Glenn takes charge of the group while Rick is going through a mental breakdown. Anticipating a retaliatory attack by the Governor, the group prepares the prison for a final stand. Meanwhile, Daryl questions whether leaving the group was a good idea. After saving another group from a walker attack, Merle attempts to steal their supplies as compensation when is stopped Daryl threatens him with his crossbow. When they head back to the forest, Merle and his brother have a fight. Merle tears off Daryl's shirt accidentally and finds that Daryl has scars given by his father who beat him. Daryl walks away and decides to rejoin Rick's group in the prison. At the prison, Glenn, heads off in the van after a fight with Maggie over whether she was raped by the Governor or not. Seeing that Glenn is unable to fill Rick's shoes, Hershel finds Rick and asks him to to return to the group.
As Carol and Axel talk in the courtyard, Axel is killed with by a bullet. The group is taken by surprised when they see the Governor and his men standing where the bullet was shot from. They then take cover as additional gunfire is sent flying from all sides. Soon, things take a turn for the worse, when one of the Governor's fighters crashes into the prison with a truck and releases a group of walkers. The governor and his fighters then make their way back to Woodbury after releasing the walkers. The walkers force Rick and his group into a precarious situation. Then Daryl and Merle arrive back in time to save Rick and the group. Glenn also returns and is able to save Hershel from a group of walkers. After everyone has gotten to safety, Rick stares at the prison as it fills with walkers.