As Rick, Glenn, Michonne, Alice, and Martínez arrive at the prison, they see that it is overrun by zombies. Glenn panics; he wants to save Maggie by taking the car but drives it into a wall. Others are covering Alice, as she rescues Glenn from the car. A zombie almost gets Rick, and he shoots it. He then sees a reanimated Otis lying half eaten on the ground.
Dale and Andrea are hiding in the RV, but after a while come to help the others. Dale says that he saw Otis get attacked and Hershel get bitten. Everyone else is in the C-block. Martinez saves Andrea and introduces himself, while, in the meantime, Glenn wakes up. After which they all make a run to the C-block except Dale and Andrea who go to a guard tower to pick off the roamers.
Rick bangs on the door which Hershel opens. After they all make it in, Rick asks Hershel if he was bitten, but he responds that he just caught some friendly fire. Carl and Lori are also in the C-block and as Rick tries to hug Carl, he gets frightened when he notices Rick's missing hand. Lori and Carl are upset and ask what happened, and Rick just reassures them that he wasn't bitten. Rick says to Tyreese that he should gather everyone up to kill the roamers. Tyreese tells Rick, that he should sit this one out, because of his missing hand.
Four days later, Glenn and Maggie are having good time, when suddenly Glenn smells smoke. He goes to find the source and finds Axel and Tyreese are burning the bodies. He then asks them to not burn the female corpses. Axel and Tyreese decide to fulfill his odd favor. Meanwhile, Alice is checking Lori's baby. She says that the baby is fine, but she's not sure of the date of the birth. Outside, Andrea sees Michonne talking to herself again. As Glenn is checking the bodies, he finds what he's been looking for; a wedding ring.
Rick and Carl take a walk around the premises. Carl is afraid of the bodies, and says he wonders if some of them are still dangerous. Rick, however, says it's safe. Suddenly, Rick remembers Martinez and asks about him. Tyreese says that he hasn't seen him in hours. Rick then realizes that Martinez is going back to Woodbury to bring The Governor to the prison.
- Rick Grimes
- Lori Grimes
- Carl Grimes
- Maggie Greene
- Hershel Greene
- Billy Greene
- Michonne Hawthorne
- Caesar Martínez
- Alice Warren
- Otis (Zombified)
- Otis (Zombified)
- Last appearance of Otis (Zombified).
- Robert Kirkman explained of the 25,000 print run of Issue 35, there were 1,500 copies which had an error where page 21 printed twice and page 22 was not printed at all.
- This is one of the few issues to not feature any human characters, living or dead, on the cover.
- Issue 38, page 27, "Letter Hacks".