Right on cue, a crowd of walkers wanders into view between the buildings behind Carl, Lori, Hershel and Beth, the most vulnerable of the three groups. But Carl and Lori seem up to the task of shooting down the attackers until Maggie gets there and joins in. Rick and Daryl sprint for the gate in the inner fence while Glenn rushes to reclose the outer one. Beth leads Hershel to safety in yet another small, fenced-off area and it turns out he's already able to use his crutches not only to walk, but beat back a couple of walkers along the way. Rick, Daryl and Glenn are locked inside the dog run, and there's some fumbling with the keys while Carol and T-Dogg join the fight in the central courtyard and start taking down walkers. Maggie, Carl and Lori make it safely inside, only to encounter numerous walkers inside Cell Block C, too, so they duck behind a grate into the corridors beyond. Outside, T-Dogg manages to get an open gate closed, but not without a stray walker coming up from behind him and taking a big, meaty bite out of his shoulder. He shoots it, and then follows Carol past more walkers towards safety, like it's not moot for him now. That'll learn him to argue in favor of the prisoners.
In Woodbury, Andrea gives Merle a map circling where the farm was. Merle seems fascinated with their progress and suddenly also with Andrea's boobs. "How come we never hooked up?" he suddenly asks out of nowhere. "You called me a whore and a rug-muncher," Andrea reminds him, as though otherwise she totally would have. Merle asks why she's doing this and she says she'd want the same if it were her family. I'm still waiting for her to mention to Merle that she shot his brother in the head once. Merle wonders if she wants to come with and look up the old gang, but quickly reads that she got ditched too. "Ain't that a big ol' pig-sack," he marvels colorfully. He says they got left behind by the same people, "and saved by another." She asks if he ever thought about leaving, but Merle maintains that the Governor's a good man. "I wasn't in the best of shape when he found me. He should have just kept on going." And if you can't trust Merle Dixon as a judge of character, whom can you trust?
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.