An unidentified person carries a dead roe deer through the forest, holding it by its legs. The smell of the animal attracts the Walkers in the courtyard. Someone threw rocks at them to get their attention. They turn around and see the roe deer lying on the floor of the courtyard. They begin to eat it. Someone cut the deer in half. The other half is hanging in the prison corridor of an opened door. The same unidentified person came out through another entry of the prison and opened the door leading to the courtyard with an axe. He then put the deer's heart on the floor next to the open the door to attract more Walkers towards the prison.

While this is going on, Kagome is inside, examining Hershel's bite. She checked him for fever and made sure that the wound wasn't festering. Kagome smiled at Hershel, "It looks good; you're healing just fine, Hershel."

"Thanks to you," Hershel said and squeezed Kagome's arm.

Kagome patted his arm and told him to rest awhile. After that, Kagome checked Lori to see how she was doing; she found her lying on her bunk in her cell, "How are you feeling," Kagome asked.

"Fine, I've been having some twinges in my back all morning," Lori said.

Kagome did a pelvic examination and determined that Lori would be giving birth sometime that day or the following, "You haven't dilated a lot yet, but you're getting there," Kagome told her.

Lori nodded, "So, take it easy for the rest of the day," Kagome told her.

"Thank you, Kagome," Lori said and laid back down.

Kagome smiled at Lori and squeezed her hand, "If you need anything, send someone to come get me."

"Okay."

Kagome left Lori and decided to go outside and get some sun. She met up with Amy and Sophia on her way down to where Rick and Daryl and the others were. They were busy bringing the cars into the prison yard so that, if necessary, they could make a quick escape, "Alright, let's get the other cars in. We'll park 'em in the west entry of the yard."

"Good. Our vehicles camped out there look like a giant "vacancy" sign!"

"After that, we'll load up the corpses so we can burn them."

"It's gonna be a long day," T-Dog said with a sigh.

At that moment, Kagome, Amy, and Sophia walked out into the yard. Rick turned around when he heard the cellblock door open, and he smiled at Kagome as she walked towards them. Kagome beamed at Rick as she walked towards him and hugged him. Rick leaned down and kissed Kagome, "How are your patients, Doctor?"

"Good, Hershel's wound is healing nicely; he can walk around with minimal pain, and Lori should be giving birth any time now."

"Good, and when she does, we'll be ready," Rick said as he hugged Kagome around the waist.

Amy, who had her arm around Daryl, looked around and noticed that Maggie and Glenn were missing, "Where are Maggie and Glenn," She asked.

"Up in the guard tower," Daryl told her.

"The guard tower? Weren't they up there last night," Rick asked.

"Leave them alone, Rick. We were in the other one, the night before," Kagome told him.

"Shh," Rick said and started to blush. Everyone around them started to chuckle.

"Glenn, Maggie," Daryl yelled.

Glenn came stumbling out of the guard tower without a shirt and buttoning his pants; everyone laughed, "You coming," Daryl asked.

"What?"

The others keep laughing, "You coming? come on; we could use your help."

"Yeah, we'll be right down."

The others walk away, laughing, but T-Dog pauses when he saw something.

"Hey, Rick."

Smiling, Rick turned around to see what was going on. His smile fell when he saw Axel and Oscar making their way over. Rick started walking towards them, "Come with me," Rick said to the others.

"That's far enough. We had an agreement."

"Please, mister. We know that we made a deal. But you gotta understand! We can't live in that place another minute, you follow me? All the bodies, people we knew! Blood, brains everywhere! There's ghosts!"

"Why don't you move the bodies out," Daryl asked.

"You should have burned them," T-Dog told them.

"We tried, and we did."

"The fence is down on the far side of the prison. Every time we drag a body out, those things just line up. So hump in a body and just running back inside," Oscar informed them.

"Look! We had nothing to do with Tomas and Andrew, nothing! You trying to prove a point? You proved it, bro! We'll do whatever it takes to be a part of your group, please, please, don't make us live in that place!"

"Our deal is not negotiable. You either live in your cell block, or you leave." Rick reminded them.

Oscar looked at Axel, "Told you this was a waste of time. They ain't no different than the pricks who shot up our boys. You know how many friends' corpses we had to drag out this week? Just throw 'em out like… Those were good guys! Good guys who had our backs against the really bad dudes in the joint like Tomas and Andrew. Now, we've all made mistakes to get in here, chief, and I'm not gonna pretend to be a saint, but believe me… we paid our due. Enough that we would rather hit that road than to go back into that shithole."

Rick looked at Daryl, who shook his head no.

Rick locked the fence, and he and the others move away to discuss letting them join the group. Most of them say no, except for Dale and Amy. Kagome stayed quiet. Rick looked at Kagome, "What do you think," He asked.

Kagome closed her eyes and flared her aura. It washed over both men, and she got a good look at their souls. Rick waited patiently, "They're sincere. Axel and Oscar are not bad men, trouble makers, yes, but evil, no. I think we can trust them."

Rick nodded, "Now what do you guys think?"

"I say we give them a chance," Dale said with Amy agreeing.

"And if they put one toe out of line-" T-Dog said.

"We end them," Rick said coldly.

The others agree. Rick and Daryl walked back towards Axel and Oscar. Rick opened the gate, "Alright, you get one chance. You do anything, and I'll kill you."

Oscar and Axel look at each other, "Fair enough," Oscar said.

Rick nodded, "Alright, you can help us get rid of the bodies," Rick told Oscar and Axel.

While this was going on, Rick and the others watched as Beth helped Hershel out of the cellblock, "I'm alright, Bethy, I'm feeling much better," Hershel told his daughter.

They walked out into the courtyard and noticed that it had been cleared of all the bodies, "You cleared all those bodies out? It's startin' to look like a place we could really live in," Hershel commented to Lori. Lori agreed with him.

As they look around the prison, no one noticed that a small herd of walkers was coming up behind them until Carl turned around, "Walkers!" Carl yelled and shot at the walkers

The others that were out in the dog run looked up and yelled. Rick and the others took off running towards the prison, while Maggie and T-Dog, who were also in the courtyard, began shooting at the Walkers. Beth and Hershel can make it back into the cellblock before the yard started to fill with Walkers. Maggie opens one of the doors leading to the prison. She wants to get a pregnant Lori and her son to safety. Lori closes the door behind her, Maggie and Carl, while Carol and T-Dog are still shooting Walkers. Rick fumbled with the keys to open the door, Kagome took them from him and quickly unlocked the door, and the others dash in.

Maggie, Lori, and Carl are walking inside the prison. They're about to go in their cell block when Maggie saw another herd of Walkers coming out of there. They go back, Maggie leading the way.

Back in the courtyard, T-Dog tries to close the gate so that the Walkers don't flood the yard. T-Dog finally latched the gate closed, but when he turned around, several Walkers have surrounded him and are closing in. T-Dog is about to shoot them when he's suddenly hoisted into the air by something. His eyes widen when he saw that a large sabertooth lion with flames licking at its paws has him by the collar of his shirt.

Once Kagome and the others killed the remaining Walkers, Kirara landed. The minute she let go of T-Dog, he scrambled away from her, "What the hell is that?!"

"Kirara," Kagome exclaimed and ran toward the Neko.

Rick reached out to stop Kagome, but she slipped through his fingers, "Kagome, don't."

"It's alright, Rick, this is Kirara; she won't hurt me."

Glenn's eyes lit up in recognition, "The little cat demon you told us about?"

"That thing ain't little," Daryl said, still having his gun aimed at Kirara.

Kirara transformed back into a kitten and meowed, then jumped into Kagome's arms.

"How did she do that," Carol asked.

Right when Kagome was going to answer, they heard the prison sirens going off. Rick and the others look around, confused, "What is that?"

"It's the prison sirens," Oscar said as he came running towards the group, looking at Kirara warily.

"We need to shut it off before they get the attention of every Walker in the area," Rick yelled over the noise.

"How do we do that," Sofia asked as she stood next to her mother.

"They're controlled by the backup generators. We need to get to them and turn them off," Oscar told the others.

"Lead the way," Rick told Oscar. The group makes their way into the prison towards the generators.

While this is going on, Maggie, Carl, and Lori are being chased further into the prison by a horde of Walkers. They finally find an unlocked door and quickly get in. Maggie shut the door and listens as the Walkers ramble by. They decided to wait a while before heading back to the cellblock when suddenly Lori gasped. Carl and Maggie turn around and saw that Lori was looking at them in alarm, "My water broke." Lori said, then groaned as a forceful contraction hits her.

"Mom!"

Carl and Maggie rush towards Lori as she started to slump against the wall, "We have to get her back to the cellblock before she has the baby," Maggie told Carl.

"It's too late. I can't make it back to the cell. I'm going to have to have the baby here."

"But, Lori, I thought that you were going to have a c-section."

Lori shook her head as she breathed through another contraction. "No, Kagome healed me; she said that I could have the baby naturally. Maggie, I need your help; I can't do this alone."

Maggie and Carl look at each other, then Maggie nodded, "Carl, bar the door, I'm going to help your mom."

Carl nodded and locked the door with his keys while Maggie and Lori moved further into the room. Maggie laid her coat down so that Lori could lay on top of it. She then helped Lori take her pants off; all the while, Lori is groaning in pain. Once she's lying down, Maggie checked Lori to see how dilated she was. Maggie looked at Lori in alarm, "Lori, you're almost fully dilated. You're going to having to start pushing soon."

Carl ran towards Lori and gripped her hand, "It's going to be okay, Mom, I'm here for you."

Lori smiled at her son; she propped herself on the wall and waited to feel a contraction so that she could start pushing. When Lori felt the contraction, she pushed with all her might and screamed. Maggie and Carl encourage her to keep pushing. After several minutes, Lori rested, then the process started all over again.

It felt like hours had passed until they finally heard the cries of a newborn baby, "It's a girl, Lori," Maggie said with a smile as she wrapped the baby in Carl's jacket.

Lori sighed in relief and rested against the wall. Maggie cleaned the baby, then handed her to her mother. Lori smiled at her new daughter and kissed her head. She looked at Carl, "Meet your new baby sister."

Carl looked at his sister in wonder then took the baby from his mother. He cradled her in his arms, then kissed her head. Carl looked at Lori and smiled. He sat down next to his mother, and Lori kissed his head. They sat there, enjoying the silence and reveling in the happiness of the birth.

Meanwhile, Rick, Daryl, and Oscar make it down to the generators and are trying to turn off the siren. Suddenly, Andrew arrived behind Rick and tried to hit him with an ax. They fight with the ax for a while, until Rick tries to shoot him. His gun fell to the ground. At the door, Daryl is forced to let the door open because the walkers are pushing it too hard, but he manages to kill two of them and close the door again. Oscar threw something at Andrew when he tried to attack Rick again. Rick got up to see Oscar pointing the gun at him. Andrew got up behind him.

"Shoot him! We can take back this prison. What you waiting for, do it! It's our house, shoot him," Andrew yelled at Oscar.

But Oscar shot Andrew in the head instead then handed the gun back to Rick. They rush towards the generator and turn it off, and the sirens stop. After that, Rick turned to Oscar and thanked him, Oscar nodded in return. They leave the generator room and head back to the cellblock.

Once Lori is feeling better, Maggie helped her up and then she checked to see if there were any Walkers. When the coast is clear, Maggie led Carl, who is holding the baby, and Lori back towards their cellblock. They're walking as quietly and cautiously as they can. Maggie and Carl do not notice that Lori is starting to lag behind, they turn when they hear Lori scream. A Walker had grabbed a hold of her and had bitten her on the neck.

"MOM!" Carl screamed as more Walkers begin to show up.

"Run! Carl run, get your sister out of here," Lori screamed as she stumbled down the hallway, leading the Walkers away from Maggie and Carl. Carl screamed for his mother but it's too late she's disappeared around the corner.

The baby started to cry, attracting more Walkers and Maggie grabbed Carl by the shirt and started leading him out of the tombs. They finally get to a cell door and get through. Maggie locked it before the Walkers could get through. The Walkers push up against the door trying to get to them, but they can't. With tears streaming down his face, Carl and Maggie turn around and head back towards their cellblock.

While this is going on, Rick, Kagome and the others made it back outside, "Where are the others," Rick asked.

"Everyone is in the cellblock except for Carl, Lori, and Maggie."

Kagome and Rick look at each other, "We have to go look for them," Kagome said.

At that precise moment, Maggie and Carl come stumbling out of the prison. Rick noticed that Carl had a bundle in his arms, but tears are streaming down his face. Kagome and Rick rushed towards them, "Carl, your mom, where's your mom."

Carl doesn't say anything, he only clung to his baby sister. Rick looked at Maggie for an explanation, "We were ambushed by Walkers and Lori was bitten. She used herself as bait and led the Walkers away from us. Rick, she's dead."

Rick started shaking his head in denial and rushed into the prison to look for Lori, with Kagome following behind him. They make their way down into the tombs, looking for Lori, what they come across is a gruesome sight. They find the Walkers kneeling, feasting on Lori's dead body. Rick screamed and started shooting at the Walkers, killing all of the ones that were there, but alerting more to their presence. Kagome has no other choice but to erect a barrier around her and Rick and let the Walkers purify themselves against the barrier.

After the Walkers have all been purified, Kagome lowered her barrier and she and Rick walk towards Lori's body. They notice the bullet wound to Lori's temple. At least she died before they ate her. Rick stared at the body for a few minutes then started crying. Kagome wrapped her arms around Rick and comforted him as he cried for his dead ex-wife. Rick clung to Kagome and cried out his grief.

After a few minutes, Kagome led Rick out of the tombs, back into the yard where the others were waiting. They looked at Rick and Kagome expectantly, but she shook her head. Carl chest started heaving and tears started running down his face. He ran towards Kagome and Rick and threw himself into his father's arms. Father and son slowly sunk to the ground and began to cry. There was nothing anyone could say, they only stood there and watched the pair grieve while they too cried for their friend.