
Philip is beating up Milton for releasing the walkers and says because of his actions 8 men died. Philip says that he knew these men and that they kept him safe but Milton points out that it was predicated on him looking the other way. Philip tells Milton that it can't be like that anymore and that "you kill or you die." Milton asks Philip what his daughter would think about what he is and Philip replies that she would be afraid of him and if he had been like that from the start that Penny would be alive today. Milton asks if Andrea is still alive and Philip brings Milton to her. She tells Philip that he doesn't have to loose anymore men but Philip says that he is going to kill all her friends at the prison. He then instructs Milton to get the tools and Milton drops them on the ground but leaves one behind for Andrea. When Milton goes to leave the room, Philip stops him and orders him to kill Andrea, to prove that he has learned something. Milton moves towards Andrea and turns suddenly and tries to stab The Governor but fails and gets stabbed instead. Philip tells him that now he is going to die and then tear the flesh from Andrea's bones. "In this life you kill or you die or you die and you kill."
In the prison, Carl pauses to look at the picture of him and his parents before packing up his bag and then heads outside. Rick reaches to take the bag from Carl and he pulls away. Glenn approaches Rick and says that he has never seen Carl this mad, even with Lori and Rick replies that he's still a kid and that it's easy to forget that. Rick goes to have one last look at the prison and Michonne tells him that he had to think about the deal the governor offered them. Rick apologizes saying that he came real close. Michonne answers that she never thanked him for taking her in and Rick admits that he wouldn't have if she didn't have the baby formula. Michonne points out that he could have just taken the formula and Rick responds that it was Carl who made the call and that he said she belonged there.
Back at Woodbury, the governor is attempting to rial up the citizens for an attack on the prison. Tyreese tops him and says that they are going to have to count them out and that he and Sasha will fight against the biters but not other people. Tyreese offers to stay there and defend the children and adds that when Philip returns, if he wants them gone, then no hard feelings. Philip grabs a gun and hands it to Tyreese saying thank you before walking off.
When the residents of Woodbury get to the prison, they start shooting all of the zombies out front and even blow up the watchtower. They drive through the gates and get no response, but still push forward into the prison.
Back at Woodbury, Milton is dying on the floor and tells Andrea about the pliers he left on the ground for her. Andrea says that she is going to get them both out of there but Milton replies that when Andrea gets free, she is going to find something very sharp and then stab him in the head.
They're continuing to investigate the inside of the prison and Philip calls for silence when he hears something. At Woodbury, Sasha and Tyreese are continuing to watch the children. Sasha wonders what is going to happen when they return and Tyreese points out that Andrea got out. Sasha suggests that if Andrea is at the prison, it didn't do her any good. Andrea has finally reached out for the tool, and pauses when she thinks Milton is dead. He opens his eyes and asks why she stayed, when she found her friends were out there. Andrea replies that she wanted to save everyone, including Philip for awhile and admits that she had a chance to kill but tried to stop it another way because she didn't want anyone to die. Milton says that he is still there and still alive but he encourages her to hurry.
Inside the prison, flashbombs go off causing panic and the Governor orders the people to stand their ground. When they run outside the shooting starts, as Carl and Hershel watch from the woods. The people from Woodbury beat a hasty retreat and one of them goes running through the woods. Hershel tells him to drop the weapon, but before he can comply, Carl shoots him.
Now that they have the prison back, they begin debate whether this is really the end, or if they should take the fight back to Woodbury. Carl comes back with Hershel and Beth. Carl tells Rick that he took out one of the Governor's soldiers but Hershel says it was just a kid running away and that the kid was handing his gun over. Rick defends Carl and says that it was in defense. Hershel replies that he was there and that Carl gunned that kid down.