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Rick tells Daryl about The Governor's offer. Daryl and Hershel try to dissuade Rick from giving up Michonne, but Rick insists it's their best shot at saving lives. "It just ain't us, man," says Daryl.
Rick then enlists Merle's help. Merle warns that The Governor won't kill Michonne; just torture her. "You're cold as ice, Officer Friendly," Merle says, advising Rick to use wire to bind her.
Daryl, Glenn, Michonne, and Beth work together to lay spike strips at the prison gate and prepare for the impending attack. Walkers are killed at the fence. After they drive back up to the cell block, Michonne tells Rick of the plan, which she has conceived. "We don't have to win, we just have to make their getting at us more trouble than it's worth".
In the cell block, Carol asks Merle if he's on their team. "It's time to pick a damn side," she says while putting Judith in her playpen. Merle responds by saying he's only "here" for his brother, to which Carol responds "Yeah, well, he's with us....." Daryl tells Glenn that Merle will find a way to make up for his cruelty at Woodbury, but asks for some forgiveness. Glenn points out that Merle was responsible for The Governor's assault on Maggie, and he can't forgive him for hurting the woman he loves, indirectly or not.
Daryl then finds Merle in the boiler room. Merle reflects on how the group despises him, but points out that Rick is no better for agreeing to The Governor's deal. "Maybe these people need somebody like me around to do their dirty work," Merle says. "I just want my brother back," Daryl replies.
While Hershel, Maggie, and Beth pray inside, Rick finds a cable outside to bind Michonne. Lori appears on the catwalk. "You're not there," he mutters, cradling his head. When he looks up, Lori is still there. He throws the cable away and leaves. Rick enters the cell block where they are praying, and pulls Hershel aside. He declares that the deal is off.
Meanwhile, Merle takes Michonne to the tombs under the pretense of clearing out walkers. He then knocks her unconscious, drags her to the boiler room and binds her wrists. A while later, Merle walks Michonne down an abandoned road and explains The Governor's proposition. He says Rick would never have gone through with it. "But not you," she says.
Rick and Daryl search for Merle and Michonne, concluding that Merle abducted her. Daryl leaves to track them down.
Meanwhile, Merle tells Michonne that this is his chance to save Daryl and the others. Michonne notes that Merle has a conscience, but Merle disagrees: "I've killed 16 men since all this went down," he says, although it is obvious this was all since he met The Governor and was brainwashed by him.
Back at the prison, Glenn asks Hershel for Maggie's hand in marriage. Hershel gives his blessing.
At an abandoned motel, Merle tethers Michonne to a post while he hotwires a car. He accidentally triggers the alarm, attracting walkers. While he is trying to turn it off, a walker attacks him. He was almost bitten, but managed to kill the walker. Merle and Michonne jump in the car, and drive off. In the car, Michonne tells Merle that the prison group would have eventually welcomed him, but he chose to be an outsider. He calls her an outsider, too. "Maybe," she says, "but once The Governor's done with me, at least I won't have to live with myself."
At the perimeter of the prison, Glenn scans a group of walkers at the fence. He finds a female and cuts off two of her fingers.
Back in the car, Michonne wonders why Merle wants to help The Governor when he's the one who turned Merle into a killer. "You know we can go back," she says. Merle stops the car, cuts her bindings and sets her free. "I got something I gotta do," he says before he drives off alone. Daryl later runs into her on her way back to the prison, who tells him Merle let her go. He tells her not to send help and continues on after Merle.
In the car, Merle drinks a bottle of whiskey as walkers mob the vehicle. He blasts loud hard-rock on the stereo and slowly drives down the road, letting walkers gather in his wake. He arrives at The Governor's meeting spot and rolls out of the moving car with a rifle in hand before stealthily taking shelter in a nearby building. The Governor and his men investigate the source of the blaring music. They soon find it is coming from the car, which has now managed to roll into the middle of the feedstore's courtyard; dozens of walkers clinging around it and lurking towards it from behind. They begin shooting at the oncoming threat, becoming confused and unorderly as they do so, and the numbers of undead begin to advance on their positions.
Amid the gun blasts, Merle finds a decent sniper's position in the shadows and quickly and unpredictably opens fire on The Governor's men while they are forced to waste their valuable ammunition and attention on the advancing hordes, leaving them downed and helpless against the approaching walkers. After losing at least seven of his men, The Governor steps outside, gun in hand, to angrily deal with the infestation himself. Merle aims at the now vulnerable Governor but accidentally hits Allen's son Ben, who gets in the way at the last second while providing covering fire. The remaining gunners gradually begin to catch on to Merle's plan, and Matinez orders them to check over by the entrance to the building Merle is shooting from.
A walker attacks Merle from behind, who he stabs and tackles to the ground, and they tumble outside where he's discovered. Martinez and the surviving Woodbury soldiers start to kick and immobilize Merle while he's down, until The Governor runs up and carries him back into the building, ordering they "leave him to me". The Governor viciously and barbarically beats and cripples Merle, kicking him multiple times, breaking his right arm, snapping his back against a table, and bites off his fingers before head butting and choking him shortly. He lets him go and begins pacing backwards. "I ain't gonna beg; I AIN'T BEGGIN' YOU." Merle says weakly, mimicking the words he said when praying to God when he was trapped on the rooftop in Atlanta. The Governor responds with a heartless "no", raises his gun and shoots him off-screen just as the camera cuts to black.
At the prison, Glenn finds Maggie alone and places an engagement ring in her hand that he had managed to take from the walker outisde the prison fences. She smiles, accepts the token of affection, and they kiss, now a married couple.
Rick gathers the group and discloses The Governor's offer. "I couldn't sacrifice one of us for the greater good because we are the greater good," he says. "I'm not your Governor. We choose to go. We choose to stay. We stick together." He concedes that he doesn't want to be the only person making decisions for the group anymore.
From the guard tower, Rick watches Michonne making her way back to the prison, smiling to see that Merle had done what he had hoped for by himself.
At the feed store, Daryl scouts the area and kills a few spare walkers before coming across one with a bullet wound in it's heart, Merle. Daryl breaks down in tears at the sight of his ruined brother. When Merle tries to attack, Daryl tearfully stabs him in the head multiple times out of rage before falling to the ground, sobbing at the loss of the only family member he had left. The episode ends with him staring in misery at the now-finished corpse of his brother.
- Travis Love as Bowman
- Daniel Thomas May as Allen
- Tyler Chase as Ben
- Dango Nguyen as "Mean Guard" (Credited as "Guard")
- Adelaide and Eliza Cornwell as Judith Grimes
- Lauren Henneberg, Coleman Youmans, Jacque Tenpenny, James Barker, Ashe Johnson, and Jeremiah Scott as Walkers
- Last appearance of Merle Dixon.
- Last appearance of Ben.
- Last appearance of "Mean Guard".
- The name of this episode refers to Merle accepting that he cannot be a part of Rick's group and knowing there is no place left for him to go.
- Merle becomes the fourth main cast character to die.
- This episode marks the end of the 'Ricktatorship' which begun at the end of Season 2.
- The outfit Lori is wearing on the overhead catwalk, during Rick's vision while he collects the wire, is the same outfit she wore on the overhead catwalk during Season: 3 Episode 1.
- The songs Merle plays to attract the walkers were "Fast and Loose" by Motorhead, "Turn It Up" by Ted Nugent and "Rock and Roll" by Led Zeppelin.
- When Merle attracts walkers to the meeting point is similar to when The Governor released walkers out of a truck into the prison yard (dubbed a "Walker Bomb" on Talking Dead.)
- Glenn cut off two fingers from a walker to obtain a wedding ring. Coincidentally, The Governor bites off two of Merle's fingers during their fight
- As said by Greg Nicotero during his and Laurie Holden's Q&A at Walker Stalker Con Chicago 2014, Merle's death was not planned during the initial writing of the season. Merle's death came up on the last seconds before the initial shooting for the episode began. Merle was supposed to be a recurring character in season 4. Nicotero also said there was a version of the episode which depicts Milton and Andrea tried to kill the Governor by putting a bomb that Milton made inside the Governor's apartment. But the writers decided to scrap it out because they felt it doesnt feel like the Walking Dead.
- According to Michael Rooker, Merle's final lines "I ain't gonna beg, I'm not beggin you!" were not directed towards The Governor but rather God.
- Michael Rooker had some input in the way Merle was killed. Originally in the script the brief scene where Woodbury soldiers gang up on and beat Merle wasn't there. The Governor simply picked Merle up after struggling with a walker, yelled "Leave him to me!" and beat him in the warehouse. The scene where Merle gets stomped on by Woodbury guards was added by Michael Rooker's suggestion, as he believed that unless he was weakened beforehand Merle could beat the Governor in a fight. Merle's final lines and the Governor's response "No" were improvised by the actors and was not in the script.
- In the scene where Merle is the in big box late 80's chevy with big 20-22 inch rims he is shown driving it in the barn yard drinking, playing music, and zombies following him. The shot changes a few times within the same scene with the big rims on, in one shot the car is shown with him driving it but the stock rims (15") are on the car, the paint of the car looks a little darker too. Then the shot changes again while he is still driving it and the big rims are on the chevy again. The shot that shows the stock rims is a pretty fast shot so it could be easy to miss.