After last week's one-sided smackdown between Shane the Cheating Weasel and Wife-Beater Ed (which ended with Ed crumpled and bloody and Shane feeling guilty), things are tense in the camp outside Atlanta.
The sisters Andrea and Amy are getting away from the stress by fishing in the lake. And reminiscing about their dead father. It's a sort of sweet little bonding moment, which can only mean one thing, and you don't need to be a genius to figure it out. Something extremely bad is going to happen to one of them by the end of the ep.
Meanwhile, a previously ignored survivor named Jim is digging holes in a clearing nearby. A lot of holes. In the hot sun. He's not talking to the others, and getting scary.
Yep, things are getting rough in the woods.
Credits.

The group follows a trail of Merle's blood back down through the department store, pausing only to take down one uniquely gross zombie whose entire jaw is hanging by threads. Darryl hoists his crossbow and sends one arrow to the head – Zing! Zombie done. Awesome. (I swear, this show brings out the 7th grader in me.)
They can't find Merle (although they do see evidence showing that Merle used the stove in a restaurant kitchen to cauterize his stump gahhh! before moving on), so the group devises a plan to fulfill their other mission: grab the big bag o' guns that Grimes abandoned in the middle of the city when he was there the day before, trapped by Walkers. The "plan" mainly involves Glenn darting out, grabbing them, and then running like Hell. Ok – you know what? That's not a plan. My 9-year-old daughter could come up with that one, y'all. The others seem to think it's pretty brilliant, though; especially Redneck Darryl, who says to Glenn: "You got some balls for a Chinaman." "I'm Korean," Glenn snaps. Come on, Darryl. 21st century, Man.

Argh. This show does a great job with the heart-cracking moments that come out of nowhere. Poor Jim.
Back in the city: the Gun Retrieval plan goes into action: Glenn runs out from an alley amidst a scattering of zombies who see him and start to growl. Glenn gets the guns while the others position themselves to distract the Walkers when they start getting too close – but in his own alley, Redneck Darryl discovers... a whole other dude, who's neither dead nor part of their group! Yes, there's a whole other group of survivors in the city, and they quickly surround Darryl and Glenn. They saw the bag of guns out in the street, and have been working on their own plan to get it. Screw that, new guys! Get your own guns! After a fast scuffle against a backdrop of approaching zombies, the new guys don't get the guns – but they do get Glenn, jamming him into their Pinto and peeling out.
Commercials. Apparently I can win a "stagger on" role on this show if I do something, or enter something. How cool would that be, seriously? I'd love to be a zombie. I need to start practicing my one-leg drag, and my moaning. Braaaiiinnnnss... I smell a guest-star Emmy.
Grimes and Friends managed to scam a hostage of their own from the other group, and make him lead them to the new group's hideout. They're thinking a trade will happen. And if it doesn't? They have all these great new guns.

The factions aren't so much divided now. Grimes decides to split the bag of guns with the new group. They're all facing the end of the world, and putting up whatever front they can to survive. "The world’s changed," T-Dog observes dolefully. "No," Guillermo says, "it's the same as it ever was. The weak get taken."
Grimes and Friends say goodbye to the Vatos and head back to their van, so they can hightail it back to camp. Except... Doh! The van is gone! Where is it? Who would take it? They all agree: it has to be Redneck Merle (now officially deemed Stumpy Merle), probably headed back to camp for some one-handed vengeance.
But that’s not all. Oh no, we're not quite done yet.
It's nightfall at the camp. The group is gathered around the campfire, having an old-fashioned fish fry, chatting away, enjoying some peace and good times. Grandpa Dale is telling the stories, spinning yarns, and it's all very nice and special. Yes, I know what you're thinking. And you're totally right. Something horrible is about to happen.
Alone in his tent, Wife-Beater Ed is still nursing his broken face (busted up by Shane in the previous episode), refusing to join the others at the campfire. He's laying there feeling all sorry for himself, when there's a scratching at the tent's zipper. Ed yanks open the flap to tell whoever it is to leave him alone, and---
Zombie!! Zombie zombie zombie!!

Grimes, Glenn, T-Dog, and Darryl, who've been walking back to camp from the city, hear distant screams, and run to help. When they arrive, they discover chaos. Zombies everywhere, victims everywhere. They blow zombies away left and right, so much brainsplatter that even the camera lens is dripping red.
When the massacre is over, the survivor camp's population is down to half its original size. Grimes's wife and son are alive. So are Shane, Dale, T-Dog, Glenn, and Darryl, and a few others. But they're surrounded by the corpses of their friends, including Amy, cradled by her sobbing sister Andrea.
Standing off to one side, looking around at all the bodies, formerly delirious Jim can only say: "I remember my dream now... why I dug the holes."
End credits.
Scenes from next week: Camp dissent. Do they stay in the woods, knowing that the zombies can find them? Or move out? And where?