Glenn helps Rick reach the inside of a department store where other survivors are gathered. Rick has brought a lot of Walkers to the outside of the store though. He also handcuffs racist Merle who was beating up T-Dog. Rick comes up with a plan to reach a truck which could drive them out of the city.
Rick and the others return to camp and he is reunited with his family. The next day Merle's brother Darryl returns and is furious to learn what happened. Rick agrees to go back and Glenn and T-Dog go with them. Lori yells at Shane for having told her that Rick was dead. Ed hits his wife in front of everyone and Shane viciously beats him down.
Glenn is kidnapped by a gang while retrieving the guns. Rick heads in to negotiate and discovers that the gang are protecting a nursing home. At camp Jim digs all day and suffers heat stroke. The camp is attacked by Walkers.
Jim was bitten and the survivors debate what to do with him. Rick wants to take him to the Centre for Disease Control and try to find a cure. Lori and Shane argue with him but he gets his way and they move out. Along the way Jim asks to be left behind. At the CDC only one scientist remains.
Jenner asks for a blood sample in exchange for the survivors moving in to the CDC. They enjoy the food, drink and hot water but also have questions. Jenner explains why he is alone and how he has lost contact with everyone else. Shane confronts Lori about all he did to help save her. Rick confesses to Jenner that he sees no hope for the future. Jenner admits that the fuel for the generators has run out and that the CDC will go into full decontamination procedures. Jacqui decides to stay with Jenner and die now while all the others escape.