From a distance Maggie shoots the walkers in the ring and the others begin to attack. Pandemonium breaks out and the residents start running. In the confusion the group slips away, as Philip walks through the dust almost without a care in the world. As they make their escape, Merle tries to lead the way pointing out that everyone is at the area. Rick tells Merle that he is not going anywhere with them, but Merle replies that they haven't got time for this. The group leaves through a partition without closing it, thus allowing a walker to enter Woodbury.
When they meet up with Michonne and Glenn, they are not impressed to see Merle. Michonne grabs her katana pointing out that Merle tried to kill her and Rick puts a gun to her. Merle tells Darryl that it looks like he is going native. Merle tells them that Andrea has been sleeping with Philip and that they found Michonne in the woods with her. Darryl tries to tell Merle to shut up and when he doesn't Rick knocks Merle unconscious.
Back at the prison, Hershel is taking care of Tyrese's group with medical attention. They are surprised to see a baby amongst them and at first assume that the child belongs to Beth. Sasha says that this is the first decent people that they have met. Tyrese admits that there used to be 25 of them until their camp was over run. Tyrese comments that he must be the first brother in history to break into prison and Axel says that this makes him the first White boy who didn't want to break out. Hershel warns Tyrese that they have a large close knit group and that they shouldn't get to comfortable there as he walks away, Tyrese says, "please you can see what type of people we are."
Darryl begs for them to take Merle back to the prison and argues that Merle is blood. Darryl points out that Merle knows how Philip thinks. They look over at Michonne and declare her too unpredictable. The others make it clear that Darryl belongs but not Merle and finally he says, "no Merle no me." When Glenn brings up Carol, Darryl says that she will understand. Darryl starts to walk away, and Rick stops and says, that there has to be another way, but Darryl's mind is made up. Rick tries again and reminds Darryl that they started something last night. Darryl walks away with Merle after telling Rick to take care of everyone. The rest start to get into the car and Rick tells Michonne that they will patch her up and then she has to go.
Back at the prison Tyrese's group prepares to bury their dead when Alan says that it's a golden opportunity for them to take over the prison because all they see is Carl, a woman, a girl and a one legged old man. Alan points out that the place is secure.Tyrese tells him to show some decency but Alan says that this survival of the fittest and that they shouldn't wait around to be thrown out on their asses. Axel and Beth brings out a shovel and offers to help and Tyrese quickly takes it stopping Alan from attacking.
The group is forced to stop to move a truck out of the way. When Glen opens the door, a zombie pops out and Glen promptly stomps it death. Glenn is upset that Rick didn't kill the governor and starts to scream about what the governor did to Maggie. Rick says that Darryl was the priority. Glenn is not happy that after all the effort and risks and screams, "do you know what he did to her?" Glenn is not pleased that after everything they've been through that Darryl left with Merle. Rick says that this is the hand that they have been dealt.
Back in Woodbury, Philip has apparently looked himself in his apartment. People have lined up at the gate trying to leave but Philip's men have the exit blockaded and say that no one leaves. Andrea tries to tell everyone to calm down and then tells Martinez that he is making things worse by threatening the citizens. When they hear screams, they take off running and discover walkers feeding on people in the town. Philip walks over and shoots the man in the head who the walker was feeding on.
Back at the prison, Carl complains about how quiet it is and Carol points out that it is easy to forget how loud the world used to be. She tells him that his mother was proud of him. Their conversation is interrupted by Rick and everyone returning home. Rick tell Carol that they run into Merle and that Darryl chose to leave with him. Carol is visibly shocked and hurt by this news.