In his secret room, The Governor opens Penny's cell. She runs out but is stopped short by a chain around her neck. He sings a lullaby and caresses her as she snarls at him. He then realizes that Penny is staring at the meat in the bucket and not him, "Look at me, baby," he says. Getting no response, he yells in frustration and thrusts her back in the cell.
In the interrogation room, Caramelo asks Maggie if Marcelino or The Governor did something to her, but she doesn't answer and just sneers at him. Maggie then asks him how he could have been so weak. "If something happens to my dad, to Beth, to all of them,... it's gonna be your fault".
The Governor tells Marcelino about his plan to wipe out Daniel's group and let walkers repopulate the prison. The Governor orders Marcelino to bring Caramelo and Maggie to the "screamer pits" before Johanne finds out about them.
Meanwhile, Marcelino goes to collect Caramelo and Maggie with a group of soldiers.
Daniel and the rescue team are able to find the warehouse where Glenn and Maggie are being held. Daniel releases a smoke grenade, enabling the group to escape with Caramelo and Maggie. As gunfire erupts in the street, The Governor tells residents to hunker down at home. He tells his men "We are under attack, don't take chances, try to take prisoners, but shoot to kill." Among the soldiers we see Renato, Dylan, Ribau and Natacha. Leonardo and Hanna are seen taking Johanne to their home. We are able to see Adriana running to her home and Marialex is seen doing the same, with Carla and Andrea, another former classmate of Johanne and Daniel.
The rescue team regroups in Woodbury's distribution center, where Caramelo tells Daniel that Marcelino is alive and working for a man who calls himself The Governor. "He was gonna execute us," Caramelo says. Daniel tells him that he already knows about Marcelino. Gonçalo wants to find Marcelino to try and convince him to let them go, but Daniel insists that he stay by their side. Gonçalo still sneaks out, to search for Marcelino.
As they escape, a blond, young girl called Catherine, probably another student evacuated by the military, shoots Kiko dead. Daniel guns her down only to realize that he knew her, confused, he shoots her in the head to prevent reanimation. Maggie shoots Kiko in the head to prevent reanimation as well. The group climbs over the wall and hides in the bushes to plan their next course of action, although Gonçalo is still missing from the group.
Back at The Governor's apartment, Gonçalo discovers his secret room and unchains Penny, thinking it's his daughter and he locked her up, before realizing she's a walker. As he positions his knife to kill Penny, The Governor comes in. "Don't hurt my little girl!" he pleads. Gonçalo, disgusted, stabs Penny in the head. The Governor, overwhelmed with grief and anger, then attacks Gonçalo in a rage. As the two grapple, Gonçalo smashes his walker head aquariums and pulls them off the shelf. The Governor is choking Gonçalo as he manages to grab a shard of broken glass and stabs him in the eye, and runs away.
Johanne, Hanna and Leonardo join Natacha outside, where Natacha and other residents of Woodbury watch while a girl cries near Catherine's body. "Barbara, I'm really sorry" Johanne tells her, with a tear falling from her eye. Two girls, named Phillipa and Jenna take Barbara back to her house, as she keeps crying.
In the arena, The Governor addresses the town's citizens, declaring that Woodbury was attacked by Daniel's group (whom he calls, "terrorists") and accuses Marcelino of betraying the people of Woodbury. His men drag Gonçalo into the arena as proof of Marcelino's complicity, telling the people of Woodbury that Marcelino and Gonçalo were old friends and Marcelino was helping them. "Kill them!" the crowd chants. Johanne stares at Gonçalo, stunned.
"You wanted your friends," The Governor tells Marcelino, "you got one of them." The bloodthirsty townspeople cheer as the episode fades to black.
- Penny (Zombiefied)
- Many unnamed Woodbury Soldiers
- First appearance of Andrea.
- First appearance of Barbara.
- First appearance of Jenna.
- First appearance of Phillipa.
- First physical appearance of Carla since Season 1 in the episode "Days Gone Bye".
- First (and last) Appearance of Catherine.
- Last appearance of Kiko.
- Last appearence of Penny.
- The name of this episode shares the same name as the eighth volume of the Comic Series, though there are a few distinct differences between the two:
- In the Comic Series, the clash between the prison group and Woodbury occurs in the Prison. In the TV Series, the fight takes place in Woodbury.
- In the Comic Series, Johanne is fighting alongside the prison group. In the TV Series, she's in Woodbury.
- This episode actually contains more similarities to the sixth volume, This Sorrowful Life.
- This episode's cover features Maggie.
- Besides the correlation to the Comic Series, the title of the episode could also relate to how The Governor feels after losing his daughter. It may also refer to The Governor's eye being gouged, or the Woodbury survivors and Kiko being killed.
- The lyrics to the song that The Governor sings to Penny are from the old nursery rhyme, "Bye, Baby Bunting."
- This episode serves as the end of the first half of Season 3.
- This is the second episode to feature the same name as a Volume of the Comic, being preceded by "Days Gone Bye", and succeeded by "This Sorrowful Life".