Rick and the others must rescue Glenn when he's kidnapped in Atlanta, and the survivors find that the camp may not be as safe as they once thought.
The episode starts with Andrea and Amy on a boat fishing. They start talking about how their dad taught them how to fish back in the days. As they continue to talk about how their father taught them fishing they begin to reminisce about their father in general and eventually they realize how much their father cared for the two of them. The camera pans over the Lake that the two are fishing in and then we see Dale standing on top of the RV scouting for the area Walkers. He eventually sees Jim digging and decides to investigate. The next shot is of Jim digging holes for some unknown reason.
In this scene, we see the continuation of the ending of the last episode as Rick, T-Dog, Daryl and Glenn circle around the sawed-off hand of Merle. After a while, Daryl points his crossbow in anger towards T-Dog making Rick point his revolver at Daryl to prevent him from killing T-Dog. After Rick calms Daryl down, Daryl grabs Merle's hand and puts it in a handkerchief and places it in Glenn's bag. They then continue their search for Merle.
Back at camp, Dale confronts Jim and begins to questions why he is digging holes. Dale tries to convince Jim to stop digging and have a drink but Jim doesn't reply to Dale. Back to Atlanta, where the four survivors continue their search for Merle. They wonder through the building and find that Merle has been able to make it past some of the Walkers with only one hand. Andrea and Amy bring back fishes for the survivors back at camp. Carl ask Amy and Andrea if they could teach him how to fish and Amy says yes as long as Lori is ok with it. Dale comes back and informs the survivors of what is happening with Jim.
The four in Atlanta continue to look for Merle by following his blood trail. They find out that Merle has stopped himself from bleeding by cauterizing his wound and escaped through the window out into the streets of Atlanta. Daryl attempts to go look for Merle by himself but Rick reminds him that they need to stick together to survive. T-Dog is only willing to go look for Merle out in the open if they retrieved the bag of guns that Rick lost when he first arrived in Atlanta.
Shane and the rest of the survivors back at camp confront Jim. Shane begins to question Jim on why he is digging holes. Jim replies that he isn't hurting anybody. Lori then tells Jim that he is scaring everyone at camp. Jim says that everyone should just leave him alone. Shane tells him to stop or else he will make him stop and then Jim begins to bring up what Shane did to Ed and then questions why Shane was named the leader of the camp. Shane then attempts to take the shovel away from Jim but Jim defends himself and ultimately is pinned by Shane onto the ground. Jim is handcuffed and begins to remember how his wife and kids were killed by the Walkers. He remembers how the Walkers just appeared out of nowhere and that the only reason he escaped was because the Walkers were too busy eating his family.
In Atlanta, the four discuss a plan to get the bag of guns. Glenn volunteers to retrieve the guns by himself and creates a plan where Daryl waits in an alley outside the building their in to escort him back when he retrieves the guns. He places Rick and T-Dog at another alley so that if he could not make it back to Daryl, he would have an alternate route to bring the bag of guns back. Glenn begins to sneak through the streets to retrieve the guns while Daryl waits for him in the alley as planned. As Daryl waits he hears someone behind him and turns around to finds a young man, Miguel, behind him and begins ask him where Merle is. Miguel starts yelling, eventually getting the attention of Rick and T-Dog as well as two other men, one of which is Felipe, that come to the aid of Miguel and beat down Daryl. Glenn retrieves the bag of guns and returns to Daryl as he is being beaten down. The two men see that Glenn has the bag of guns that they need and attack Glenn in an attempt to steal the bag of guns from him. Daryl shoots Felipe in the ass with his crossbow as a Van pulls up to escort the two men. They drive off with Glenn leaving Daryl, Miguel and the bag of guns in the alley. Rick and T-Dog finally arrive on the scene and all of them escape as Walkers begin to swarm the alley.
Jim is tied up back at camp as Shane gives him some water to cool off. Dale ask Jim again why he was digging and Jim replies that he can't remember why he was digging anymore but he had dreamt about it. Jim tells Carl not to worry about his father because he is probably trying to help some people in Atlanta and that his father is tough as nail. He then tells Lori to keep her son close by and to never let him out of her sight.
Rick begins to interrogate Miguel. Daryl begins to threaten to cut off Miguel's foot if he doesn't cooperate and shows him Merle's hand as evidence of what he is capable of. Miguel then leads them to the hideout where his friends are. The three of them are confronted by Guillermo, the leader of the gang that occupies the hideout. Rick attempts to trade Miguel for Glenn but Guillermo doesn't deem the trade a fair one and gives the three two options: "You come back with Miguel and my bag of guns, everybody walks. You come back lock and loaded, we'll see which side spills more blood."
After careful consideration and hearing from both Daryl and T-Dog, Ricks decides to not give Guillermo the guns and instead head into the hideout "locked and loaded". They return to the hideout with Miguel and enter the hideout. Rick tells Guillermo that he won't give over the guns. He returns Miguel back to him and ask for Glenn back. Guillermo doesn't give him back but instead tells Rick that he plans to chop Glenn into pieces and feed him to his dogs. The two groups engage in a standoff but during the standoff, Felipe's grandmother, Abuela, comes out and informs Felipe that Mr. Gilbert needs his medicine. Abuela ask Rick not to take Guillermo away and as what he wants. Rick tells Abuela that he isn't going to take Guillermo but that he is helping him look for Glenn. Abuela recognizes the name and she shows them where he is. She takes them through the building where Guillermo is treating the elderly during this crisis.
Rick finds Glenn unharmed as Felipe helps Mr. Gilbert with his medication. Rick and Guillermo have a talk where Guillermo explains how they are helping the elderly at their hideout and how all of Guillermo's crew are all relatives of the elderly. Rick gives the bag of guns to Guillermo and the four head back to camp but find that their Van is gone. Daryl assumes that Merle has taken their Van and has headed back to camp with a vengeance.
Back at camp, Andrea informs Dale that is it Amy's birthday tomorrow and is looking for some wrapping paper to wrap her gift in. Jim is released and allowed to eat dinner with the rest of the survivors. We get a glimpse of Ed's bruised face. Sophia leaves Ed some food and Ed ask her to stay but Carol takes her to join the rest of the survivors for dinner. We see the survivors having dinner while Dale is questioned about his watch and his obsessive behavior with it. He explains that he uses his watch the forget time rather than trying to "conquer" it.
Amy heads to the washroom and Ed hears noises in the bushes outside his tent. Ed opens his tent and sees Walkers and is swarmed by a bunch of them and eventually is killed. As Amy steps out of the washroom, she is bitten by a Walker and eventually the camp is swarmed by Walkers. Shane and the rest of the survivors attempt to defend themselves from the hordes of Walkers that have suddenly invaded the camp. The four return from Atlanta to the sound of gunfire and screaming and assist the survivors at camp. Many of the survivors end up dying during this event including Amy.
The episode ends with Amy looking into Andrea's eyes as she lies on the ground slowly dying. She eventually dies and Andrea cries out for her while the remaining survivors look at the both of them. Jim remembers his dream and why he had been digging those holes.