The Governor ambushes Michonne and Hershel near the prison.
Back at camp, he announces that the people who destroyed Woodbury are living nearby. The Governor proposes a plan to take the prison for themselves without firing a shot. "But we need to be prepared to," he warns. The camp rallies behind him.
Afterwards, Lilly confronts the Governor about his plan. "Killing people?" she asks. "Killing killers," he replies. He tells her he loves her, but she demurs, claiming she doesn't even know who he is.
In his trailer, the Governor tries to assure a bound Michonne and Hershel that no one will get hurt as long as he gets the prison. "I'm going to kill you," Michonne replies.
Hershel interjects, insisting they can all live at the prison together. The Governor says he will never be able to live peacefully with Rick.
The Governor moves his camp to a nearby river and reassures Lilly they'll be safe there for the time being. He hugs Meghan good-bye.
At the prison, Maggie and Glenn joke about taking a vacation while he recovers in his cell.
Meanwhile, Rick tells Daryl about Carol's banishment. Upset, Daryl insists they inform Tyreese to gauge his reaction.
Sasha finds Bob sitting alone. She thanks him for saving her life. "Hershel, not me," he says, but Sasha insists she wouldn't be alive were it not for Bob. "You're gonna let me thank you," she says.
Rick and Daryl find Tyreese, who leads them to a vivissected rabbit nailed to a board in the prison tombs. He deduces that the person responsible is the same one who killed Karen. Before Rick can tell Tyreese the truth, a blast violently shakes the prison.
Outside, the survivors find the Governor and his crew lined up at the prison fence. The Governor stands atop a tank and brings out Hershel and Michonne as hostages.
Rick approaches the fence while Daryl quietly confers with Tyreese and Sasha. "If things go south, everyone heads for the bus," Daryl says. "Let everyone know."
The Governor tells Rick they have until sundown to peacefully evacuate the prison. Rick says they have sick children, but the Governor is unmoved.
Daryl furtively begins distributing guns to the survivors.
At the Governor's camp, Lilly watches a walker on the opposite riverbank. The current sweeps the walker away before it can cross.
Nearby, Meghan digs in the mud. A walker arises from the dirt and grabs her arm. Lilly runs over as Meghan screams, but she's too late: The walker has ripped into Meghan's shoulder.
Meanwhile, the Governor shoots several walkers as they approach the prison. He warns that the noise will only attract more walkers. "The longer you wait, the harder it'll be for you to get out of here," he tells Rick.
Carl insists he can shoot the Governor on the spot. Daryl urges him to let Rick talk it out.
Mika and Luke carry Judith to the bus. Lizzie stops them and exhorts them to join the fight.
Rick tells the Governor they could all live together, but the Governor refuses. "Is this what any of you want?" Rick asks the Governor's crew, promising they could all co-habitate in peace.
The Governor grabs a sword and swings at Hershel's neck. Rick screams and shoots at the Governor. Gunfire erupts on both sides.
The Governor hacks at Hershel's neck until he's decapitated. As he stands over Hershel's body, Lilly walks up carrying Meghan: She's dead. The Governor takes Meghan in his arms and shoots her in the head. Lilly sobs.
"This isn't right," Tara tells Alisha amid the firefight. "He chopped a guy's head off with a sword!" Alisha instructs Tara to go somewhere safe if they get separated.
The Governor returns to the fight and orders his army to drive through the fence. "Kill them all!" the Governor shouts.
In the courtyard, Maggie orders Beth to board everyone on the bus while she gets Glenn.
Elsewhere, Rick tackles the Governor and the two begin brawling.
Maggie finds Glenn as the tank knocks out a chunk of wall in the cell block. She drops Glenn off at the bus then runs to find Beth, who has gone to look for Judith.
Walkers stream out of the forest and descend upon the prison.
Maggie asks Bob and Sasha if they've seen Beth. Bob gets shot in the shoulder. They take cover and see the bus depart without them.
Alisha and another of the Governor's soldiers close in on Tyreese. Lizzie, armed with a handgun, shoots them dead point-blank. Tyreese flees with Lizzie and Mika.
In the prison yard, the Governor has gained the upper-hand with Rick and is throttling him to death. Suddenly, a sword bursts through the Governor's chest: it's Michonne.
Michonne watches the Governor writhing on the ground, then walks away without killing him.
Meanwhile, Daryl throws a grenade down the tank's barrel and kills Mitch with his crossbow. He runs into Beth and insists they leave.
Bruised and badly beaten, Rick finds Carl and asks where Judith is. They break into sobs when they find her blood-soaked carrier lying on the ground.
In the prison yard, the Governor continues to bleed out. Lilly approaches him with a gun, aims at his head and fires.
Rick and Carl flee into the forest. "Don't look back," Rick tells Carl.
Behind them, walkers converge on the burning prison.