Carol has just willingly walked into a zombie that Alice had chained between the two fences of the prison for study, and it has bitten her neck. She falls down, mortally wounded but not struggling or fearful. Andrea swiftly kills the zombie with her rifle. The other survivors, previously engaged in a game of basketball take notice, especially Tyreese, and rush to help her. Tyreese tries to comfort her, and tells her to save her strength. Carol tells him to let her die, and she soon dies. A distraught Tyreese asks a deceased Carol why, although he is still not sure how deliberate it was. Hershel confirms to Tyreese that he saw her just step forward and let it bite her. Carol soon reanimates and Andrea puts her down.
Carol is later buried next to Allen. Rick is upset by the addition of another member of their group to the graveyard at her funeral, and says they have lost "too many." All the survivors sadly look upon the graves as the rain pours.
Later, Hershel, Glenn, Maggie, and Billy are in their room. Billy, somewhat shamefully, admits to everyone that Carol came to him and had sex with him, immediately before committing suicide. He shakingly asks why she would do that to him. Meanwhile, Carl is trying to comfort a shocked Sophia, who is too stunned to speak or move. Lori and Rick tell Carl that Sophia doesn't want to play right now, and Carl says that he understands, and tells Sophia that he still likes her.
Two weeks later, Andrea is still sad about Carol. She's fitting the riot suit and she asks why she has to wear it. Dale forces her to use it because it saved Glenn's life. Rick says that when every attack comes, she'll be in the tower. Andrea ponders whoever thought the suits were cool.
At the tower, Andrea is practicing shooting, while wearing the suit with Rick, Tyreese, and Dale looking on. Tyreese expresses his confidence in their plan, with walkers guarding the base and Andrea as their sniper. Andrea gears off, and leaves the suit up in the tower as she enlists Tyreese to help her restock ammunition. Dale jealously looks at the two of them.
As they're restocking ammunition, Tyreese asks Andrea's feelings about shooting Carol, and she says that it needed to be done, like when she shot Amy. She says also that she doesn't understand why she did it. Tyreese says that the apocalypse has changed him, and has also changed Andrea. Andrea adds that Amy wouldn't recognize her if she saw her now. She asks how Tyreese is dealing with Carol's death, and he says that he had a girlfriend in high school who committed suicide. Tyreese says that he hates it when somebody does that, and Carol doesn't deserve his sorrow.
Later, Dale wakes up, and finds Tyreese and Andrea have made him a wooden leg, so he could walk without crutches. Dale then asks Tyreese to leave, so he could talk with Andrea. Andrea asks what's wrong and Dale says that she can sleep with Tyreese if she wants to, saying that he understands if she's bored with their relationship, since he is older and Tyreese is much younger. Andrea tells Dale that he is handsome and perfect, and that she loves him.
Glenn and Maggie are talking about Dale's "peg leg" and suddenly Maggie says that she would like to have a baby. Glenn wants one too, and they have sex. In Tyreese's cell, he and Michonne are kissing, and Tyreese praises Michonne and tells her she's been great. Michonne wants him to not ruin what they have by talking, and they have sex.
In the morning, Rick and Tyreese are talking about the Woodbury survivors. Tyreese asserts that it's been two months since Rick and the others escaped there, leading him to think that they won't come back. Rick says if they want to come here, they'd have to kill all the zombies first, and Tyreese agrees to leave the zombies be. Meanwhile, Carl wants to play with Sophia, but again, Lori says that she probably doesn't want to. Carl says its okay, and kisses her on the cheek. Patricia offers her help in watching over the kids, and Lori accepts. Meanwhile, Dale is practicing walking with the "peg leg", Glenn and Maggie are taking a walk, and Tyreese and Michonne are playing basketball.
At Hershel's vegetable garden, Rick jokingly says that he could beat Tyreese at basketball, one-handed. He tastes one of the tomatoes and says that they are great. Hershel says that they won't be able to save them for winter. Rick compliments Hershel again, calling him a "magician with vegetables," and suddenly they notice that some cars are assembling in front of their fences. The Governor comes out of a tank and yells:"Kill them all!"
- Rick Grimes
- Lori Grimes
- Carl Grimes
- Maggie Greene
- Hershel Greene
- Billy Greene
- Michonne Hawthorne
- Brian Blake
- Alice Warren
- Judith Grimes
- Woodbury soldiers
- Carol (Alive and Zombified)
- Last appearance of Carol.
- With Carol's death, Sophia is the last surviving member of her biological family.
- Although Dale lost his leg, in the cover he is seen with both of them. The same thing happens in #65.
- Although Andrea has a sniper in this issue, she is seen with a pistol on the cover.