Bruce Cooper, Sam, and a few other Woodbury members are in front of the store, where Glenn, Tyreese, Michonne, Andrea, Maggie, and Axel are hiding. Bruce and Sam are about to go inside of the store. Glenn isn't going to let that happen, so he goes outside to try and talk some sense into Cooper. Cooper recognizes him and shoots him in the chest.
Maggie screams Glenn's name and Cooper gets shot in the neck by Andrea. The others go to help Glenn and Andrea tells Sam to drop his gun. Michonne slaughters the other two thugs and one of them almost shoots her. Sam has no words and Andrea thinks that he isn't even listening to her. Sam yells that they killed them, raises his gun in a desperate panic and Andrea shoots him. Tyreese calms Andrea down and tells her that she did the right thing.
Glenn's still breathing and he wakes up. He says it's hard to breathe, but, thinks he's fine. Tyreese disagrees and says it's serious. He has to sleep in the bed of the RV, although Glenn still thinks he's okay. Axel comes outside, confused about the gunshots. Tyreese says that everything is mostly okay and they load up the truck.
Lori goes into labor. Rick and Hershel are helping her inside, and Rick asks Billy to find Carol to tell her to look after the children. Alice is in the prison hospital, and when group comes in, she informs them the generator needs to be filled up. Rick is about to go find gas, but, Lori wants him to stay with her. Hershel says that he can do it, but, Alice asks him to stay since he has an idea about how to give birth because of the animals on his farm. Billy steps up and says he'll go and do it. He runs into Dale on the way there and frantically tells him that he needs to help him load up the generator and hurriedly explains what's happening. They run to the generator. Billy says that they need more gas so they go to outside of the prison to the parking lot.
At the cars, Dale gets attacked by a zombie. Billy hits it with the gas can and shoots it. Billy apologizes to him, and Dale asks why, because he didn't die. After they get the gas, a lurker bites Dale's ankle. Dale hits his head on the car and blacks out. Billy runs away and says he's sorry. Billy knocks aside some zombies and trips. He keeps saying that he's sorry. Then a light is seen shining on him.
Andrea and Axel exit the RV and Andrea asks Billy what's wrong and why he's out here by himself. Billy tries to explain, but, then Dale is seen crawling on the ground. Andrea is shocked and they pick up Dale and try to get him inside. Back in the prison, Alice reveals that Lori's child is a girl.
- Rick Grimes
- Lori Grimes
- Maggie Greene
- Hershel Greene
- Billy Greene
- Bruce Allan Cooper
- Alice Warren
- Judith Grimes
- Woodbury Soldiers
- Two unnamed Woodbury Soldiers.
- First appearance of Judith Grimes.
- Last appearance of Sam. (Alive)