Nothing is known of the factory's history before the outbreak.
With night falling, Michonne has her group take cover in the abandoned factory for the night rather than pressing on to the Hilltop. While most everyone is sleeping, Michonne destroys Luke's Stradivarius with her katana after mistaking it for a weapon. As the others go back to sleep, an annoyed Luke discusses with Michonne and Siddiq the importance of art and music to civilization.
In the morning, Michonne prepares to depart from the group to return to Alexandria alone while Siddiq tries to change her mind, revealing the departure of Maggie from the Hilltop. Touching the floor, an alarmed Connie feels the vibrations just before D.J. runs in to warn of an approaching herd.
Rushing outside, the group battles swarming walkers and Michonne finally agrees to allow D.J. to return Magna's group's weapons. Part of the herd begins going for the horses and the wagon and Yumiko orders everyone to split up as they can't circle up. Yumiko drops a metal roof in front of the horses to protect them with an arrow while the rest begin clearing a path, taking out walkers that threaten each other. Michonne suddenly announces that they are fighting the same herd that had destroyed Magna's Rig and draws the group's attention to an undead Bernie making his way towards them. As Bernie's friends watch him heartbroken, Michonne puts him down and the group departs.
- Bernie (Zombified)