The episode starts out with The Governor motivating his people to take over a nearby camp (the prison) for themselves. In a brief flashback, The Governor knocks out Michonne from behind a tree and then holds Hershel at gunpoint, forcing the latter to drop his gun. The Governor explains that he captured two people from The Prison so that they can use them as leverage, and possibly avoid killing anyone. Twisting the truth, he explains that the people from The Prison are the ones that mutilated his eye, burned down his former camp, and killed his daughter. His entire camp agrees to taking The Prison for their themselves, but Tara and Lilly are reluctant. Lilly walks out from behind a tree, having heard the whole thing, and she questions his motives. The Governor repeats that most of the people at The Prison are killers. She then asks him if she is with a killer, implying him. He tells her that his only concern is her and Meghan's safety, and he once again confesses his love to her. Regardless, Lilly's opinion of "Brian" seems to have changed.
The Governor then goes into an RV, where is holding Michonne and Hershel, and starts conversing with them. He explains to them that he is using them to take The Prison for himself so that his "family" can live there. Michonne declares that she will kill him, while Hershel tries to convince him that Rick's group and his group can live together. Philip, however, is obstinate in saying that that is preposterous. Philip also adds that he doesn't intend to harm anybody, and that their capture is just a means to force Rick's group out of The Prison. Hershel asks him how he can threaten someone else's daughters, if he once had one himself. "They're not mine," is his cold-hearted response.
At a camp set up by the river are Lilly and Meghan, along with several other children, and elderly people. She makes one last attempt to stop Philip from harming others at the prison, which proves futile. Philip converses with and hugs Meghan goodbye, before she runs off to play in the mud.
Back at The Prison, Glenn and the other ill are recuperating. Glenn and Maggie share a moment and Glenn teases her about their upcoming anniversary. Now, knowing what happened to Carol, Daryl is angry, and he tells Rick he could have waited until him and his group returned before a decision was made. Rick explains that she has a car and supplies, but Daryl is still upset, wondering what will happen to Lizzie and Mika. Rick adds that he couldn't bring Carol back to The Prison because of Tyreese (who would kill Carol given the opportunity). When Rick claims that he hasn't told Tyreese yet, Daryl wants to find out how he will react and the two leave to find him.
Elsewhere, Bob comtemplates a box on the floor, possibly containing liquor, but hides it when Sasha arrives, who thanks Bob for helping save her life. He defers that it was Hershel's work that saved her life. Tyreese calls Rick and Daryl into the Tombs, showing them a dissected rabbit's body, which reminds them of the rats that were found by the fences. Tyreese believes that the person who killed Karen and David is the same person that left the dissected rat there. Rick disagrees, but before Rick can tell him about Carol, The Prison is rocked by an explosion. Running outside, they find The Governor standing on the top of a tank, surrounded by his militia outside The Prison walls.
The Governor demands that Rick come down to talk with him. Rick tries to refuse, stating that there is a council that makes the decisions now, but The Governor then reveals that he has Michonne and Hershel held hostage, forcing Rick to come down and talk. The Prison group prepares for the possibility of fleeing, as they seemingly no longer have the numbers to hold the militia off. They plan that, if their defenses fail, they will all get on the nearby bus and escape. The Governor gives Rick an ultimatum: leave the prison by sundown or he will kill Michonne and Hershel. Rick counters that they have several ill people and children, but his pleas fall on deaf ears. Meanwhile, Daryl begins handing out weapons.
By the river, Meghan is still playing in the mud. Lilly sees a walker trying to cross the river, but it fails to and gets swept away by the current. Meghan digs out a flash-flood warning sign. However, she loosens the dirt enough so that a submerged walker is able to break through it and bite her on the shoulder. Lilly runs to Meghan's aid and shoots the walker.
The Governor shoots several walkers, telling Rick that the sound will draw more of them in and that they'll be forced to leave soon. Carl mentions to Daryl that he has a shot on The Governor, but Daryl tells him not to take it because it could start a war (which they are trying to avoid). Mika and Molly bring Judith out to put her on the bus, but Lizzie wants them to remember what Carol taught them. Lizzie thinks that they should help.
Rick tells The Governor that The Prison could be shared. "Not after Woodbury, not after Andrea," The Governor responds, filling Michonne with fury. Rick states that his group isn't leaving. And, just like The Governor said, the battle between them would attract more walkers, and when they come, they'll tear down the fences and no one will be able to live at The Prison. Infuriated, The Governor jumps down from the tank and holds Michonne's katana to Hershel's neck, muttering that he will "fix the damned fences." Rick asks Tara and the rest if a fight is what they want. "I've fought him before and after, we took in his old friends. They've become leaders in what we have here. Now, you put down your weapons, walk through those gates, and you're one of us. We let go of all of it, and nobody dies. Everyone is alive right now. Everyone has made it this far. We've all done the worst kinds of things just to stay alive, but we can still come back. We're not too far gone.", Rick says. Hershel smiles, knowing that Rick has found what he lost. "We can still come back. We all can change", Rick continues. However, The Governor mutters "liar", before partially decapitating Hershel. Enraged, Rick and the Prison inhabitants open fire, managing to hit The Governor in the arm. A bullet from the returning volley hits Rick in the thigh and he drags himself behind the overturned bus. Taking advantage of the situation, Michonne rolls away. She tackles one of the Governor's militia to the ground and strangles him with her boot before proceeding to attempt to untie herself.
A still-alive Hershel attempts to drag himself away, but The Governor takes the katana and utterly hacks Hershel's head off, to Beth and Maggie's horror. Tara is shocked by this brutal act as well. Just then, Lilly pulls up in a car with Meghan's corpse, witnessing The Governor's brutal act of murder. Phillip takes Meghan and shoots her in the head with no remorse to prevent her from reanimating, before giving another order to his militia: "Go through the fences , in your cars, get your guns we go in. Kill them all." The tank takes down the fences, destroying the crops in the process. The Governor and some of his militia use the tank for cover, while the rest attack The Prison in cars and pick-ups.
With the tank blasting holes in The Prison, the inhabitants begin evacuating. Maggie and Beth oversee the movement of the elderly to escape the bus, before Maggie runs back into the prison to grab Glenn. Rick jumps out from behind the overturned bus and attacks The Governor, before engaging in a precarious fistfight with him. Maggie and Glenn arrive at the bus, but Beth is missing, having left to find Judith. She leaves a protesting Glenn on the bus, telling him to leave if she isn't back in time. The tank breaks down the fence leading into the courtyard, pinning Daryl in a corner. Walkers have wandered in as well, and one of them attacks Daryl, who is focused on the militia. Rick and The Governor are still fighting. The noise from the battle is drawing in more walkers from outside the prison boundaries.
Daryl uses the walker that nearly bit him as a shield. After he throws out a grenade, Tara runs off from behind the tank. Maggie runs into Sasha and Bob, who are pinned down. Bob is shot through the arm, but since there is an exit wound, it can be treated. The bus leaves without them and the three of them leave. Tyreese is pinned down by Alisha and another soldier, but Lizzie and Mika arrive and shoot the both of them, Alisha taking a shot to the head. Tyreese tells the children they have to get out, as walkers begin to fill the courtyard. The children run in the direction of The Prison while Tyreese chases after them, yelling for them to go in the opposite direction.
Rick is overwhelmed by The Governor, who repeatedly punches Rick in the face and prepares to strangle him, but Michonne drives her katana through The Governor's chest and helps Rick up. He asks about Carl's whereabouts, but she doesn't know where he is. Rick goes off to find him. Michonne takes one last glance at the dying Philip, and decides to leave him to die in agony.
Daryl takes out a few walkers and manages to destroy the tank by throwing another grenade down the cannon barrel, forcing Mitch to bail out. Daryl sends an arrow through his chest. He runs into Beth, who was unable to find Judith. She wants to keep looking, but Daryl tells her that it's time to go. They then run away from the Prison.
Rick stumbles back into the courtyard, where a few walkers appear. They begin to walk towards him, but Carl shoots them in the head. They search for Judith, only to find her bloody baby carrier, which brought them to the conclusion that Judith was dead. Infuriated, Carl takes his gun and shoots a walker repeatedly, before tearfully breaking down. The pair then limp off, away from The Prison, which has been overrun by hordes of walkers, amongst them, a zombified Clara. Meanwhile a dying Philip is still lying on the grass, where Lilly approaches him and shoots him in the head.
Carl and Rick walk away from The Prison, with Rick proclaiming, "Don't look back, Carl. Just keep walking", as dozens of walkers stream in through the destroyed ruins.
[*MIDSEASON FINALE*]