Lilly (Video Game)

"Your little boy there. You'll die protecting him. You may be able to keep this up a while longer, but eventually he'll slow you down. A walker you didn't spot... a bullet you couldn't dodge. A desperate cry for help that brings the herd. It happened to Lee... and it'll happen to you."

- Lilly to Clementine about Alvin Jr.

Lilly is a main character and later an antagonist who first appears in Telltale Games' The Walking Dead: Season One. She later returns in Season Four. She is the daughter of Larry, and acts as the initial leader of the Motel Survivors, eventually sharing the role with Kenny and Lee. However, after a breakdown resulting in the murder of a fellow group member she loses her role altogether. In the end she is either abandoned on a roadside by her group, or steals the group's vehicle and leaves on her own terms.

This breakdown stemmed from her beginning to suffer from paranoia due to her dad's death and the continued strain of leadership. Soon after her departure, she joined up with another group called the Delta, a community of survivors in West Virginia. Eventually Lilly is encountered once again around 7 years after the events of Season 1 and serves as the primary antagonist of the episodes "Suffer The Children" and "Broken Toys" in Season 4.

Overview
At first glance, Lilly is quick to earn the dislike or disrespect from the group, particularly due to her association with Larry, her father, and her constant siding with him. For the better part of the episodes, Lilly assumes the role of one of the group's co-leaders, probably out of the reason that nobody wants to take up the responsibility (aside from the group’s other co-leaders, Lee and Kenny).

As Lilly has military experience (Air Force, specifically), she handles herself pretty well among the men and isn't afraid to speak her mind in order to protect her father and herself. Additionally, she is knowledgeable in survival tactics and firearms, which became a trait for good leadership. She even set up a training regimen for the adults in the group. In general, Lilly is rather bossy and possessive, having the need to control the group in a way that she sees fit. An interesting point to note however, is that when Larry starts acting out in a fit of rage, she is quick to act as a pacifist and attempts to calm him down, to no avail at times. This shows that unlike her father, she does not bear the similar bitterness and resentment that he has for everyone else, although she does have a temper not to be reckoned with.

Lilly also tends to hold grudges. As there is only one point in which Lilly could have developed a dislike towards Carley onscreen. When Carley went against her directions, and then called Kenny boss. Lilly later states that she never trusted her, should she be saved in "A New Day". Other than that, the two rarely interact.

Lilly can also be fearful. In a desperate attempt to be allowed back into the group after killing Doug or Carley, she reveals that Lee Everett was a murderer before the apocalypse. After that, if she is allowed back into the RV, she expresses that she feels afraid about what the group will do with her. She will then steal the RV, hoping to escape any harm that the group may bring to her.

Should Lee try to get in favor with her, the game will reveal a softer side of Lilly that is in fact, a warm, considerate and polite lady who is unsure about her capabilities as the group's leader. Repeated conversations with her will show that Lilly tries to apologize to Lee on behalf of her father, stating that while everything Larry does is ridiculous, it is in the intention of protecting her and affirms her ground on siding with her father. When caught in conflict with Kenny, she reveals that she tried to see things from his point of view as a father and husband, yet finds no reason to support his decision, as it puts everyone else at risk. In fact, she confides Lee at times by asking him if her decision was right as a leader.

Despite having to prioritize her father, between Kenny and herself, she is more interested in overall group's welfare, and thus prioritizes everyone equally whereas Kenny seems to prioritize his family beforehand rather than anyone else.

At the end, Lilly's personality and responses are entirely dependent on how Lee treats her throughout the story. Simply put, if Lee tries to get in favor of her, they will get a glimpse of Lilly's softer side. Vice versa, if they go against her, she will continue to put up a tough persona and fight for what she thinks is best for the group. As of "Starved For Help" onward, Lee's relationship between her and Kenny will be put to a test.

In "Suffer The Children", she desired to have the school children come peacefully as opposed to kidnapping them. When her group forcefully entered the school and the situation escalated, she reluctantly ordered her people to kill if necessary, but could not bring herself to kill Clementine.

Robins Air Force Base, Warner Robins, Georgia
Lilly is the daughter of an army man and was stationed at Robins Air Force Base where she held an office job. She is used to dealing with pushy military men and immediately takes charge in tough situations. During a conversation with the St. John family while waiting for dinner, she reveals that she had seen action during her service. While incredibly strong-willed, she will always submit to her dad, Larry, a grizzled old man with a history of heart problems.

"A New Day"
She is first seen while saving Lee, Clementine, Kenny, Katjaa, and Duck from a walker attack. She takes them into a drug store where her group has set up camp. However, when rescued, her father, Larry, started yelling at Kenny and Lee for putting them in danger and claims that Duck is bitten and needs to be thrown out. Lee then needs to make a decision on whether to side with Kenny or Larry. As the group argues, Larry suddenly has a sudden heart problem, causing him to faint and collapse to the floor. Lilly takes care of him and asks Lee to get pills out of the back part of the pharmacy which is still locked. Later, Lee comes to talk to her and apologizes for what happened earlier, which she somewhat forgives him for. She continues caring for her father while Lee, Carley and Glenn are at the motel. When they get back, Lee attains the keys and they finally go and get the pills. However, when they open the locked pharmacy door, the security alarm goes off, attracting many walkers. They get the pills, treat Larry, and figure out a plan to escape. Lilly, Larry, and Glenn protect Kenny and his family while they get the truck, while Lee, Doug, and Carley hold down the shop. After they get the truck, Lilly sends her dad back to get everyone else. However, he punches Lee in the face in an attempt to get him devoured, but Kenny arrives and saves Lee. Later that day, they camp at the motel where Lilly talks to Lee and Kenny on how she thinks they will be okay at the motel, when suddenly the power shuts off.

"Starved For Help"
During the three month gap between "A New Day" and this episode, Lilly, Lee, and presumably the other survivors trained in the use of firearms in Lilly's "intensive training". After Lee, Kenny, and Mark arrive with Ben and the wounded David/Travis, Lilly will then yell at Lee and Kenny for bringing them here. During the argument, Lilly will force Lee to hand out four pieces of food to the starving individuals. After this task is complete she will tell Lee that it's not easy doing what she does. Lee tells her he doesn't envy her.

If given a piece of food she will reject it at first (depending on what the player said during the previous argument), but accept it without much force. She will comment that it doesn't change anything after. However, if Lee chose to side with Lilly when she and Kenny were arguing, she will gladly accept the piece of food that he offers her.

Lilly is then seen at the St. John's Dairy Farm, along with the rest of the group. When she sees the condition that Mark is in, she is visibly worried. She then complains about the place not being safe for the group and that they should take their food to go.

After Lee and Danny return from Jolene's Camp, Lilly is seen arguing with Kenny for reasons unknown. For most of the episode after that, she is shown standing at the gazebo with her father, Larry. If the player chooses to speak to Lilly, she will reveal that her and Kenny were arguing because Kenny found a locked door and wants to find out what's behind it. Lilly will also reveal a little about Larry's past, telling Lee of the loss of her mother, and how that caused Larry to act so violent.

After Lee opens the door in the barn, Lilly is shown at the dinner table with everyone else. When Lee returns from upstairs and informs the group that they are eating people, Lilly does not believe Lee at first. But once Brenda St. John confirms that this is true, Lilly looks at her in disbelief. Lee also has the option of telling Lilly to grab a knife, in which she grabs a table knife and stands up, before being held at gun point by Andrew St. John. She then demands the St. John's to let her and the group go before Lee is knocked out.

After Lee wakes up, Lilly, along with Larry, Kenny, and Clementine are trapped in a meat locker. Lilly is seen throwing up in one corner, due to her consuming the human meat. She also desperately tries to get Larry to calm down, but to no avail.

When Larry has a heart attack in the meat locker, Kenny believes that Larry is dead and will return as a walker. Lee must choose who to side with between aiding Kenny and kill Larry with a salt lick or aid Lilly and save her father.

Helping Lilly: If Lee chooses to help Lilly, he will run up to Larry's body and attempt to help. He asks Lilly to check for Larry's vitals and begins to perform CPR on Larry. Kenny, however, thinks that Larry is gone and is a risk of becoming a walker. He will kill Larry by dropping the salt lick block while Lee is trying to save Larry. Lilly and Lee's relationship becomes stronger, however, Lee's relationship with Kenny takes quite a downfall, as Kenny felt left alone with a tough and unpopular decision.

Shortly thereafter, Lee gets into a confrontation with Danny St. John inside the barn. After Lee is momentarily dazed and Kenny fails to assist, Lilly saves Lee by attacking Danny and pushing him into a bear trap. Later, when Andrew is fighting with Lee during the storm, both Clementine and Lilly will stand by the barn watching as Andrew attempts to force Lee's head into the electric fence. Since Lee attempted to resuscitate her father instead of aiding Kenny, she will shoot at Andrew, freeing Lee from his grip and showing a sign of care for Lee.

Helping Kenny: If Lee chooses to help Kenny kill Larry believing that there is a risk, he aids Kenny in crushing Larry with the salt lick block by pulling Lilly off of her Dad and holding her back. This decision, however, both enrages and upsets Lilly since she claims her father was still alive and causes her relationship with Lee to deteriorate. However, Kenny believes they both made the right decision.

While Andrew is fighting with Lee during the storm, both Clementine and Lilly will stand by the barn watching as Andrew attempts to force Lee's head into the electric fence. Since Lee tried to help out Kenny instead of her, she will just watch, with no attempt to try and shoot Andrew, despite Lee's cry for help.

No Choice: If Lee doesn't make a choice, Kenny will push Lee out of the way and tell him he's useless. He then grabs a salt lick and drops it on Larry's head. Kenny is angered by Lee's indecisiveness, but Lilly does not hold anything against him.

After the group escapes the St. John's Dairy Farm, the group hears a car parked with doors open. After Kenny and Katjaa see all the food in the trunk, Lilly sides against taking the food. If Lee sides with taking the food then Lilly will assist in carrying the boxes, if he does not then she will not help carry the boxes whatsoever.

"Long Road Ahead"
After Kenny and Lee return from the Pharmacy, she is either content or enraged with the amount of supplies scavenged. When Kenny suggests leaving in the RV, she scolds him (and Lee, depending if he helped to kill Larry) about how she trusts them. Kenny insists on his plan, and she becomes enraged once again, mentioning stolen supplies. After everyone leaves, Lee comes back to ask about what she meant by "stolen supplies", and she states that someone has been stealing them. She asks Lee to look around for clues. With the help of Duck, Lee finds the medical supplies that were hidden outside, she then realizes someone is selling them out, and takes it very personally, believing it to be a crime bordering on indirect murder, and asks Lee to help her round up the group so the traitor can be exposed.

But before that can happen, she looks outside and finds the Save-Lots Bandits holding the group hostage. She grabs a rifle, ordering Lee to distract the bandits, and jumps outside her window. Lee's distraction works, and she takes the bandits by surprise, showing great skill at sniping the bandit leader and several others, as Lee gets everyone on the RV. When walkers arrive, she barely manages to enter the RV, knowing the Motel is lost. With the motel gone, she loses it and begins to question who the traitor is.

If Carley was saved in "A New Day": Lilly will believe it is Carley but Ben defends her and tries to sort things out by putting it to a vote, but then this leads Lilly to believing it could be both of them but puts Carley as her top suspect. When the RV runs into a walker in the road, and they have to pull over for an emergency stop, the confrontation comes to a head, as she tries pressuring Ben and Carley into pointing fingers at each other, threatening to leave one of them behind.

When the argument gets heated, a crisis occurs as Carley insults Lilly, telling her that she is being paranoid and is acting like a scared child. When Carley turns her back on her, Lilly grabs her pistol and shoots Carley in her cheek, killing her in the heat of passion and then justifying her action by stating that she must have been the traitor, even though she herself didn't seem entirely convinced.

If Doug was saved in "A New Day": Lilly will believe it is Ben but Doug defends him and tries to sort things out logically, but Lilly continues to suspect Ben as he could have possibly been planted in by the bandits as he joined recently. When the RV runs into a walker in the road, and they have to pull over for an emergency stop, the confrontation comes to a head, as she tries pressuring Ben into confessing that it was him and getting the group to vote against him.

When the group gets distracted by Kenny killing a walker, Lilly grabs her pistol and points it at Ben fully believing that he is the traitor, but Doug pulls him out of the way and is accidentally shot in the back of the head. Lilly shows great regret after killing Doug.

Lee pins her up against the RV, forcing her to drop the weapon. She does so and says she was just trying to protect the group. Lee is confronted with the decision of leaving her behind, or allowing her to stay with the group in order to pass judgment on her later.

Leaving Lilly behind / No Choice (Alive): If Lee chooses to leave her behind, she reveals Lee's criminal past to the group due to panicking and trying to reason she isn't the only murderer. However this changes nothing and she watches as the group pulls away in Kenny's RV. A walker approaches her and she begins to run.

Allowing Lilly to stay (Alive): If Lee allows her to stay with the group, she still reveals Lee's criminal past to the group due to shock. Lilly is tied to the seat. When the group investigate a defunct train, she breaks free and steals the RV when it's parked near the train. If Lee didn't assist Kenny in killing Larry in the previous episode, Lilly will offer him the chance to join her when he goes inside the RV to get a pencil; Lee can either refuse or accept. If Lee refuses, Lilly will force him out of the RV and drive off, and if he accepts she will tell Lee to get Clementine but instead, tricks him and steals the RV. Kenny comments that she isn't very likely to be able to drive more than 30 miles, as the RV's radiator is worn out and close to overheating.

When Lee asks the remaining group members for their view on Lilly upon reaching the train, each give their own opinion. Katjaa will say that she would have left her. Ben will say that he wouldn't have known what to do if he had to make the choice. Later on, Clementine mentions Lilly and that she gave Clementine hair bobbles for her hair that she still keeps.

"No Going Back"
After Clementine is shot by Arvo, she has a dream about talking to Lee in the RV. During this, Clem asks why Lilly shot Doug or Carley, to which Lee responds that she did it out of sadness and anger. If Lilly was brought with them, she can be seen sleeping in the back of the RV. Lee then asks Clem whether she thinks they should have brought or left her, depending on her fate in "Long Road Ahead". Clem can say maybe or no, or that she doesn't know.

"Suffer the Children"
Despite abandoning or being abandoned by Lee, Lilly managed to survive the next mass of years following this. At some point, she joined the Delta, getting involved in their war with a group of survivors further north. She took part in the smuggling operation to take Tenn's sisters. A year on, she with another Delta member, Abel searched the woods for the children, coming acros Clementine and and her companion Alvin Jr. After Clementine managed to disarm Abel, Lilly holstered her rifle to the girl's neck from behind to stop her. Pinning Clementine to the ground with her foot, Lilly ordered she helped them take the other children. However, upon Clementine rolling over, Lilly recognised the girl from her days with Lee and the other Motel survivors. Helping her up, (Determinant), Lilly dismissed Abel's concerns and treated Clementine as an old friend, peacefully persuading her to help recruit the children now, offering Clementine protection for her and Alvin Jr. with the Delta, given Lee is no longer alive to care for her.

However, Violet and Louis prepare to ambush Lilly from the bushes, with Violet shooting Lilly in the shoulder or distracting her and Abel to allow Clementine and Alvin Jr. to escape. Lilly and Abel chase the pair through the woods only to lose them when a walker herd blocks their path. Lilly and Abel then returned to their group to recruit more people to take the children from the school by force.

Two weeks later, Lilly and some from the Delta attacked the school, breaking through the barricaded gates. Clementine revealed herself, aiming an arrow at Lilly. Calling off the snipers in the trees, Lilly attempted to negotiate with Clementine, even resorting to baiting Tenn out by mentioning how his sister enjoyed living with the Delta. She tried to grabbing, either succeeding or not depending on Clementine's reaction (Determinant). The confrontation escalated as Mitch detonated his fertiliser bomb in the Delta's carriage, knocking Lilly and her companions down. She recovered though, stabbing Mitch through the neck with her knife and ordered her squad to kill the children who resisted and capture those who did not.

A few minutes later, Lilly saw Clementine tackle Abel from the school balcony, breaking her companion's legs on the fall. Lilly holstered her rifle at Clementine but was unable to fire given their history. Louis or Violet then tackled Lilly to the ground but she overpowered him/her, having one of her squad drag him/her to the horse-drawn carriage to take back to the Delta. They then fled the school, having kidnapped Omar, Aasim, and Violet or Louis. (Determinant) Running through the gates, she threw a molotov at the entrance to stop Clementine and the others chasing them. She glared at Clementine through the fire then took off with her group.

"Broken Toys"
Lilly is first seen as Clementine, AJ, Willy, and Louis/Violet talk to Minerva. She and another member of the S.S. Fitzgerald tell Minnie to hurry and finish her duties to return to the ship. When Minnie tells her okay, Lilly returns to base.

Lilly is later seen after Clementine has been locked up in the ship. She enters the cell with a gun, as Minerva watches on with her Crossbow. She tells Clementine a story about her father, Larry, where Clementine can antagonize her.

Lilly then tells Clementine about the "twin parable" about Minerva and Sophie. She says Minerva realized the Delta was a place they could live, however, Sophie didn't. When the two tried to escape, they were caught, and Minnie killed Sophie to prove her loyalty. Minnie is visibly shaken as Lilly tells Clementine what happened.

She then proceeds to tell Dorian to make an example out of Louis or Violet, cutting off their finger. If AJ interferes, Lilly tells Dorian to stop, allowing Clementine's ally to keep their finger. If AJ allows it to happen, Dorian goes through with the amputation.

Either way, AJ threatens Lilly, who approaches him, telling him he'd make a great soldier. Amused by his threats, Lilly takes AJ to speak to him, ordering Dorian to turn on the boiler to get far from here, fast.

After Clementine beats Minerva, she reaches the top of the ship to get AJ back. Lilly and Gina are talking to James, and Lilly orders Gina to kill him. Tenn interferes, grabbing Gina's gun and pointing it at Lilly. Lilly tells Gina not to do anything, and tells Tenn to "do it." When Tenn begins crying, Lilly mocks him and snatches the pistol from his hand.

She tells him he's clearly not meant to be a soldier, and points the gun to his head, ready to kill him. AJ proceeds to bite Lilly's hand, stunning her. Clementine reveals her position, attacking Lilly as James fights Gina. While Lilly and Clementine fight, AJ stabs Lilly in the leg with a knife. Given the opportunity, Clementine kicks the knife twice, severely injuring Lilly, causing blood to pour from her thigh. Noticing the gun, both Clementine and Lilly jump for it, however, someone else has grabbed it.

AJ. He points the gun at Lilly's head. Lilly begs for her life, saying she'll leave them all alone and return to the Delta as James defeats Gina and tells AJ to spare her life, as she's beaten. Tenn tells him it's a trick and to finish her off.

In-Game Decision
Clementine tells AJ to put down the gun (Unknown): AJ says okay and lowers the gun. James smiles and approaches AJ, turning his back to Lilly to grab the gun. As he does this, Lilly removes the knife from her leg and stabs James through the back, killing him. As James dies, Lilly takes the gun. After James has died, Lilly aims the gun at AJ, before the bomb goes off, leaving her fate unknown.

Clementine tells AJ to shoot Lilly (Dead): AJ follows Clementine's orders and shoots Lilly in the cheek, killing her instantly. After her body has hit the ground, AJ continues shooting her lifeless corpse, much to James' shock and dismay. Sullene approaches, calling out for Lilly to tell her the other kids escaped, before noticing her body. Angry, Sullene aims her gun, ready to kill the kids. Stopping her, the bomb goes off.

Clementine says nothing (Unknown): If Clementine says nothing and time runs out, James will take the gun off of AJ and the result will play out as the same if telling AJ to put it down.

"Take Us Back"
Lilly will appear in this episode if she was spared in the previous episode.

Death (Determinant)
When Lilly and Clementine fight on the uppermost level of the Delta's boat, Alvin Jr. frees Clementine by stabbing Lilly in the knee with her knife – which Clementine twists in deeper – temporarily immobilising her. They both reach for a pistol dropped on the ground but AJ collects it first, holding Lilly at gunpoint. Lilly feigns her defeat and resignation, and pleads for her life. If Clementine orders AJ to shoot, Lilly is shot in the cheek – killing her instantly. AJ then proceeds to shoot her in the head, and then multiple times elsewhere; he is finally stopped by James.
 * Killed By
 * Clementine (Caused or Indirectly Caused)
 * Alvin Jr.

Killed Victims
This list shows the victims Lilly has killed:
 * Danny St. John (Caused, Determinant)
 * Andrew St. John (Caused, Determinant)
 * Bandit Leader
 * Carley (Determinant)
 * Doug (Accidental, Determinant)
 * Mitch (Alive, Before Reanimation)
 * James (Alive, Determinant)
 * A few Save-Lots Bandits
 * Numerous counts of zombies and unnamed people

Non-Canon Deaths
Lilly can be killed depending on Clementine's actions and decisions. These deaths are considered non-canon, and result in a game over. Clementine will then re-spawn and be allowed to try again. Below is a pictorial list of when Lilly can be killed.

Season 4

"Suffer The Children"

Relationships
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Larry
"Look, my dad can be an ass sometimes, I know that. But he's not a bad guy. He just... He's got a lot of pain. He's been through so much. And lost... pretty much everything. And it's hardened him, you know? Yeah, he's bitter and hateful, but that's all just to protect himself. And me."

- Lilly to Lee about her father. (Determinant)

Lilly is Larry's daughter, and she is fiercely loyal to him. She admits that he has a short temper, and can be difficult to deal with, but says that this comes from a lot of pain in Larry's past, and that underneath that, he's a good man, trying to keep her safe. The two do not always agree, or even get along with each other, but even when they're fighting, Lilly and Larry will present a united front to others. Larry is one of Lilly's greatest sources of support and of stress, since she constantly worries about his heart condition, and Larry seems incapable of remaining calm during some situations. Lilly says that her father is the only thing she has left in the world.

At the St. John's Dairy Farm, these two mostly kept to themselves during the time before dinner, as they are seen alone near a gazebo. After the events at dinner and being locked in the meat locker, Lilly desperately attempts, to no avail, to keep Larry from acting up and pounding on the door. Larry has a heart attack and passes out the on the floor. She acts in desperation and begins CPR. After Kenny smashes his head in with a salt lick, she goes into a state of depression which causes her to become more cold and vengeful.

Lee Everett
"Lee isn't with you. So, he's dead then."

- Lilly to Clementine about Lee.

Lilly's relationship with Lee is determined by his decisions. If Lee often sides with Lilly, she will show him a side of her that no one else seems to see, and will be nice and caring towards Lee. If he sides with Kenny, however, she will act much more hostile towards Lee. Lee and Lilly's relationship is seriously affected during the meat locker incident at the St. John's dairy. If Lee decides to try and help revive Larry, she will be more understanding towards Lee, and save him when he is held at gunpoint by Danny St. John, and later again when Andrew St. John is attempting to shove him into the electric fence.

On the other hand, if Lee decides to help Kenny kill Larry, then Lilly will hate Lee for what he did to her dad, and will not even attempt to save Lee when he is in danger.

After Lilly kills Carley/Doug, Lee has the choice of either leaving her on the side of the road, or taking her with the rest of the group, regardless of choice, at this time Lilly will announce to everyone what Lee did prior to the apocalypse. If she is left behind, it is the last time Lee sees her. If he brings her along and he tried to save Larry in the meat locker, she will ask him if he wants to come with her, as she plans on stealing the RV. Lee decides whether or not to go with her, if he declines, he will be thrown out of the RV as she drives away. If he agrees, he will be going to get Clementine when Lilly begins driving, leaving him behind. On the other hand if he brings her along when he helped Kenny kill Larry earlier, Lilly will throw Lee out of the RV before he can say anything.

When reuniting with Clementine in "Suffer The Children", Lilly will quickly assume that he's dead due to his absence, and will be a little saddened. She will state that Lee was either smart or stupid for kicking her out or letting her stay. Lilly somewhat blames Clementine for Lee's death saying he might be alive if it wasn't for her.

Clementine
"Shit, should be easy."

- Lilly struggling to pull the trigger on Clementine.

Although they are not seen interacting much, Lilly and Clementine seem to have a positive relationship. Lilly agrees to protect Clementine in the St. John's Dairy regardless of how she feels towards Lee. Kenny can remark that Clementine is one of the few people Lilly seems to care about after the meat locker incident. She is seen keeping Clementine company on Jolene's camera, smiling while watching Clem play with her ball and also gives Clementine her hairbands. Lilly's concern for Clementine's well-being was also one of the reasons she is extremely paranoid over medicine being stolen.

However, in "Suffer The Children", their relationship has greatly changed, despite not having seen each other in years. Despite Lilly's changed, ruthless personality, she still cares for Clementine, as shown in their initial interaction in the episode and how Lilly is unable to bring herself to shoot Clementine during the raid despite her being the biggest obstacle to the raid's success. In Clementine's fight with Abel, much to his annoyance, he implies that Lilly wanted Clementine to work with them instead of killing her. Lilly compares Clementine to Lee, particularly in regard to her relationship to Alvin Jr., and warns her that she'll end up sharing Lee's fate if she doesn't abandon the boy; saying that Lee would still be alive had he abandoned her.

Kenny
"You like to think you're the leader of this little group, but we can make our own goddamn decisions! This isn't your own personal dictatorship!"

- Kenny to Lilly.

Kenny and Lilly have a very tense relationship with one another. Kenny wants what is best for his family and tends to often get in the way of Lilly's management. Lilly and Kenny first meet at the drug store where Lilly's father demands that Kenny's son, Duck, should be thrown out to the walkers for possibly having been bitten. Kenny is extremely hostile to Larry. This starts their relationship off on a bad level. After Larry suffers from cardiac arrest, due to his heart condition, Lilly takes care of him, leaving Kenny in charge of the group. When Carley is given an order by Kenny to shift in with Doug when he needs it she replies "You got it, 'boss.'" Lilly can be seen in the corner, her facial expression indicating that she's disgruntled by Kenny's taking charge.

Throughout "Starved For Help", Kenny and Lilly constantly argue over who's leadership method should be followed. Kenny and Lilly's relationship is seriously affected during the meat locker incident at the St. John's Dairy Farm. Kenny will kill Lilly's father, Larry, with a salt lick, in fear of him reanimating. This completely solidifies Lilly's hatred for Kenny, and causes Lilly to begin a deep grieving process for her father. Kenny still claims to, although he worries her being the leader is a bad things, not distrust Lily despite their problems.

When Lily suffers from paranoia, culminating in her murdering one of the group, the pair's relationship reaches the end of any hope for reconciliation; Kenny himself declaring Lily stay behind and takes her role as leader from her (along with Lee), referring to Lilly as a 'crazy bitch'.

Katjaa
"We have to have lines. Yes, I would've left her."

- Katjaa on leaving Lilly behind. (Determinant)

These two had little shown interaction, but Lilly most likely saw Katjaa as very valuable due to her medical training. However she displayed a lack of consideration for Katjaa when she decided that Kenny's vote regarding the thief of the group's supplies would count for both him and Katjaa. Katjaa stayed neutral in her and Kenny's leadership disputes, and Katjaa showed no ill will towards Lilly until Lilly killed Carley/Doug on the road. If Lee left Lilly on the road, Katjaa will say that she would've done the same thing.

Duck
"No. Mom and Dad won't let me touch any of their stuff. Lilly neither."

- Duck about Lilly. (Determinant)

Lilly doesn't say much about Duck, though she can find him annoying at times. When they first meet, Lilly will side with her father, who says that Duck should be thrown out. Despite having a tense relationship with and many arguments with Kenny, Lilly doesn't hate Duck, Kenny's son, and cares for him. Lilly doesn't have much faith in Duck, as she refuses to let Duck handle their supplies. Lilly's care for Duck's well-being was one of the main reasons why she was extremely paranoid over supplies being stolen.

Carley
"You think you're some tough bitch, don't you? Like nothing can hurt you. But, you're just a scared little girl. Get the fuck over it. Take a page from Lee's book and try helping somebody for once."

- Carley telling Lilly off. (Determinant)

Carley and Lilly's relationship is not well explored in "A New Day" and "Starved For Help", though it seemed that, like the rest of the group, she dislikes Lilly's father, Larry, and is frustrated by her constant arguing with Kenny. After the Motel is overrun in "Long Road Ahead", Lilly will state that she "never trusted Carley." Later on, Lee can approach her about what she thinks of Lilly and Carley replies that she "worries about her". However, it is clear that Carley is thoroughly sick of Lilly's abusive and paranoid behavior. When Lilly accuses Carley and Ben of taking supplies and giving them to the Save-Lots Bandits, she will aggressively defend herself and Ben. Lilly impulsively pulls out her gun and murders Carley, showing no remorse or whatsoever which shocks the rest of the group.

In Suffer The Children, Lilly doesn't remember her name just referring as that girl.

Doug
"I dunno. I guess I'm sad. Nobody deserves to lose their parent like that."

- Doug to Lee about Lilly. (Determinant)

Lilly seems to have a neutral relationship with Doug. Lilly doesn't seem to dislike Doug and doesn't harbor any ill feelings for him, despite the fact that he isn't very good with guns. When asked for his opinion on Lilly, Doug will say that he both feels sorry for her and fears for her mental condition after Larry's death. Doug is accidentally killed by Lilly while saving Ben's life. Lilly seemed shocked and distressed over her actions, saying that Doug wasn't supposed to be killed and that she never meant to hurt him. This is in stark contrast with her reaction to killing Carley, where she shows no remorse.

In Suffer The Children, Lilly doesn't remember his name just referring as that guy.

Mark
"The only reason YOU'RE here is because you had food. Enough for all of us."

- Lilly to Mark.

Mark and Lilly were both in the US Air Force before the apocalypse, but no evidence suggests they knew each other until after the apocalypse occurred. Lilly only accepts Mark in the group because he had food to offer. Despite his usefulness, Lilly seems to have a slight dislike for Mark, blatantly telling him that he is only in the group because he had food, and because the food is used up, his spot in the group is not secure. However, Mark acknowledges that Lilly can take care of herself and seemeds to respect her role as leader. After finding out that Mark's legs were chopped off by the St. Johns, Lilly is horrified by what happened to Mark.

Glenn
"I'd go out there again in a second!"

- Glenn defending his decision to save Lee's group to Lilly.

Glenn and Lilly have little interaction, but Glenn seems to somewhat dislike her. He defends Lee's group from Lilly's arguments to kick them out, and later happily goes along with Kenny, establishing himself as a de-facto leader, undermining her desire to be in his position. However, Lilly seems to care for Glenn, as she sounds distraught about his risking himself outside the drugstore. Additionally, when Glenn discusses leaving for Atlanta with Lee, Lilly overhears their conversation and moves in to try to convince him not to. Before she can do this, Lee motions for her to stop, an order she unhappily follows.

Ben Paul
"Look me in the eye and tell me you had nothing to do with this!"

- Lilly interrogating Ben about the Motor Inn attack and the stolen supplies.

Ben and Lilly are never friends. When they first meet, Lilly sides with her father when he says that they shouldn't let Ben into the group. Lilly never trusts Ben or finds him particularly useful. If Lee asks Ben what he thinks of Lilly, Ben will say that he is terrified of her. Any chance they had of forming any kind of positive relationship is destroyed after the Save-Lots Bandits attack and drive them out of the motel. Ben is Lilly's prime suspect if Lee saved Doug in "A New Day". When she tries to discover who was giving their supplies to the bandits and aggressively interrogates Ben to the point where he is completely terrified, Lilly doesn't relent even when Carley/Doug and possibly Lee defend him. This ends with her murdering Carley or attempting to murder Ben and accidentally killing Doug instead. Ben is shocked by this and admits to Lee that he doesn't know what he would have done to her, although he would have considered leaving her behind.

Andrew St. John
"Put your guns down! We are walking out of here, now!"

- Lilly to Andy and Danny.

Lilly seems to trust Andy and views him and his family as kind people. Lilly is polite to them and says that the group should leave so that they won't be a burden to the St. Johns. Their relationship starts to deteriorate when Lee tells Lilly that St. Johns are hiding something and might be up to no good. She says that the "rednecks" give her the creeps and that they should take their food and leave. Lilly is later shocked and disgusted when it is revealed that the St. Johns are cannibals and that they chopped off Mark's legs, ruining any friendship she had with Andy. When Lee is about to be driven into the electric fence by Andy, Lilly shoots Andy with no hesitation. When the group leaves the farm and Andy behind, Lilly seems to be sympathetic to Andy as she looks at him with a sorry look on her face, as both of them have lost their family.

Danny St. John
"I should fucking kill you right now."

- Lilly to Danny. (Determinant)

Lilly seems to trust Danny and views him and his family as kind people. Lilly is polite to them and says that the group should leave so that they won't be a burden to the St. Johns. Their relationship starts to deteriorate when Lee tells Lilly that Danny shot Jolene, causing her to realize that Danny is capable of murder and that the St. Johns might be up to no good. She says that the "rednecks" give her the creeps and that they should just take their food and leave. Lilly is later shocked and disgusted when it is revealed that the St. Johns are cannibals and that they chopped off Mark's legs, ruining any friendship she had with Danny. In the barn, when Lee is about to be shot by Danny, Lilly saves him by attacking Danny with a sickle and pushing him into a bear trap without any hesitation (Determinant). Lilly can angrily tell Danny that she should kill him for playing a role in her father's death, or Lilly can berate Lee if he refuses to kill Danny (Determinant).

Brenda St. John
"Just watch yourself, Lee. These kinds of people are usually protective over their privacy."

- Lilly to Lee about Brenda. (Determinant)

Lilly seems to trust Brenda and views her and her family as kind people. Lilly is polite to them and says that the group should leave so that they won't be a burden to the St. Johns. She even tells Lee not to be too nosy about them, respecting the St. Johns' privacy. Their relationship starts to deteriorate when Lee tells Lilly that St. Johns are hiding something and might be up to no good. She says that the "rednecks " give her the creeps and that they should just take their food and leave. Lilly is later shocked and disgusted when it is revealed that the St. Johns were cannibals and that they chopped off Mark's legs, ruining any friendship she had with Brenda.

Abel
"Great. You know her, I know her. Point is, we got a job to do.."

- Abel to Lilly about Clementine.

Lilly and Abel seem to have a good relationship, as Abel respects her leadership. However, he is annoyed by her leniency towards Clementine, who he sees as a threat to the group.}}

Appearances
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Season 1

 * "A New Day"
 * "Starved For Help"
 * "Long Road Ahead"

Season 2

 * "No Going Back" (Dream, No Lines, Determinant)

Season 4
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 * "Suffer The Children"
 * "Broken Toys"
 * "Take Us Back" (Determinant)

Trivia

 * Lilly is the fifth major recurring antagonist in the video game, the first being the Save-Lots bandits leader, the second being the Stranger, the third being William Carver, and the fourth being Joan.
 * In "Long Road Ahead", it is revealed that Larry told Lilly about Lee's past prior to the episode. Lilly will reveal that she already knew if Lee decides to confess to her while he is still in the motel. Regardless, Lilly will try to use this information against Lee after Kenny calls Lilly on murdering Doug/Carley.
 * In "Starved For Help", Lee has to decide who to give food to. 29% of players chose to feed Lilly.
 * For some reason in "Starved For Help", Lilly retains her appearance that she had in the pre-release teaser image, however in the next episode "Long Road Ahead", Lilly regains her appearance from the first episode but it is shown in the "previously on" segment that she had that appearance in "Starved For Help". Why her appearance changed and then returned is unknown.
 * In the PS4, Xbox One and remaster collection release, this was fixed and Lilly has her regular appearance in "Starved For Help".
 * Originally, Lilly was supposed to be the character with the same name from the comics and novels. Upon the release of the The Road to Woodbury, which features a different back-story for Lilly than the video game, the developer Telltale Games removed from the official website all references to Lilly being the same character from the comic series. Also, the in-game achievement that displays when Lilly leaves the group was changed from "Woodbury bound" to "What now?".
 * Lilly and Larry both end up betraying Lee by some means.
 * If the player chooses to side with her in all arguments, help Lilly revive her dad in the meat locker, and if Lee reveals his secret to her, Lilly reveals Lee's secret to the group out of fear, and steals the RV if Lee decides not to leave her behind.
 * In an interview with Gavin Hammon, the voice of Kenny, it was revealed they planned a scene where Lilly would appear with the RV again after her original departure, but it was never made.
 * In "A House Divided", Clementine has the option of talking with Alvin about Lilly shooting Doug/Carley, It's also mentioned whether she was left behind or not.
 * She is one of two characters from Season One confirmed to appear in Season Four, the other being Clementine.
 * Due her death in Broken Toys, Clementine is the last member of the original group currently confirmed alive and one of the three members who could still be aliven the others being Lilly and Kenny. (Determinant)
 * Lilly had the longest gap between appearances of a video game character, spanning from "Long Road Ahead" to "Suffer The Children", a total of 14 episodes.
 * Ironically, Lilly can die by a shot in the cheek, just like how she killed Carley. (Determinant)