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.