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Sam leaves an empty lunch plate outside his room then retreats back inside, where he draws a picture of a little boy tied to a tree with walkers surrounding him. The camera pans to some food left on a plate by his dresser, ants surrounding the food and the plate.
Outside, the watchtower collapses, knocking down a panel from Alexandria's perimeter wall. As walkers swarm through the gaping hole, Rick orders everyone to run to their homes and lock the door. Deanna and Rick open fire on the walkers and Deanna is injured by falling on a saw blade after saving Rick from an oncoming walker.
Eugene cowers against a wall, trying to stay unnoticed and spots Rick's walkie talkie on the ground. He hears Daryl call Rick's name and picks up the walkie. "Help," he cries as a walker comes at him. Rosita and Tara rescue Eugene and they flee to a nearby garage and shut down the door quickly before walkers emerge on the door banging on it.
Inside Jessie's house, Rick carries Deanna to an upstairs bedroom and lays her down on a bed. Sam opens his door, sees everyone, and is unaware of what is happening and paralyzed with fear. Jessie urges him to be brave.
On the main floor of the townhouse, Carol leans back against the wall and refuses Morgan's offer to examine her head.
One floor below, Denise sits far away from Owen and asks to see his wound. He removes the bandage, revealing a badly infected gash. He states that he cut it. Denise cautiously removes a bag of IV fluid from her pack and moves closer.
Back at Jessie's house, Michonne and Rick tend to Deanna and discover a bite mark on her side. "Well, shit," Deanna says.
Rick talks with Jessie and comes up with a plan to run to the armory and draw the walkers away from Alexandria with flares while also getting more weapons.
Michonne, meanwhile, tells Deanna that she believes in Alexandria and Deanna's plans to expand it. Deanna asks what Michonne wants for herself. "I don't know," Michonne admits.
Down in Jessie's garage, Carl checks on Ron, who's upset and brooding about his father. They argue while Ron slowly walks to the door. Ron locks the door and takes out his gun, but Carl knocks it out of Ron's hand before he can use it. As they are in a fight, Ron swings a shovel at Carl, but accidentally breaks a window instead. Walkers immediately follow the sound of the breaking glass.
Rick and Jessie hear the commotion and race to the garage. Rick takes and axe and begins to knock open the door while Ron and Carl are still fighting. When Rick gets the door open, Ron and Carl run inside the house as walkers stream in to the garage. Rick and Jessie shove a couch against the door. Carl covers for Ron and says they accidentally knocked over a shelf.
In a private room where Ron stands, Carl holds Ron at gunpoint and demands he hand over his gun. Ron does, and apologizes for attacking Carl. Carl empathizes with Ron for losing his father, but points out that Pete was "an asshole."
Rick hears Judith crying and runs upstairs. He goes to the room where he laid Deanna on the bed and sees nothing but a blood stain from her wound. Scared, he makes his way to where Judith's crib is. He sees Deanna (back turned) leaning in to Judith's crib and moves in to kill her, thinking she's turned. "It's still me!" Deanna calls out. She states she wanted to see Judith one last time, but her legs had different plans.
Seeing how weak she is now, Rick gently lays Deanna on a bed in the room. She gives him farewell notes for Spencer and Maggie and asks him to look after Spencer as he would his own people. "They're all your people, Rick," she tells him.
In the townhouse garage, Eugene, Rosita and Tara are all there. Eugene is reading a history book while Tara and Rosita briefly talk about Abraham and Tara tries to convince Rosita that he is not dead because they haven't seen it. They then proceed to try and open the door. Just as Rosita offers to shoot the door open, Eugene intervenes and says that he will be of to good use and to not waste a bullet. He then proceeds to pick the lock.
Meanwhile, as Carol pretends to be asleep, Morgan peers down toward the makeshift jail cell. When he comes back up and doesn't see Carol, he looks around and she shoves him aside and runs downstairs, where Denise is tending to Owen's wound. Wielding a knife, Carol orders Denise to back away from him. Not too long after that, Morgan arrives with his staff in hand.
Back at Jessie's house, walkers break through their makeshift defenses and start flooding inside. Rick blocks the stairs with a sofa as the group retreats upstairs. He then tells Michonne they're going to need two walkers.
Morgan tries to dissuade Carol from killing Owen. Carol states that she doesn't want to have to kill Morgan and to get out of the way. Morgan knocks the knife out of Carol's hand and after a brief, fight he slams her to the ground, knocking her unconscious. While he's distracted with her, Owen grabs Morgan's staff and strikes him unconscious, hands still tied. He then takes Carol's knife and points it at Denise.
Michonne and Rick lay the two walkers on the floor and announce to everyone that they are going to try and make a beeline to the armory where they can set off flare guns to distract the walkers away from Alexandria and also get some more weapons. Everyone is hesitant but agrees.
Michonne tells Deanna that they're leaving the house and starts to offer to kill Deanna before she turns. But Deanna insists she will shoot herself when the time comes, weakly showing Michonne her gun.
Rick's group, sheets now over their clothes, slathers themselves in guts. Sam opens his door and recoils from the gruesome scene. "Pretend you're brave," Jessie says. Sam, though seeming scared, nods. The group continues to slather themselves in guts.
Owen cuts his bonds and just as Rosita, Tara and Eugene charge into the room, he quickly grabs Denise and holds the knife to her neck. He forces them to lower their weapons, then takes a gun and escapes with Denise as his hostage while the three try and tell them not to.
Rick's group, each member now covered in a sheet full of guts, heads downstairs. But before this, Gabriel tells Rick, "I'm not stopping," meaning that he won't stop and help the others if their cover is blown. Rick nods slowly. They calmly make their way in to the herd inside unnoticed.
Glenn and Enid climb a tree to gain a better vantage point. Glenn sees a helpless Maggie on top of the lookout post.
Deanna holds a gun to her chin but stops from pulling the trigger when she hears walkers in the hallway. She flings the door open and fires at the herd while screaming.
Rick's group stands on Jessie's front porch, looking out at the sea of walkers. They hold hands and make their way through the herd, however, as they walk among the herd, Sam starts to call to his mother, saying, "Mom" multiple times, which slowly gains the attention of a few of the walkers around them and as the screen goes black, walkers now start becoming attracted to them.
Elsewhere, Daryl, Abraham and Sasha are still headed back to Alexandria, but are stopped by a group of bikers blocking the road. One of the bikers tells them to give up all their supplies and their truck, to which, Daryl asks, "Why should we?". The biker then claims, "Your property, now belongs to Negan".
- Mandi Christine Kerr as Barbara (does not appear in this episode)
- Katelyn Nacon as Enid
- David Marshall Silverman as Kent (does not appear in this episode)
- Chloe & Sophia Garcia-Frizzi as Judith Grimes
- Brian Lancaster as Timmy
- Matt Bolick as Savior
- Brian Farmer as Savior
- Deanna Monroe (Alive, Off-Screen)
- First appearance of Bud.
- First appearance of Timmy
- Last appearance of Deanna Monroe. (Alive)
- This is the third time that a main character has died whilst been credited as 'Also Starring' and she becomes the twelfth main character to die.
- This episode continues the tradition of killing off a female character in the mid-season finale.
- The title of this episode comes from Deanna's final words to Michonne.
- With Deanna's death, Spencer is the last surviving member of the Monroe family.
- Deanna also references what she said to Rick after he saved Spencer in "Heads Up," when Rick states he helped to save Spencer because he was Deanna's son. She says she saved Rick because he was "one of them", hinting that this was the "right answer" to the question she asked Rick.
- In Sam's room there are figures that resemble characters from Robert Kirkman's Invincible comic.
- Sam's drawing, a kid tied to a tree with walkers coming for him, is a reference to Carol's threat to him back in "Forget."
- Two versions of the song "Tiptoe Through The Tulips" were played in the episode. Nick Lucas' version played in the beginning and Tiny Tim's version played at the ending.
- The ants around the piece of food on the plate in Sam's room is used to show that the ants are the "walkers" and the food (Alexandria and the residents) is rapidly being overrun.
- This episode takes place the same day as "Always Accountable."
- It is also revealed that the person who said "help" at the end of "Always Accountable" was Eugene.
- This episode has the second fewest living character deaths of any mid-season finale with only one confirmed death, just behind "Pretty Much Dead Already" from Season 2, in which no living characters died.
- Despite appearing in promotional photography and being credited, Heath, Spencer, and Aaron do not appear in this episode. Additionally, despite being credited, Barbara and Kent do not appear in the episode as well.
- The Season 1 episode "Guts" is called back to when Rick says, "I've done it before," in reference to covering Glenn and himself in walker guts.
- The post-credit scene where the Savior threatens Sasha, Abraham, and Daryl, was taken from Issue 97.
- The scene where Rick and the group are walking through the herd (at Alexandria) is taken out of Issue 83.
- Despite Owen's teeth being rotten and yellow in his previous appearance, his bottom teeth are white in this episode. This was most likely an oversight on the part of the production department.
- When Deanna and the group reach the house, there is some blood on the edge of Deanna's revolver. One scene later, the blood disappeared.
- In the previous episode, Carl is seen running from the spot he was observing the tower from before the tower had fully collapsed, however, in this episode, he is not seen running from that spot until walkers are already flooding inside under Rick's orders.