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.
The Governor leads Andrea into Milton's lab, where a record is playing, paintings hang from the ceiling, and Milton is spoon-feeding a sick old man in a bed. The Governor leaves Andrea with Milton and Mr. Coleman, and for now Andrea just runs the record player at Milton's instructions while Milton works a singing bowl and then interviews the old man, who is so far gone he can only answer by raising his right hand in response to correct statements, which include, in their entirety, the fact that the man is Michael Coleman, once married with two kids. He whispers to Milton, asking if they can keep the record playing while they wait.
Glenn is trying vainly to loosen the duct tape binding his arms to the chair when Merle returns, now leading a walker in a neck-snare, inviting Glenn to put himself in Merle's shoes back in Atlanta as he lets the walker slaver away at Glenn. He asks one more time where the group is and when Glenn still doesn't answer, he releases the snare and leaves the two of them in there alone. "You know what they say, he's gonna be hungry again in an hour," he quips on his way out. From the chair, Glenn manages to kick it away and get on his feet, using the chair he's still taped to to fight off the walker, before finally smashing the chair against the stone wall and using a splintered armrest to skewer the walker through the skull. And then he gives a roar that I'm sure must be very reassuring to Maggie in the next room.