Lori and Amy sort out mushrooms that they have collected.
Lori: Any luck?
Amy: How do we tell if they're poison?
Lori: Uh, there's only one sure way I know of.
Amy: Ask Shane when he gets back?
Lori: Yeah, you've got it. Thank you.
She gets up.
Lori: Dale, I'm heading out. Sweetheart, I want you to stay where Dale can see you, okay?
Carl: Yes, mom.
Dale: You too. Don't wander too far. Stay within shouting distance. And if you see anything, holler. I'll come running.
Lori: Yes, mom.
She goes into the woods to pick some more food for the camp.
While she is in the woods, leaves rustle. Bird wings flap, branch snaps. She starts to think that someone is following her. She worries that it is one of the Walkers and starts to look around. Suddenly, a hand reaches around her mouth and she is dragged back.
Shane: Shh shh shh shh shh shh shh.
Lori: You scared the hell out of me.
Lori laughs at him.
Shane: I bet. That's what you get for keeping me waiting. I was trying to be quiet. Where you been?
Lori: Amy the mushroom queen… I had to wait for her to get back.
They start kissing.
Shane: How much time do we have?
The two are in the moment and proceed to make love. While undressing, they see Lori still has Rick's ring around her neck on a necklace. She takes it off and holds onto it in the grass while they proceed.
Shane: Come here.
In Atlanta, Rick is still sitting in the tank when the voice is heard on the radio again.
Man on radio: Hey, are you alive in there?
Rick: Hello? Hello?
Man on radio: There you are. You had me wondering.
Rick: Where are you? Outside? Can you see me right now?
Man on radio: Yeah, I can see you. You're surrounded by walkers. That's the bad news.
Rick: There's good news?
Man on radio: No.
Rick: Listen, whoever you are, I don't mind telling you I'm a little concerned in here.
Man on radio: Oh man. You should see it from over here. You'd be having a major freak-out.
Rick: Got any advice for me?
Man on radio: Yeah, I'd say make a run for it.
Rick: That's it? "Make a run for it"?
Man on radio: My way's not as dumb as it sounds. You've got eyes on the outside here. There's one geek still up on the tank but the others have climbed down and joined the feeding frenzy where the horse went down. With me so far?
Rick: So far.
Man on radio: Okay, the street on the other side of the tank is less crowded. If you move now while they're distracted, you stand a chance. Got ammo?
Rick: In that duffel bag I dropped out there, and guns. Can I get to it?
Man on radio: Forget the bag, okay? It's not an option. What do you have on you?
Rick: Hang on.
Rick has the Beretta 92FS that he took off of the Soldier, but it only has one clip. He also finds a grenade, but he clips it onto his belt and doesn't tell the man about it.
Rick: Yeah. Yeah. I've got a Beretta with one clip, 15 rounds.
Man on radio: Make 'em count. Jump off the right side of the tank, keep going in that direction. There's an alley up the street, maybe 50 yards. Be there.
Rick: Hey, what's your name?
Man on radio: Have you been listening? You're running out of time.
Rick makes his break after grabbing a metal shard in the tank. He opens the top and whacks the Walker on the tank with the metal shard, slicing its face wide open.
He runs down the street, firing at any Walker in his way, killing 8 of them. He comes across the man whose been talking to him.
Man on radio: Whoa! Not dead! Come on! Come on! Back here! Come on! Come on!
The two proceed to run down the alley and start climbing up a ladder.
Man on radio: What are you doing?! Come on!
Rick climbs up the ladder.
Man on radio: Come on, get up.
Man on radio: Nice moves there, Clint Eastwood. You the new sheriff come riding in to clean up the town?
Glenn says that he hopes that Rick would do the same for him one day.
Rick: It wasn't my intention.
Man on radio: Yeah, whatever. Yeehaw. You're still a dumbass.
Rick: Rick. Thanks.
Man on radio: Glenn. You're welcome. Oh no. The bright side: It'll be the fall that kills us. I'm a glass-half-full kind of guy.
The two climb up the ladder that leads to the top of a store that Glenn is camping out at.
Rick: Are you the one that barricaded the alley?
Glenn: Somebody did… I guess when the city got overrun. Whoever did it was thinking not many geeks would get through.
Rick: Back at the tank, why'd you stick your neck out for me?
Glenn: Call it foolish, naive hope that if I'm ever that far up sh1t creek, somebody might do the same for me. Guess I'm an even bigger dumbass than you.
Glenn takes another ladder and goes down, following by Rick. It leads to the building.
Glenn takes out a walkie-talkie.
Glenn: I'm back. Got a guest plus four geeks in the alley.
The two go down another staircase to a door where two Walkers appear. Two men, Morales and T-Dog, come out with protective gear and baseball bats. They each go after one of the Walkers and bash their brains in.
Glenn: Let's go!
Rick and Glenn make their way into the store.
T-Dog: Morales, let's go!
T-Dog and Morales follow after they finish the Walkers.
They get inside where two more survivors, Jacqui and Andrea are also taking cover. Rick immediately has a gun pointed in his face by Andrea.
Andrea: You son of a bitch. We ought to kill you.
Morales: Just chill out, Andrea. Back off.
Jacqui: Come on, ease up.
Andrea: Ease up? You're kidding me, right? We're dead because of this stupid asshole.
Morales: Andrea, I said back the hell off. Well, pull the trigger.
Andrea: We're dead… All of us… Because of you.
Rick: I don't understand.
Morales: Look, we came into the city to scavenge supplies. You know what the key to scavenging is? Surviving! You know the key to surviving? Sneaking in and out, tiptoeing. Not shooting up the streets like it's the O.K. Corral.
T-Dog: Every geek for miles around heard you popping off rounds.
Andrea: You just rang the dinner bell.
Morales: Get the picture now?
They see the zombies growling and trying to get into the store. A few Walkers is attempting to smash through the double set of doors to get to them.
Andrea: Oh God. What the hell were you doing out there anyway?
Rick: Trying to flag the helicopter.
T-Dog: Helicopter? Man, that's crap. Ain't no damn helicopter.
Jacqui: You were chasing a hallucination, imagining things. It happens.
Rick: I saw it.
Morales: Hey, T-Dog, try that C.B. Can you contact the others?
Rick: Others? The refugee center?
Jacqui: Yeah, the refugee center. They've got biscuits waiting at the oven for us.
T-Dog tries to get in contact with some other survivors but get no signal.
T-Dog: Got no signal. Maybe the roof.
Above, on the roof, they hear a gun firing.
Andrea: Oh no. Is that Dixon?
Morales: What is that maniac doing?
Glenn: Come on, let's go.
The group runs up to the roof.
Merle Dixon is shooting at several of the Walkers on the street below with a sniper rifle, killing some of them.
T-Dog: Hey, Dixon, are you crazy?!
Dixon laughs and continues shooting.
Andrea: Oh jeez.
Merle: Hey! Y'all be more polite to a man with a gun! Huh? Ah! Only common sense.
T-Dog: Man, you wasting bullets we ain't even got!
Merle continues laughing.
T-Dog: And you're bringing even more of them down on our ass! Man, just chill.
Merle: Hey! Bad enough I've got this taco-bender on my ass all day. Now I'm gonna take orders from you? I don't think so, bro. That'll be the day.
T-Dog: "That'll be the day"? You got something you want to tell me?
Morales: Hey, T-Dog man, just leave it.
Morales: All right? It ain't worth it. Now Merle, just relax, okay? We've got enough trouble.
Merle: You want to know the day?
Merle: I'll tell you the day, Mr. "Yo." It's the day I take orders from a nigger.
Merle and T-Dog start to fight.
Morales: Hey, come on, Merle. That's enough.
Andrea: Come on. Dixon!
Morales: Whoa, cut it out, man!
Andrea: Stop it! Dixon, get off him! Dixon, you're gonna hurt him.
Morales: Merle, cut it out!
Merle is beating T-Dog to a pulp and then holds a pistol on him.
Andrea: No no no, please. Please.
Everybody waits to see what Dixon is gonna do.
Merle: Yeah! All right! We're gonna have ourselves a little powwow, huh? Talk about who's in charge. I vote me. Anybody else? Huh? Democracy time, y'all. Show of hands, huh? All in favor? Huh? Come on. Let's see 'em. Oh, come on. All in favor? Yeah. That's good. Now that means I'm the boss, right? Yeah. Anybody else? Hmm? Anybody?
At this time, Rick hits Merle over the head with a pipe. He proceeds to handcuff Merle to a pipe.
Merle: Who the hell are you, man?!
Rick: Officer friendly. Look here, Merle. Things are different now. There are no niggers anymore. No dumb-as-shit, inbred white-trash fools either. Only dark meat and white meat. There's us and the dead. We survive this by pulling together, not apart.
Merle: Screw you, man.
Rick: I can see you make a habit of missing the point.
Merle: Yeah? Well, screw you twice.
Rick: Ought to be polite to a man with a gun.
Rick cocks his gun.
Rick: Only common sense.
Merle: You wouldn't. You're a cop.
Rick: All I am anymore is a man looking for his wife and son. Anybody that gets in the way of that is gonna lose. I'll give you a moment to think about that. Got some on your nose there.
Merle: What are you gonna do? Arrest me?
Merle: Hey! What are you doing? Man, that was my stuff! Hey! If I get loose, you'd better pray… Yeah, you hear me, you pig?! You hear me?!
Rick: Yeah, your voice carries.
Merle: Do you hear me, you filthy pig?!
Morales: You're not Atlanta P.D. Where you from?
Rick: Up the road a ways.
Morales: Well, officer friendly from up the road a ways, welcome to the big city.
Later, they're still watching the Walkers in the street.
Andrea: My God, it's like Times Square down there.
Morales: How's that signal?
T-Dog: Like Dixon's brain… Weak.
Morales: Keep trying.
Andrea: Why? There's nothing they can do. Not a damn thing.
Morales: Got some people outside the city is all. There's no refugee center. That's a pipe dream.
Rick: Then she's right. We're on our own. It's up to us to find a way out.
Merle: Good luck with that. These streets ain't safe in this part of town from what I hear. Ain't that right, sugar tits? Hey, honeybunch, what say you get me out of these cuffs, we go off somewhere and bump some uglies? Gonna die anyway.
Andrea: I'd rather.
Merle: Rub muncher. I figured as much.
Morales: The streets ain't safe. Now there's an understatement.
Rick: What about under the streets? The sewers?
Morales: Oh man. Hey, Glenn, check the alley. You see any manhole covers?
Glenn checks but sees only some Walkers.
Glenn: No, must be all out on the street where the geeks are.
Jacqui: Maybe not. Old building like this built in the '20s… Big structures often had drainage tunnels into the sewers in case of flooding down in the subbasements.
Glenn: How do you know that?
Jacqui: It's my job… was. I worked in the city zoning office.
The group heads down to the basement and reach a sewer entrance.
Morales: This is it? Are you sure?
Glenn: I really scoped this place out the other times I was here. It's the only thing in the building that goes down. But I've never gone down it. Who'd want to, right?
Everybody look at him.
Glenn: Oh. Great.
Andrea: We'll be right behind you.
Glenn: No, you won't. Not you.
Andrea: Why not me? Think I can't?
Glenn: I wasn't…
Rick: Speak your mind.
Glenn: Look, until now I always came here by myself… In and out, grab a few things… No problem. The first time I bring a group… Everything goes to hell. No offense. If you want me to go down this gnarly hole, fine… But only if we do it my way. It's tight down there. If I run into something and have to get out quick, I don't want you all jammed up behind me getting me killed. I'll take one person… Not you either. You've got Merle's gun and I've seen you shoot. I'd feel better if you were out in that store watching those doors, covering our ass. And you've got the only other gun, so you should go with him. You be my wingman. Jacqui stays here. Something happens, yell down to us, get us back up here in a hurry.
Rick: Okay, everybody knows their jobs.
Glenn leads down the ladder, followed by Morales. The others leave.
Glenn and Morales walk. A rat squeals and Glenn makes a noise.
While Walkers are banging and growling, Rick approaches Andrea.
Andrea: Sorry for the gun in your face.
Rick: People do things when they're afraid.
Andrea: Not that it was entirely unjustified. You did get us into this.
Rick: If I get us out, would that make up for it?
Andrea: No, but it'd be a start.
Rick: Next time though, take the safety off. It won't shoot otherwise.
Rick: Is that your gun?
Andrea: It was a gift. Why?
Rick: Little red dot means it's ready to fire.
He shows her and hands her back the gun.
Rick: You may have occasion to use it.
Andrea: Good to know.
T-Dog: Anybody out there? Hello? Anybody read? I'm hoping to hear somebody's voice 'cause I'm getting sick and tired of hearing mine.
Merle: Yeah, well, that makes two of us. Why don't you knock that crap off? You're giving me a headache, boy.
T-Dog: Why don't you pull your head out of your ass? Maybe your headache will go away.
T-Dog: Try some positivity for a change. Damn.
Merle: I'll tell you what… You get me out of these cuffs and I'll be all "Sammy Sunshine" positive for you. Hey, see that hacksaw over there in that toolbag? Get it for me, hmm? Make it worth your while. What do you say, man? Come on. Get me out of these things.
T-Dog: So you can beat my ass again? Or call me nigger some more?
Merle: Come on now. It wasn't personal. It's just that your kind and my kind ain't meant to mix. That's all. It doesn't mean we can't… Work together, parley, as long as there's some kind of mutual gain involved. So… about that hacksaw…
T-Dog: I guess you want me to get that rifle over there too so you can shoot that cop when he comes back up, huh?
In the sewers, Glenn and Morales continue to look for a way out through the sewers. They reach a grate and wonder if they can break through.
Morales: Yeah, we've got ourselves a sewer tunnel. Jacqui was right.
Glenn: Can we cut through it?
Morales: If we had a blowtorch and half a day, sure. Dale's hacksaw sure as hell won't do it.
A Walker appears at the grate eating a rat. Glenn and Morales jump back as the Walker tries to grab at them.
Rick spots Andrea looking at some jewelry. He approaches her. Andrea looks at a mermaid necklace on the counter.
Rick: See something you like?
Andrea: Not me, but I know someone who would… My sister. She's still such a kid in some ways. Unicorns, dragons… She's into all that stuff. But mermaids… They rule. She loves mermaids.
Rick: Why not take it?
Andrea: There's a cop staring at me.
Andrea: Would it be considered looting?
Rick: I don't think those rules apply anymore. Do you?
Glass shatters and Walkers start walking in. Rick moves and is willing to shoot. Glenn and Morales join them.
Rick: What did you find down there?
Morales: Not a way out.
Andrea: We need to find a way… And soon.
Rick spots a truck at a construction site that is close to their location.
Rick: That construction site, those trucks… They always keep keys on hand.
Morales: You'll never make it past the walkers.
Rick: You got me out of that tank.
Glenn: Yeah, but they were feeding. They were distracted.
Rick: Can we distract them again?
Merle: Right. Listen to him. He's onto something. A diversion, like on "Hogan's Heroes."
Jacqui: God. Give it a rest.
Rick: They're drawn by sound, right?
Glenn: Right, like dogs. They hear a sound, they come.
Rick: What else?
Morales: Aside from they hear you? They see you, smell you and if they catch you, they eat you.
Rick: They can tell us by smell?
Glenn: Can't you?
Andrea: They smell dead, we don't. It's pretty distinct.
Rick gives outfits and accessories to the others.
Glenn: If bad ideas were an Olympic event, this would take the gold.
Morales: He's right. Just stop, okay? Take some time to think this through.
Rick: How much time? They already got through one set of doors, that glass won't hold forever.
The group goes outside and drags one of the Walkers they killed into the store.
Rick grabs a fire axe and the group puts on trench coats so they don't get guts on their good clothes. Rick is prepared to start chopping, but he stops at the last moment. He gets down and searches the Walker. He pulls out a wallet.
Rick: Wayne Dunlap. Georgia license. Born in 1979. He had $28 in his pocket when he died…
And a picture of a pretty girl. "With love, from Rachel." He used to be like us… Worrying about bills or the rent or the Super Bowl. If I ever find my family, I'm gonna tell them about Wayne.
Glenn: One more thing… He was an organ donor.
After a moment of silence, Rick starts to hack away at the Walker. The guts really gross everyone out and they start to gag.
Morales: Madre de Dios!
Glenn: Oh God.
Rick: Keep chopping.
Rick hands the axe to Morales. Glenn groans.
Glenn: I am so gonna hurl.
Morales hacks away.
Rick: Everybody got gloves? Don't get any on your skin or in your eyes.
They apply some guts on Rick and Glenn.
Glenn: Oh God! Oh jeez. Oh, this is bad. This is really bad.
Rick: Think about something else… Puppies and kittens. Dead puppies and kittens.
Andrea: That is just evil. What is wrong with you?
Jacqui: Next time let the cracker beat his ass.
Rick: I'm sorry, yo.
Glenn: You suck.
Rick: Do we smell like them?
Andrea: Oh yeah. Glenn. Just in case.
Andrea gives the gun to Glenn.
Rick: If we make it back, be ready.
T-Dog: What about Merle Dixon?
Rick tosses the handcuff key to T-Dog.
Rick: Give me the axe. We need… we need more guts.
Rick starts to chop again.
Rick and Glenn walk outside and walk past two Walkers that are close to them. The Walkers briefly look at them, but the Walkers smell dead on them so they don't bother. Rick and Glenn crawl under a bus and come out on the other side where a huge hoard of Walkers is waiting for them. Rick and Glenn continue to shuffle through the crowd without any Walkers noticing that they are alive.
The survival group enters and looks down at the Walkers, Glenn and Rick.
Merle: Hey, what's happening, man?
Morales: Hey, T-Dog, try that C.B.
Merle: Hey, come on. Talk to me, y'all.
T-Dog: Base camp, this is T-Dog. Anybody hear me? Can anybody out there hear me?
Morales notices Glenn and Rick.
Merle: That asshole is out on the street with the handcuff keys?
T-Dog shows him the key he has.
Dale is fixing up the mobile home.
Dale: Boy, that hose isn't long for this world, is it?
Jim: No sir.
Dale: Where the hell are we gonna find a replacement?
Amy: It's late. They should've been back by now.
Dale: Worrying won't make it better.
Shane is playing with Carl, while Lori stares at them.
Shane: And three, two, one… pull it.
Carl: Ah! Aw.
Shane: Start it over. Make your "p" the other way… around your finger.
Shane: Good, just tie it like around your finger. Attaboy.
T-Dog: Hello, base camp! Can anybody out there hear me? Base camp, this is T-Dog. Anybody hear me?
Dale takes the radio.
Dale: Hello? Hello? Reception's bad on this end. Repeat. Repeat.
T-Dog: Shane, is that you?
Lori: Is that them?
T-Dog: We're in some deep sh1t. We're trapped in the department store.
Shane: He said they're trapped?
T-Dog: There are geeks all over the place. Hundreds of 'em. We're surrounded.
Dale: T-Dog, repeat that last. Repeat.
Lori: He said the department store.
Dale: I heard it too.
Shane: No way. We do not go after them. We do not risk the rest of the group. Y'all know that.
Amy: So we're just gonna leave her there?
Shane: Look, Amy, I know that this is not easy…
Amy: She volunteered to go to help the rest of us.
Shane: I know, and she knew the risks, right? See, if she's trapped, she's gone. So we just have to deal with that. There's nothing we can do.
Amy: She's my sister, you son of a bitch.
Lori looks at Shane and then follows Amy. Thunder rumbles.
Shane: Come on. It's all right, buddy.
Glenn and Rick are still walking through several Walkers.
Glenn (whispering): It's gonna work. I can't believe it.
Rick (whispering): Don't draw attention.
While Rick and Glenn continue to shuffle down the street, rain starts to fall on them.
Morales and the others are still watching Rick and Glenn.
Morales: Oh man. It's just a cloudburst. We get 'em all the time. It'll pass real quick.
Rick and Glenn try not to panic as they continue to walk at the normal pace. They notice that the rain is starting to wash of the guts. The Walkers are starting to get a whiff of life walking past them and they start to get a little more aggressive towards Rick and Glenn as they try to figure out if they are dead or alive.
Glenn: The smell's washing off. Isn't it? Is it washing off?
Rick: No, it's not. Well, maybe.
However, as more guts wash off, the Walkers realize that they are indeed alive. One of them starts to charge at them and Rick proceeds to crush its skull with the axe.
Rick and Glenn take off down the street with Rick killing 6 more with the axe and Glenn killing 2 with a crowbar he has.
Morales: Come on, come on, come on.
The two throw their weapons over the fence and climb over it before the Walkers are able to get them. While Glenn finds the keys to the truck, Rick pulls Merle's pistol and kills more Walkers with it. Glenn finally finds the keys to the truck and throws them to Rick.
They enter the truck as some Walkers start climbing over the fence and running after them. One of them reaches the truck and taps on Glenn's window.
Glenn: Go go go go!
The two speed away before the walkers catch up.
Angela: They're leaving us.
Merle: What? What?
Morales: Where they going? Where they going?
Angela: No no, come back.
Glenn: Oh my God. Oh my God. They're all over that place.
Rick: You need to draw them away. Those roll-up doors at the front of the store… That area? That's what I need cleared. Raise your friends. Tell them to get down there and be ready.
Glenn: And I'm drawing the geeks away how? I… I missed that part.
Rick pulls up next to a red sports car and smashes the window. The car alarm starts to sound and Rick hotwires the car for Glenn. Glenn drives the sports car back towards the store and Rick takes the truck back as well.
Glenn: Those roll-up doors at the front of the store facing the street… Meet us there and be ready.
The group heads down towards the loading dock to make their escape, whereas Dixon is still handcuffed.
Morales: Come on! Let's go, let's go!
Merle: Hey, you can't leave me here! I'm not fooling, man! Morales! Hey, man! Don't do this!
Angela: Come on.
Angela and Jacqui leave the roof.
Merle: Hey, that's my gun. You can't leave me. Don't leave me here, you guys.
Angela: Morales, come on.
Morales: I'm coming! We've gotta go!
Morales leaves the roof, while T-Dog is hesitating.
Merle: Morales! You can't leave me like this, man! Hey, T-Dog. No, man. You can't leave me, man. You can't leave me here… Not like this. You can't, man. It's not human. Come on, don't do this.
T-Dog groans, but decides to free Dixon.
Merle: Come on, T. Come on! Come on, yeah! Yeah! Come on! Co… That's it! Yes! Come on, baby! Come on.
However, when he runs back towards Merle, he trips. The handcuff key falls out of his hand and ends up dropping down a drain.
Zombies bangs as Angela and Morales past by.
Merle: Son of a bitch! You did that on purpose!
T-Dog: I didn't mean to!
Merle: You lie! You did it on purpose!
T-Dog: It was an accident!
Merle: Don't leave me, man! Don't leave me! Don't leave me! You liar!
T-Dog: I'm sorry. Man, I'm sorry.
Merle: Don't leave me!
T-Dog: I'm sorry.
He runs from Merle.
Merle: Damn you all! Don't leave me, man! Don't leave… don't leave me!
In an effort to try and help Merle, he chains the door to the roof shut.
Merle: Hey! What are you doing, man? You're gonna rot in hell! You're gonna rot in hell! Come back, man!
T-Dog: Wait a minute! Here I come! Don't leave me! Don't leave!
The rest of the survivors make it to the loading dock.
Angela: Okay. Okay. I got it.
Angela: What is that?
Car engine revs.
Glenn: Come on. Come on. Get closer. Get closer. Come on. Come on.
Glenn pulls up to the store in his red sports car and is able to lure most of the Walkers away from the store. Zombies start growling.
T-Dog joins the rest of the survivors just in time before the Walkers break through the second set of doors and storm the store. Thanks to Glenn, Rick has the chance to pull in with his truck.
T-Dog: Hey, wait for me!
Walkers enter the store.
T-Dog: They're here! Let's go! They're in here!
Rick bangs on the door.
All: Let's go! Open the door!
T-Dog: We've gotta go!
Rick picks up Morales, Jacqui, Andrea, and T-Dog.
Morales: I'm in!
Morales closes the back before the Walkers can get to them and the group makes their escape.
Merle is still handcuffed to the pipe on the roof.
Merle: Don't leave me! You'll die! Go to hell! Damn you! You're gonna rot in hell!
Merle keeps yelling.
As they drive away, everyone notices Dixon is missing.
T-Dog: I dropped the damn key.
Realizing there is nothing that they can do, the group drives away from Atlanta. Andrea notices Glenn isn't around.
Angela: Where's Glenn?
Down the highway that Rick entered Atlanta in, the car alarm still ringing as Glenn speeds down the highway in the red sports car. He is listening to music and screaming at the rush of driving down the road this fast.
Glenn: Whoo-hoo-hoo! Yeah-hoo-hoo!
Glenn is driving down the road.