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- Writers: Frank Darabont
- Stars: Alanna Masterson , Andrew Lincoln , Chandler Riggs , Christian Serratos , Danai Gurira , Emily Kinney , Josh McDermitt , Lauren Cohan , Laurie Holden , Melissa McBride , Michael Cudlitz , Norman Reedus , Sarah Wayne Callies , Scott Wilson , Sonequa Martin-Green , Steven Yeun ,
Michonne is intent on leaving Woodbury convinced that there is something out of place there. Andrea isn't so sure she wants to leave and on a map shows Merle the location of the farm where she last saw his brother Daryl. Back at the prison, Herschel is hobbling around with the help of crutches. Suddenly, Rick and the others are having to deal with a major attack by walkers. Someone has set off the prison siren and the group is broken up into twos and threes. Lori goes into labor leaving it to Maggie and Carl to help her deliver the baby. T-Dog and Carol have to face an overwhelming number of walkers while Rick, Daryl and Glenn try to get control of the prison yard.