In a flashback, in the day of the outbreak, Johanne, Natacha, Hanna and Natacha are seen talking with each others. Leonardo makes a joke about Natacha being a lesbian and Natacha replies back by saying Leonardo's also gay. Daniel is seen in the background with Carla. He passes threw Adriana, greeting each other and Adriana goes her own way. Later on, when Daniel leaves the classroom in search of his friends, two military soldiers arrive and take Johanne and the rest of the class to a military truck.
Later, the driver of the truck where Johanne's class is, talks with a man threw the radio, saying that they need to go for a different path, adding that he's telling the others to do the same. Moments later, the guy on the radio stops talking. Atlanta was infested. The man on the radio wasn't able to contact every truck. Later, a heard appears, the same herd that made the military abandon Mariana's class and others. The military tries to hold them off but are unsuccessfull. When the walkers start eating the military and some students, The Governor and his men appear saving the remaining students and taking them to Woodbury.
In present-day Woodbury, The Governor bolts the pets' chains to the wall of the interrogation room, smiling to himself as he tests their reach.
Back in the interrogation room, The Governor lays out tools on a table beside an old dentist chair. Milton urges him to reconsider his plans for Marcelino but The Governor ignores him.
Later, Milton divulges to Johanne that The Governor will kill everyone at the prison whether or not he gets Marcelino. He takes Johanne to the second level of the interrogation building and shows her The Governor's torture chamber through a grate in the wall.
The Governor then enters the chamber. Johanne aims her gun at him, but Milton wrenches it away. "I knew Philip before he became The Governor," Milton says later. "That man still exists." Johanne declares she's leaving to warn Daniel.
On the street, Natacha asks Johanne to relinquish her gun per The Governor's orders.
Afterward, Johanne approaches Dylan and Carla as they're guarding the wall, and tries to lure them away. When they refuse, she confesses that she's leaving Woodbury. "The Governor is not what he seems to be," she warns before fleeing.
The Governor interrogates Dylan and Carla about Johanne's escape. "This isn't a prison camp, is it?" Carla asks. The Governor reassures them he's merely concerned for Johanne's safety.
After the meeting, Milton implores The Governor to let Johanne go. The Governor realizes that Milton disclosed the ambush plan to Johanne and slams Milton against a wall.
Meanwhile, Johanne runs down the road to the prison.
Back in Woodbury, Renato, under the orders of The Governor, gathers Carla, Dylan, Natacha and Leonardo for a task.
Johanne ducks into the forest as The Governor's truck approaches. While she hides, a group of walkers attack, but she manages to kill them with her knife.
Renato brings Carla, Dylan, Natacha and Leonardo to the walker pit and asks for help rounding up the dead. Carla refuses to participate in a plan that involves feeding people to biters. "Those people killed Adriana, Catherine,... Hanna", Natacha says "We'll just be doing a favor to the world". Natacha tells Dylan that he used to be one of The Governors best soldiers and that he used to follow his orders without questioning, asking him what changed. "Johanne said that Daniel was in the prison" Dylan says. Natacha tells them that it doesn't matter who they used to be, "all they are now are monsters". As Carla and Dylan look at each other, wondering if what Natacha is saying is really true, Renato adds that he was also friends with Daniel, but that "they attacked Woodbury with no reason". Dylan and Carla end up helping.
Meanwhile, The Governor tracks down Johanne in his truck and chases her across a field. She flees to an abandoned warehouse.
The Governor finds the warehouse and stalks Johanne inside. He corners her at the door to a stairwell. She opens the door and slips behind it, releasing a herd of walkers on The Governor. She escapes as The Governor's screams echo behind her.
In the middle of the night, someone douses the pit walkers in gasoline and lights them on fire.
Johanne reaches the prison perimeter and waves to the guard tower. But before Caramelo can spot her, The Governor tackles Johanne to the ground, putting his hand over her mouth to silence her.
The next morning, Dylan arrives at the pit and finds the scorched walkers.
The Governor returns to Woodbury in his truck and tells Carla and Dylan he didn't found Johanne. Dylan reports on the burned walkers, and his suspicion that Carla and Dylan were responsible.
The Governor tells Carla, Dylan, Leonardo and Natacha that the pit walkers were just a scare tactic and were never intended to kill people. Dylan apologizes for being difficult. The Governor asks where Dylan and Carla found the gasoline. "Come again?" Dylan asks, confused. The Governer tells them to forget about it.
Later, The Governor runs into Milton on the street. "It's a real shame about the pits," says Milton. "I hope you find out who did it."
"Already have," The Governor replies, eyeing Milton.
Meanwhile, in The Governor's torture chamber, a gagged and bound Johanne sits strapped to the dentist chair, the walker pet chains dangling behind her.
- The title refers to Johanne being The Governor's prey.
- This episode was originally titled "Killer Within, Part II," but was later changed to "Prey."
- This episode's cover features Johanne and Sophia.
- Sophia represented Johanne's desire to get to the prison, where Sophia and the others are.
- Hanna and Adriana appear in this episode in a flshback.
- The song that plays during the closing scenes is "You are the Wilderness" by Voxhaul Broadcast.
- When The Governor whistles in the warehouse, he whistles the tune of the song that he sung to Penny, "Made to Suffer".
- Even though Johanne told the others about Daniel being in the prison, it seems like shee didn't told them anything about Caramelo's abduction, probably because Daniel was the only member of their class and they didn't knew Caramelo.
- She might haven't told them anything about Caramelo's abduction because The Governor asked her to keep it a secret, even though she doesn't trust The Governor anymore.