Merle tells a bloody and beaten Glenn he's tougher than he remembers, which must explain why he's lasted this long. "Shoot, I figured the way Officer Friendly abandoned people, he would have left you behind by now." Glenn says it's only a matter of time before Rick and the rest of the group come for him and Maggie, and claims there's a lot. "We've been on the road, not hiding in some dungeon," he boasts. "Rick, Shane, Dale, Jim, Andrea..." Oops. Merle chuckles at this last name and Glenn somehow senses that he may have made an error.

Hershel is stitching up Michonne's wound through the hole in her pants while she alternately pouts and eyeballs the gun at Carl's hip. "Thank you," she says when he ties it off. Pretty convincingly too, all things considered. In the cell block, the rest of the group is debating not whether to go after Maggie and Glenn, but how many of them should go. So far the volunteers to join Rick include Daryl, Beth, Axel and Oscar. They load up the Hyundai (which I guess will effectively limit their numbers) and on their way out, Michonne smirkingly asks Beth how they cleared out an overrun prison all by themselves. "There were others," Beth says in such a way as to shut Michonne up pretty good. Looks like Hershel's staying back with Carol, Carl, the baby and, after all, Beth. Rick takes his leave of Carl, saying he's sorry for what he had to do for his mom. "I had to," Carl interrupts. Rick tells him to get everyone locked into the cells and keep them safe if anything happens. Normally I'd assume we'd be seeing the last of the contingent at the prison if Carl's even temporarily the man of the house, but New Improved Season Three Carl might just be up to it, as long as nothing happens. "Take care of your sister, all right?" Rick reminds him. Carl informs Rick that Daryl christened her "Ass-Kicker," and suggests naming her Judith instead, after his third-grade teacher. Well, okay then -- so much for naming her after one of their fallen. Daryl tells Carol to stay safe. "Nine lives, remember?" she murmurs back, holding the baby. Hershel tells Rick, "Bring 'em back." Axel opens the gate for the car to exit and then closes it behind them, so I guess he's not in after all.