At a picturesque survivors' camp on a mountain outside Atlanta, we follow a woman in pink carrying a red bucket. Survivors are handling various tasks throughout camp — taking watch from the roof of an RV, fixing tools, or doing laundry. The woman in pink — Amy — dumps mushrooms from the bucket into a bowl held by Lori Grimes, who sits at a fire pit. Amy asks how to tell if the mushrooms are poisonous, to which Lori replies there's only one sure way she knows of - which would be to eat one and get sick. Unsatisfied with that method, Amy wants Lori to ask Shane when he gets back. Lori nods before she excuses herself to look for more mushrooms in the forest. She tells her son Carl, who's playing in the dirt, to stay where Dale — the old man taking watch on top of his RV — can see him. "Yes, mom," says Carl. Dale Horvath, carrying a gun and binoculars and wearing a fisherman's hat, tells Lori not to go too far, either. "If you see anything, holler. I'll come runnin'," he says, and Amy catches Lori's reply under her breath: "Yes, mom." She heads into the forest, unnerved by the sounds of snapping branches and moving brush, while she bends down to search for more mushrooms. The sounds intensify and Lori looks around fearfully, treading carefully through the dense forest. A pair of hands grab her, covering her mouth to keep her from screaming, but her heart rate slows as she realizes her attacker is in fact Shane Walsh — who's been waiting for Lori to make her way into the forest where the two of them can be alone. But Amy, "the mushroom queen" took forever to get back, Lori explains. "How much time do we have?" Shane asks, kissing her. "Enough," Lori replies, and the two begin to undress. Lori wears Rick's wedding ring on a locket around her neck, which she and Shane eye with a flash of guilt before she takes the locket off and the two have sex.

Sealed inside a military tank in Atlanta, Rick Grimes says over the CB radio: "Whoever you are, I don't mind telling you I'm a little concerned in here." A voice replies that Rick is surrounded by walkers, and advises him to make a run for it while they're distracted eating Rick's horse. He asks if the man on the other end can see his bag of guns — the man quickly tells him to forget about the bag. "It's not an option!" he insists regretfully.

Rick finds a grenade on the dead soldier in the tank, which he pockets before opening the top hatch. He jumps from the tank and runs down an alley, shooting walkers as he goes. His Beretta cocked, his savior meets up with him at the alley gate shouting, "Whoa — not dead!" They race up a ladder to the roof, stopping to catch their breath on a platform halfway up.

"Nice moves there, Clint Eastwood. Are you the new sheriff? Come riding in to clean up the town?" blasts the young man, who introduces himself as Glenn when Rick thanks him for saving his life. His sheriff's uniform is among the only clothes he's got, because his were gone when he arrived back home. As they walk across the roof, Rick asks Glenn why he stuck his neck out for him back there, to which Glenn replies, "Call it foolish naive hope that if I'm ever that far up shit creek, somebody would do the same for me."

Glenn leads Rick down a staircase to an alley, which is free of all but four walkers thanks to a bus blockade. When they reach street level, Glenn radios his group before two other people wearing riot gear emerge from the building and beat down the walkers.

The group rushes inside a department store, where a woman named Andrea points a gun in Rick's face, furious at his recklessness. "We're dead because of you," she tells him before one of the men, Morales, informs Rick that his gunshots have attracted scores of walkers. "You just rang the dinner bell," Andrea seethes.

Outside, walkers press against the store's front doors. One of the walkers has a rock and bangs it heavily against the windows. The glass begins to crack.

Rick tries to explain himself to the group, saying he was trying to flag the helicopter. The other woman in the group, Jacqui, explains that it was just a hallucination. "I saw it," Rick insists forcefully.

One man, T-Dog, tries to radio "the others" but fails to get a signal. He suggests they might have better luck on higher ground. They hear gunshots. "Oh god, is that Dixon?" Andrea voices aloud as they race to the roof of the building.

The group finds Merle Dixon, a middle-aged redneck, firing at walkers with a rifle. Morales and T-Dog chastise Merle for wasting bullets and attracting more walkers. Merle scoffs at taking orders from a "taco vendor" and a "nigger," which sets off a fight between him and T-Dog.

Merle handily beats T-Dog and presses a handgun to his forehead, before spitting on his chest and proposing a change in leadership. He has the terrified group between his fingers as they race to help T-Dog, and the redneck holds his gun in their faces. Rick intervenes, hitting Merle with the butt of the rifle and punching him in the face before handcuffing him to a pipe. "Things are different now," Rick tells Merle. "There's us, and the dead. We survive this by pulling together, not apart."

He holds a gun to Merle's head to cool him down, but when Merle challenges that he wouldn't shoot him because he's a cop, Rick answers, "All I am anymore is a man looking for his wife and son." He finds Merle's stash of cocaine in his shirt pocket and tosses the canister over the roof — infuriating the man in handcuffs.

Morales tells Rick there's no refugee center, scoffing that it was a pipe dream. They're with a small group of survivors staying outside the city, but T-Dog can't reach them on the radio. Merle, still handcuffed to the pipe, insults Andrea, but she stands her ground.

"We're on our own," Rick says. With the streets no longer safe, Rick suggests they try to escape underground. Jacqui, who formerly worked in the Atlanta zoning office, says that the old building might have a flood tunnel that would provide access to the sewers. They leave T-Dog on the roof with Merle so he can keep trying to reach "the others," heading to the basement. Sure enough, Jacqui's right.

Glenn's most valuable asset to the group is that he's fast on his feet and good at making supply runs. He's upset that he's been able to make supply runs into the city by himself for weeks, but "the first time I bring a group, everything goes to hell," which he acknowledges is down to saving Rick.

He's never gone down the tunnel in all the previous times he's been to the department store, because it's dark and ominous and he muses, "Well, who'd want to, right?"

Andrea offers an assuring, "We'll be right behind you," but Glenn says, "No, not you!" Andrea's offended, but Rick lets Glenn explain himself. He says if less people go down, it'll be easier to get back out if something goes wrong, telling Andrea and Rick to take watch near the front of the store because they're the only ones with guns — and they'll need them if the "geeks," as the group has taken to calling them, break through the doors. He selects Morales as his wing man to follow him underground, and tasks Jacqui with keeping watch in case anything goes wrong on either end.

Glenn and Morales head to the rat-infested, pitch-dark basement armed with flashlights, while Rick and Andrea stand guard at the front of the store, walkers clawing at the windowed doors. "Sorry for the gun in your face," Andrea says to Rick, who hopes to further earn the group's trust by helping them all get out of the mess they're in now. He understands what Andrea did, that people do things when they're afraid, but he gives her some advice: "Next time, take the safety off."

Andrea's gun was a gift, she says, and she clearly doesn't know how to use one. She knows that in this world, that's not a good thing. "Little red dot means it's ready to fire," says Rick. "We may have occasion to use it."

Back on the roof, T-Dog is still unsuccessfully trying to radio the others, and Merle tries to convince him to get the hacksaw in a bag of tools on the roof by telling him, "I'll be all Sammy Sunshine positive for you. It's nothing personal; just, your kind and my kind ain't meant to mix. There's no reason we can't work together in parlay as long as there's some kind of mutual gain involved."

T-Dog, sporting a fat lip, scoffs at Merle's offer. "I guess you want me to get that rifle over there, too, so you can shoot that cop when he comes back up."

Glenn and Morales travel through the sewer until they reach a grated barrier. They discuss ways to cut through, but abandon the idea when they see a walker devouring a rat on the other side. The walker reaches at them through the grate and they step back.

In the store, Andrea spots a necklace with a mermaid pendant. "My sister, she's still such a kid in some ways," Andrea says. "She loves mermaids." Rick encourages her to take it, insisting shoplifting rules don't apply anymore. As Andrea pockets the necklace, walkers break through the exterior glass doors and begin pounding on the interior set. The walker holding the rock leads the pack. Morales, Jacqui, and Glenn arrive to report that the sewer is not an option.

Back on the roof, Rick spots a cube van at a nearby construction site. The ignition keys should be nearby, Rick theorizes, but they need to get past the walkers undetected. The group explains that if they hear you, see you, or smell you, they eat you. Rick latches on to the scent idea. "They smell dead," Andrea offers. "We don't. It's pretty distinct."

Wearing rubber gloves and rain jackets, Rick and Morales drag a dead walker in from the alley. They acknowledge the man's lost humanity — his name was Wayne Dunlap, he had a picture of a pretty girl in his wallet, and he was an organ donor. He used to be just like the rest of them. Rick grabs an axe and the group hacks apart the body. He and Glenn then smear the corpse's guts on their jackets, and the group is absolutely disgusted. Glenn throws up. Andrea gives Glenn her gun, stuffing it gingerly in the hem of his pants, trying to avoid the walker entrails. Before leaving, Rick tosses T-Dog the key to Merle's handcuffs.

Outside, Rick and Glenn shuffle through crowds of walkers carrying weapons, unnoticed. Still, walkers pass them and some stop to take another smell, but they're managing. They crawl under the bus blocking the alley, and slide out slowly on the other side. T-Dog, Morales, Andrea, and Jacqui race to the roof to follow Rick and Glenn with a pair of binoculars, and T-Dog tries again to radio the others. Merle gets let in on the plan for the first time, and he scoffs, "That asshole's out on the street with the handcuff keys?"

T-Dog hangs the key from his fingers, taunting the key and Merle's face drops.

Back at camp with skies graying quickly and thunder audible in t by now." Dale, working on his RV's troublesome radiator hose with Jim, who's wearing a navy mechaniche distance, Amy frets over the whereabouts of the group — her sister in particular. "It's late. They should have been back's jumpsuit (and earlier we saw fixing tools in the opening scene), reasons with Amy that worrying won't make it better. Lori's doing laundry while Shane teaches Carl to tie knots. Then Dale receives T-Dog's garbled transmission explaining that they're trapped in the department store, surrounded by hundreds of walkers. They make contact for just a second, and it's clear that "the others" that the group in Atlanta keep referring to are just the people Rick is looking for. "We do not go after them," Shane insists. "We do not risk the rest of the group."

"We're just gonna "leave" her there? She volunteered to go to help the rest of us," Amy argues, and Shane tells her, "She knew the risks. If she's trapped, she's gone; you just have to deal with that." Amy storms off, furious, and Lori, too, is struggling with supporting Shane's decision.

Back in Atlanta, overcast skies give way to a sudden rainstorm, washing the zombie guts off Rick and Glenn's jackets. Morales tries to will the storm to pass, calling it a cloudburst. But with their human smell unmasked, Rick and Glenn are immediately attacked by walkers. Fighting them off, they run to the construction site, hopping a fence that's blocking access. Rick shoots at walkers as they try to climb the fence, while Glenn runs for the keys. As Glenn tracks them down in a lock box and he and Rick run for the van, one walker is able to hop the fence and comes after Glenn. The crowd of walkers knocks down the fence and charges at them, but they speed away in the van just in time.

They drive away from the department store to avoid the horde, and the group still on the roof worries that they're being left behind. But Rick orders Glenn to radio the group to get ready for pick-up, and he wires a red Dodge Challenger sports car for Glenn to lure the walkers away. The car alarm blares when they break through the window.

The group grabs their bags and rushes from the rooftop toward the loading dock, with no concern for unlocking Merle's handcuffs, but T-Dog reluctantly turns back as Merle begs. The group continues quickly down the stairwell as T-Dog moves to set Merle free, accidentally slipping on the rain-soaked roof and dropping the handcuff key down a drain. He also drops the tool box, as the hacksaw and other tools spill out.

"I'm sorry," T-Dog gasps, while Merle accuses him of dropping the key on purpose. He runs back to the stairwell and chains the door shut to keep walkers out, but Merle is left screaming in rage, handcuffed to the roof. T-Dog races to join the group just as the walkers break through the interior doors and enter the department store.

Outside the loading bay at the back entrance of the store, with the walkers lured away by Glenn's car alarm, Rick pulls the van up and the group piles in, catching their breath as they drive away from the city. They look around at one another and a guilt-ridden T-Dog admits to the others he dropped the key, leaving Merle trapped, wailing on the roof.

The group ponders the loss for only a second before Andrea asks, "Where's Glenn?"

A wailing red muscle car speeds full throttle out of Atlanta. Inside, Glenn screams with joy.

Other CastEdit Co-starsEdit Jeryl Prescott as Jacqui IronE Singleton as T-Dog UncreditedEdit Blade as Siggard's Family Horse Frances Cobb as Unnamed Camp Survivor Samuel Witwer as Tank Soldier James Miller as Rat/Sewer Walker Charles Casey as Walker Sonya Thompson as Walker Kristen Sanchez as Walker Steve Warren as Walker Rodney M. Hall as Walker Joe Giles as Atlanta Suit Walker Max Calder as Walker Joe Hernandez as Walker Chance Bartels as Walker Christoph Vogt as Walker Lauren Henneberg as Walker Michael L. Covington as Parent Carl Cunningham, Erin Leigh Bushko, Alexyz Danine Kemp, Derrick McLeod, Eddie Rattanasouk, Brian Stretch, Greg Wattkis as Walkers DeathsEdit Wayne Dunlap TriviaEdit First Appearance of Glenn. First Appearance of Andrea . First Appearance of Jim. First Appearance of Morales. First Appearance of Theodore Douglas. First Appearance of Jacqui. First Appearance of Merle Dixon. makes 16 comparisons between the comic and the episode Guts.[1] The title of the episode, Guts, may refer to the fact that Rick and Glenn had to wipe guts onto their bodies to help their group escape Atlanta. It may also refer to the notion that Rick is a man who has the 'guts' to take on Merle and to get the group out of such a dire situation at the department store. The Dodge Challenger that Glenn steals in this episode made an appearance in Breaking Bad Season 5, Episode 4, "Fifty-One" where Walter White bought this car for his son. The scene where Merle Dixon starts shooting his gun on the rooftop in Atlanta caused a little bit of real-life chaos. Some people did not know they were additional in filming, and thought that Michael Rooker was a sniper and called the police. A SWAT team actually showed up and the misunderstanding was then explained.