Rick's still hanging out in the boiler room when Hershel comes stumping in, asking to sit down. Rick somehow gets Hershel a chair without acing like he's remotely welcome. Hershel opens the conversation by saying says he still feels his missing leg. Rick says he's sorry, so Hershel reminds him that he saved his life. Which is why, at this exact moment, Rick is sorry. The ice thus broken as broke as it's going to break, Hershel quickly changes the subject to Lori, telling Rick that she was sorry and had planned on telling Rick as much, and that after all he's done for them, he can take as much time as he needs. Rick says this isn't safe enough, but Hershel says there's no place better. So Rick tells Hershel about the phone call from a place that's even safer. Hershel picks up the handset and listens (without commenting on what, if anything, he hears), and Rick asks him not to tell the group yet. Hershel offers to sit with him, but Rick Can Do It All By Himself.

Merle and Neil run through the woods. Michonne materializes behind them, and Merle just barely pushes Neil out of the way before Michonne bisects him as well. He quickly disarms her with his knife and bayonet, and they grapple while Neil freaks out about the slash in his chest. Now here come three walkers out of nowhere. Michonne slashes wildly at one from the ground, but all that does is spill all its guts out on top of her. So, you know, gross. Neil manages to get his shit together at last and kill one from off of Merle, but by the time Merle kills the second, the third is dead and Michonne is gone. Again.

Daryl, Oscar and Carl are working the prison hallways. There's something breathing behind a mostly blocked door, but since it seems moribund, Daryl says they'll take care of whatever's inside on the way back. As Oscar hangs back, Daryl tells Carl a long, sad story about the day he was out playing with the other neighborhood kids and his mom incinerated herself by smoking in bed. So like Carl, Daryl had nothing left of her. Carl responds to this bout of understanding by announcing, "I shot my mom." He says that he ended it and it was real. "Sorry about your mom," Carl says. Daryl says, "I'm sorry about yours." Yeah, I think Carl won that one.