After leaving Carol behind, Rick drives back to the prison. On the seat next to him is the watch that Carol gave him as a kind of parting gift. Inside the prison, Hershel is trying to administer medicine to the very sick survivors. Hershel and Glenn discover that Mr. Jacobson is dead. Rather than stabbing the dead man in the head right there -- in front of the other sick people, including Lizzie -- Hershel insists that they take the body into a nearby, private room to do they deed. And they do.
Outside, where Maggie is stabbing walkers in the brain through the chain-link fence, a car pulls up to the gates. It's Rick. "Where's Carol?" Maggie asks. Rick explains that Carol killed Karen and David. "I couldn't have her here," Rick explains. Maggie agrees it was the right call, but doesn't know if she could have. Rick tells her not to doubt herself -- nobody can afford to do that anymore. Hershel visits Dr. S, who is in bad shape. He warns Hershel that he has to be prepared to lose one patient or he'll lose them all. Dr. S refuses treatment because he believes he is too far gone, and shows the old man a shotgun that he brought into quarantine in case all goes to hell. Hershel takes a closer look at the doctor, whose eyes have begun to bleed.
They are all running out of time.
Rick then visits Hershel through the window. "When we get past this thing, it's not going to be like it was before, is it?" Rick asks. No. It won't be the same. The group got a "break" during the past few relatively bucolic months. "I have to talk to you about Carol," says a pained Rick. The news hits Hershel hard. He goes back into the quarantined cell to find Sascha lying on the floor. Is she dead? No, but the woman in the cell next door is ... and her dead, bleeding eyes suddenly open.
Glenn, meanwhile, is caring for a sick man who suddenly dies. Glenn tries to call for Hershel, but he is soon uncontrollably coughing blood. Lizzie discovers Glenn and yells for help. Then all hell breaks loose. The walker woman comes shambling at Hershel. Another walker man appears -- and bites a survivor, who manages to get off a single gunshot. Outside, Rick and Maggie hear the shot. Maggie runs inside while Rick goes looking for Carl to help him finish securing the perimeter fence, which is about to collapse due to a crush of walkers. Finally, Carl gets to help dad.
Back in the quarantined cell, a walker is about to start eating Lizzie for dinner when Hershel appears and flips the walker over the second floor cellblock railing. Hershel finds Glenn breathing, but barely. Hershel goes to Dr. S's cell to get the shotgun and finds that the medical professional has turned into a rasping member of the undead. Hershel stabs the ex-Dr. S in the brain. Outside, the barricade that Rick and Carl furiously works on gives way. Dozens and dozens of walkers get through. Rick and Carl barricade themselves inside the secondary fence as walkers flood the yard.
Rick the makes a decision. He takes Carl to the weapons stash and they both load up with assault rifles and ammo. The walkers break through the second fence and father and son open fire. Dozens of walkers go down as the duo reloads. Inside, Hershel is firing away with the shotgun, trying to protect the still living. Maggie uses a gun to blast her way into the quarantined cellblock. She kills off a walker trying to eat Hershel and they both rush to help Glenn, who is wide-eyed and choking. Hershel quickly inserts a plastic tube into the young man's mouth and squeezes the attached plastic ball to help Glenn breath. He stabilizes ... for now.
Outside, Rick and Carl walk amid the dozens of dead (again) walkers. Rick doesn't like seeing his son shoot and stab walkers, but it is what it is. Just then, at worst moment, Daryl appears at the front gate with the medicine. The sick people get injections. Finally, his job done for now, Hershel limps to Dr. S's cell. He closes the dead man's eyes and begins to weep.
Outside the prison, the camera pans away as we see the outlines of Rick and Carl walking back up to the prison. As the camera pans out, we see a figure watching them from the distance. As the figure turns slightly and the episode comes to a close, we see the tell-tale eypatch. The Governor has returned.