Michonne is intent on leaving Woodbury convinced that there is something out of place there. Andrea isn't so sure she wants to leave and on a map shows Merle the location of the farm where she last saw his brother Daryl. Back at the prison, Herschel is hobbling around with the help of crutches. Suddenly, Rick and the others are having to deal with a major attack by walkers. Someone has set off the prison siren and the group is broken up into twos and threes. Lori goes into labor leaving it to Maggie and Carl to help her deliver the baby. T-Dog and Carol have to face an overwhelming number of walkers while Rick, Daryl and Glenn try to get control of the prison yard.
Someone is opening the prison gates and attracting walkers inside. Rick and his group prepare a crutch for Hershel while the two inmates try to negotiate with Rick, Daryl and T-Dog to join their group, but Rick does not accept the offer and they decide to leave the facilities. When Rick, Daryl, and Glenn are outside the prison to burn corpses and clean the place, the rest of the group is attacked by a crowd of walkers and Maggie, Carl and Lori split and head to the interior of the C-Block, while T-Dog is bitten by a walker. Meanwhile Michonne sees the holes of bullets in the National Guard vehicles and she decides to leave the place with Andrea. However, the blonde is reluctant to leave Woodbury, since she believes that the governor is a good man. Back to prison, Lori can not run anymore and Maggie and Carl locks with her in the boiler room. Now is time to the delivery and Lori needs a cesarean, but Maggie does not have skill or medical supplies. A decision has to be made: if Lori has the baby, she dies and will certainly turns into a walker, unless someone helps her.
Lori goes into labour when the prison comes under attack. Michonne tries to convince Andrea to leave Woodbury.
- Outside the prison, Rick barks orders to T-Dog and Daryl about clearing out walker carcasses. Glenn and Maggie are missing -- and are soon revealed to getting hot and heavy in the guard tower. It's a very brief moment of levity broken when Axel and Oscar appear, breaking their vow to stay isolated in the adjoining cell block. "We'll do whatever it takes to be part of your group!" says Axel, who explains that they can no longer live among the dead bodies and blood. The group considers taking them in, but Rick makes the final say: Axel and Oscar will be locked outside the main prison gate.
Michonne, meanwhile, examines the army truck brought back to camp by the Governor and Merle. "Lots of bullet holes," she observes. "Think biters figured out how to use weapons." The Governor explains that it is "ugly out there" and he doesn't know why the vehicle is shot up. Michonne clearly doesn't believe a word this Governor says. Later, Michonne plans to head for the coast, but Andrea resists. She clearly wants to believe the Governor. Michonne glares.
Back inside the prison, Hershel slowly stands and tests out his new crutches. Lori, Carl, and Beth help to guide him on a stroll around the prison grounds. Seeing the old man up and walking gives the group hope. Just then, walkers appear in the prison yard near Hershel's group. Carl opens fire. Hershel swings a crutch. Rick sprints for the yard, frantically unlocking a series of chained doors. T-Dog is bitten in the shoulder. Maggie, Lori, and Carl manage to race inside the prison in an attempt to escape the walkers. Disaster.
Andrea gives Merle directions to the farmhouse to find Daryl. "We have something in common, blondie," Merle says. "We got left behind by the same people ... and saved by another." Merle then sings the praises of the Governor. "He's a good man." Andrea looks nearly convinced. Back at the prison, Glenn discovers that someone took bolt cutters to the gates, allowing the walkers inside. Rick immediately blames Axel and Oscar, who loiter nearby.
Then, the prison's alarm begins to blare, bringing walkers from the surrounding woods. Oscar explains that he used to work in the prison's electrical compound and someone might have fired up the backup generators to trigger the alarm. Rick grabs the inmate and leads him inside along Daryl and Glenn. Carol and T-Dog, meanwhile, have been separated from everybody else and wander through the darkened prison corridors. T-Dog looks bad, but accepts what happens to him as "God's plan." Lori, Maggie, and Carl sprint down a long corridor when Lori announces, "I think the baby is coming."
The Governor hits golf balls off the top of a manmade wall when Merle approaches. He wants to go look for Daryl. "I can't risk it," the Governor says. "I need you here. This whole place would fall apart without you ... Tell you what: you get more concrete information, I'll go with you myself." Merle agrees. Back at the prison, Lori begins pushing with Maggie's help while Carl watches helplessly. But something is wrong. There is blood. Later, T-Dog charges a pair of walkers to save Carol. He is ripped to shreds in the process.
Andrea shares a drink with the Governor and reveals that she is leaving for the coast with Michonne. The Governor seems to takes the news well. Over a drink, Andrea shares that she lost her entire family. The Governor reveals that he lost his wife to a car accident 18 months before the outbreak, leaving him with their daughter. "I don't know what matters now," Andrea says. The Governor tells Andrea to call him Phillip -- and offers an open invite to return. Later, Andrea suggests to Michonne that they stick around for a few more days. Michonne is clearly angry.
Inside the prison, Rick, Daryl, and Oscar arrive in the generator room. -- and are attacked by Andrew. A furious fight ensues. It ends when Oscar shoots the inmate dead ... and offers the gun to Rick. Elsewhere, Lori then asks Maggie to "cut me open." She needs a C-section. "My baby must survive ... please ... for all of us," Lori pleads. She shares a quiet moment with Carl. "My sweet boy! Best thing I ever did. I love you!" Mother and son embrace ... and then Maggie takes Carl's knife to begin the surgery. Lori screams in pain and then goes quiet. Maggie pulls out a baby, who, after a few tense moments, begins to cry. Carl then embraces his mother one last time before shooting her offscreen. He won't let her become a walker.
T-Dog is dead. Carol is missing. Maggie, Carl, and the whimpering infant then walk out into the prison yard to find a desperate Rick. He asks about Lori and begins to scream in grief when he learns that his wife is dead.