Rick, Glenn, Michonne and the Alexandrians race through the woods toward Alexandria, where the horn continues to blare. Half of the quarry herd follows close behind. Over the walkie, Rick tells Daryl to stay the course and keep the rest of the herd moving along the road.
Rick tells his team that he's going to get the RV and redirect the breakaway herd before it reaches Alexandria. In private, he tells Glenn and Michonne that the Alexandrians with them "aren't all gonna make it." Rick instructs them to lead the team back to Alexandria but to keep going if anyone can't keep up. Heath overhears the conversation.
Just then, one of the Alexandrians gets mauled by a walker and bleeds out. Michonne stabs his head. Afterward, Rick takes his gun and an energy bar off his body while the remaining Alexandrians look on in horror. Meanwhile, the horn stops.
Glenn and Michonne lead the group towards Alexandria. Walkers attack, sending the Alexandrians into a panic: Sturgess fires wildly into the air and hits Scott in the leg before fleeing; Nicholas becomes paralyzed with fear; a walker bites David on the shoulder.
Meanwhile, Daryl tells Abraham and Sasha that he's leaving them to help defend Alexandria. Abraham and Sasha implore Daryl to stay until they reach the 20-mile marker as planned, but Daryl refuses and rides off on his bike.
David tells Michonne about his wife, hoping he'll get to see her before succumbing to his walker bite. Annie insists they stop to treat Scott's leg.
The group checks cars in an abandoned town to see if any can be used to drive home. Heath recognizes the town as the location of Aiden and Nicholas' disastrous and fatal supply run. Nicholas admits he and Aiden didn't know what they were doing. Reluctantly, Heath tasks Nicholas with showing them how to get through the town.
With Nicholas leading the way, the group runs into walkers feasting on Sturgess' body. Nicholas becomes paralyzed by fear again, but snaps out of it when Glenn calls his name. The group backtracks only to be confronted by more walkers. They retreat into a pet store, where Glenn formulates a plan to set fire to a nearby building to distract the herd. Nicholas suggests a feed store and offers to lead Glenn there.
Over the walkie, Glenn fills Rick in on his plan while Rick sprints down the road and fights off a group of walkers, cutting his hand in the process.
Back in the pet store, Annie and Scott point out that their injuries are slowing everyone down and urge the group to keep going without them. Heath looks pointedly at Michonne and refuses to leave anyone behind.
Afterward, Michonne confronts Heath about his attitude. He tells her he overheard Rick's instructions to leave people behind. Michonne angrily reminds Heath that he hasn't had to survive like Rick, and doesn't know what it's like out in the world. Heath counters that he's been on plenty of runs, but Michonne points out that he's never "been covered in so much blood that you didn't know if it was yours, or walkers' or your friends'."
Out in the town, Glenn and Nicholas find a walker pinned underneath a car. Nicholas recognizes the walker as a friend that he and Aiden had left behind during their supply run. He stabs the walker through the head before he and Glenn rush away as sounds of gunfire erupt from the direction of Alexandria.
Meanwhile, Rick is sprinting down the road, desperate to reach the RV. He finds a dead Alexandrian in the road, being eaten by zombies. After the zombies are put down, Rick loots the man's body and continues down the road where he finally reaches the RV.
Michonne's group sits quietly, watching walkers file by the storefront, drawn by the gunfire. Michonne sees David writing a farewell note to his wife. When he tries to hand it to her, she refuses to take it. "You're getting home," Michonne writes on her arm. Suddenly, walkers that had been lurking in the back room of the store begin pounding on an interior door, drawing the attention of the walkers outside. As the herd arrives in town, Michonne's group races out of the store, guns blazing. However, Annie falls and is devoured by walkers.
Meanwhile, Glenn and Nicholas reach the feed store only to find that it's already been burned to the ground. Glenn desperately urges Nicholas to suggest another building as the massive herd moves toward them.
Michonne's group reaches a gate and climbs over it one by one. The herd catches up and claws at Michonne and David as they clamber over. Walkers drag David off the gate and tear him apart as Heath looks on in horror.
In another part of town, walkers corner Glenn and Nicholas in an alley. Glenn climbs a dumpster and helps Nicholas up as walkers surround them and grab at their feet. After staring at the teeming horde all around them, a sudden calm comes over Nicholas. "Thank you," he tells Glenn and shoots himself in the head. Glenn gets knocked into the herd by Nicholas' falling corpse and screams as he is seemingly engulfed by the herd of feasting walkers.
Grim and exhausted, Michonne and Heath help Scott limp through the woods. As they wade through a creek, Heath is shocked to see his blood-soaked reflection in the water.
Meanwhile, Rick stops the RV at the edge of the woods, where Glenn directed him to intercept the herd. He tries to reach Glenn and Tobin by walkie but receives no response. He then radios Daryl to inform him the breakaway herd will soon be back on track.
As Rick waits, two men sneak into the RV and fire at him – it's the Wolves that Morgan let escape. Rick dives and returns fire, killing them. He then sees more Wolves sneaking up outside the RV and opens fire on them with a assault rifle, killing them all.
Daryl hears gunfire over the walkie and calls Rick's name, but gets no response. He races down the road, reluctantly rejoining Abraham and Sasha as the herd trails behind them.
Michonne, Heath and Scott arrive at Alexandria to find the outlying buildings burned. Michonne unsheaths her katana.
Rick tries to start the RV but the engine falters. He keeps trying and trying, but without luck as the massive breakaway herd starts to emerge from the forest just beside him.
- Jesse C. Boyd as Edward
- Jay Huguley as David
- Beth Keener as Annie
- Jonathan Kleitman as Sturgess
- Michael Traynor as Nicholas
- Will (Zombified)
- David (Alive)
- Tommy (Off-Screen)
- 4 unnamed Wolves
- First (and last) appearance of Will.
- Last appearance of Nicholas. (Alive)
- Last appearance of Barnes.
- Last appearance of Sturgess.
- Last appearance of Annie.
- Last appearance of Tommy.
- Last appearance of David. (Alive)
- Last appearance of Edward.
- This episode was originally named "Attacked".
- The title comes from Nicholas' final words to Glenn before killing himself, thanking him for not killing him in "Conquer".
- Justin Miles (Barnes) and Kenric Green (Scott) are listed under "Also Starring" after previously being credited as co-stars.
- Jason Douglas (Tobin) was credited in the episode despite not appearing in the episode nor being a series regular. He is mentioned several times by Rick, who attempts to contact him on the walkie-talkie.
- This is the first episode in which Lennie James, Alexandra Breckenridge, Ross Marquand, Austin Nichols, and Tovah Feldshuh are credited but do not appear.
- Glenn calls Rick a "dumbass" on the walkie-talkie, which is a reference to him calling Rick the same thing in the first episode. Coincidentally, both episodes ended with Rick being trapped inside of a vehicle with a herd of walkers around him.
- "We all have a job to do," the last words that Glenn said to Michonne before he went to find a way to distract the herd, are similar to the last words that Maggie said to Beth, "we've all got jobs to do."
- As of this episode, Owen is the last remaining Wolf alive.
- The events of this episode occur concurrently with the events of "JSS".
- There were scenes from the script that did not make filming, such as how Alexandria survivor Tommy met his grisly fate. He was in the woods when he heard a cry and tried to follow the sound but tripped and injured himself. After making it back to the road, he was overcome by zombies.
- During the scene where Glenn gets knocked into the herd by Nicholas' falling corpse, Glenn falls forward head first into the surrounding herd of walkers. However, during the devouring scene, Glenn's head is seen next to the nearby dumpster he was originally standing on top of. This is realistically impossible due to how he had originally fallen into the herd.
- Also during the scene where Glenn gets knocked into the herd, when Nicholas shoots himself in the head, blood splatters all over Glenn's face. But when Glenn falls into the herd, the blood is gone.
- Although not explicitly stated in the episode, it was believed that Nicholas had run out of ammo prior to being forced on top of the dumpster with Glenn, making his suicide act improbable. However, a deleted scene showed both Glenn and Nicholas counting their shots, with Nicholas saving his last bullet for himself.
- Daryl's motorcycle brake lever is bent (presumably from being dropped) in one scene and appears not bent in the following scene.