got bullet holes, which she inspects, and then heads toward the gun mounted on one of the vehicles to see if it could have done the damage, and finds wet blood on it. Before she can do much to process the information, she's joined by the Governor. He tries to recruit her to stay, revealing that the women are planning on leaving today. They have a brief conversation where Michonne tries to extract information from the Governor without accusing him of anything. The Governor does his best to maintain a cheery exterior while keeping up his lies.
Heading back toward their home base, Rick says that they'll give the prisoners a week's worth of supplies to take with them on the road. T-Dog seems to be playing the role of Dale--he's Rick's conscience, a reflection of the Rick of old, trying to say that choosing who should live and who should die is not a choice they should be making--that they should be trying to save anyone they can.
Inside the prison, Carl, Lori and the other women have found a set of crutches for Hershel, and are walking with him, helping him get acclimated to his new lot in life. Hershel is determined not to rest.
In Woodbury, Michonne suggests that she and Andrea should try to find an island, or at least a coastal residence where they can live with their backs to the water. Andrea expresses skepticism, and implies that she trusts the Governor.
Outside of the prison, Glenn is locking the prisoners up inside of a small exit area in the fences; he gives them a box of supplies and tells them that he'll be back soon to cut them loose. While Glenn and Rick discuss the specifics of their plan to dispose of the bodies and Carol and Daryl move cars into their "emergency exit" positions on the edge of the fence line, Hershel and the rest of the survivors join them in the courtyard.
When the others see Hershel moving around, they're impressed and excited. Glenn cheers his would-be father-in-law on, drawing a shush from Daryl, who indicates walkers on the other side of the hole they've made in the fence to bring in firewood.
Everyone is focused on Hershel--but again their celebration is cut short by unwelcome visitors--this time, a group of walkers.
Carl sees them coming, and he and Lori provide cover for Hershel to get to a set of stairs so he can escape into the prison, but there are more of them than the pair have bullets, and the rest of the survivors are cut off from their group by a pair of fences. Maggie and T-Dog make their way there first, while Rick, Daryl and Glenn are trapped on the other side of a gate. They help corral the injured Hershel, the pregnant Lori and Carl into the relative safety of the building, with Carol providing cover fire.
Inside the prison, though, there seem to be walkers everywhere they turn. Maggie winds her way through the prison with Carl and Lori while outside, Carol and T-Dog are squaring off with the walkers and the other survivors continue to fumble with a ring of prison keys.
Just as they get the gate open, and are joined by Axel and Oscar, T-Dog is set upon by a lone walker while securing a fence against a small herd on the other side. He's bitten on the shoulder, destroys his attacker, but is then out of bullets and flees.
Back in Woodbury, Merle and Andrea have a surprisingly human, tender moment when she provides him with a map of the area they were camped in, and where they were looking for Sophia. She seems a bit standoffish when the survivors are mentioned, apparently not happy with having been abandoned, and Merle seizes on this as a commonality that can allow the two to relate. He tells her that he has no desire to leave Woodbury (except to look for Daryl) because he believes the Governor is a good man.
Finally entering the area where the rest of the survivors were, Daryl, Rick and Glenn are updated by Hershel (still stuck on a stairwell, using a crutch as a bar to keep potential walkers from the door) and Beth as to what's gone on while they were trying to join the group. Glenn informs them that the open gate had clearly been sabotaged. Rick looks accusingly at Axel and Oscar, and then the alarm system activates and a siren starts to wail. The sound begins to attract walkers from the surrounding area, and while they start to shoot out the speakers nearby, it's not enough. Oscar tells them that there's a room where the alarms, gates and other things can be activated via a backup generator powered by diesel. Rick grabs the prisoners and brings them with him to turn it off.
As T-Dog and Carol are making their way through the prison, she promises him that she'll make sure he doesn't turn. He wants to guide her back to the cell block before she does, though, saying that it's God's plan for him to do that before he dies.
Elsewhere inside the prison, as the alarms start to echo through the halls, Lori stops short and says she thinks the baby is coming. Before anyone can really react, they're being pursued by walkers. Carl scouts ahead and find them a boiler room that seems safe to hide out. Once inside, Lori tries to keep her noise to a minimum in spite of labor pains so as not to draw the walkers to the door.
While The Governor is teeing up golf balls and hitting walkers in the head, he's approached by Merle. After a bit of small talk, Merle reveals that Andrea gave him a map to Daryl, and that he wants to go look for his brother. The Governor says no, saying that he needs Merle to keep the community running soundly. He says that if Merle gets more concrete information, he'll join Merle himself for the search.
Inside the prison, Rick, the prisoners, Daryl and Glenn are conducting their dual searches for Lori, Carl and Maggie and for the electrical room to turn off the generator. Rick becomes increasingly agitated realizing that someone is playing games with the survivors' safety.
In their hideaway, Lori and Maggie realize that they'll have to deliver the baby where they are, since there's no way to get back to the cell block. Maggie asks Carl if he's prepared to help deliver the baby, and Lori begins trying to push--but starts bleeding onto Maggie's hands.
Nearly to the cell block and safety, T-Dog and Carol are attacked by a small group of walkers. T-Dog throws himself at the group and is torn apart in order to save Carol.
In the Governor's home in Woodbury, he's talking to Andrea about their plans for departure. He gives her some hard liquor and pumps her for information about Daryl. He seems to suggest to Andrea that he's amenable to Merle going to look for Daryl. They talk about their lost families, and the Governor reveals that he lost his wife to a car accident before the apocalypse happened, and that "it's just my daughter and me."
The two connect a bit, he reveals that his name is Philip, and they almost seem to have a "moment" before he sees her out.
Rick, Oscar and Daryl, pursued by a pack of walkers, make their way into the generator room, where they're attacked by Andrew while trying to figure out how to turn off the power. He lunges at Rick with the axe, knocks Rick's gun away, and after a brief scuffle, Oscar ends up holding the gun on the men. After Andrew tells him to kill Rick so that they can retake their prison, Oscar shoots Andrew in the head and calmly hands the gun back to Rick. Rick turns, switches off the power, and the alarms stop.
In the other room, Lori tells Maggie that she needs to deliver by C section, or the baby will die. Maggie says she can't--that Lori will die--but Lori is insistent. Carl has a knife, she says, and the baby has to survive.
In their room, Andrea tells Michonne that she wants more time in Woodbury, that they can always leave later. Michonne angrily storms out.
At the prison, Lori is trying to talk Maggie through what she has to do to deliver the baby. She tells Carl how much she loves him, how much faith she has in him, and to take care of Rick and the baby. She says that she loves him and that he has to always do what's right, and not let the corrupted world get to him.
As she says that it's easy to do the wrong thing in this world, and not to let the world screw you, it almost seems that she's lamenting her choices. Had she not cheated on Rick, perhaps she wouldn't be pregnant. Perhaps she wouldn't be making the decision to die here and now.
In addition, she tells Maggie that when Lori dies, Maggie has to be the one to destroy her brain to prevent her from turning. "It can't be Rick," she says.
In a flurry of blood and screams, Maggie delivers the baby, and tells Carl that they have to go. Carl says that they can't just leave Lori behind--that she'll turn. Before Maggie can arm herself, though, Carl tells her no, that Lori is his mother, and gets his gun out. Maggie turns to leave, and Carl flashes back to the moment in the barn, from last year, where Rick told him "no more kid stuff," and that he has to be prepared for the horrors of this world. It's a kind of odd echo of the past, since Rick told him that after he was indirectly responsible for Dale's death. Now, he's going to be putting Lori down--in whose death Rick is indirectly complicit.
Carl lays down next to his mother, and the camera moves away to Maggie, who is carrying the baby. She looks out the door at the last, straggling walkers moving past their room, and when she closes the door to avoid them seeing her, she hears the gunshot. Carl stalks past her, looking shellshocked.
Rick, Daryl, Glenn and Oscar meet up in the hallway, and then find themselves facing a few walkers still eating T-Dog's remains. They dispatch the walkers, look down at T-Dog, and then find Carol's scarf, and seem to assume the worst for her as well. Finally, they and Axel make their way out to Hershel and Beth, waiting where they've been the whole time in relative safety. As they're all standing around debating where Lori and Carl might have got to and how to best search for them, they hear the baby cry and turn to see Maggie and Carl bringing it out.
Rick immediately spirals into grief and denial when he sees no Lori, which are only worse once he seems to connect Carl, looking shell-shocked and holding the gun. He collapses on his back.