Rick, Daryl and Glenn finally get past the two confused inmates and into the main yard and while killing zombies, Rick gets an update from Hershel and Beth, who are still safely inside that fence. Glenn slashes a walker's head in half with his machete and reports that somebody cut the chains allowing the zombies in. "You think they did it?" Glenn wonders, looking at Axel and Oscar wandering up. "Who else?" Rick spits, but his next move is forestalled by the sound of a loud alarm. Yeah, that's the one feature of a prison you don't want in a zombie apocalypse. Rick and Glenn start shooting out loudspeakers, but not enough of them. Besides, the dinner bell's already been rung and walkers are starting to gather at the outer fence. That alarm can probably be heard for miles and it's not hard to envision a scenario where the walkers show up in sufficient numbers to push the fence over. Rick waves his gun at Oscar, who babbles an explanation about how the backup generators must have kicked on. But how could that happen unless somebody had a can of gas somewhere? Rick's main concern is whether it's possible to open the main gate electronically, but Oscar's not sure. They drag the prisoners off to go investigate.

Fleeing through the prison's catacombs, T-Dogg is giving Carol directions back to their cell block. Good thing he was along on Rick's zombie-clearing expeditions and knows the way. Carol is offering to help him out with his little problem; "It's the pact, remember?" but T-Dogg maintains that God will take care of him. "He always has." Well, until a few minutes ago.

Lori, Carl and Maggie are also fleeing through the halls, and they're confronted by an oncoming herd of zombies and, for maximum inconvenience, the beginning of Lori's labor at the same time. And of course their retreat is cut off by another herd behind them, as it always seems to be. Carl leads them into a room with a door he has trouble shutting, which turns out to be the boiler room. They hole up there and wait for the herds -- and Lori's latest contraction -- to pass. It must have been pretty hard for the writers to come up with a horrible place to have this baby that sitcoms hadn't already done before.