The episode starts with Maggie, still mourning Beth, when a walker slowly makes its way through the bushes towards her. Only when it gets near her, getting stuck between two trees, Maggie finally dispatches it. Meanwhile, Daryl digs up a worm and eats it, implying the group is on the road without supplies. Sasha walks along a dried-up creek in hope to find some water when she notices several dead frogs on the soil, suggesting there is little water in the surroundings of the group. The three of them make their way back to the others waiting on the road. Maggie notes that they've gone a day and a half without food or water, and the entire group is weak and exhausted. "How much longer we got?" Maggie wonders aloud. "Sixty miles," Sasha replies numbly, referring to the distance to Washington, D.C. "I wasn't talkin' about that," Maggie says gloomily.
After driving a little further, the group is forced to abandon their cars when they run out of fuel. They proceed on foot, eventually attracting a small pack of walkers which follow them at a distance. Rick decides that, given their current weakened state, the group should wait until they've found a more advantageous position before attempting to deal with the walkers. Carl gives Maggie a music box as a reminder of Beth, which she appreciates. Father Gabriel offers his consolation to Maggie, but she rejects it, stating he didn't know Hershel or Beth and doesn't know the pain she feels, and reminds him of his own sins of letting his parishioners die. The group keeps moving on the road, starving and dehydrated, moving like the walkers in the background.
Sasha, still angry about the loss of her brother Tyreese, wants to take on the walkers, but Michonne warns her about not making the same mistake Tyreese made after the death of Karen: letting her anger get the best of her. Sasha angrily retorts that she and Tyreese aren't the same, and they never were. "It's still the same," Michonne calmly asserts.
Daryl and Carol split from the group to search for food and water. Carol says Beth saved her life in Atlanta, and Daryl's life as well, and gives Beth's knife to Daryl. She continues by reminding Daryl of what he told her in Atlanta, that they aren't dead, and tells him that he should allow himself to feel before kissing him on the forehead.
The procession eventually reaches an overpass with a steep ravine on either side. Rick, together with Glenn, Maggie, Michonne, Sasha and Abraham, attempts to dispatch the group of walkers by luring them toward either side of the road, then pushing them into the ravine. However, Sasha takes them on with her knife, forcing the group to fight them as well. During the struggle, Sasha becomes so single-minded that she nearly stabs Michonne, and accidentally cuts Abraham on the upper arm. Rick is nearly bitten by a walker when Daryl returns and saves him. After the walkers are dead, Michonne reprimands Sasha, who stares back at her with angry defiance.
The group proceeds further to find some abandoned cars. Maggie finds a female walker bound and gagged in the trunk, reminding her painfully of Beth. Glenn kills it for her.
Daryl is hunting in the woods, and as he does so, he encounters what remains of a deer, decomposing and possibly eaten by a walker. He also notices the corpse of a man nearby who appears to have committed suicide. Daryl appears to consider whether to take the deer and eat it due to the starvation, but eventually he leaves the spot and returns to the others.
The group rests up on the side of the road. Abraham starts drinking his liquor, as the others watch. Tara points out to Rosita that Abraham is just making it (the dehydration) worse and Rosita responds that Abraham knows that. Eugene then says that Abraham knows what he is doing and the situation can't be worse than it is now. Rosita disagrees by saying that the situation can be worse. The conversation is interrupted by a group of wild dogs that have appeared from the woods, barking, threatening the group. As the whole group tenses for a fight, Sasha quickly shoots all of the dogs, to everyone's surprise. Rick seems to be irritated but stands up, picks a branch, snaps it in two, and uses it as a stick to grill the meat from the dogs after building a fire. Noah refuses to eat the hounds' meat, visibly overwhelmed as he stares at one of the dogs' collar. Sasha approaches him, and he tells her that Tyreese tried to help him and that he isn't sure if he'll make it. "Then you won't," Sasha says sternly. "Don't think, just eat," she adds before walking away. Meanwhile, Gabriel is seen pulling off his clerical collar and tosses it into the fire-pit, watching it burn as he eats. Maggie notices this, but says nothing.
The group continues to walk. As they walk, Glenn offers Maggie a drink of water but she refuses. Glenn then asks her just to talk to him. Maggie explains that after Hershel died, she didn't put much hope on Beth being alive, but after she heard that she was alive from Michonne, she regained her hope. After she found out Beth was killed the same day, however, she doesn't know if she wants to keep fighting in order to survive. Glenn reassures her that she will, because she is a fighter. Glenn then offers her the drink again, and she accepts it. Meanwhile, Sasha is walking by Abraham, who is still drinking his liquor. He offers to share his drink with Sasha, but she refuses, saying that he's just making it worse. Abraham disagrees, saying that she is the one who is making things worse. Sasha disagrees, and when Abraham reassures her that she's among friends, Sasha angrily replies, "We're not friends." Amused, Abraham continues to drink his liquor. After Maggie drinks her share of water, Glenn offers the bottle to Daryl, who refuses. Realizing Daryl is still devastated by the death of Beth, Glenn reminds him that "We can make it, together...but we can only make it together." Possibly overwhelmed by what Glenn says to him, Daryl isolates himself from the group, enters the woods, and sits under a tree. From afar, a small barn is seen. Daryl smokes a cigarette as he daydreams. He deliberately burns his hand with the cigarette, but doesn't show any pain, before eventually breaking down in tears.
The group finds a stack of bottled water in the middle of the road. Daryl rejoins them and Rick shows him a note that says, "From A Friend". The whole group is wary that it might be a trap. Eugene disagrees and says that he believes it is indeed from a friend, and volunteers to be an assurance. He snatches one of the bottles and is about to drink it before Abraham slaps it away. Not long after that, rain begins pouring down from the sky. The whole group cheers except Daryl, Maggie, and Sasha, who are still devastated by the death of their loved ones and emotionally numb, and Gabriel, who apologizes to God for doubting Him. The gleeful celebration is interrupted when the group sees a severe thunderstorm approaching quickly. Daryl tells the others that he found a barn not far from where they are, and he then leads them to the barn for shelter.
When they are clearing the barn, Maggie finds a walker, who was a girl who died. After Maggie stabs the walker, Carol joins her, and Maggie observes that the girl had a gun and says that she could've just shot herself. Carol tells Maggie that some people can't give up, like them.
Night comes and the group is resting in the barn, while the storm rages outside. Maggie is lying by a campfire, Sasha is sitting with Abraham looking after her with his liquor in his hand, while Rick tells the group about a story of his childhood with his grandpa, who had served in World War II. Rick used to ask him whether he had to kill any Germans during his time at war but he wouldn't answer. Then when he asked him whether the Germans tried to kill him, his grandpa got real quiet. Rick's grandpa told him that "he was dead the minute he entered enemy territory," and that every day when he woke up, he always told himself, "Rest in peace, now get up and go to war." And then, after a few years of pretending he was dead, he made it out alive. "I think that's the trick," Rick concludes. "We tell ourselves, that we are the walking dead." Daryl disagrees, saying "We ain't them." Rick tries to reassure him that they are indeed not.
Getting to his feet, Daryl repeats "We ain't them," and walks away from the campfire. As Daryl is pacing by the entrance of the barn a short time later, he hears a noise from outside. He peeks outside and sees a herd of walkers approaching the barn, through the rain. Daryl instinctively blocks the door; Maggie notices, realizes what is happening and helps him. The walkers begin trying to push the door open. Rick and the others then realize what is happening and everyone rushes to help Daryl and Maggie. As the herd keeps pushing to reach the group, the group themselves keep fighting to keep the doors shut for their own survival. Carl lays a crying Judith on the ground and helps. As the storm rages outside, the group and the herd fight each other through the barn door. Everyone is giving it their all not to let the herd in, as the storm gets worse. The screen then goes black as the roar of the storm and the herd grows louder while the group struggles to hold the doors shut.
The next morning, all is peaceful, and Maggie wakes up to see Daryl still awake. She sits by his side and talks with him, telling him he should get some sleep, and that it's okay to rest now. They look over at Sasha, who is sleeping along the far wall. "He was tough," Daryl remarks, referring to Tyreese. Maggie agrees. "So was she," Daryl adds, talking about Beth. "She didn't know it... but she was." Daryl hands Maggie the music box Carl gave to her, saying that he fixed it. Maggie thanks him. She then wakes Sasha and the two leave the cabin. They discover that, due to the storm's power, all of the walkers were either killed or incapacitated, having been crushed by or impaled on trees. The scale of the destruction is such that Sasha is amazed the barn wasn't destroyed as well; it looks as though a small tornado passed through the area, narrowly missing the structure. Maggie and Sasha then sit down on a downed tree and watch the sunrise together. As they sit, Sasha tells Maggie what Noah said about himself, that he doesn't know if he can make it. Sasha admits that she feels the same way too. Maggie reassures her that she will survive. Maggie tries to play the music box, but finds that the box is still broken. The women laugh at it, but their conversation is interrupted by a man named Aaron, who asks them if he can speak to the man in charge and mentions Rick by name. The women are confused as they draw their guns and ask how he knows about Rick. The episode ends as Aaron tells them he has good news, and the music box suddenly plays its music.
- Three unnamed dogs
- First appearance of Aaron.
- First (and last) appearance of Duke.
- This makes the 25th appearance of Judith
- As of this episode, starring cast members Emily Kinney and Chad Coleman have been removed from the opening credits after being killed off in the last two episodes. (However they are re-added in the episode "Forget", as only flashback appearances)
- Rick's famous line, "We are the walking dead", is taken from Issue 24 of the Comic Series.
- Aaron's arrival is taken from Issue 67 of the Comic Series.
- The title of this episode refers to Daryl's reply of "We ain't them" following Rick's speech at the barn.
- Andrew Lincoln stated in one of his interviews after the episode has been broadcasted that the line is his favorite line of Rick Grimes. “When I read it, it reminded me of something that happened in my life when I spoke to someone in a fight. It almost had the same speech, so it resonated on a really, really profoundly, deep, familial level. I remember when I read it, I just cried. When I read the script I couldn’t … because I always to tend to read my words out loud and I just couldn’t. I got something caught in my throat when I read this speech. It’s just a very bold episode and I hope we got it right," he told Entertainment Weekly.
- On the wall of the barn the word "Wolves" can be seen written again, relating to the "Wolves not far" from the previous episode.
- This is the first episode since "Guts" to feature heavy rain. Lauren Cohan and Seth Gilliam revealed on Talking Dead that the special effects crew had set up equipment to simulate rain during the scene on the highway, where the group discovered Aaron's gift of water, but a natural rainfall spontaneously began while they were shooting the scene, as if on cue.
- Norman Reedus ate a real worm for his scene where Daryl eats a worm.
- Several critics compared Aaron's introduction to that of an Other from the ABC television series, Lost.
- The brown shirt that Rick wears in this episode and the following two episodes could possibly be a reference to Shane, as he wears almost the identical shirt in Season 2. Although this could be a coincidence as it is not proven.
- When the group is attempting to stop the walkers from getting in the barn there is a shot of Father Gabriel wearing his reverend collar even though earlier in the episode he is seen throwing it into the fire.