The episode begins with Beth narrating a diary entry discussing life before the group reaches the prison. She then cuts to the present where she and Daryl Dixon are sitting around a campfire. Beth insists that they must not be the only survivors from the prison incident. After Daryl doesn't respond, Beth yells at him saying that since he is a tracker, they should track the others. She then goes off on her own into the forest, with Daryl following in slow pursuit.
Later on that day, Daryl comes across a pair of footprints. Beth immediately identifying it as Luke or Molly's. Daryl tells her that it doesn't mean that they're alive now. "They're alive!" Beth responds. As the two walk away, the camera turns toward a log filled with bloody dismembered rabbit carcasses.
Daryl and Beth come across a bloodied site near train tracks where they are attacked by Christopher's reanimated father. Beth spots Luke's shoe next to a pile of fresh human remains, and breaks down sobbing.
Lizzie and Mika are walking along in the woods, behind Tyreese. When they stop to ask a question, Tyreese turns around, and is revealed to have baby Judith. As night falls, they find a clearing to relax in. Tyreese is feeding Judith, while Lizzie sits on a nearby log, home to two baby bunnies. She quietly removes her knife, and kills both of them. They are forced to flee after walkers can be heard closing in from the distance.
The next morning the group finds a grape vine and begin picking the grapes off. Mika is startled by a noise in the brush, and runs off as Tyreese is changing Judith's diaper. They give chase, and find Mika several minutes later hiding behind a tree. As the group recollects themselves, they hear screaming in the distance. Tyreese puts the girls backs together, saying he has to go investigate, and to keep an eye on Judith. If walkers were to appear, they are to begin running in his direction.
Tyreese comes upon a walker attack by a set of railroad tracks. Two men, Christopher, and his father, are fighting off a group of walkers. Tyreese helps to fend them off, but is unable to prevent both of their deaths. He then hears Mika's handgun fire off in the distance. Several walkers are closing in on them, and as Mika begs for her sister, Lizzie gets lost in trying to calm Judith by placing her hand over the baby's mouth. As Tyreese begins to head back for the girls, the three of them, along with Carol, walk out of the bush. Before he expires, Christoper's father tells Tyreese about a sanctuary up the tracks.
Maggie, Bob, and Sasha are in the woods by a quarry. Maggie is sharpening her knife on the rock, while Sasha is bandaging Bob's arm. Sasha then tells Maggie they should camp there for tonight, with Maggie agreeing that Bob and Sasha should while she goes to find Glenn. Sasha claims that they can't split up, while Maggie exclaims she is going to find Glenn, storming off with Bob and Sasha in pursuit. After walking, they come across the prison bus. It is revealed that the prison refugees did not survive the evacuation, having died and reanimated after being struck and killed by bullets that hit by the bus, causing a mini-outbreak inside the bus. Maggie tells the others that she has to check to see if Glenn's inside. After Bob says they do it together, Sasha reluctantly agrees, and opens the emergency exit to let walkers out one by one so they may be easily put down. Eventually, the walkers prove to be too much for Sasha to handle and she cannot hold the door any longer. As the walkers attack, Bob and Sasha defend themselves, with Maggie dazed. However, Maggie becomes enraged and begins to kill her the walkers, even smashing a female walker's head into the bus before stabbing it. Maggie then goes onto the bus to see if Glenn is there and, after she kills a zombified teenager that was stuck under a dead woman, sits down and begins to cry out of relief.
Glenn awakens on a section of the destroyed prison walkway, nearly dangling over a mob of walkers, several of them being prison residents who were killed in the attack. It seems that he had left the bus before it left, to search for Maggie and was on the walkway when the tank blew it up, knocking him unconscious. He screams "Maggie?!" two times and looks for her. He collects some supplies and clothes, including Bob's bottle of brandy. After that, he pushes his way through the walkers by cladding himself in riot gear. After escaping the walkers, he sees Tara, who locked herself in the fences. Glenn stabs the walker reaching for her before going inside. He quickly grabs her weapon, checking the ammo. He tells Tara that they should go. After Tara denies him, he questions her, asking, "You're just gonna stay here? You're just gonna die?". Tara replies that she joined the prison attack and Glenn replies that he knows and requests help from her. Glenn grabs Bob's bottle of brandy and uses it as a Molotov, which he throws at a nearby car. As the walkers are distracted by the flames, Glenn and Tara escape the prison and reach the road close to the prison bus.
On the road, Tara recounts witnessing the events of her sister's death during the aftermath of the prison assault. She says to Glenn that "she wasnt suppose to be there", and that 'he' killed an 'old man' and Glenn asks if was Hershel and Tara replies, "I'm sorry. I'm so sorry." and tells him that "Brian" told her that they were bad people and she realizes that they weren't. Glenn tells her that he needs to find Maggie, and Tara asks if she made it. Glenn replies that he doesn't know and he tells her that Hershel was a great man that taught Glenn to have faith. Glenn uses it as a reason to believe that Maggie is alive. After a small group of walkers attack, Glenn collapses, leaving Tara to kill a walker by herself. She looks up to see a military truck, yelling if they "enjoyed the show". Three people climb out: Abraham, Eugene, and Rosita.
- Tinsley and Anniston Price as Judith Grimes
- Kerry Condon as Clara
- Juliana Harkavy as Alisha
- Vanessa Montoya as Becky
- Becky Shaw as "Achey Woman"
- Will Martin as "Sick Teenager"
- Deanna Dixon as "Woodbury Resident 11"
- Adam Daniels as "Prison Resident"
- Gustavo Blade & Jacob Garcia as "Prison Resident"
- Becky Nunnally as "Prison Resident"
- Marcelle Coletti as "Prison Resident"
- John Casino as "Prison Resident"
- Ben Loggins as "Prison Resident"
- CC Ice as "Prison Resident"
- Dennys Herman as "Prison Resident"
- Gregory French and Matthew Lyda as Walkers
- Christopher's Father (Alive and Zombified)
- Lilly Chambler (Confirmed Fate)
- Luke (Confirmed Fate)
- Molly (Confirmed Fate)
- Jeanette (Off-Screen)
- Becky (Zombified)
- Sick Teenager (Zombified)
- Achey Woman (Zombified)
- Prison Newcomer (Zombified)
- 6 unnamed bus passengers (Zombified)
- Several unnamed prison residents
- First appearance of Abraham Ford.
- First appearance of Eugene Porter.
- First appearance of Rosita Espinosa.
- First (and last) appearance of Christopher.
- First (and last) appearance of Christopher's Father.
- First (and last) appearance of Becky.
- Last appearance of Clara. (Zombified)
- Last appearance of Alisha. (Corpse)
- Last appearance of Achey Woman. (Zombified)
- Last appearance of Sick Teenager. (Zombified)
- The title of the episode refers to the sign on the road leading to the prison, which reads, "Hitchhikers may be escaping Inmates."
- Many of the cast members showed up for the shooting of the scenes with the prison in them, claiming that "it was like saying goodbye to a character."
- With Lilly's death, Tara is the sole survivor of The Governor/Martinez's group and the Chambler family confirmed to be alive, as the group who stayed behind at the river camp were never seen again.
- This is one of the ten episodes Rick Grimes does not appear in.
- This episode shows the return of Carol Peletier after being absent for 5 episodes; she was last seen in "Indifference".
- Abraham, Eugene, and Rosita are posed almost exactly as their Comic Series counterparts are on the cover of Issue 53 at the end of this episode.
- As of this episode, Scott Wilson (Hershel) and David Morrissey (The Governor) have been removed from the opening credits.
- This is the first time in which a series regular is removed from the opening credits in the middle of a season.
- The orange backpack used by Glenn to pack supplies from the prison was the same backpack confiscated from the Hitchhiker in the episode "Clear".
- With the deaths of all the prison residents on the Woodbury bus, and the confirmed (off-screen) deaths of Jeanette, Luke, Molly, Ms. McLeod, and Woodbury Resident 6, the entire population of Woodbury is confirmed dead.
- This episode has unique structure as it follows four groups of characters one at the time and the stories also happen to be out of chronological order.
- As time came to get a shot of the pile of dead prison residents, the director thought it looked like they were all taking a nap, so he changed it to make them all be in a more awkward position.
- Terminus is first clearly referenced in this episode, after a brief radio mention in Isolation.
- When Carol meets up with Tyreese, the baby she is holding is noticeably a different baby than all the previous scenes in the episode. A couple of cuts later, what appears to be the original baby returns.
- When Tyreese and Lizzie run after Mika, Tyreese talks to her while Lizzie is standing behind Tyreese, facing Mika. In the next cut, Lizzie immediately stand besides Mika, facing Tyreese.
- When Carol comes out of the brush with the girls, her knife is in her hand and when she steps forward she puts it in the sheath. Then the scene cuts to Christopher's father then back to Carol it is back in her hand.
- After Maggie opens the door to the bus, Sick Teenager starts to stand and through the door, you can see the film crew and their equipment.
- While killing the walkers at the bus, Maggie stabs a walker in the back, but it drops down and doesn't move.
- The door behind Glenn when he wakes up has two folding chairs propped up on it. When the scene changed back to the door the chairs are gone.
- When Glenn passes out after fighting the walkers Tara tries to get him to wake up while saying his name, but Glenn never told her his name. It is possible, however, that he told her on the road sometime prior to the walker encounter.
- In the 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 Glenn wakes up we see the door behind him is flush with the concrete, but when he goes inside you see stairs he had to descend to get to the door. There is also no scene in the entire prison episodes where an outer orange door is preceded by steps, they are all flush. Also If you look at the door behind him you see two folding chairs leaning up against the door. When he turns to open the door the chairs are gone.
- When Glenn is with Tara and getting ready to move out, he puts on his helmet and you can see it is strapped on. When the shot changes, he swings the fence open and you can see his strap is lose. The camera angle changes again and the strap is back on again.
- When Glenn and Tara are walking on the road he asks if he knows anyone got out. She replied she saw her sister and "nephew" were there and weren't supposed to be. It is a mistake for the fact she was supposed to say niece.