If I didn't know better, I'd think this was a season finale. In fact I did for a while there. But let's start with the boring stuff. Andrea's already going soft after her short time in Woodbury, giving Merle a map to Hershel's farm so he can go look for Daryl, and then allowing the Governor to charm her into staying a while longer. Michonne's staying too, despite being the opposite of charmed, including by Andrea. Merle wants to follow up the lead Andrea gave him, but the Governor seems resistant. And that's about all that's going on there.
The real action is happening in the prison. It looks like it's going to be a good day, with Glenn and Maggie engaged in baby-making and the cars being organized and firewood being gathered and even Hershel back on his foot. The only problem is that the two surviving prisoners Rick banished to Cell Block D are pretty unhappy with their lot. Oh, and also the fact that a herd of walkers somehow gets in and everyone gets separated and goes into panic mode. Rick figures this is the work of the inmates, Axel and Oscar, but there's no time for recriminations; on top of everything else, the prison alarm is sounding and walkers are starting to line the outer fence. Hershel and Beth make it to safety inside a cage, while Lori, Carl, and Maggie seek refuge in their cell block, only to find it overrun as well, forcing them to flee into the corridors. While shutting the gate, T-Dog is bitten hard on the shoulder, and spends his last moments trying to guide Carol to safety, with a big, self-sacrificing finish. Rick, Daryl, Glen, Axel, and Oscar proceed into the prison to look for the others and shut down the generator, which is when they're suddenly attacked by Andrew, the Littlest Inmate, last seen being locked out in a tiny courtroom full of walkers by Rick. Turns out he was the perp all along. But despite surviving walkers, he can't survive being shot by his former fellow inmate Oscar, who appears to have picked his side.
Worst of all, however, is what befalls Lori, Maggie, and Carl. Lori picks the worst possible moment to go into labor -- while fleeing zombies. As you always knew she would. The three of them hole up in the boiler room and Maggie does her best to deliver the baby, but Lori's going to need another C-section, and they all know she won't survive it. Still, she insists that the baby needs to live, and Carl has to watch while Maggie cuts his mom open and fishes the baby out, alive and breathing. And then of course Carl has to blow his mom's brains out. So when Rick sees Maggie and Carl emerge from the prison with a totally different Grimes than the one they went in with, it's fair to say he takes it pretty hard.
Outside the prison on some foggy morning, somebody's got a gas can and a hacked-up deer carcass. The animal is dragged to a smashed-open gate, where it's used to distract a couple of walkers inside the courtyard. While they feast, the faceless figure uses an axe to smash the chain off the gate leading to the main yard, then sets the deer's heart down in the open gate. We never saw who was doing that, but I'm pretty sure it wasn't Rick.
After the credits and ads, Rick's leading the effort to get their cars inside the fence. They're also going to have a corpse-burning today. Carol, rocking a chemo-chic headscarf, figures this is too much work for her, Rick, Daryl and T-Dogg, so she wonders where Glenn and Maggie are. They're up in the guard tower, of course, where they've been apparently spending a lot of time lately working on repopulating the earth. With some mocking from Daryl, they're persuaded to come down. The jovial mood is quickly spoiled, however, when the other two inmates come wandering up from Cell Block D, where Rick banished them two episodes ago. Rick doesn't make them feel any too welcome, but they whine about how their cell block is gross and haunted and filled with the bodies of their friends, plus the fence being down on their side means they have no place to burn the bodies. Everybody can find something to bitch about if they try hard enough. The twangy southern guy, Axel, says they had nothing to do with Tomas and Andrew (thanks for telling us their names two weeks after I needed them, dude), and begs to join the group. Rick tells them they can like it in D or lump it. The taller inmate, Oscar, gets upset and says they've paid their debt and they'd rather hit the road than go back. Rick looks around his group thoughtfully.
But then we cut to the inmates being locked back on their side by Daryl, who then rejoins the others. They seem to be debating allowing them in, if you can call it a debate when T-Dogg's the only arguing in their favor. Daryl remarks that he grew up with guys like this; "They're degenerates, but they're not psychos." But he still doesn't agree with T-Dogg. Rick shares the story of a bad guy he arrested who got acquitted after selling a whole sob story and then killed someone else, and insists that their deal stands.
In Woodbury, Michonne skulks around near one of the gates. She investigates the bullet holes and the deck gun on one of the trucks the Governor brought in during the previous episode, and the fresh blood under the gun. The Governor pops up out of nowhere, saying it's too bad she and Andrea are leaving. "Seem like you're holding your own," Michonne says. "Even the National Guard was overrun." She also points out the bullet holes, which the Governor chalks up to bandits. As for Wells, the deceased helicopter pilot, the Governor says the doctor couldn't revive him so Merle shot him in the head, prior to a quiet cremation. "I figured, thank God, at least no one knew him," the Governor says. "Thank God," Michonne agrees suspiciously and stalks off. No wonder the Governor wants her to stay.