In a flashback, The Governor flees after his massacre of the Woodbury Army, alongside his two most trusted henchmen: Martinez and Shumpert. They later set up camp at the Military Outpost where they ambushed the National Guardsmen months earlier. The Governor is sitting in front of a campfire, when a female walker approaches him. She falls into the fire, and proceeds to crawl towards him, whereby Martinez shoots her in the head. Martinez notes that Philip doesn't even react to the walker approaching him or the subsequent gunshot. The following morning, he and Shumpert decide to abandon The Governor, leaving the latter to fend for himself. He then drives back to Woodbury and burns down the entire town. After several months of surviving the elements, he finally collapses on the street. Philip then notices a little girl in a window of an apartment building. He pulls himself back to his feet and investigates. He finds the Chambler family residing inside, consisting of two sisters, Lilly and Tara, as well as Lilly's daughter, Meghan, and their ailing father, David. They, at first, warily hold Philip at gunpoint, but then they indulgently lead him to one of the adjacent apartments, after confiscating his pistol.
After hearing how Philip has survived the last few months, they ask him how long he plans on staying. He replies, "Just for the night." They also ask him his name; he replies that it's Brian Heriot (a name that he saw painted on a barn while walking). Later, Lilly comes and offers Philip some food (SpaghettiOs); he accepts it, but after she leaves, he scrapes the food off of the plate and out the window, and instead begins to eat a can of tuna that he found. He goes and returns the plate and is invited inside. Philip sits down, and he watches Meghan and David play a makeshift game of backgammon. After the two sisters try to help David get up, Philip carries the elderly man to his room. David asks Philip to do him a favor and get the backgammon set that Bill Jenkins, one of his war buddies, had in his apartment up on the floor above them. Philip ventures and finds both the backgammon set, as well as a few rounds of ammo. He then hears a noise from the bathroom and finds an undead Bill lying in the tub. Philip mercifully kills Bill, and notices a revolver in his hand, which he takes from him. He returns to the Chamblers' apartment, and gives David the game and leaves.
The following morning, Lilly comes by to give Philip his gun back and wakes him. When offered back his gun, Philip tells her to keep it and reveals the revolver that he took. Lilly asks him for one more favor before he leaves. David has lung cancer and his current oxygen tank is nearly empty, so he needs a new one. She tells Philip of a nursing home located nearby and asks him to grab one or two. Philip makes his way there. He encounters several walkers, but avoids them. After finding a cart of oxygen tanks, he begins to leave but more walkers appear. After several struggles, he is able to escape the walker-infested nursing home with two tanks. Lilly thanks him and cleans a minor head wound that Philip received. She lets Meghan stay and watch him while she goes back to their apartment. Meghan asks Philip how he got the eye patch. Philip claims that he was a pirate and they both laugh. He says that he'll tell Meghan the truth, but only if she doesn't tell anyone.
Later, Philip is teaching Meghan how to play chess when Lilly reveals that David has died. Philip tells them to leave, but Lilly wants another minute alone to say goodbye. David reanimates and nearly bites Tara, but Philip is able to save them by bashing David's head with the very oxygen tank he brought from the nursing home.
After David is buried, Philip burns the old photo of his wife and daughter. That night, he goes to say goodbye, but Lilly insists that he stays. Philip says that they can't go with him, but Lilly reveals that she saw the photo of his family. She further admits that they aren't like his old family, but that Philip has become a part of theirs. They leave the building in a delivery truck parked outside. After camping at a lake, their vehicle breaks down, forcing them to abandon it and continue on foot. Philip and Lilly sleep together, beginning a relationship. Down the road, Tara ends up injuring her leg. Philip goes ahead and, seeing a group of walkers, orders them to drop their bags and run. While the rest flee, Meghan is frozen in place and Philip convinces her to run to him. He then picks her up and leads the others through the woods. As they reach a clearing, Philip and Meghan fall into a dugout pit and find several walkers inside. Meghan cowers in a corner of the pit, while Philip kills the walkers with his bare hands. During this scene, gunfire can be heard in the background, but stops soon after the walkers are dead. Philip hugs Meghan and swears on his life that he will keep her safe from anything that may harm her. "I Cross my heart," he tells her. He then hears a surprised voice coming from outside the pit. He looks up and sees a bewildered Martinez standing above him. Philip repeats "I Cross my heart", as he strokes Meghan's hair, while staring up at Martinez.
- Melissa Ponzio as Karen
- Denise Huth as Mrs. Blake (Photograph)
- Kylie Szymanski as Penny Blake (Photograph)
- Unknown as Bill Jenkins
- Ellie Decker, Christopher Weite, Joel Studer & Lauren Henneberg as Walkers
- First appearance of Lilly Chambler.
- First appearance of Tara Chambler.
- First appearance of Meghan Chambler.
- First (and last) appearance of David Chambler.
- First (and last) appearance of Bill Jenkins. (Zombified)
- Last appearance of Shumpert. (Flashback)
- Last appearance of Allen. (Corpse)
- The working title for this episode was "Rise".
- David Morrissey is listed in the opening sequence for the first time in Season 4, since being removed from the last five episodes.
- Due to being series regulars, this is the first time in which Chad L. Coleman (Tyreese) and Lawrence Gilliard, Jr. (Bob) are credited in an episode in which they do not appear.
- This is the first episode where Rick Grimes neither appears nor is mentioned.
- There are a number of parallels between The Governor's journey in this episode and Rick's journey during the first season of the series. Among them are;
- The episode begins with a scene showing the last moments of the protagonist's life before starting over. In Rick's case, this was the shootout before he went into a coma. In Philip's, the night following the fall of Woodbury.
- Following these scenes, both protagonists wake up alone to find that two people have abandoned them and must journey into the world.
- Both protagonists happen upon fellow survivors at the moment of exhaustion.
- The first human contact for each protagonist after they set out on their journeys is a family holed up trying to survive the disaster. For Rick, this is Morgan and his son. For Philip, this is Lilly and her family.
- With both families, the respective protagonist bonded with a child of the family.
- For both protagonists, helping the family kill a now-undead relative resulted in character development. In Rick's case, helping Morgan find the (then-apparent) courage to shoot his wife gave him the strength to go out and face death himself. In Philip's case, having to kill David, and the resulting fear Meghan had of him, caused him to burn his family photo and commit to the future.
- Both Rick and Philip encounter a group containing someone from their past following a skirmish with the walkers and both reunions are complicated by events having occurred between their last meeting and now. In Rick's case, this complication was Lori 's affair with Shane. In Philip's, it appears to be that Martinez has taken on a leadership role and no longer needs him. Both later kill the person due to leadership problems.
- This is the first episode to be a complete flashback from current time similar to Issue 43 of the Comic Series, nicknamed the "flashback issue".
- The name of the episode refers to Philip's actions throughout the episode:
- He makes no effort to dodge the walker he passes by in the town, and finally decides to lay down in the street to die.
- He finds Bill (war veteran), who is now a walker, inside an apartment. Bill seems to have either been thrown or fallen out of his wheel chair, and subsequently landed in the nearby bathtub. Bill's legs are missing due to a war injury.
- Bill is the first disabled walker in the series.
- This walker was dubbed the "Bath Salts Walker" on Talking Dead's In Memoriam, and is a direct reference to the Bath Salts incident on May 26, 2012.
- Philip goes into the nursing home, which is infested with walkers. Some of these walkers are detained either by wheelchairs or strapped to tables, implying that they had been left behind either because they were bitten or as walker bait.
- The words "Live Bait" are also seen on a road sign towards the end of the episode when The Governor and the Chamblers are running from 20 or so walkers.
- In an interview with David Morrissey, it was explained that the burning of the only photo that The Governor has of his family means two things:
- He folds the corner of the photograph and blocks himself out of it. And that is blotting himself from his past and seeing only the goodness of it, which was his wife and his child
- When he burns the photograph, it is a commitment to his future, to Lilly and Meghan. In order for him to look forward, he cannot have any semblance of the Governor. He cannot have anything from his past. He has to commit totally to this new life.
- This is the last appearance of Woodbury.
- This is the first episode where most of the material is actually taken from the novels, instead of the comics.
- The scene where Philip kills the zombified David Chambler is taken from Rise of the Governor.
- The characters David, Tara, and Lilly (named April in the novel) are also from Rise of the Governor, but they have the last name "Chalmers".
- Philip choosing the name Brian mirrors the end of the novel where Brian takes Philip's name. The Governor in the novel is named Brian Blake and is Philip's older brother.
- The song included in the episode is "The Last Pale Light in The West" by Ben Nichols.
- This is one of the ten episodes Rick Grimes does not appear in.
- This is the first episode where only one series regular appears.
- This is the first episode mainly focused on an antagonist.