At the prison, Rick and others are gathering up the supplies they need. Rick says that Judy must be taken inside if any truck sounds are heard. Lori says that she'll take care of her. Billy asks why they're packing up the truck, and Rick notes that they have to be ready if they have to leave. Hershel says that Rick has lost the hope but they still have it. Rick wants to believe him. They had set up the cars as barriers, and Rick would like to get the prison buses. They have still a few of riot suits, too. Rick says they should get sleep before they get back, and he goes check on Carl. He wants to get rid of the crutches, but Alice warns him about the risk of infection. Rick says that he has enough slowing him down, meaning his missing hand.

Rick talks to Carl about escaping the prison if they have to leave. They pack up some peas in a backpack. Carl questions what if Rick doesn't catch up with them, but Rick promises that he will. Lastly, Rick gives Carl his gun back. Carl asks if is Rick scared, but Rick says that he's worried about the situation; not scared.

Alice is going to check on Axel's bandage, but catches Axel and Patricia having sex. Alice awkwardly says that she'll come back later. Meanwhile, Hershel and Billy are fitting the riot suits on themselves. Billy asks if Hershel prayed for them, and he says like he has never prayed before. Billy asks if the Lord is there for him, and Hershel says yes. Billy starts to cry, and says that he's scared, and Hershel says that he is too.

In the cafeteria, Axel apologizes to Alice. She asks why, and Axel explains that he and Patricia were just talking, and then it just happened. Axel says he didn't want to regret anything. Alice checks his bandage, and says that it's fine. Suddenly, Alice says that she thinks that she should have left with Dale. Axel responds that he wouldn't have left if he had the chance. He says that the prison is his home.

At Lori's and Rick's room, Rick is holding Judy, and tells her that he loves her. Suddenly, they hear a shot, and Billy yells that they see a truck. Rick, Hershel, Axel, Patricia, and Alice are going outside to see what is going to happen. Patricia notes that Tyreese and Michonne must be with them. She's right, and The Governor backs the truck towards them and jumps out. The Governor takes Tyreese out of a sheet. He orders them to open the gate or he'll kill Tyreese. Tyreese yells "Don't let him in!" The Governor hits him with Michonne's katana and tells him to shut up. Rick tells everyone that they won't let them in and that Tyreese and Michonne should never have left. The Governor realizes that they aren't going to let them in. He slashes Tyreese's neck several times with the katana, decapitating him.

The prison group is shocked, and The Governor tells them to think about Michonne. He kicks Tyreese's head off and leaves his body for the biters. They're about to leave, when Billy starts shooting at them. Shocked, Alice says that she isn't sure if she can do this. Rick says that she has to or Tyreese died for nothing.

The Governor returns to where they captured Tyreese, and Raymond asks how it went. The Governor says that it didn't work, and tells them that Rick's group killed Tyreese so he couldn't be used as leverage. The soldiers ask what they should do, and The Governor tells them that they have to kill them all. Suddenly the group looks surprised, and The Governor asks what's wrong. Then he realizes that Michonne is behind him, pointing a gun to his head.