At the start of the episode, a group of zombies can be seen feeding on a dog.
As a horde of zombies wanders across the highway, the survivors take cover underneath the various cars scattered around. Daryl ambushes one zombie from behind, stabbing it with a knife through the base of the skull.
Andrea is trapped in the RV with a zombie, but Dale is on the roof and drops a screwdriver through the skylight which Andrea uses to stab the walker repeatedly in the eye socket.
Two walkers go after little Sophia, who runs off the road and into the nearby woods. Rick goes after her and finds her a hiding spot near a small creek where she stays while Rick dispatches the zombies. Rick lures the walkers away from Sophia then kills them both by bashing their skulls in with a rock. However, when Rick goes back for Sophia, she is nowhere to be found.
While searching for Sophia, Rick and Daryl find and kill a lone zombie. After killing it, they tear open its belly to determine what it last ate, fearing it might have killed Sophia. It turns out the zombie ate a woodchuck and was never near Sophia, but the girl's whereabouts are still unknown.
The group search the woods again for Sophia the next day. They find a tent in the woods, but no Sophia. Just the corpse of an unknown person who chose to take his own life.
The group happen upon a small church after hearing bells ring. The bell was electronic, on a timer, and the only people in the church are three walkers that Rick, Shane and Daryl dispose of.
Rick, Shane and Carl find a deer in the forest. As Carl moves closer to the grazing deer, a gun goes off and the deer falls to the ground dead. The bullet went straight through the deer and also hit Carl.
Otis and Shane are cornered by zombies in an abandoned high school whilst trying to find medical equipment needed to save Carl. While stuck on the bleachers in the school gym, they formulate a plan to get out which begins with Otis shooting three zombies with his hunting rifle.
As a legless zombie reaches for Otis, Shane takes it out with his rifle.
Shane takes down three more zombies as the horde chases after Otis.
Shane climbs out a window but another zombie reaches out for him before he drops down to the ground. Shane is able to pull his sidearm from his holster and kill the zombie, but ends up making a bad fall and sprains his ankle.
Shane shoots another walker after making it out into the schoolyard.
Shane is cornered in the schoolyard with three walkers approaching him and behind him a whole swarm of them are pushing down the fence. Shane is saved by the timely arrival of Otis who shoots the three zombies closing in on Shane.
Otis and Shane kill at least five more zombies as they hobble back to the van.
The group find a zombie in one of the wells on the Greene Farm. Hoping that the well may still be usable, they decide to try and get the zombie out. Glenn is lowered into the well and manages to get a rope around the bloated creature. The group almost manages to get it out, but it gets stuck at the well's edge and it suddenly tears in half with the group's last pull, sending its lower half and most of its guts falling back into the well. T-Dog then hammers the zombie's head in.
A severely wounded Daryl lies at the bottom of a hill and starts hallucinating that his brother Merle is mocking him. When Merle starts shaking him, Daryl snaps out of it and sees a zombie about to take a bite out of him. He comes to his senses and fends off the walker, bashing its head in with a branch.
Another walker approaches Daryl, but he manages to load his crossbow just in time and shoots the creature.
Unknown to Rick's group, the Greenes have a horde of zombies locked up in their barn. At the start of the episode, Patricia goes into the barn via the hayloft and dumps several live chickens into the barn for the zombies to feed on.
Maggie and Glenn go back to the pharmacy in town and Maggie is attacked by a walker. Glenn takes a metal shelf from one of the racks and almost decapitates the zombie, but it gets up again. Glenn finishes it off with a hatchet.
Shane and Andrea get attacked by a mob of walkers while looking for Sophia in the village. As they make their way back to the car, they shoot at least ten of them.
Convinced that the undead are merely sick, Hershel has been wrangling up those that have wandered on to his land and locking them in his barn. After Glenn finds out and tells the rest of the group, they start to debate on what needs to be done to ensure their survival.
Hershel and Rick return to the farm after wrangling up two zombies from the swamp. Shane decides to prove to Hershel that the zombies aren't human any more and shoots one several times without it falling down to make his point. He then shoots the zombie in the head once the message has gotten across.
Shane hacks off the locks on the barn doors, releasing all of the zombies inside. Over a dozen shamble out - including the now-undead Sophia - and Shane and the others gun them all down.
The episode begins right where the previous episode finished as Rick's group and the Greenes stand over the bodies of the zombies they just put down. Beth kneels over the body of her mother Annette to mourn, but Annette is still "alive" and attacks her. T-Dog finishes Annette by driving a scythe through her head.
Lori takes a car into town to find Rick and Glenn but takes her eyes off the road just as a walker stumbles into her path. She runs down the walker and then the car crashes, though she manages to survive.
Dave - A survivor from Philadelphia portrayed by Michael Raymond James. He and his friend Tony arrive at Patton's Bar where they encounter Rick, Glenn and Hershel. After exchanging stories and enjoying a drink, Dave deduces that Rick and co. must be sheltering at a farm nearby and tries to convince Rick to let him and his group stay with them. Rick tells Dave there isn't enough space or supplies to accomodate anyone else, and so Dave reacts aggressively. He's about to draw a weapon from behind the bar but Rick shoots him first.
Tony - Dave's companion portrayed by Aaron Munoz. Rick shoots him along with Dave.
Lori recovers from the car crash just as a zombie is breaking through the windscreen. She finds a pen in the back seat and jams it into the walker's eye socket.
Another walker attacks Lori as she gets out of the car, but she manages to recover her revolver and shoots the creature.
Sean - A member of the same group of survivors that Dave and Tony belonged to. He and two others arrive at the bar to try and find them, but Rick tells them he had to shoot them after they pulled on him. A shootout ensues and Hershel shoots Sean in the leg, crippling him. Then, walkers appear and they start eating him.
Hershel shoots one of the walkers attacking Sean.
After Randall - one of Sean's group - is injured, his agonised screams attract more zombies. Glenn shoots two of the approaching mob.
Rick shoots at least two more zombies before wrenching Randall's impaled leg off of the iron fence so he can save him.
Rick and Shane arrive outside an empty police station where they plan to let Randall go. A lone zombie is wandering around the courtyard and Rick cuts his finger, the blood luring the zombie towards the fence. Rick then stabs the zombie in the face through the fence.
A fight erupts between Rick and Shane which attracts the attention of a zombie inside the station. It climbs out the window but Rick wrestles it down and stabs it in the head.
Randall manages to free himself and he stabs an approaching walker repeatedly in the head.
Rick falls down and two zombies come at him. He shoots them both but a third zombie throws itself down on him, but struggles to get him with two corpses in the way. Rick can't line up a shot and so he stuffs his gun into the mouth of one of the dead zombies on him and fires through it, blasting the third ghoul in the process.
Shane gets trapped inside a bus and a mass of zombies try to force their way in. To distract them and thin them out, Shane cuts his hand and smears blood on the edge of the door. As the lead zombie turns to lick at the blood, Shane stabs it in the head.
Shane stabs another walker in the head, but his knife gets lodged in its skull and the creature falls backward so Shane can't retrieve it.
Rick and Randall get back to the car then drive back to save Shane, shooting several zombies trying to get inside the bus.
Randall runs over a zombie's skull as the trio make their escape.
Dale finds one of Hershel's steers disembowelled in a field. The zombie that killed the steer is still nearby and takes Dale by surprise. Daryl and Rick arrive and Daryl jumps the walker and stabs it in the head, but not before Dale has already been mortally wounded. Carl is horrified to find out that the walker that killed Dale is the same one he had teased in the swamp.
At the start of the episode, Shane, Andrea, Daryl and T-Dog come across several zombies in a field eating a steer. T-Dog clubs one in the head, Daryl shoots one with his crossbow, Andrea shoves a pitchfork through another's chin and Shane takes down one more with a shovel.
The group kill the last three zombies devouring the steer. Daryl shoots one with his crossbow, T-Dog gores another with a pitchfork. The group beat the last zombie to the ground before Shane scalps it with a shovel.
Rick and Carl are pursued by a massive herd of zombies on their way back to the farm. Rick tries to take out as many as he can by luring them into the barn. After soaking the hay with gasoline and getting up to the rafters as the herd breaks in, Rick tells Carl to drop a lighter on to the gas-soaked ground. The hay and all of the zombies that came inside are set ablaze as Rick and Carl escape through the rafters.
Daryl drives up to the fence and starts gunning down walkers, taking out at least two to start with.
T-Dog drives the pickup by the fence while Andrea starts shooting walkers.
Glenn shoots several zombies while riding with Maggie in her car.
Daryl kills several more walkers as they tear down the barbed-wire fence.
As Jimmy is killed by the walkers, Rick and Carl run away and Rick takes down another six of the undead.
Andrea, T-Dog, Maggie and Glenn continue taking down zombies, but it becomes clear that there's too many of them.
T-Dog doubles back toward the farm, running over a zombie as he does so.
Hershel stands his ground, taking out as many zombies as he can with his shotgun.
Andrea kills several zombies closing in on Carol and takes out another sneaking up from behind her.
Hershel continues shooting zombies until he needs to reload. One lurches up behind him and is about to bite into him when Rick suddenly shows up from behind it and shoots it.
Rick shoots another three zombies as he drags Hershel away to the Humvee.
Andrea gets left behind by the rest of the group and is forced to flee on foot, shooting many more zombies as she runs.
Most of the survivors reunite on the highway with only Andrea still unaccounted for. Before they leave, Daryl shoots one lone zombie with his crossbow.
Andrea flees through the forest with walkers flocking after her. One reaches her but she grabs it by the scruff of its neck and slams its face into a tree. When it falls down, she kicks its head in.
Andrea shoots another three zombies before running out of ammo.
Andrea pistol-whips another walker and stabs another. After tumbling to the ground, a third closes in. Andrea is saved at the last moment by a mysterious hooded figure who takes down the walker with a sword.