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Rick is bringing barricades to the outdoor walkway in preparation for a Governor attack. He pulls out his binoculars and surveys the prison yard. He sees Michonne getting out of the overturned prison bus that she seems to have made her home. He pans across the yard to the trio of graves and sees Lori again. Rick runs down to where he thinks he sees his wife, but she disappears when he gets there. Lori reappears outside the fences and Rick starts running again, this time right past Michonne. Outside of the prison, Rick embraces the vision of his wife. Michonne looks over and sees Rick hugging air.
In Woodbury, the Governor drops by Andrea's place to thank her for rallying the citizens when he was a little off his rocker. He promises her that he won't be retaliating against the prison, but Andrea doesn't really buy it. He does tell Andrea that she should be leading the people of Woodbury, that he isn't fit to do so after how he reacted following the siege.
Daryl and Merle are in the woods trying to find their own way after they broke off from the group after being rescued from Woodbury. Merle tries to tell Daryl that going back to the prison shouldn't be an option, not because Merle isn't welcome there, but because the Governor is going to show up in an attempt to kill everyone.
Glenn, Carl, Hershel and the group, minus Rick, gather in their cell block to talk about what to do next. Michonne has the same thoughts as Merle, believing that the Governor is going to make an attempt on the prison. Glenn asks Michonne if she'll go with him back to Woodbury so they can sneak in to kill the Governor in his sleep. Hershel suggests that the group pack up and leave. Glenn shoots this down. He cites the baby as walker bait as well as Hershel being down a leg as reasons to stay and fortify the prison. Maggie walks away before Glenn is done arguing with her father, then when Glenn goes to check on her, things don't go too well. She tells him exactly what happened between her and the Governor, then she hisses at Glenn to leave her alone. Outside on the walkway, Carol and Axel bond over Axel's incarceration story, in which he was locked up for "armed" robbery after knocking off a liquor store with a squirt gun.
Out in the woods, Daryl hears a baby crying. He immediately beings running toward the noise. Daryl and Merle find their way to a creek, and up on the bridge going over the creek is a family trying to fight off walkers. Daryl runs to their aid while a reluctant Merle follows. The family being attacked would have easily been overrun had Daryl not shown up, and he shows up with a vengeance. Daryl easily dispatches numerous walkers, mixing in kills with his crossbow and his surroundings, including slamming a walker's head under the trunk of the family's car, leaving blood and guts everywhere. Daryl tells the family to get in their car and leave, but Merle is in the car looking for stuff to loot. Daryl aims his crossbow at his brother to get him out of the car so these people can leave. Once they're gone, Merle wonders if Daryl's time with Rick made him soft. The two get into a little argument, which then leads to Daryl making his way back to the prison to be with the people that actually care about him.
Back at the prison, Hershel warns Glenn that this rage he has inside is going to get him killed, and that Hershel genuinely cares about Glenn's wellbeing. Glenn says that the leadership roll falls to him with Daryl gone and Rick going insane. Outside the prison walls, Rick continues to wander around looking for Ghost Lori. Hershel hobbles down to the fence to talk to Rick. He warns Rick about what's got into Glenn, and that the group needs Rick now more than ever. Hershel tells Rick to take some time, but not too much. Rick then opens up to Hershel, and tells him that he knows it's not really Lori that he's seeing, but he needs to know why he's seeing her on such a regular basis. Rick goes back into the woods.
In the prison yard, Axel and Carol continue to chat. Axel is mid-sentence when…BAM! Axel goes down from a well placed bullet to his temple. Just outside the fences, the Governor lowers his rifle and his men start firing. Rick dives for cover, barely missing getting hit. Carol hides behind Axel's now lifeless body, using it as a shield to avoid getting hit. Carl, Michonne and Hershel all return fire from inside the fences, and Rick fires back from the outside. Maggie comes out of the prison with some extra guns and helps Carol get to relative safety. The Governor holds off firing for a second as a truck busts through the prison gates. The driver, wearing head to toe body armor, parks the truck in the middle of the yard. The back door of the truck is opened and out pours dozens of walkers.
The Governor gets back in his car and drives away. As he's leaving the prison, Glenn is returning from checking out the far side of the compound. As Glenn drives back in, Michonne drops her gun and pulls out her sword. She slices her way through countless walkers on her way to helping Hershel get into Glenn's truck. Outside the fence, Rick runs out of ammo and is beginning to get surrounded by walkers. He flips his gun around and uses the barrel as his new weapon, stabbing the walkers with it, effectively killing them. Rick gets overrun and pinned against the fence by a few walkers. It seems like the the end for out favorite crazy leader, but a familiar looking arrow takes out the walker that was about to bite Rick. Daryl and Merle come out of the woods and help Rick take care of the walkers in that area.
Rick, Daryl and Merle look into the prison from the outside. Maggie, Glenn, Hershel, Michonne, Carol, Carl and Beth stand in the yard looking out at the field. Between the two groups of people, plenty of walkers and a shared hatred of the Governor.