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The episode starts at the destroyed prison, with walkers surrounding the tank. Then, the corpse of The Governor, and Flame's devoured corpse are shown, with Michonne outside the fences. She uses her katana to kill approaching walkers and takes cover behind the gate's spikes. Then, she uses her old technique of camouflage and uses two trapped walkers as protection by tying them with ropes and cutting their jaws and arms. As she walks, she find's Hershel's zombified head and puts it down with her katana, leaving the prison shaken by the experience.
Carl and Rick walk on a country road with Carl walking ahead of Rick who struggles to keep up due to his injuries from the previous battle. At first, they stop by in a barbecue restaurant which seems to be looted already. A single walker is barricaded by some pieces of furniture. Rick wants to put it down with his ax, saving their bullets, but is too weak to make a finishing blow forcing Carl to shoot it in the head despite Rick's pleas not to. On the floor, Carl notices a note left by the walker's son, who couldn't bring himself to kill his father. They scour the building for supplies and find a small haul. Carl was able to obtain more stuff and jokingly tells his father "I win".
Michonne and her walker pets come across the same road that Rick and Carl were traveling and she notices the footprints they had left in the mud. However, she decides to continue on alone.
Rick and Carl continue walking until they take shelter in an abandoned house. After investigating, Carl loudly bangs and curses to draw walkers out, but Rick is angry at him for doing so. Carl snaps back that he isn't a kid and proceeds to clear the upper floor by himself. He lingers in the kid's room, gazing wistfully at the sports posters and gaming system before yanking out a cable from the TV to secure the front door. As they secure the door, they argue over whether a knot is enough or to push the couch against the door. Carl angrily snaps that his knot is a good one and verbally slaps Rick, mentioning that Shane taught him it. Rick then tells him that he remembers Shane every day and asks if Carl has anything else he'd like to say. Carl doesn't respond and they push the couch against the door and flip it right-side-up. Rick goes into the bathroom of the house and observes the bruises and scars on his body, one of them being the stab wound he sustained from Morgan.
Michonne has a dream of her young son, boyfriend Mike and his best friend Terry. It starts off as a normal conversation in pre-apocalypse Atlanta, but as it progresses, Michonne's current situation starts setting in. As she talks to Mike and Terry, it turns into a conversation about survival at a camp that they had inhabited prior to her finding Andrea. The world outside slowly becomes the current devastated Atlanta, and the state of the room becomes more and more decrepit. They continue talking and Michonne then sees Mike and Terry with their arms cut off and her son missing. She starts screaming in terror and then wakes up in a fit of panic in the front seat of a car.
In the house, Rick has fallen unconscious due to his injuries. Carl tries to wake him up but when Rick doesn't respond, Carl starts yelling, which alerts two walkers outside. He lures the walkers away from the front door to kill them somewhere away from the house, but is nearly surprised by a third walker coming up from behind. However, after a slight scuffle, he manages to kill all three walkers unscathed, restating his comment to Rick "I win".
Michonne continues walking with the herd of walkers through the forest. She is surprised at one of the walkers, as it resembles her likeness. She shrugs it off and continues walking along with her herd.
When Carl returns to the house after gathering supplies, he becomes angry at his father, furiously yelling that he failed protecting the prison group, Lori and Judith. Carl states that he never forgot how to survive, not even when Rick wanted to "play farmer." When Rick, who is still unconscious, does not respond, Carl says he doesn't need him anymore and he wouldn't care if he died.
Carl goes on another supply trip in a nearby house. Upstairs, he opens a door with a walker behind it. After a struggle, in which he missed the walker with his gun, he is nearly bitten on his leg but manages to get loose when the walker pulls one shoe off his foot. Carl shuts the door locking the walker in the room, writing "WALKER INSIDE. GOT MY SHOE. DIDN'T GET ME". As he perches himself on the roof of the house, he proceeds to eat a can of chocolate pudding with the walker grasping out of the window.
As Michonne continues to walk along with the herd of walkers, she cannot stop doing a double take on the walker that resembles her. She finally realizes that's what it would be like if she turned into a walker. In a fit of desperation to live, she frantically slashes the entire herd, including her twin and pet walkers. She makes her way back to the road she had not wanted to go down earlier and follows Rick and Carl's tracks.
Carl returns to the house where Rick is still unconscious. He wakes up to find his father, who begins to move and groan, making Carl believe that he is a walker. He grabs Rick's gun, but can't bring himself to shoot his father, stating that he does need him. Rick falls to the floor and reaches for Carl's leg, and, having realized that he doesn't want to be alone, Carl opens himself for the seemingly zombified Rick to bite him. However, to Carl's extreme relief, Rick manages to groan out his name. Carl cradles his fathers head in his arms and says "I'm scared".
Michonne reaches the barbecue shack that Rick and Carl had found. She finds the note that Carl had discovered and she sits up against the door frame. She says "Mike... I miss you" and starts sobbing, but then states that she missed him even when she was with him. She goes on to reminisce about the camp and losing her son. She explains how it wasn't Mike's fault, and he could be alive if things had gone differently than they had. She then states that she knows the answer to her problems, which is to allow people into her life rather than shutting them out.
The next morning, Rick tells Carl that he shouldn't have risked going out on his own, but Carl reassures him that he was careful. Rick congratulates Carl on retrieving more food and supplies. Carl then states that he had eaten some of the food. When Rick asks what it was, Carl tells him that it was 112 ounces of pudding, which they share a laugh over. Rick explains that he understands that they will never get things back to the way they were. He then explains the reason he spent the time trying to be a farmer and build a community was for Carl and Judith's sake. He goes on to tell his son that he is a man now and that he is sorry for treating him like a child, to which Carl challenges and makes it clear that Rick was right to act the way he did.
Continuing to search for Rick and Carl, Michonne discovers the can of pudding that Carl was eating. Once she manages to get to the house, she sees them together safely and starts to cry in joy and then looks up as if thanking God. When she knocks on the door, Rick looks to the peephole and starts to laugh at the sight of their friend. Rick then turns to Carl, who asks who it is, to which he replies "It's for you".
- Chase as Flame
- Jake Garber as Joe Sr.
- Hector Picard as Zombified Martinez's Camp Resident
- Gino Crognale and Dillan Moore as Walkers
- Unknown as Andre Anthony
- Last appearance of The Governor. (Corpse, In Reality)
- Last appearance of Flame. (Corpse)
- First (and last) appearance of Andre Anthony. (Dream)
- First (and last) appearance of Joe Sr. (Zombified)
- The episode name refers to the aftermath of the prison assault.
- One of the walkers that Michonne uses as a deterrent to the other walkers is the reanimated corpse of The Governor's soldier that Lizzie killed in "Too Far Gone".
- Michonne previously mentioned to Rick in "Clear" that she used to talk to her dead boyfriend, Mike.
- The opening scene of the episode mirrors the ending scene of "Days Gone Bye" and also the opening of "Guts".
- This is the last episode where Scott Wilson (Hershel Greene) and David Morrissey (The Governor) are shown in the opening credits (although Wilson's name is briefly re-inserted for the episode "A").
- This episode had multiple scenes adapted from the ninth volume of the Comic Series, "Here We Remain".
- At the start of the episode, Michonne kills an undead decapitated Hershel outside the prison, the same way she killed Tyreese at the very beginning of Issue 49.
- Rick offering Carl something to eat, to which he does not accept.
- Rick trying to kill the walker in the house, before Carl eventually does it. Afterwards he tells him to conserve his ammunition.
- The start of the episode is similar to Season 1, Episode 2. With a view from a Birdseye view of the walkers and a tank.
- Carl luring the two walkers away from the house, shooting them all including the one coming from behind him, causing him to vomit afterwards.
- Carl scolds an unconscious Rick about his past mistakes and blames him for the deaths of their beloved group members.
- Rick moans as he wakes up, making Carl believe that he has turned, and he is forced to put him down, but can't bring himself to do so. Carl apologizes, and after realizing Rick is still alive, timidly says "I'm scared".
- Michonne was the first member of the group to reunite with Rick and Carl, same as in the comic.
- This episode was leaked a day early on Xbox Video.
- The scene with Carl under three walkers mirrors a similar scene in 18 Miles Out, where Rick is the victim.
- In the original script, when Carl is tying the door shut with the TV wire, he was supposed to say "Dale taught me." However it was later decided to have Carl say "Shane taught me" to create an even bigger tension between Rick and Carl.
- One of the actors/zombies that piled on Carl was the same actor/zombie whose fingers were seen reaching for Rick through the "Don't open, Dead Inside" door in "Days Gone Bye". Another Actor/Zombie that piled on Carl was the one that attacked Dale in "Judge, Jury, Executioner". This was mentioned by executive producer Greg Nicotero on Talking Dead.
- A reference to Jack Goodman, a character from American Wolf, was added in the episode. He was seen as one of the zombies following Michonne in the woods.
- When Michonne returns to Hershel's head to put it down, it is facing to the left while looking down on it, while when the Governor completely decapitates Hershel, his head is facing to the right while looking down. However, it is possible it was kicked/tripped over by the Governor after shooting Meghan Chambler, by another human, or by a walker after the battle.
- There are many shots throughout the episode containing lawns that have been recently mowed, most notably Carl's pudding scene on the roof.
- In the previous episode, "Too Far Gone", Clara's reanimated body was already in the prison field, while it is near the broken gate in this episode.
- When Michonne returns to Hershel's head, it can be heard producing walker moans, however without any larynx or lungs, his head would not be able to produce any noise except the sound of his mouth opening and snapping shut.
- When Michonne is walking amongst the group of walkers and sees one that resembles her, the walker extra can be seen blinking. This is something that the walkers are unable to do.