Maggie leaves Hershel's cell to have a whispered conversation with Glenn where she regrets letting Hershel come along on that last expedition and Glenn says it could have happened to anyone. She's already wondering what they'll do without him. And even if he survives, "He can't even walk. All we do is run." This explains why Maggie reacted to the sight of Hershel's bite as though he were already dead. Maggie accuses Glenn of expecting it as well, having figured out exactly why he's been hanging around, but Glenn says he's just prepared, and then sends Maggie to go check on Beth. Sure, Beth could use a ray of sunshine right now.

Maggie finds Beth already altering Hershel's pants, because God forbid he have to go tripping around in ill-fitting trousers after expiring of blood loss and joining the hordes of the undead. Maggie tries to keep Beth from getting her hopes up, maybe so she'll try to commit suicide again.

T-Dogg and Rick return with the first armloads of imperishables and after getting a status report from Lori on Hershel's condition (bleeding under control, labored breathing, still unconscious, but miraculously no fever), asks Glenn to put Rick's handcuffs on Hershel. Lori then follows up with Rick in private on the prisoners, and his plan and how he only saw one gun among them. "I don't know if it's gonna work," he admits, adding that his only other option is to kill them. "If that's what you think is best," she says. "You say this now," Rick smirks, which kind of cracks me up and is more than fair given her reaction to Rick's news that he killed Shane just like she hectored him to. Lori tells Rick she knows he's not a killer, even if she's a shitty wife and mom. "So do whatever you gotta do to keep this group safe and do it with a clear conscience." Until she changes her mind again.

Rick, Daryl and T-Dogg are gearing up with the inmates and their hand tools to prep for their incursion. The leader asks why he can't use his gun and Daryl explains to the n00bs how it's a last resort, due to how the noise attracts the walkers and gets them all worked up. Also, that's a six-shot revolver genius. Rick says they'll go in pairs, with Daryl and T-Dogg on point and himself in the back with the littlest inmate. He warns them to stick together and to go for the brain. It's not yet clear whether any of them actually listen, but it'll become clear later.