We open with a shadowy figure who is inside the gate at the prison. The figure feeds live rats to the walkers surrounding the fence. This causes groups of walkers to build up on the fence.
Tyresse and Karen are cuddling and discussing old friends they have lost. They seem to be forming a relationship, however it is nothing too serious. Tyreese notices Karen’s bracelet before she leaves to her own cell. When Karen arrives at her cell, she is followed by a walker, the boy who died at the end of the last episode. He approaches her cell but is attracted to another man who is coughing. He enters his cell and quietly feasts on his throat. The next morning, he is a walker.
Rick and Carl see Michonne off as she is ready to scout on horseback. Carl asks his father for his gun back. Rick is hesitant but at that moment there is screaming and gunshots from inside the prison. Rick tells Carl to stay and runs in. Michonne heads back but is attacked by walkers. She falls off her horse and injures herself. Carl and Maggie save her and help her inside.
Chaos ensues inside. Rick, Daryl, and Glenn fight off the new walkers and eventually kill them all. Rick and Daryl then go around and grimly make sure they are all finished.
Carol helps a survivor who is bit on the arm. She attempts to amputate the arm but notices he has already been bit on the neck. He tells her to look after his daughter like they were her own. Carol brings the daughters in to see him one last time. The eldest daughter tries to finish him off, but can’t. Carol does the job for her.
Rick, Daryl, Hershel, Bob, and another survivor discuss what happened. One of the walkers shows no wounds and they conclude that it was a flu-like disease that killed him.
The council convenes and decides that they need to separate everyone in D-block so they don’t spread the disease. They are aptly placed in the death row block. Tyreese is told that Karen must be separated as well and he is upset.
Carol tells her new kin that she was asked to look after them and that they have to be even stronger now. The eldest daughter begins to sob when she notices a walker that she called “Nick” was dead.
Rick and Daryl are burying bodies when Maggies screams for their help at the gate. Walkers are piling up and are ready to bring the fence down. Rick, Daryl, Glenn, Maggie and Sascha begin killing them and Sascha notices the dead rats. She thinks someone has been putting them there. The walkers keep pushing and Rick tells Daryl to get the truck. He has a plan.
Daryl drives the truck outside with Rick riding on the trailer. Rick begins taking the pigs out of a crate and cutting them and throwing them to the walkers. By the time he has thrown the last one he is emotional and covers his face.
Meanwhile, Carol asks Carl if he told his dad about training the children. He says no, but says Carol should tell the children’s parents. She says she hasn’t, and asks Carl to stay quiet.
Michonne is being patched up by Beth. They talk about mothers losing their children and Michonne is perturbed. Judith begins crying and Beth holds her but is soon thrown up on. She hands Judith to Michonne who resist but eventually embraces Judith and sobs.
Rick is dousing the old pigpen with gasoline when Carl comes up to him and tells him that Carol is teaching the children to use weapons. Rick is glad Carl told him but says he won’t stop her. He gives Carl his old gun back, the one he dug up in the garden last episode. He then puts on his old holster and .44. Rick doesn’t like it, but knows he has to do it.
Tyreese is bringing flowers to Karen’s new cell. He finds a blood trail instead and follows it outside to see two charred bodies. One of them is wearing Karen’s distinct bracelet.