As The Governor prepares to attack the group holed up in the prison, Andrea sneaks out of Woodbury to try to broker a deal. But where do her allegiances lie?
At the prison the group discuss their options. Should they stay and defend themselves against a likely attack from the The Governor and his hordes or take flight? Merle, reunited with the group but held behind a locked door, advises running, saying that Woodbury's residents are too numerous and too well-armed to be resisted. Rick is struggling to come to terms with the issue at hand, his mind still clouded by visions of Lori. Carl, suggests that maybe it is time for Rick to step down as leader for a while.
At Woodbury, The Governor is training his people for battle – a war that Andrea thinks could be avoided through negotiation. After suggesting that she should make contact with the prison, The Governor tells her that if she goes there, she stays there. Andrea tells Milton that she intends to go to the prison despite The Governor's ultimatum. With Milton's help she makes her way out of Woodbury and uses a walker to help get her to the prison safely.
Back at Woodbury, Tyreese has led his gang of survivors into the hands of The Governor and promises to do anything in return for their keep. It seems that The Governor's army is growing...
Rick leads an expedition to get more weapons.