- [Carol flirts with Daryl while they're both in the prison tower keeping watch]
- Daryl Dixon: Better get back.
- Carol Peletier: It's pretty romantic.
- Carol Peletier: [Carol makes a kissing face] Want to screw around?
- Daryl Dixon: [Daryl scoffs] Pfft.
- Daryl Dixon: [Carol chuckles as Daryl moves to the ladder] I'll go down first.
- Carol Peletier: Even better.
- Daryl Dixon: Stop.
- [Lori tries to tell Rick that they need to talk]
- Lori Grimes: We need to talk about...
- Rick Grimes: About what?
- Lori Grimes: Things. We've been avoiding...
- Rick Grimes: You know what? You want to talk, talk to Hershel. I'm doing stuff, Lori. Things, isn't that enough? I'm still here.
- Lori Grimes: You're right. I'm sorry.
- [as Rick continues to walk off]
- [Carol brings Daryl some food to eat in the night]
- Carol Peletier: That's not much. But if I don't bring you something, you won't eat at all.
- Daryl Dixon: [Daryl makes a comment about Rick] Guess little Shane over there's got quite the appetite.
- Carol Peletier: [Carol smiles] Don't be mean. Rick's gotten us a lot further than I thought he would, I'll give him that. Shane could never have done that.
- [Carol nearly shoots Rick from the prison tower while he storms up the middle]
- Carol Peletier: [Carol shouts down] Sorry.
- [Rick and Daryl come upon the prison while out on a hunt]
- Daryl Dixon: [Daryl sees the prison yard filled with Walkers] That's a shame.
- [Lori tells Hershel it might have been better if she never made it off that farm]
- Lori Grimes: It might have been better if...
- Hershel Greene: If what?
- Lori Grimes: If I'd never made it off the farm.
- [Daryl asks Rick to go hunting for food with him]
- Daryl Dixon: Hey, while the others wash their panties, let's go hunt. That owl didn't exactly hit the spot.
- [Rick looks to Carl to tell him that they can take the prison]
- Rick Grimes: [Rick looks to Carl] These assholes don't stand a chance.
- [as Carl smiles]
- [Rick's group decides to sleep in the prison cells]
- Beth Greene: We'll sleep in the cells?
- Rick Grimes: I found the keys on some guards. Daryl has a set too.
- Daryl Dixon: I ain't sleeping in no cage. I'll take the perch.
- [Maggie and Glenn walk into a prison cell]
- Maggie Greene: [as they see some blood on the wall] I'm so exhausted, I don't even care.
- [Daryl and T-Dog look over the riot gear they took off the Walkers]
- Daryl Dixon: I ain't wearing this shit.
- Theodore 'T-Dog' Douglas: [as T-Dog holds a mask up with sludge dripping off] We could boil them.
- Daryl Dixon: Ain't enough firewood in a whole forest.
- [Hershel asks for Beth to sing 'The Parting Glass' outside of the prison]
- Hershel Greene: Bethy, sing 'Paddy Reilly' for me. I haven't heard that, I think, since your mother was alive.
- Maggie Greene: Daddy, not that one, please.
- Hershel Greene: How about... 'The Parting Glass'?
- Beth Greene: No one wants to hear.
- Glenn Rhee: [the group look to Beth] Why not?
- Beth Greene: Okay.
- Beth Greene: [Beth starts singing] Of all the money / E'er I had / I spent it in good company / And all the harm / E'er I've ever done / Alas it was to none but me / And all I've done / For want of wit / To memory now I can't recall / So fill to me / The parting glass / Good night and joy be with you all
- Maggie Greene, Beth Greene: [as Maggie starts singing with Beth] Oh, all the comrades / That e'er I had / Were sorry for my going away / And all the sweethearts / That e'er I had / Would wish me / One more day to stay... / But since it falls unto my lot / That I should rise / And you should not / I'll gently rise / And I'll softly call / Good night and joy / Be with you all / Good night and joy / Be with you all
- Hershel Greene: [as the group smiles] Beautiful.
- [first lines]
- Rick Grimes: [Rick leaves Carl in charge of watching the street as Rick's group goes over the map] 15, you're on point.
- [Carl nods]
- [Hershel tells Rick that the pregnant Lori can't take much more moving about]
- Hershel Greene: She can't take much more of this moving about.
- Rick Grimes: Well, what else can we do, let her give birth on the run?
- Hershel Greene: You see a way around that?
- [Rick's group begins marching up the empty prison yard of dead Walkers]
- Carol Peletier: [Carol smiles] Fantastic!
- Daryl Dixon: Nice shooting.
- Carol Peletier: Yeah.
- Carol Peletier: [to the pregnant Lori] You okay?
- Lori Grimes: [Lori smiles] I haven't felt this good in weeks.
- [Hershel sees Rick patrol the prison fences in the night]
- Hershel Greene: That's his third time around. If there was any part of it compromised, he'd have found it by now.
- [Rick tells the group that they have to take the inside of the prison]
- Rick Grimes: Look, I know we're all exhausted. This was a great win. But we gotta push just a little bit more. Most of the Walkers are dressed as guards or prisoners, looks like this place fell pretty early. Could mean the supplies may be intact. They have an infirmary, a commissary.
- Daryl Dixon: An armory?
- Rick Grimes: That would be outside the prison itself, but not too far away. Warden's offices would have info on the location. Weapons, food, medicine, this place could be a gold mine!
- Hershel Greene: We're dangerously low on ammo. We'll run out before we make a dent.
- Rick Grimes: That's why we have to go in there... hand to hand. After all we've been through, we can handle it, I know it.
- [Lori tries to tell Rick that she appreciates everything he's doing]
- Lori Grimes: I appreciate everything you're doing, we all do. But it's been a death march, and we're exhausted, can we just enjoy this for a few days?
- Rick Grimes: The baby will be here in a few days, it's no time for a picnic.
- Lori Grimes: No, but it's time to get the house in order.
- Rick Grimes: What do you think I'm doing?
- Lori Grimes: Your absolute best.
- Rick Grimes: Don't patronize me!
- [Rick's group walks into the empty prison cell block for the first time]
- Rick Grimes: What do you think?
- Glenn Rhee: Home sweet home.
- Rick Grimes: For the time being.
- [Beth and Carl walk into a prison cell]
- Beth Greene: Pretty gross.
- Carl Grimes: Yeah, remember the storage units?
- Beth Greene: [Beth lies down] It's actually... It's actually comfortable! Check it out!
- [Lori asks Hershel what if her baby is stillborn]
- Lori Grimes: If we're all infected, then so is the baby. So what if it's stillborn? What if it's dead inside me right now, what if it rips me apart?
- Hershel Greene: Stop. Don't let your fear take control of you.
- [Lori tells Hershel what to do for if her baby lives and she turns]
- Lori Grimes: Let's say it lives, and I die during childbirth.
- Hershel Greene: That's not going to happen.
- Lori Grimes: Why not? How many women died in childbirth before modern medicine? If I come back, what if I attack it? Or you? Or Rick? Or Carl? If I do, if there is any chance, you put me down immediately. You don't hesitate!
- Lori Grimes: [Lori starts to cry] Me, the baby, if we're Walkers, you don't hesitate and you don't try to save us. Okay?
- [Hershel nods]
- [Lori tells Hershel that it's her fault that Rick hates her]
- Lori Grimes: He hates me. He's too good a man to say it, but... I know. I put him and Shane at odds, I put that knife in his hands!
- Hershel Greene: You know who doesn't give a shit about that? This baby. Now let's make sure everything's alright.
- [Hershel finds Carl and Beth alone in a prison cell together]
- Hershel Greene: [to Carl] You found your cell yet?
- Carl Grimes: Uh, yeah, I was just making sure Beth was safe. See you tomorrow!
- Beth Greene: See ya!
- [as Beth smiles to Hershel]
- [Rick tells the group there's only one way the bit Hershel can remain alive]
- Rick Grimes: Hold him down! Alright. Only one way to keep him alive!
- [as Rick starts hacking Hershel's leg off]
- [Andrea tells Michonne that she can take care of herself and to just leave]
- Andrea Harrison: I can take care of myself! I saved your ass all winter didn't I?
- Andrea Harrison: [Andrea coughs, refusing her water] I won't have you dying for me! Good soldier won't leave your post. Screw you.
- Michonne: We'll go in a few days.
- [Maggie holds off a prison guard-Walker before stabbing his head from under his face helmet]
- Maggie Greene: [Maggie looks over to Glenn and T-Dog smiling] See that?