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The residents of Woodbury are all outside on a nice, sunny day. They all seem to be celebrating in block-party type fashion. Michonne still seems skeptical of the whole situation in the seemingly perfect town. In his apartment, the Governor is brushing the hair of a little girl, assumed to be his daughter that he had mentioned before to Andrea. As he is brushing some hair back, a chunk of the girl's head goes with the brush. The girl, the Governor's daughter Penny, is one of the undead and tries to attack her father. The Governor seems to have done this before and puts Penny back into the straight jacket he had her in and tries to calm her down after putting a bag over her head. Michonne is standing outside the Governor's apartment, looking up at him as he stands with his daughter.
At the prison, Rick is just picking himself up off the ground, still in a silent shock. Daryl mentions that he's going to go on a run to the nearest town to get supplies for the new born baby. Hershel points out that the baby won't make it without formula, so Daryl gets his things ready quick to head out. Maggie volunteers to go with Daryl, leaving Glenn behind this time as they were only taking Daryl's motorcycle. As the group is finalizing the plan to get supplies, Rick gets up and grabs the nearby axe. He storms into the prison without saying a word to anyone. The four walkers (in a span of ten seconds) inside never stood a chance.
Back in Woodbury, the Governor talks to his townspeople. He toasts to their survival and what they've all built for themselves. While the Governor is pre-occupied, Michonne sneaks into his apartment. First thing's first, she grabs her sword out of the Governor's wall unit. She finds a journal on a table, complete with some notes and a list of names written inside. The last name on the list is "Penny," so it's assumed that this is a list of people that have either died or been reanimated as walkers. Not before long, Michonne hears someone coming down the hall. The Governor, Milton and Merle enter the apartment. Milton wants to postpone the night's festivities in favor of his experiments, but that idea is shot down. Michonne sneaks out the back window as the men leave the room.
After leaving the Governor's apartment, Michonne stumbles upon what seems like the industrial district of Woodbury. There are a bunch of old warehouses and a lot of "Danger" signs all around. Michonne hears a familiar sound and turns to see about five or six walkers locked up in one of the warehouses. She breaks the lock on the gate and lets the walkers out. Michonne is 100 percent in her element as she slices and dices all of the walkers up in a matter of seconds. She finally seems happy, but is then discovered by someone who was on their way to feed the walkers.
The Governor has a sit down with Michonne and gives her a speech about not being able to pull the same stunts she's used to outside the walls of Woodbury. The Governor, with Michonne's sword in hand, gets up and moves behind Michonne. She had to have been thinking he was going to kill her, only because Michonne immediately got up and flipped the situation. She grabbed her sword and holds it up to the Governor's throat. Michonne backs out of the room and heads back to Andrea.
After Andrea had a talk with the Governor, she goes back to her room to speak with Michonne, who is packing all of her stuff as Andrea arrives. Andrea explains that she wants to give Woodbury a real shot, but Michonne keeps coming back by saying her gut is telling her that the place isn't right for them. Michonne insists that the Governor is keeping secrets, but Andrea again says she wants to stay.
Glenn heads into the prison to try and find Rick. He follows the bloody trail of mutilated zombie corpses through the hallways. As he turns a corner, he sees Rick pulling the axe out of a walker's head, but Rick is unresponsive. Glenn tries to talk with Rick, but without saying a word, Rick shoves Glenn against the wall, then throws him aside and then continues into the depths of both the prison and his madness.
Maggie and Daryl arrive at a day care center and start loading up on baby supplies. In the first room they enter, there are a bunch of paper cut outs of hands on the wall. Daryl sees one with the name "Sophie" written on it, and you can tell he is still reeling from the loss of Sophia those eight months ago. There's a rattling behind a closet door, but it turns out to just be a possum. After Daryl shoots it with his crossbow, it also turns out to be dinner.
Back in Woodbury, Andrea and Michonne are walking toward the exit. Merle opens the gate for the two of them. Andrea tries to tell Michonne that they really aren't prisoners and that she wants to stay. Michonne asks if Andrea is coming with her, and when Andrea hesitates, Michonne walks out the gates. Merle has the gates shut and Andrea watches Michonne walk back out into the wild.
Daryl and Maggie return to the prison without a hitch. After filling up a bottle with formula, Daryl feeds the baby, then asks Carl if she has a name yet. Carl says he hasn't decided yet, but has a bunch of names to choose from. He starts rattling off the names of all the women they've lost so far: Carol, Sophia, Patricia, Andrea, Amy, Jaqui, and then he finishes with Lori. Meanwhile, Rick makes his way into the boiler room, the site of his baby's birth and wife's death. Lori's body isn't there, but Rick does find the bullet casing in the pool of blood. Around the corner, Rick sees a trail of blood leading to a bloated walker that is perched up against the wall. Rick puts his gun in the walker's mouth and pulls the trigger. He looks at the walker's bloated belly, and the proximity to where Lori's body should have been. Rick pulls out his knife and stabs the belly of the walker like there's no tomorrow.
That night in Woodbury, the festivities that Milton and the Governor were speaking of are about to get underway. The Governor leads Andrea to center row seats on bleachers set up behind the warehouses Michonne had been at earlier. Merle and Martinez get ready for what seems like a mix of Fight Club and Gladiator as they start duking it out while chained-up walkers circle the arena. Andrea is horrified with what she's seeing. She thinks this is making it seem like the walkers aren't safe. The Governor tells her that everything is fixed, that the walker's teeth have all been pulled out, and that everyone just needs to blow off some steam every now and then.
In the boiler room, Rick sits staring at the bloated walker he just killed, then had stabbed enough to kill a couple more times. He hears the baby crying, but that seems to just be in his head, because the sound of crying goes away when he hears something else. Rick hears something that would cause any man facing the zombie apocalypse to snap out of whatever funk they were in. The phone in the boiler room is ringing.