The following is a transcript of Episode 2: Starved For Help of Telltale Games' The Walking Dead: Season 1.

Previously On

Some walkers are seen eating a corpse.

Lee: Previously on The Walking Dead...

The scene cuts to the interior of the pharmacy.

Carley: I know who you are.

The scene cuts to a police car driving down an Atlanta road.

Policeman: Oh, I got another good one for ya-

Lee: Watch out!

Lee: Oh, shit!

Lee: In the road!

Lee: Fucking drive!

Lee says nothing.

The car crashes into the person on the road, veering out of control, through the guard rail, and off the edge of the cliff.

Lee limps away as he is chased by walkers and falls down.

The scene cuts to the interior of Clementine’s house.

Lee kneels to be at Clementine's eye-level.

Lee: You've been all by yourself through this?

Clementine: Yeah. I want my parents to come home now.

The scene cuts back to the interior of the pharmacy.

Kenny: And you, you keep an eye on that front door. You're our lookout.

Doug: It's Doug, you got it.

Carley: And I'm Carley.

Kenny: Okay, Carley, you'll shift in with Doug when he needs it.

Carley: You got it, boss.

A zombie knocks Duck over outside of the pharmacy and tries to attack him, but Carley shoots it and saves him.

Larry looks behind him, at Duck who is sitting down and has Katjaa attending to him.

Larry: Son of a bitch, one of them is bitten!

Lee: It's either him or your son. I say it's him.

Lee crosses his arms.

Kenny: Goddamn right; out on HIS ass with those THINGS.

Lee: We reason with him.

Lee crosses his arms.

Kenny: With the bloody end of an axe-handle, maybe! Nobody threatens my boy.

Lee: We kick his ass.

Lee crosses his arms.

Kenny: That's what I'm thinking.

Kenny: With or without you, I'm protecting my kid with my LIFE.

Lee runs over to Doug and pulls him out of the zombies' grasp.

Carley is pulled to the ground by a zombie. She tries to escape but the zombies pull her back down and devour her as she screams. Doug covers his mouth with his hand, horrified.

Doug: Holy...

Lee tosses a magazine to Carley and she reloads just as another zombie appears in front of her. She shoots both zombies.

Doug: AHHH!

Clementine: AHHH!

Doug is dragged out the window and screams while devoured by zombies. Carley covers her mouth with her hand, horrified.

Carley: Oh, my god...

The scene cuts to the Travelier Motel.

Larry: And I don't give a shit about what happens to you. But if anything happens to my daughter or that little girl you've got with you, heh, you watch your ass.

Woods

THREE MONTHS LATER

A zombie is eating a rabbit. Lee Everett walks up behind it and axes it in the back of the head. Mark walks up behind him.

Mark: Damn. What'd they get this time?

Lee: Looks like a rabbit.

Mark: Well, that's another meal lost.

They start walking.

Mark: I still can't believe we went through all that commissary food in three months! It seemed like so much at the time.

Lee: Maybe you shouldn't have opened the door.

Mark: Yeah, except then I'd probably BE food right now. Trust me, I have no regrets!

Lee: A rabbit's hardly a meal, Mark, but...I'd take it. We're all hungry.

Mark: No kidding.

Mark: When I accidentally grabbed for Carley's rations the other night, I thought she was gonna take off my hand!

Lee: We're all on edge. Just cut her some slack.

Mark: Last night I heard your friend Doug laying in bed just naming types of pie. It was driving me nuts. I think he's starting to lose it.

Lee: He's not the only one. Won't you cut him some slack?

Mark: Yeah, you're right. I wish I knew for sure how much food we have left.

Lee: We'll manage.

Mark: Maybe. You know some people aren't too happy about the way Lilly is handling rations.

Lee: Lilly knows it's important to keep the adults fed and functioning. Sometimes that means someone's gotta miss a meal.

Lee: You'll have to ask Lilly. She's the one handling the rations.

Mark: Or mishandling it, if you ask Kenny.

Lee: He's just worried about his kid getting enough. I worry about Clementine, too.

Lee: Not enough. According to Lilly we've just about hit the last of our food reserves. Some people might have to go without tonight.

Mark: You mean "Lilly's Lottery" again. Kenny's gonna be pissed.

Mark: ...That much, huh? Does Kenny know?

Lee: I don't know.

Mark: You think Kenny's having any more luck than we are out here?

Lee: I sure hope so.

Mark: Yeah, between the lack of food and Kenny and Lilly fighting all the time, things are getting pretty tense back at the motor inn. You know Kenny's been talking about taking off if he can get that RV running.

Lee: He's got a wife and son to look out for.

You gave your opinion about Kenny.

Mark: And they're safest in a big group. Going out on his own will get them ALL killed.

Lee: Kenny won't abandon us. He's a good man.

You gave your opinion about Kenny.

Mark: I guess we'll see.

Lee: Maybe he'll be better off without us. And we'll have three fewer mouths to feed.

You gave your opinion about Kenny.

Mark: And one fewer gun hand. One way or another, it's a bad situation.

Mark: I think we're stronger as a group. I just don't know what'll happen if we start to break apart.

Mark: Can't blame him, though--did you hear Larry going off on him last night? What's the old guy's deal, anyway? Seems like he's got a problem with you in particular.

A bird caws and flies.

Lee: He thinks I'm a danger to the group and Clementine.

Mark will remember that.

Mark: I think he's the one putting us in danger. The way Lilly worries about his health, I wouldn't be surprised if she's been skimming rations for him.

Lee: He's just an old racist asshole, that's his deal.

Mark will remember that.

Mark: Well, he needs to get over that and start finding a way to pull his weight. Heart problems or not, we should all be out here trying to find food.

Lee: Larry's just looking out for his daughter.

Mark will remember that.

Mark: Hey, I know Lilly. She can take care of herself. He needs to take that energy and put it towards finding us some more food.

Lee: Who knows what Larry's problem is?

Mark: Maybe that's the way he is, but that guy needs to chill out.

Lee says nothing.

Mark: And I know Lilly thinks he's getting weaker, but the guy's all muscle! He's a walking piledriver! I know I wouldn't want to be stuck in a room with him! And didn't he punch you in the face one time?

Lee: Knocked me flat.

The bird flies into a tree. Lee and Mark duck down behind a rock, with the latter ready to shoot it.

Lee: Take the shot! We need anything we can get at this point.

Mark fires but misses and the bird flies away.

Lee: Don't. Gunshot'll bring walkers. One bird's not worth it.

Mark lowers the gun.

Mark: Yeah, I know... I'm just...really frickin' hungry.

Lee: It's a long shot. I'd hate to waste the bullets.

Mark: Trust me. If I don't think I can hit it, I won't.

Mark fires but misses and the bird flies away.

Lee says nothing. Mark fires but misses and the bird flies away.

They hear a far off scream.

Mark: Shit! Was that Kenny?!

Lee: I don't know! Come on!

They run toward the scream for a while, then they stop once they can't find its location. They hear the scream again, and Lee and Mark head in that direction. They find a teacher stuck in a bear trap and two college students trying to get him out.

Mark: Jesus Christ...

The teenagers turn around.

Travis: Oh, shit! No. No, please don't kill us! We just want to help our teacher! We'll leave, I swear!

Kenny catches up with them.

Kenny: Lee! You guys okay?

David: Get it off! Get it off, goddamn it, get it off me!

Ben: Travis, maybe they can help!

Travis: These might be the same guys that raided our camp and... We barely got away from that!

Mark: What guys?

Kenny: Why the fuck is there a bear trap out HERE?!

Ben: I don't know, man...

Lee: It's okay. We're not gonna hurt you.

Travis: Don't listen to them, Ben! Please, just let it go! We're not a threat to you!

Kenny: Kid, chill out! We'll try to help you, but you've got to shut the fuck up!

Lee: What the hell happened?

Ben: Mr. Parker said we should stay off the streets! We were trying to be careful but--

David: Rrrrrrrgghhh!

Lee: Who raided your camp?!

Ben: I--I don't know! Guys with guns!

Travis: Please! We won't bother you! I swear!

Lee says nothing.

Mark: Lee, this is fucked up. We've gotta help 'em.

Ben: PLEASE!

Travis: Ben, shut up! My dad was Special Forces, I know what I'm doing!

Ben: Just see if you can get him out! After that you can leave us or whatever, I don't care! Please!

Lee: We gotta get him out of there.

David: Oh, god, thank you!

Kenny: Fine, but you gotta hurry!

Lee: This isn't our problem. We should go.

Ben: No, no, please! At least just LOOK at the trap! Just look at it and maybe you can TELL us how to get it off!

David: Please, help me!

Lee: Was he bitten?

Ben: Bitten? No! I swear!

Mark: Lee, come on...what is there to think about? We gotta try!

Mark bends down to look at the trap.

David: Hurry...please, hurry...

A walker walks nearby.

David: Ggnnnnrrrnnn!

Mark: Lee, this trap's been altered. There's no release latch.

Travis: ...Oh, no.

Two walkers are heading towards them.

Kenny: Shit! Walkers! It's now or never, Lee.

David: Please...get me out of this!

Lee: Mark, get the boys back!

Lee bends down to look at the trap.

Lee: Kenny, keep those walkers off of me!

Ben: Oh, god, oh, god, oh, god...

Ben: Oh, please! We can't just leave him like this!

Ben: Is he...is he gonna make it?

Ben: There's got to be something we can do!

Ben: Do you think you can get it open?

Ben: Why is this happening to us?

Ben: He's lost so much blood already...please hurry up...

Ben: This is bad, this is so bad.

Ben: Oh, Jesus, those things are going to be here soon!

Ben: Please hurry!

Ben: Come on, DO something!

Ben: There has to be a way out of this...

Ben: So much blood...

Ben: Why would somebody do this?!

Mark: Lee, do SOMETHING!

Mark: Lee, it has to be NOW!

Mark: Damn it, Lee! Just off his fucking leg!

Travis: Try to cut the chain!

Travis: Oh, god! He can't die!

David: Hurry! Aaarrggh!

David: Come on! Try something!

David: There's gotta be another way...

David: I want my leg, I want my leg!

David: Jesus, I need to walk!

David: Please...get me out of this!

Kenny: Let's go, let's go!

Kenny: All that blood and screaming... We're gonna be surrounded any minute.

Kenny: We don't have TIME for that! I'm sorry, but we have to go, NOW!

Kenny: Lee, I can't keep 'em back forever!

Kenny: Fuck, I'm just wasting ammo now! We gotta go!

Talk to Ben

Lee: Calm down, kid. We'll get him out of this.

Ben: Okay.

Talk to Ben again

Lee: Kid, we need you to keep an eye on those zombies.

Ben: Ah, crap. Okay...

Talk to Ben Again

Lee: Shut up!

Ben: Screw you, man! Just help him!

Lee: Damn it, this is bad. Really bad.

Lee: How the fuck do you get these things open?!

David: WE DON'T KNOW! AHHH! GODDD!

Ben: It's impossible! It locks or something! HURRY!

Lee: It's not gonna open!

Lee tries to pry the trap open with his hands.

David: AAARRRGHHHHHH! STOP! STOP! STOP!

Lee tries to pry the trap open with the axe.

David: Aaaahhhggg! No, no, no! Stop!

Lee: Fuck!

Lee: Maybe I can pry it open with this branch.

Lee tries to pry the trap open with the branch, but the stick breaks and nothing happens.

Lee: Goddamn it!

Lee: Maybe we can smash it!

David: OH, FUCK, OH, GOD, HURRY!

Lee throws the rock against the chain, but it doesn't break.

Lee tries to chop the tree but can't cut it down.

Mark: Lee, are you nuts?! Quit fucking around, try something else!

Lee tries to axe the chain several times, but to no avail.

Mark: Forget it! We use chain like that at the Air Force base to lift ordinance. You're NOT cutting through that!

Lee stands up.

David: Oh, god.

Lee: I'm gonna have to cut you out!

David: No, no, no! Try the trap again! Anything, please!

David: Oh, god.

Lee chops his leg.

David: AAAAAAHH!

Lee chops it again.

David: FUUUUARRGGGGH!

Lee chops it again.

David: FUUUUARRGGGGH!

Lee chops it again, finally freeing him.

David: AARRGGgguuuhhh..... (passes out)

Travis: Oh, god! Grrk... (throws up)

You cut David free.

Mark: Shit. Is he...?

Lee: He passed out.

Kenny: If he's alive, grab him and let's go!

The herd of walkers is closing in. Mark picks David up over his shoulders and carries him away with Kenny going, too. Ben starts to walk, but turns back to wait for Travis.

Lee: BEHIND YOU!

Travis wipes his mouth.

Ben: TRAVIS!

Lee holds him back.

Lee: Come on, come on! We gotta move!

Travis: AHH! (turns around and backs up slowly but falls and is devoured by walkers) HEELLP---AHHHH--ahhhgggrkkk!

Ben: NOOOO!

Kenny stops Lee with whatever he's doing.

You weren't able to free David.

Kenny: Come on! We gotta go! Now!

David: No, no, don't leave me!

Mark: Damn it, Lee!

Lee: I'm sorry!

Travis: No! We can't leave Mr. Parker like that! Give me the gun! (grabs for Mark's gun)

Mark: Goddamn it, let go!

Travis: Give it to me!

Ben: Travis?!

Lee turns around. Mark accidentally gut shoots Travis.

Travis: Oh, god.

Kenny: Shit! What happened?!

Lee: I don't know!

Lee: It was an accident!

Lee: He went for the gun!

Lee says nothing.

Ben: Oh, god!

Walkers are heading toward them.

Kenny: Grab the kid and keep moving!

Mark picks Travis up over his shoulders and follows everyone.

Mark: Come on! Move!

David: You can't leave me like this. Please get me out!

David screams as walkers surround and devour him.

Motel

Larry is fortifying the fence. Clementine is playing soccer with herself, kicking the ball against some barrels. Lilly sits in a chair on the RV, keeping watch. Duck is lying down and drawing on a board on the floor, and Katjaa kneels next to him. Lilly hears the leaves rustling, so she picks up her gun and points it at the forest. Lilly whistles, and everyone stops what they're doing to hide. Kenny, Mark, Lee, Ben, and Travis/David burst out of the forest.

Lee: Get the gates open! We've got wounded.

Lilly lowers her gun.

Lilly: Shit. What the hell are they doing?

The rest of the motel group runs to the gates as Lee and the others approach.

Kenny: Come on, come on!

Katjaa: Oh, my god!

Lee pushes open one of the dumpsters blocking the gate and the group enters. Everyone begins talking at the same time, speaking over each other.

Katjaa: What happened?!

Mark: Where should I put him?

Larry: Who the HELL are these people?!

Duck: Who's that?

Carley: What's going on?

Lee interrupts them.

Lee: I don't have time to explain.

Clementine: Lee, are you okay?

Katjaa: Get him into the truck, I'll see what I can do, okay?

Katjaa briefly hugs Duck, and Mark and Ben put Travis/David into the truckbed.

Kenny: Kat, can you fix him?

Katjaa: Jesus, Ken! I...I don't know!

Katjaa attends to Travis/David.

Lilly: Lee! Lee! What the hell?! You can't just be bringing new people here! What are you thinking?!

Kenny: Hey, you wanna calm down for a fucking minute?

Larry: Hey, watch your mouth!

Lilly: No, I don't! I want to know why you thought bringing more mouths to feed was a good idea?!

Lee: He would've died if we left him!

Larry: So what?

Lilly: We are NOT responsible for every struggling survivor we come across! WE have to focus on OUR group! Right here. Right now.

Lee: We left the other one behind.

Lilly: Other one?! Jesus, Lee! What if there are more of them?! What if they followed you here?!

Ben: There wasn't anybody else! Just us!

Larry: How do you know he's not lying?!

(If Lee chopped David's leg.)

Lee: I thought we could save his life! I'm the one who took his leg, that makes me responsible.

Larry: Well, that was a stupid thing to do!

Lilly: We are NOT responsible for every struggling survivor we come across! WE have to focus on OUR group! Right here. Right now.

(If Lee didn't chop David's leg.)

Lee: We're the ones that shot him.

Larry: Then you should have done the right thing and finished him off.

Kenny: What the hell is wrong with you?!

Mark: Jesus Christ.

Carley: Well, hang on! We haven't even talked to these people yet! Maybe they CAN be helpful!

Mark: Come on, Lilly. These are people! People trying to survive, just like us. We've gotta stick together to survive!

Lilly: The only reason you're here is because you had food. Enough for ALL of us. But that food is almost gone, we've got maybe a week's worth left, and I don't suppose you guys are carrying any groceries, are you?

Ben: Um, no.

Mark: Fine. You guys fight it out, then. (to Ben) Welcome to the family, kid.

Mark walks away.

Clementine: (to Ben) Come over here and see what I drew.

Clementine tugs on Ben's sleeve.

Ben: What? No, I--

Clementine takes Ben's hand and tries to pull him away.

Clementine: Just come on, okay?

They both walk away.

Kenny: (to Lilly) You know, 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!

Carley: Oh, come on! You're being dramatic! Everything always turns into a power struggle between you two. I'm not gonna be a part of that.

Carley walks away.

Lilly: Hey, I didn't ask to lead this group! Everyone was happy to have me distributing the food when there was enough to go around, but now that it's running out, suddenly I'm a goddamn Nazi!

Lee: Lilly's right. This group needs someone to be a leader or we're all gonna fall apart. We can't keep fighting amongst ourselves.

They all noticed you side with Lilly.

Kenny: Great. Way to take sides, Lee!

Kenny and Duck walk away.

Lee: Look, they're here now, we can't change that...so what do you want to do?

Lilly: (pauses in thought) They can stay until Katjaa finishes working on that guy. Then they HAVE to go. I don't care what condition they're in. We just don't have enough food.

Lee: Kenny's right. Yeah, you're in charge of the food and the schedules, but you're NOT in charge of people's lives.

They all noticed you side with Kenny.

Lilly: Really?!

Kenny: You weren't there. Lee made a choice. End of story.

Kenny and Duck walk away.

Lee: Look, once Katjaa patches that guy up, you can kick them outta here... Send 'em out on their own, I couldn't care less. But they at least deserve a fighting chance against the walkers. And for the record, Kenny wanted to leave those people behind!

Lilly: If Kenny would pull his head out of his ass for five seconds, he'd realize that I make these decisions to protect HIS family! We simply don't have enough food!

Lee: It doesn't matter who's in charge! Those people are here now. I guess we just have to decide what happens next.

You tried to stay neutral.

Kenny: No, Lee, it DOES matter! ONE person can't be in charge of EVERYTHING! You know, it might feel safe for you to sit on the fence, but sooner or later you're gonna have to decide whose side you're on.

Kenny and Duck walk away.

Kenny: You've got nothing to say about that, Lee?

Kenny was frustrated by your silence.

Kenny: You know, it might feel safe for you to sit on the fence, but sooner or later you're gonna have to decide whose side you're on.

Kenny and Duck walk away.

Larry: I don't see any of you stepping up to make the hard decisions! My girl's got more balls than all of you combined!

Lilly: Dad, please. Why don't you go help Mark with the wall?

Larry leaves angrily.

Larry bumps into Doug with his shoulder as he walks away.

Lilly: Look, I can't do this right now. You understand what I'm dealing with. Please do me a favor, I need you to handle the rations today.

Lilly goes over to the backpack next to the RV and takes out an apple, beef jerky, and two packages of crackers. She holds them out to Lee.

Lee: That's all you're giving out?

Lilly: If we're gonna make what's left last the week, then this is all we can spare today. It's not gonna be enough for everyone, but... Just do what you think is right.

Lilly: You know what? If you think I'm doing such a shitty job, then you do it!

Lilly goes over to the backpack next to the RV and takes out an apple, beef jerky, and two packages of crackers. She holds them out to Lee.

Lilly: That's ALL the food we have for today. YOU decide who gets to eat!

Lee: Lilly--

Lilly: No, I'm serious. Pick up that food, and start handing it out. YOU see how it feels to not have enough food for everyone.

Lilly: You think this is easy for me? Everyone's starting to hate me because I'M the one that rations the food. But NOBODY else wants to! You know what? I'm not doing it tonight.

Lilly goes over to the backpack next to the RV and takes out an apple, beef jerky, and two packages of crackers. She holds them out to Lee.

Lilly: You do it. There's today's food rations, but there's not enough for everyone. Good luck.

Lee takes the food and Lilly walks away.

You only have four food items for ten hungry people.

Everyone looks at Lee, knowing that whether they get to eat or not is up to him now.

Lee: We dug through those for food a long time ago.

Lee: Sturdy, but it's not gonna hold up forever, just like the rest of this place.

(If Lee saved Carley.)

Lee: It keeps the walkers out. Carley's been doing the bulk of the lookout duty.

Lee: Leave it to Doug to rig up a warning system out of garbage.

Several cans on string hang from the motel sign.

Lee: What's that for?

Doug: Oh, that was my first attempt at making an alarm system. The new version is much more sophisticated!

Lee: At least the kids have something to keep 'em occupied.

Lee: Want something to eat?

(The dialogue afterward depends on who Lee spoke to.)

Talk to Katjaa

Lee: Is he gonna be okay?

Katjaa: I don't know. Can you give me a hand real quick?

Lee: Sure. What do you need?

Katjaa: Just apply some pressure here while I try to close this up...

Lee applies pressure to the wound.

Katjaa: You know, I thought I was starting to get used to this...sewing up people's injuries...

Katjaa: But, I mean, cuts and bruises are one thing, but, Lee, this man has no leg!

Katjaa: What were you thinking bringing him here? Even if he lives, we aren't going to be able to take care of him...

Lee: I did the right thing.

Katjaa: Yeah... I know you did... The right thing is just scary sometimes, I guess.

Lee: It's what your husband wanted.

Katjaa: Figures. I love that man to death, but I swear sometimes he's dumber than a bag of hammers.

Lee says nothing.

Katjaa: Well, you've done all you can, Lee. Thanks for the help.

Lee: I...better not...

Katjaa: It's okay, I'll handle it. Just give me some space, okay?

Katjaa: It's okay, I'll handle it. Just give me some space, okay?

Katjaa: Go ahead and check in on the others. I need a little space here, anyway.

Talk to Katjaa Again

Katjaa: I need space, Lee.

Give Food to Katjaa

Lee: Here, eat something.

Katjaa: (annoyed) Why don't you give it to Duck? I'm a little busy with your mess right now.

Talk to Doug (Saved Doug)

Lee: Hey, Doug.

Doug looks up from the alarm system he's working on and hits his head on one of the bells.

Doug: Oof! Ahh... What's up, Lee?

Lee: Don't suppose I could interest you in some food?

Lee: Apple, Doug?

Doug: Sure! I never used to eat fruit...now this seems like just about the best thing in the world. Thanks, Lee.

You gave Doug an apple.

Lee offers the food.

Doug: Actually, why don't you keep my share today? I know I said it didn't matter why you saved me and not Carley, but...I owe you a lot more than half a day's rations.

You tried to give Doug food, but he declined.

Larry: Hey, if Dough-Boy doesn't want his food, hand it this way.

Lee: It doesn't work like that. I'll decide who gets the food.

Larry: Well, decide smart. You don't really want to piss me off, do ya?

Mark: Hey, if Doug doesn't want any food, I'll take it.

Lee: It doesn't work like that. I'll decide who gets the food.

Mark: Right, I'm sorry. The hunger is just getting to me. I'll let you do your job.

Lee: Sorry.

Lee: What are you working on, Doug?

Doug: I worked up a little "warning system" for outside.

Lee: It's just some string and some old bells.

Doug: No, it's a LOT of string, wired to several bells strategically placed to let us know when walkers are coming, where they're coming from, and how long 'til they get here.

Lee: Nice.

Lee: How does it work?

Doug: I set up triplines at four locations, and each one triggers one of these four bells. So--

Lee: So we'll know where they are and how long we have. Smart.

Doug nods.

Lee: Does it work?

Doug: It should. We'll have to wait and see.

Doug: I know it doesn't look like much, but the bells will ring when walkers get nearby.

Lee: Think Katjaa can save that guy?

Doug: Maybe. I mean, I know about computers but that doesn't mean I can fix a calculator.

Lee: But you probably COULD fix a calculator.

Doug: Well, yeah... Good point.

(If Lee ran out of food.)

Lee: Sorry I ran out before I could give you any food.

Doug: That's okay, Lee. You don't need to be saving my life all the time.

Lee: Take it easy, Doug.

Doug: You too, Lee.

Lee goes behind the RV. Clementine and Duck are drawing pictures on pieces of paper placed on top of a board. Clementine drew a cat and Duck drew what appears to be a house, or possibly random scribbles. Clementine's walkie-talkie is nearby. Carley sits in a chair nearby, and Ben sits on the ground. Clementine stands up and goes to Lee.

Lee: How ya doing, Clementine?

Clementine: Okay.

Lee: Where's your hat?

Clementine: I don't know. Can you help me find it?

Lee: Sure. When did you lose it?

Clementine: I had it a couple days ago.

Lee: Sorry, hon, I don't have time.

Clementine: That was my favorite hat.

Lee: Do you really need it?

Clementine: My dad gave it to me for my birthday.

Clementine: Lee!

Lee: I promise, if I find it, I'll let you know.

Clementine: Thank you.

Lee: Okay, Clem. I've got to take care of some things. Why don't you go back to playing with Duck for a while?

Clementine: Okay.

Talk to Lilly

Lee: Here.

Lee: Sorry.

Lee reaches up to hand the food to Lilly.

Lilly: Thanks, Lee.

Lilly accepts the food.

Lilly: I don't want anything from you.

Lilly is still angry.

Lee: Take it anyway. You need to eat.

Lilly accepts the food.

Lilly: This doesn't change anything.

Lee: Fine.

Lee puts the food away.

Lee: We should talk about you and Kenny.

Lilly: What about us?

Lee: The arguing. It's getting pretty out of hand. You know, people notice that.

Lilly: Look, I'm working my ASS off to make sure we have a good setup here and Kenny just doesn't appreciate that. All we need is food.

Lee: But there is no food. You know that better than anyone.

Lilly: Well, we'll just have to find some.

Lee: Maybe we should think about leaving the motel.

Lilly: God, not you too. I know Kenny wants to leave. I think that's why he's so eager to get the RV working. But this is a good spot. We're protected, we're close the drugstore, we have a routine now and it's working.

Lee: For now.

(If Lee ran out of food.)

Lee: Lilly, I--

Lilly: I see how it is, Lee. Talk to you later, okay?

Lee: Keep an eye out.

Lilly: Fine.

Talk to Ben

Ben: Hey, is my friend gonna make it?

Lee: I don't know, but Katjaa will do her best, I promise.

Ben: I can't believe you chopped off his leg!

Lee: There was no other way.

Ben: I can't believe we just left Mr. Parker there...

Lee: I tried. I really did. I just...we ran out of time. There was nothing else we could do.

Lee: Want something to eat?

Lee: If your camp got raided, probably means you haven't eaten in a while.

Giving food to Ben may prove an unpopular choice.

Ben: I AM really hungry. Thanks.

Lee: Here, Ben. After what you've been through, seems like you could use a pick-me-up.

Ben: Seriously? I know food's scarce. This is really...I really appreciate it, man.

Giving food to Ben may prove an unpopular choice.

Lee: Sorry.

Kenny gets up from his seat.

Kenny: Are you out of your mind? We needed that food for us! For our kids!

Lee: Just because we don't know him doesn't mean he's not hungry.

Ben: I'm sorry. I didn't mean to cause trouble.

Lee: You're fine, kid. Enjoy it.

Kenny shakes his head and returns to his seat.

Carley: What are you doing, Lee? That food should go to US first.

Lee: Just because we don't know him doesn't mean he's not hungry.

Carley: Well, it's a good thing Kenny didn't see that. He might not be so understanding.

Ben: I'm sorry. I didn't mean to cause trouble.

Lee: You're fine, kid. Enjoy it.

Lee: So, who are you people? Our group's gonna want to know.

Ben: I'm Ben. Ben Paul.

Ben: The man you saved is Mr. Parker, the band director at my school.

Ben: The guy in the truck is Travis. He played in the school band with me. Mr. Parker was the band director but--god, I can't believe we left him.

Ben: We all came down from Stone Mountain for the playoffs, when...when everything happened.

Lee: How you holding up, kid?

Ben: Uh, well, I, uh... I keep wondering if I could have done something to help, you know? Some kind of...I don't know. SOMETHING.

Lee: I'm sure you did all you could.

Ben: Yeah, maybe.

Lee: I don't know, either.

Ben: It's killing me.

Lee: You'll be prepared next time.

Ben: Next time? Yeah...

Ben: I wish I could stop thinking about it.

(If Lee ran out of food.)

Lee: Hey, Ben. I hope you understand why I didn't give you any food.

Ben: I'm new, I get it. It's fine, Lee, really.

Lee: Relax, we'll get your friend back to normal in no time.

Ben: I sure hope so.

Talk to Clementine

Lee: Here, Clem, you need something to eat.

Lee gives Clementine the apple.

Clementine: I love apples. Thank you. Are there more?

Lee: No. That was the last one.

Clementine: Oh...um...

Lee: Enjoy it. You deserve it.

You chose to take care of Clementine.

Lee gives Clementine the food.

Clementine: Okay. A sundae would be better next time. (giggles)

Lee: (chuckles) I'll keep that in mind.

You chose to take care of Clementine.

Clementine: If you have any more food, Duck is hungry too.

Duck: Yeah. When are we gonna get some food?

Lee: I'll be back in a bit.

Lee: How you doing, Clementine? Everything alright?

Clementine: Yeah. Is that man going to be okay?

Lee: I think he'll be fine.

Clementine: Oh, that's good.

Lee: I'm not sure.

Clementine: I hope he will.

Lee: It doesn't look good, Clementine. It doesn't look good.

Clementine: Oh. Okay.

Lee says nothing.

Clementine: I'm so hungry, Lee. I hope I get to eat soon.

Lee: That thing doesn't work anymore, does it?

Clementine: No. Not since it broke at the drugstore.

Lee: Just gonna hold onto it then?

Clementine: Yeah. If that's okay. I, um, I need it.

Lee: It's okay, hon.

Clementine: You said they'd find us.

Lee: I know. I did.

Clementine: And until then...

Clementine: You said you didn't think they would find us.

Lee: Well, yeah, but that's just because...

Clementine: But we can try to find THEM.

Lee: Look, Clementine...

Clementine: I'm not stupid, Lee. I know it's just pretend. But it makes me feel better.

Lee: Okay. You take good care of it, then.

Clementine: I will.

Clementine pats her radio.

(If Lee ran out of food.)

Lee: I'm all out of food, Clementine. I'm sorry.

Clementine: Oh. It's okay. I bet the others needed it.

Lee: Yeah...

Clementine: I'm really hungry...

Lee: You'll be okay over here?

Clementine: Uh-huh, I'll be okay.

Talk to Clementine Again

Lee: You'll be okay over here?

Clementine: Uh-huh, I'll be okay.

Talk to Duck

Lee: Hey, Duck, how about a little food?

Duck looks happy.

Lee gives Duck the food.

Duck: Oh, heck yes! Is there peanut butter?

Lee: What do you think, Duck?

Duck: No... Probably not...

Duck and his family appreciate that.

Lee: Here.

Lee gives Duck the food.

Duck: Yeah! Oh, man, I'm so hungry!

Duck and his family appreciate that.

Lee: Sorry.

Lee: How are ya doing, Duck?

Duck: I'm okay. Me and Clementine are coloring.

Clementine holds up her drawing.

Clementine: Guess what it is?

Ben: I don't know...a dog?

Clementine: Nope.

Duck: Oh, I know! It's a goat, right?

Clementine: No!

Clementine appears to be frustrated by their inability to appreciate her artistic talent.

Lee: You were pretty brave when we brought those people in here.

Duck: That's 'cause I know Mom can fix him.

(If Lee ran out of food.)

Lee: I'm sorry, Duck, I'd give you something to eat, but I'm all out.

Duck: Whaaat? But my stomach's all grumpy...

Lee: Catch you later, Duck.

Duck: Bye, Lee.

Talk to Carley (saved Carley)

Lee: Want something to eat?

Lee: Have an apple, Carley.

You chose to feed Carley.

Carley: God, I used to eat an apple every morning with some granola and six almonds, and that wasn't enough then. But you know what? Yes.

Lee: Here.

Lee takes out the food.

Carley: Me? How about you? You look like crap, Lee. When was the last time you ate?

You chose to feed Carley.

Lee: I'm okay.

Carley: I want you to have this, okay? In case you or Clementine starts feeling weak. I know I said it didn't matter why you saved me instead of Doug, but...

Lee: You don't owe me anything, Carley.

Lee: Back in a bit.

Lee: Lilly has me handing out the food.

Carley: Ugh. That can't be an easy job.

Lee: It's not. I won't be able to feed everyone. What should I do?

Carley: Well, if you wanted to get in good with Lilly, I'd make sure Larry gets some food, even though the guy can be a real dick sometimes. On the other hand, giving that food to Kenny and his family might make him remember you if he decides to take off in that RV one day.

Lee: What about you? You need food too.

Carley: We ALL need food. I can't tell you what to do. But whatever happens, I know you'll be trying to do the right thing.

Lee: Thanks, Carley.

(If Lee ran out of food.)

Lee: Sorry I ran out before I could give you any food.

Carley: Hey, don't feel bad. I'd almost rather starve than eat most of that stuff. Besides, you've done plenty for me already.

Lee: Sleeping any better?

Carley: No. I know we should be grateful for beds, but, no. I'm not.

Lee: Drugstore?

Carley: Yeah.

Lee: What should we do about the kid?

Carley: If it were up to me, I'd let him stay for a while, see if he proves to be an asset. But that's up to Lilly. And with her in charge of the food, I don't want to get on her bad side.

Lee: Back in a bit.

Talk to Kenny

Kenny sits on a couch behind the RV.

Lee: Word's gettin' out that you wanna leave the motor inn.

Kenny: That ain't no secret, Lee. It's probably our best bet.

Kenny stands up.

Kenny: Look, you've been good to me and my family. You saved Duck from those monsters, and ya stood up to Larry at the drugstore. I won't forget that. You and Clem are welcome to come with us.

Lee: I'm not sure that's the best idea.

Kenny: You gave Glenn your blessing when he left, I'm just asking you to respect my choice as well.

Lee: Yeah, but he was leaving to find his friends. Your family's right here.

Kenny: Well, "here" isn't doing us any good. You should think about coming with us. You and Clem.

Lee: Got room for me and Clem in there?

Kenny: Listen. I gotta look out for my family. I gotta know that whoever I take with me is gonna be looking out for Kat and Duck.

Kenny doesn't think you were looking out for Duck in the last episode.

Lee: Wait, I know that--

Kenny: Lee, you left Duck in danger twice! Well, the RV ain't even working yet so there's no point in talking about it right now.

Lee: We need you here. We have a better chance of surviving as a group.

You tried to convince Kenny to stay.

Kenny: Our BEST chance of surviving is to get away from the mainland! My mind is made up.

Lee: The coast does sound like a smart idea. Maybe that is the best thing.

You told Kenny leaving for the coast was a good idea.

Kenny: I know that it is. I'm taking my family.

Kenny sits down.

Talk to Kenny Again

Lee: Want some food?

Lee: Here, Kenny, take this.

Lee offers the food.

Kenny: How about my boy? He eat yet?

Lee: Yeah, I gave him something.

Kenny: Then I truly appreciate you taking care of us, Lee.

Kenny: Sure, then hand it over, I'm starved. Thanks.

The others noticed you fed Kenny.

Lee: No.

Kenny: Come talk to me once my boy's taken care of.

Lee: Back in a bit.

Lee: Thanks for buying me time to get that guy out of the bear trap back there.

Kenny: I can't believe you cut off his leg. I don't know if I coulda done it.

Lee: I didn't have a choice. It was that or the walkers.

Lee: The guy in the beartrap. You think we gave up too early? I think if I had just another minute or two...

Kenny: You saw that guy. His leg was completely mangled. Even if you got him out, what then? I had my family in mind, and you gotta think of Clementine. We gotta stay alive for them.

Lee: Lilly has a point about these new people being extra mouths to feed.

Kenny: I know, but...maybe the problem isn't that there isn't any food, there just isn't any HERE! We've gotta think about moving on.

(If Lee ran out of food.)

Lee: I didn't have enough for everybody. I thought you could handle yourself.

Kenny: Whatever.

Kenny: You could've at least had the decency to give some food to Duck. Use your head, Lee.

Lee: Let's hope things turn for the better...soon.

Kenny: Now there's a statement I can get behind.

Comment From Lilly (fed Kenny, didn't side with Lilly)

Lilly: How's it going, Lee? From up here it looks like you're playing favorites.

Lee approaches Mark and Larry working on the fence.

Larry: Will you hold the damn boards steady?!

Mark: I'm trying. I--I didn't realize I was getting this weak already.

Larry: What do you want? A handout? I got 60 cents in my pocket if you'll shut up and quit being such a pansy.

Talk to Mark

Mark: Hey. You holding up okay, Lee? That was pretty fucked up back there. Having to cut that guy's leg off.

Lee: Yeah. I just hope Katjaa can save him.

Mark nods.

Mark: Hey, will the kid make it?

Lee: I don't know.

Mark: You know it was an accident, right? I didn't mean to shoot him.

Lee: I know. It was crazy back there. The kid acted stupid.

Lee: Here, eat something.

Lee: Sorry.

Lee: I got you an apple.

Mark: Wow. Thanks a lot, that's awesome.

You fed Mark.

Mark: Thanks, Lee.

You fed Mark.

Lee: Lilly's pretty pissed at us.

Mark: Listen, I know her intentions are good, but--

Larry: But nothing! She's making the smart choice. Those parasites you guys brought back need to go!

Mark: Well...what did she want us to do, just leave a couple of teenagers to the walkers?

Larry: That's exactly what you should have done.

Lee: You ever miss the Air Force base? I mean, this wall isn't exactly military standard.

Mark: No way I'm going back there. You saw what it was like when you guys picked me up. Completely overrun.

(If Lee ran out of food.)

Lee: Sorry there wasn't enough food to go around.

Mark: I understand. Got to be hard to make those hard decisions. Just get me next time.

Lee: Well, good luck with that wall.

Mark: We'll get it.

Talk to Larry

Lee: Here, Larry.

Lee: Lilly would want you to keep your strength up.

You made a tough choice.

Larry: I should shove this up your ass, but I'm too hungry.

Larry: That girl needs to quit worrying about me so much.

Mark: Oh, man. Just seeing the food is driving me crazy.

Doug: Oh, wow. I can smell that food over here! I hope you're enjoying that, Larry.

Larry: Oh, I am!

You made a tough choice.

Larry: I hope you realize that this don't make us friends.

Lee: I could've gave you nothing.

Mark: Oh, man. Just seeing the food is driving me crazy.

Doug: Oh, wow. I can smell that food over here! I hope you're enjoying that, Larry.

Larry: Oh, I am!

Lee: Back in a bit.

Lee: Lilly thinks we should throw these new people out.

Larry: Damn right. There's too many people hanging around here as it is.

Lee: You've got to talk to Lilly about getting along with Kenny.

Larry: Lilly can make her own friends.

Lee: It's not about making friends. We're all in this together, we've gotta start acting like it.

Larry: Eh, stuff all that. We'd be fine without you.

(If Lee ran out of food.)

Lee: I'm sorry, Larry. There's nothing left.

Larry: Go piss up a flagpole, Lee.

Lee: Keep up on that fence.

Larry: Don't tell me what to do, Lee.

After Lee exits after speaking to Larry or Mark for the first time, a conversation ensues.

Lee: Need any help with the wall?

Larry: Nope.

Mark: Actually, we could use your axe. You mind if we take it?

Larry: Yeah, give us that thing for a bit.

Lee: Here, Mark. This should help.

Lee gives the axe to Mark.

Mark: Thanks.

Larry: Hey, I'm the one doing all the work over here. You didn't think to give ME the axe?

Lee: Here. This should help. Try not to make too much noise, though.

Lee offers the axe, and Larry rips it out of his hands.

Larry: Yeah, yeah. We're not stupid.

Mark: Come on, Larry, give it a rest. I'm sure Lee is getting pretty sick of you thinking he's a danger to the group.

Larry: Is that what you told him?

Lee: No, that's not what I said.

Larry: Whatever, I got work to do.

Lee: That's not what I meant.

Larry: No? Then what did you mean?

Mark: All right, let's take a step back. Maybe you two should keep your distance.

Larry: Fine with me.

Larry goes back to working. Lee and Mark exchange glances and Lee shakes his head; Mark looks disappointed and turns around.

Lee: Yeah, that's right.

Larry: And what are you gonna do about it?

Mark: Look, I don't care what is is, but you two have got to start trying to get along.

Larry: The only thing I "have" to do is protect my daughter! And right now, that means getting this damn wall fixed, so I would appreciate it if you two would shut up and let me get back to work.

Lee and Mark exchange glances and Lee shakes his head, disappointed that he told Larry what they talked about. Mark opens his mouth to speak, but decides not to, sighing and closing his eyes.

Larry: Whatever, I got work to do.

Mark: Come on, Larry, give it a rest, man. Things are different--being a racist is outdated.

Larry: Oh, that's what you think this is? (to Lee) Is that what you told him?

Lee: No, that's not what I said.

Larry: Whatever, I got work to do.

Lee: That's not what I meant.

Larry: No? Then what did you mean?

Mark: All right, let's take a step back. Maybe you two should keep your distance.

Larry: Fine with me.

Larry goes back to working. Lee and Mark exchange glances and Lee shakes his head; Mark looks disappointed and turns around.

Lee: Yeah, that's right.

Larry: And what are you gonna do about it?

Mark: Look, I don't care what is is, but you two have got to start trying to get along.

Larry: The only thing I "have" to do is protect my daughter! And right now, that means getting this damn wall fixed, so I would appreciate it if you two would shut up and let me get back to work.

Lee and Mark exchange glances and Lee shakes his head, disappointed that he told Larry what they talked about. Mark opens his mouth to speak, but decides not to, sighing and closing his eyes.

Larry: Whatever, I got work to do.

Mark: Come on, Larry. Cut Lee some slack. He knows you're just out to protect Lilly, he told me so. Just like he's trying to protect Clementine.

Larry: HE--(sighs) I just need some food. Going this long without a proper meal will make anybody cranky.

Mark: Come on, Larry. What is it between you two? Why do you have a personal grudge against Lee?

Larry: He knows why.

Whoever Lee gave the axe to will use it like a hammer, hitting the flat side of the blade against the wall.

After Lee has given away all but one piece of food, he will have to make a choice about the last of the rations.

Lee: Nah. Some of these people have gone longer than me without food. They're the ones that need it.

Lee: I need to keep my strength up too.

You chose to keep food for yourself.

After Lee has distributed all the food, he approaches Lilly.

Lee: Well, that's it.

Lilly: Not such an easy job, is it?

Lee looks over at Doug, and Doug shakes his head.

Carley: It's okay. I know you're still watching out for me.

Lee looks over at Mark, and Mark shakes his head.

Clementine: I hope I get to eat next time.

Duck looks over at Lee and continues drawing.

Lee: Never said it was.

Lee: I don't envy you. I don't know how you have the strength to do this every day.

Lilly: I don't have a choice.

There is no food left for today.

Kenny stands up and walks toward Lee.

Kenny: Hey, thanks for looking out for me and my family...

Kenny: I'm serious about that offer to come with us. You've more than earned a ride on the RV with me.

Kenny: You might earn yourself a place on the RV after all.

Lee: Yeah, of course.

Kenny: Still, I guess some people aren't gonna be happy with your choices.

Kenny: Lee--

Lee: Kenny, I know I ran out of food before--

Kenny: Hey, it was a tough choice, but you took care of the kids. That's what a real man does.

Kenny: I'm serious about that offer to come with us. You've more than earned a ride on the RV with me.

Kenny: You might earn yourself a place on the RV after all.

Lee: Yeah, of course.

Kenny: Still, I guess some people aren't gonna be happy with your choices.

Kenny: So me and my family don't matter to you anymore?

Lee: It's not like that.

Kenny: This is exactly why I don't want you in the RV.

Kenny: Don't make me regret asking you to come with me in the RV.

Kenny sighs.

Kenny: Lee--

Lee: Kenny, I know I ran out of food before--

Kenny: Hey, you took care of my boy. As far as I'm concerned, you did right by me.

Kenny: I'm serious about that offer to come with us. You've more than earned a ride on the RV with me.

Kenny: You might earn yourself a place on the RV after all.

Lee: Yeah, of course.

Kenny: Still, I guess some people aren't gonna be happy with your choices.

Kenny: What exactly is your problem?!

Lee: Excuse me?

Kenny: You had the food in your hands and you didn't offer any of it to me OR the kids? What kind of man are you?

Kenny: This is exactly why I don't want you in the RV.

Kenny: Don't make me regret asking you to come with me in the RV.

Kenny sighs.

Larry: You're out?! What happened to MY food?!

Lee: There's none left.

Larry: You keep treating people like this and your days in this group are numbered!

Kenny: You're one to talk, old man.

Larry: Yeah, well, I don't see you working on that wall!

Larry walks away.

Kenny returns to his seat.

Katjaa: Ken! Lee! Come here, please.

Kenny and Lee approach Katjaa.

Kenny: He didn't make it, did he?

Katjaa: He lost too much blood.

Kenny: Goddamn it! I'm getting sick of this shit!

Kenny throws something against the RV and storms off.

Katjaa: Ken, come back, there's nothing...

Lee: Let him go, Katjaa.

Katjaa: But...

Lee: He just needs time. It's been a rough morning.

Lee: What's his problem?

Katjaa: Don't be like that, Lee I know we've all seen death. But that doesn't make it any easier.

Lee: I'm sick of this shit too.

Katjaa: You don't think I am? I don't know... Maybe it's for the best. We're already struggling to feed our OWN kids.

Katjaa: (sighs) I wish he wouldn't do that.

Katjaa: That man you brought... I tried, but he was never going to survive.

Lee: Well, at least he's not our problem anymore.

Katjaa: What about the other kid?

Lee doesn't have a chance to speak.

Lee doesn't have a chance to speak.

Lee doesn't have a chance to speak.

Lee doesn't have a chance to speak.

Lee says nothing.

The zombified corpse of David/Travis grabs Katjaa's shoulder and face.

Katjaa: AAAAHHHH!

Lee: Shit! Katjaa!

Lee rushes over and pushes the zombie away from Katjaa. He turns around to speak to the others.

Lee: The axe! Hurry!

The zombie grabs onto Lee and pulls him into the truckbed. Lee smashes its head against the sides several times.

Mark runs up to him holding the axe.

Mark: MOVE! MOVE!

Mark raises the axe, preparing to strike. Lee shoves the walker away, and its head hits the back windowshield; it slumps down just as Mark swings, missing and completely shattering the window.

Mark: SHIT! It's stuck!

Mark tries to pull on the axe to free it.

Larry runs up to him holding the axe.

Larry: GET OUT OF THE DAMN WAY!

Larry raises the axe, preparing to strike. Lee shoves the walker away, and its head hits the back windowshield; it slumps down just as Larry swings, missing and completely shattering the window.

Larry: Damn it! I had it! Fuck!

The zombie crawls toward Lee and he places his foot on its chest, trying to push it away.

Doug will appear next to him, holding a board.

Doug: I GOT 'EM!

Doug smashes the board on the zombie's head.

Lee kicks the zombie away. The zombie grabs Lee's foot, and he kicks it a few more times. Lee crawls backward, falling over the edge of the truckbed and onto the ground. The zombie jumps onto him, and Lee gouges its eyes.

Mark appears above him, holding the axe.

Mark: Push it off! I don't wanna hit you!

Mark axes the zombie in the head and Lee pushes the corpse off himself. Larry walks over.

Lee: Thanks.

Mark: No problem. We gotta watch each other's backs, right?

Lee gets up.

Larry appears above him, holding the axe.

Larry: Goddamn it, Lee, get outta the way!

Larry axes the zombie in the head and Lee pushes the corpse off himself, then gets up.

Carley appears above him, holding her gun.

Lee: SHOOT IT!

Carley shoots the zombie in the head and Lee pushes the corpse off himself. Carley crouches down next to him, and Larry walks over.

Carley: You okay?

Lee: Yeah. Thanks.

Lee gets up.

Larry: Why'd you bring him here in the first place, asshole?!

Lilly: Dad! Calm down.

Larry: You're gonna get us ALL killed!

If Lee gave Larry the axe, he gives Lee the axe back. Larry walks away, and Lilly follows him. Kenny hugs Katjaa, and Ben approaches the group. Kenny walks toward him.

Kenny: You said he wasn't bitten!

Ben: What?

Kenny: We asked you, point blank, "Was he bitten?" and you said "no".

Ben: He wasn't!

Kenny: Why didn't you tell us he was bitten?!

Ben: What?!

Kenny: He was bitten and you didn't say a goddamn word!

Ben: But he wasn't bitten! I swear!

Kenny: Well, your "not-bitten" friend here came back to life and tried to kill my wife!

Ben: What?! Wait, you all don't know?

Kenny: What the hell are you talking about?

Everyone moves closer to Ben to listen to his explanation, including the children.

Ben: It's not the bite that does it! You come back no matter how you die. If you don't destroy the brain, that's just what happens. It's gonna happen to ALL of us.

Lee: You're lying.

Ben: It's true. I swear it!

Katjaa: Maybe he's right. I didn't see any bites. It would explain why there's so many of them.

Kenny: Jesus Christ. If you just DIE and that's all it takes, then, shit, one fatal car wreck and a family of five turns into a family of walkers.

Lee: We're all infected? Everyone?

Ben: I--I guess so. I don't know... All I know is that I've seen people turn who I KNOW were never bitten.

Lee: God help us.

Mark: It makes sense. In those first few days it spread so fast.

Lilly: Car accidents, suicides, everything was making more of them.

Lee says nothing.

Ben: When I first saw it happen, we were all hiding out in a gym and everybody thought we were finally safe. But one of the girls, Jenny Pitcher, I think, I guess she couldn't take it. She took some pills. A lot of them. Someone went in the girls' room the next morning, and... God...

The bells on Doug's alarm system begin ringing as one man trips over the string outside the motel with another man next to him. The motel survivors crouch down behind the fence and whisper.

Mark: Doug! It works!

Doug: Of course it works! I told you!

Danny: Shit. Where'd this string come from?

Andy: Watch where you're walking, man.

Lilly: (to Ben) Who are those people?!

Ben: I--I don't know!

Lee: Are they the people that raided your camp?

Ben: I don't think so. But they all had their faces covered, so I don't know.

Lee: I think you know who they are.

Ben: What? How could I?

Lee: They showed up right after you got here.

Ben: I don't know ANYBODY in this town, I swear! (pauses, looks down sadly) No one still alive, anyway.

Lee: If they're friendly, we don't wanna hurt them. They're not part of your group, are they?

Ben: No, Mr. Parker, Travis, and I were the last--the last ones.

Ben: I'm telling the truth! I've never seen them before.

Kenny sneaks up to the fence, holding his hunting rifle.

Kenny: There's just two of 'em. We need to make a stand.

Lilly: No. We have a routine. We don't confront them if we don't have to.

Mark returns holding his rifle.

Andy: You alright?

Danny: Yeah, just gettin' untangled...

Andy: I don't know how you're still alive, man.

Kenny: Sorry, Lilly, we gotta do this.

Kenny stands up and points his gun at the men.

Kenny: That's far enough!

Andy: Oh, shit! Okay, okay... No problem.

Carley: Back off!

Carley points her gun at two men outside the fence and they put their hands up. One of them holds a gas can.

Andy: Whoa, lady, relax! Me and my brother, we...we just wanna know if y'all can help us out.

Carley: I said back off!

Lilly: Carley...

Lee: We don't want any trouble.

Andy: Of course. Neither do we. I'm Andy St. John. This here's my brother Danny. We're just out looking for gasoline. Looks like you folks got the motel locked down, which is fine, but if you could spare any gas we'd be much obliged.

Lee: Are you armed?

Danny: Yeah. For protection. Dead could be anywhere.

Andy: But, uh, I think you've got the upper hand here.

Lee: You're outnumbered here, just turn around and go back.

Andy: Okay, that's fine. But you'd really be helping out a fellow survivor if you could part with some extra gas before we leave... (raises the empty gas can)

Andy: Looks like you folks got the motel locked down, which is fine, but if you could spare any gas we'd be much obliged.

Lilly: What do you need gas for?

Carley: Why do you need gas?

Danny: Our place is protected by an electric fence. Generators provide the electricity...

Andy: Our generators run on gas. Look, we own a dairy farm a few miles up the road. If y'all be willing to lower your guns, we can talk about some kinda trade.

Danny: How y'all doing on food? We got plenty at the dairy.

Lilly: Lee, why don't you and Mark check the place out? See if it's legit.

Doug: I'll go too, improve the numbers, in case we run into anything dead.

Carley puts her gun away.

Carley: I'm going with you. I got your back if anything seems fishy.

Andy: So, what do y'all think?

Lee: I think we'll stay here. We're starting to develop a good vibe here at the motel.

You voted against going to the dairy.

Larry: Good VIBE? Well, Christ daddio, I'm sorry the folks with a food supply and DEFENSES didn't tickle your pretty pink ass.

Mark: We need to think like a GROUP, Lee. This affects everyone.

Lilly: Then we vote. If everyone agrees then we'll send you guys with some gas to check the place out.

Kenny: And if we don't?

Lilly: Then we'll stay in this wretched roach motel with your recreational paperweight over there. Plus, we stay close to Macon where we have access to the pharmacy, for Dad. Kenny, Katjaa?

Kenny: We go.

Lilly: Dad?

Larry: You betcha, punkin.

Lilly: Doug?

Doug: I say we do it.

Lilly: Carley?

Carley: I say we go.

Mark: I'm in. If they're offering food, we gotta at least check it out.

Lee: Clementine, what do you think?

Clementine: Lee...I'm very hungry.

Lee: Alright. Looks like we're going to a dairy.

Lee: You've got a deal. We'll bring SOME gas to your dairy. In exchange, you give us some food to bring back. We'll see how it goes from there.

You decided everyone should go.

Andy: Sounds fair. A couple of gallons should power one of our generators for a while.

Forest

Andy, Danny, Mark, and Ben walk through the forest, with Lee and Carley/Doug following a little ways behind them.

Mark: So, this dairy...you guys really have food?

Andy: Sure do. We lost most of the cattle, but we still have lots of milk, butter, and cheese stocked up.

Danny: And with the vegetables we grow, we got plenty of food.

Lee: Thanks for coming along, Doug.

Doug: Sure. I'd like to look at that electric fence they talked about. It might give me some ideas for something I can rig up at the motor inn.

Lee: Can an electric fence really stop walkers?

Doug: As long as the walkers aren't completely dehydrated, and the fence has enough juice, yeah, seems plausible. The electricity basically cooks you from the inside out, right?

Lee: I guess so...

Doug: So if a walker stays in contact with the fence, it'll eventually cook its brain. Probably takes a while, though...and that can't be a good smell... Unless it smells like jerky... Man, I could go for some jerky.

Doug: Ugh, I shouldn't've turned down that food you offered me earlier.

Lee: Heh, heh...that is one runaway train of thought.

Doug: Heh. Sorry.

Doug is holding an object in his hand.

Lee: What's that you've got there?

Doug: Oh. Nothing. Just a laser pointer I picked up during our last trip to the drugstore.

Doug puts the laser pointer in his pocket.

Carley: It's nice to get away from that motel for a while. This Lilly/Kenny thing is starting to get ridiculous. Personally, I'd be happier if you started to take charge more.

Lee: Kenny keeps us motivated. He believes in hope and knows how important it is for us to not give that up. I can't fault him for that.

Carley: Or maybe you just don't wanna be in charge?

Lee: Lilly's way of running things is smart. It's not easy, but it's keeping us alive.

Carley: Or maybe you just don't wanna be in charge?

Lee: You think they'd want me for a leader?

Carley: Sure. Everybody looks up to you.

Carley: You don't agree with me?

Lee: Well...not everyone thinks I'm so trustworthy.

Carley: Because of your past? Does anyone else know?

Lee: Just you.

Carley: Well, I haven't told anyone.

Lee: Larry knows.

Carley: Great, that can't be easy.

Lee: It doesn't matter.

Carley: You've gotta let go of that guilt. The Lee I know is a good man.

Carley: You've gotta let go of that guilt. The Lee I know is a good man.

Lee: Clementine...might know. She was there when we were talking in the drugstore and asked me about it. I lied to her, but...

Lee: Clementine knows. She was there when we were talking in the drugstore and asked me about it. I couldn't lie to her.

Carley: What exactly DID happen with the senator?

Lee: It was an accident. I mean, I pretty much knew about the affair...

Lee: Now is not the time...

Carley: Well, I'm here whenever you wanna talk.

Lee: You know what happened...

Carley: I only know what the press was told. I don't know your story.

Carley: Well, I'm here whenever you wanna talk...

Lee: Sometimes I wonder if I should talk to the group about it...

Carley: You don't have to. Whatever happened before things went to hell doesn't matter anymore.

Lee: Not sure everyone would see it that way.

Carley: Maybe you're right... Listen, over the years I've reported on some pretty messed up shit. I've seen situations like yours a hundred times, it doesn't have to make you a bad man...

Lee: I really appreciate that.

Lee and Carley/Doug have caught up with the group ahead of them.

Mark: I mean, thank god Lee showed up when he did! Right, Lee?

Andy: Yeah, why don't you tell us a little more about yourself, Lee?

Danny: Where are ya from?

Lee: I grew up in Macon.

Andy will remember that.

Andy: Right here in the heart of Georgia, that's what I like to hear!

Lee: The motor inn is my home now, I guess.

Andy will remember that.

Andy: Hm. That place has seen better days, huh?

Doug: We've actually made it pretty secure.

Ben: I like that alarm system you made. That's pretty smart.

Carley: You can say that again.

Lee: I move around a lot. Hard to call any place home, I guess.

Andy will remember that.

Danny: I used to move around a bit myself, but the dairy will always be home to me.

Andy: Something tells me you're a local boy. You can always just kinda tell, ya know?

Andy: Y'all seem pretty settled in at that motor inn. Who's running things over there?

Lee: Lilly. She runs a pretty tight ship. Her and her dad are ex-military.

The St. John brothers took note of that.

Mark: Yeah, she knows her shit, but she needs to know when to back off sometimes.

Lee: Kenny's the guy who really keeps the group together.

The St. John brothers took note of that.

Mark: Heh, don't let Lilly hear you say that.

Lee: I am. If you guys have any questions, you come to me.

The St. John brothers took note of that.

Doug shrugs.

Carley smiles.

Lee: We work as a group, all of us looking out for each other.

The St. John brothers took note of that.

Andy: I hear that! There are so many dumbasses out there fighting each other these days...it's just stupid.

The brothers exchange glances.

The St. John brothers noticed your silence.

Danny: How many people ya got over there anyway?

Lee: Nine. Including the kids.

You answered honestly.

Doug: Well, ten, actually...if you count the new guy.

Carley: You forgot Ben.

Ben: Me?

Carley: That makes it ten.

Lee: Enough to defend ourselves.

You let them know you are prepared to defend yourselves.

Andy: Well, that's good! It's getting dangerous out there, well, you guys know.

Lee: Well, the kid here is our newest arrival, but we're all looking forward to some food. We really need it.

You avoided answering the question.

Andy: Well, here's to helping each other out!

Mark: We've got a lot of hungry folks back there who really appreciate your food offer.

Andy: Well, here's to helping each other out!

Andy: Well, we'd love to get ya ALL out to the dairy. Like I said, we got plenty of food, and quite frankly, we could always use an extra helping hand.

Ben: In the summers, I used to help out on a goat farm.

Danny: Yeah, that's great. Everything helps!

Andy: Momma's been running the dairy for as long as I can remember, but now it's gettin'--

Nearby, a conversation is heard.

Bandit 1: You think you're gonna cut me outta this?

Andy: Shit! Get down!

Everyone crouches down and moves forward to see the argument, Mark and determinately Carley drawing their weapons.

Bandit 2: No one is trying to cut you outta anything!

Bandit 1: You and Gary are always pulling this shit! Don't think I haven't noticed!

Danny: Fuckin' bandits.

Mark: Who?

Ben: Those look like the people who raided my camp.

Bandit 2: Calm down, your paranoia is pissing everyone off!

Lee: Who are they?

Andy: Shh. Fucking assholes is who they are.

Bandit 1: Fuck you! You knew we were hungry! And you guys were keeping it all to yourselves!

Doug: What should we do?

Carley: There's only two of them.

Andy: Oh, no, there's a lot more.

Bandit 2: Yeah, and you know what, we ate it all! What are you gonna fucking do about it?

Andy: Don't worry. Danny and I got ya covered if something happens, but let's just wait this out and hope they move on.

Bandit 1: FUCK YOU!

Bandit 1 kicks the other bandit and then shoots him in the head. Ben gasps. Bandit 1 shoots the dead body a few more times.

Bandit 1: FUCK YOU! FUCK YOU!

Doug: Oh, shit!

Carley: Jesus!

Bandit 1: Asshole.

The bandit walks away.

Andy: The world out here has gone to shit. Come on, let's get to the dairy where it's safe.

Everyone gets up and walks away.

Dairy Farm

They arrive at the farm, Andy and Lee carrying full gas cans.

Andy: Here it is. St. John's family dairy. (gestures to electric fence) Y'all can see how we've kept this place so safe.

If Doug was saved, he will kneel down and inspect the fence before moving on.

Mark: The fence keeps them out?

Andy: You betcha. They fry like bugs in a zapper. We're pushing 4,000 volts through that thing, with generators and amps.

Doug: Oh, wow, you guys must know a thing or two about running wire.

Danny: Had a guy who did, yeah.

Carley: I'm going to assume that's a lot...

A woman watches through the window as they approach the gate.

Lee: Ever have any accidents?

Danny: Nah.

Andy: It's safer here than out there.

Lee: This is a really brilliant setup.

Andy: Suits us just fine.

Lee: We've got kids in our group, doesn't seem safe to have them near a lethal fence.

Andy: Oh, don't worry about that. We got plenty to keep 'em entertained.

Andy: And, uh, we're gonna assume that your friend here, uh, Lee, is SILENTLY impressed.

Doug: Oh, wow! You've got enough electricity to run the whole place!

Carley: This place looks untouched! You'd never know the rest of the world is in ruins.

Andy: It's worth protecting, hence all the juice.

Brenda, holding a basket, walks down the steps toward the group.

Brenda: I thought I saw y'all with company comin' down the drive!

Andy: Guys, this is our mama.

Brenda: I'm Brenda St. John, and welcome to the St. John Dairy!

Andy: (gestures to Lee) This here's Lee.

Andy: He's from Macon.

Brenda: A couple of our old farm hands were from Macon. They grow 'em good there.

Andy: He been livin' down at the old motel 'round the way.

Andy: He moves around a lot, but with things the way they are, maybe we can convince him to stick around for a while.

Andy: He, uh...ya never did say where you were from.

Lee: You were right. I'm a local boy.

Danny: They got a few more friends staying at the old motel.

Brenda: Oh, my goodness, that place is pretty vulnerable. Have you got someone with survival experience to lead your group?

Lee: I've got things under control over there.

Brenda: Well, I hope you know what you're doing. That place isn't safe like it is here.

Lee: Kenny's working on getting us somewhere safer... He doesn't think the motor inn will stay safe forever.

Brenda: Sounds like a smart man.

Lee: Lilly. She's tough as nails and keeps us focused on what it takes to survive.

Mark: Lilly was in the military, like me.

Brenda: Well, that's good to hear. That motel ain't the safest place.

Lee: We all work together. Plus, we've got plenty of people with military experience.

Brenda: Well, that's good to hear. That motel ain't the safest place.

Lee says nothing.

Andy: Hold on. I thought you said someone else was running things?

Lee: Oh, yeah, I thought she was asking about survival tactics...

Brenda: Well, it don't matter. You're here now. We'll make sure you're safe and comfortable.

Brenda: Now that y'all are here, we'll make sure you're safe and comfortable.

Lee: Does that offer apply to the rest of us?

Doug: We're starved!

Carley: We're all incredibly hungry.

Lee: Thanks for having us. We brought some gasoline on good faith.

Doug: We're starved!

Carley: We're all incredibly hungry.

Lee: We're awful hungry.

Doug: We're starved!

Carley: We're all incredibly hungry.

Brenda: These are for y'all. Baked fresh this morning.

Brenda raises the basket, which is filled with bread.

Doug: Holy moly!

Everyone turns to Doug as chewing sounds are heard. Doug is holding the basket and eating the food. He pauses at being caught.

Doug: Sorry.

Carley: Amazing!

Danny: Can't get stuff like that anymore, not without a cow for milk and butter, that's for sure.

Brenda: That's right. Hopefully Maybelle will make it through this bout of whatever she's got and be with us for a good long while.

Lee: Your cow is sick? What's she--

Mark: We have a vet! We could bring her here! We can help you folks out.

Brenda: A vet? Oh, my! Our prayers have been answered!

Mark: Maybe our whole GROUP could come...for the day...

Brenda: Well, how about this, y'all go get your veterinary friend, and I prepare some dinner. A BIG feast for all you hungry souls. It'll be nice to have some folks to help out around here again. Danny, why don't you come help me out in the kitchen?

Brenda and Danny leave.

Doug: Why don't I head back with the food and round up everyone for the trip back here?

Carley: Why don't I head back with the food and round up everyone for the trip over here?

Andy: You might wanna take someone with you. Remember, those roads can be dangerous.

Doug: No problem. Ben can come with me.

Mark: Take this.

Mark hands Doug his rifle.

Doug: Alright! See ya later!

Carley: I can handle myself.

Mark: Take this.

Mark hands Carley his rifle.

Mark: Why don't you go ahead and take Ben along anyway?

Carley: Take care of yourself, Lee. See ya in a while.

Ben and Carley/Doug leave.

Andy: Mark, Lee, why don't ya take a look around? Once ya get settled in, I could use some help securin' the perimeter.

Lee: Is there a problem?

Andy: Sometimes, the dead get tangled up in the fence before they fry and end up knocking over a post. It'd be a BIG help if you could walk the perimeter. You can learn a li'l something about our fence. I'm gonna go top off the generators before they run dry. Come get me when you're ready.

Mark: You betcha.

Andy leaves.

Mark: This place is INCREDIBLE! It's got food! And that fence...oh, man, that fence! If we play our cards right, this might turn out to be a place we can stay. So how do you want to play this?

Lee: They're offering us food, we should do whatever we can to make these people like us.

Mark: The way Brenda was talking, I get the feeling like she'd be happy to have us stay.

Lee: All the more reason for us NOT to fuck this up. If Andy needs some help securing the perimeter, then that's what we do.

Lee: Before we can think about bringing our whole group here to stay, we need to figure out if this place is as safe as they're telling us.

Mark: Right. Obviously, THEY think it's safe, but is it safe enough for the kids? I noticed a broken swing over there. Not a big deal, but maybe there's other things not working that we just can't see yet.

Lee: And checking the fence perimeter sounds like a decent way to get a good look at their defenses.

Mark: Alright, I'll keep my eyes open and you find out what you can from Andy.

Mark walks away. Lee enters the gate.

Lee: Wonder how much food they've got in there. Hopefully we'll find out.

Lee: Too bad it's broken. I'll bet Clementine and Duck would have loved something like this to play on.

Andy: Kids used to like that old swing even more than the tour sometimes!

Lee: I'll bet.

Lee: Mind if I fix it?

Andy: Sure! That'd be great! Momma sure does appreciate you all helping out.

Lee: When was the last time it got any use?

Andy: Been quite a while. Don't exactly have a lot of kids visiting anymore.

Lee: I look forward to the day when kids can just be kids again.

Andy: Amen to that.

Lee: How'd it break?

Andy: Got busted the first day those...things showed up. Thank god no one was on it at the time.

Andy: Looking for a place to relax before dealing with the outer fence?

Lee: Nah. Just looking around.

Lee: (to himself) Looks like it just needs a new board for the seat and some rope. Make it safe for Clem and Duck, and let the St. Johns know we can pull our weight around here.

Lee: Hmm. Pointy.

Lee: This is too big right now, but if I can find something to cut it down to size, this might make a good seat for the swing.

Lee: Hmm... Mind if I use one of these boards?

Andy: Already making some repairs, huh? I like a guy who takes some initiative! Yeah, go right ahead!

Lee cuts the board in half with the saw and takes one of the pieces.

Lee: The fence is fantastic. We'll do whatever you want to help keep it running.

Andy: Well, clearing that perimeter is gonna be a big help. Just let me know when you're ready.

Lee: Looks like the fence runs around the entire property, not just the house.

Andy: Yep. Can't take any chances when it comes to safety.

Lee: What's that?

Andy: Generator. You guys came along with gas just in time.

Lee crouches down and touches the generator.

Andy: Hey, uh, don't mess with that, okay? The thing's a little tricky and I don't wanna spend half a day trying to fix it again.

Lee gets up and nods.

Lee: You can definitely tell they built this thing themselves.

Andy: Hey... What are ya fixing to do around the barn?

Lee: Just trying to find more ways to help out!

Andy: Well, I appreciate that! Tell ya what, we'll find ya something to do over there after we get back from securing the perimeter.

Lee: Sounds good.

Lee: How secure is your barn? Having a safe place for the cow is pretty important.

Andy: Thanks to the fence, nothing gets in here anymore. Unfortunately, the deadies took most of our cattle before we got it running.

Lee: Mind if I take a look?

Andy: Sure, but why don't we do that after we tend to the perimeter.

Lee: Sounds good.

Lee: Nothing.

Andy: Just giving yourself the tour, huh?

Lee: Mind if I take a look?

Andy: Sure, but why don't we do that after we tend to the perimeter.

Lee: Sounds good.

Andy: Ah, there'll be plenty of time for all that stuff later, after we go fix up the fence on the outer perimeter.

Lee: Everything in here looks safe. And now I know where to find some rope in case they need help tying anything down.

Lee opens the box on the porch and takes out some rope from it.

Lee: This rope is perfect for the swing.

Lee closes the bucket.

Lee looks at the awards on the wall of the house.

Lee: This dairy won a lot of ribbons in its day, huh?

Lee turns around as Andy appears behind him.

Andy: This place was my daddy's life. It meant everything to him. You know, when he first bought this place, this was a single-story house.

Lee: Is that right?

Andy: After us kids were born, he insisted on adding a second floor. Said they had to have room for as many babies as they could have... Momma was done after Dan.

Lee: My folks stopped after two as well.

Andy: Then, one day, the world changed... Now this place is all we have left of Daddy. That's why we take such good care of it, and why we wanna share it with good folks like yourselves.

Lee nods and Andy walks away.

Lee looks at the plants in the windowbox on the porch.

Lee: Mm, fresh herbs! I can hardly wait for dinner!

Lee: Used to have these on the front porch of my house growin' up. Hope the noise doesn't attract any unwanted guests.

Lee: This board is good, but I need some rope.

Lee: I've got some rope that should work...but that board I found is too long.

Lee: Alright, this shouldn't be too tough.

Lee fixes the swing.

Andy: Well, I'll be damned. Momma's gonna be thrilled to see that old swing all fixed up.

Lee: Hopefully our kids will like it too.

Brenda opens the door and stands on the balcony.

Brenda: Did you say somethin', darlin'? Oh, my goodness. Did you do that?

Lee: Just trying to help out a bit around here.

Brenda: You know, I used to push Andy and his brother out here on that swing every night when they were kids. Seems like such a long time ago now.

Lee: Yeah...it does.

Lee: All fixed. That should make everyone happy!

Talk to Brenda

Lee opens the screen door and knocks on the other door. Brenda opens the door.

Brenda: Well, hi there, Lee! What can I do for ya, sweetie?

Lee: Can I help you with anything around the house?

Brenda: I think with Danny's help I've got things pretty well squared away in the kitchen, but feel free to check with Andy. He's got a lot of weight on his shoulders these days so I'm sure he'd love any help he can get.

Lee: Your family has done an amazing job of keeping this place up.

Brenda: Well, now, aren't you sweet, thank you, Lee. The boys and I have tried to adapt as best we can, but we still keep some of our old routines to help remind us of better times.

Lee: What happened to the rest of your staff?

Brenda: We've had our share of tragedy here...just like everyone else, I'm sure. Some of our staff took off to find their families soon as they heard the news. The few that stuck around...well...we lost most of 'em the first night those things showed up here. It was...a tough night.

Lee: How many rooms does this house have?

Brenda: Rooms? Why do you ask?

Lee: Uh... Just curious, I guess.

She will remember that.

Brenda: Let's not start thinking too far ahead now. Let's just focus on gettin' y'all a good home-cooked meal tonight.

Lee: It looks custom-built.

Brenda: Nice of you to notice. My husband put a lot of work into this old house.

Lee: Well, he did a fantastic job.

Brenda: I believe in making a house a home.

Lee: I'm sorry. That was rude of me.

Brenda: Well, don't you worry about it, Lee. We've got a great big dining room that will fit your whole group.

Lee: Uhhh...

Brenda: Let's not start thinking too far ahead now. Let's just focus on gettin' y'all a good home-cooked meal tonight.

She noticed your silence.

Lee: When will dinner be ready?

Brenda: It'll be a while still, but it'll be worth it, trust me!

Lee: How has your family been holding up since...you know?

Brenda: My boys have been my saving grace. They both left their jobs and came home to help out after the attacks started happening. I think it was hardest on Andy. Dan was always more of a mama's boy, but don't tell him I said that! (chuckles)

Lee: Well, if anything comes up that I can help with, feel free to let me know.

Brenda: Well, Lee, I sure appreciate it.

Lee: No problem.

Lee and Brenda close the doors.

Lee opens the gate to the house and walks up the steps to the porch.

Talk to Andy

Andy gets up from where he's crouching in front of the generator.

Andy: Hi.

Lee: Hi...

Andy: I'm glad you guys decided to help us out. I noticed back at the motel that you folks are pretty well-armed. You been stockpiling, huh?

Lee: Yeah, if you need some extra people to protect the dairy, you can count on us.

Andy appreciates your offer of help.

Andy: Well, hopefully, it'll never come to that, but, thanks.

Lee: We've scraped together a good supply in the last few months. How about yourselves? What kind of protection do you have around here?

Andy: We've collected a few guns to protect ourselves, but we really only use 'em when we go off the property. When we're inside the perimeter, the fence is all we need to keep us safe.

You learned they have several guns.

Lee: Yeah. If anyone tries to fuck with us, they'll regret it!

He will remember that.

Andy: Well, protecting your people is important, but in my experience, having that many guns around is when people get dangerous.

Lee shrugs.

Lee: Mark and I can help you with that perimeter, now.

Mark walks over.

Andy: Oh, good. The fence'll stop a walker in about three or four seconds, but gets overloaded if we leave the husks out there.

Lee: You know, Mark and I can clear the fence ourselves if you wanna stay here and finish up with the generators.

Andy: Well, that'd be great! I'll turn off the northwest section, and if you guys could strip 'em off and look for any weak points, that'd be a big help.

Lee: Sounds easy enough.

Andy: Stay attentive, ya never know.

Lee nods and he and Mark walk away.

Lee: An electric fence is enough to keep out walkers?

Andy: Walkers? Is that what you call them? That's good. The old one wouldn't have, but Mac--he was our foreman--he figured out how to amp it up with the generators. We used to sit out here some nights and watch the sons o' bitches sizzle and pop when they got too close. Closest thing to entertainment these days, I guess.

Lee: These generators are enough to power the whole dairy?

Andy: We got lots. And we gotta keep trading for fuel as much as we can. But they all work together to do the trick. Like us.

Lee: We can't be the first people you've invited up to the dairy.

Andy: Well, no. We've made similar deals with other folks, trading for gas and food, but ultimately they moved on, looking for the people they lost contact with.

You found out that other survivors have stayed at the farm.

Lee: I'm gonna get to know the place for a minute.

Andy: Okay, well, we gotta secure the perimeter so don't take too long!

Talk to Mark

Mark stands near the gate.

Mark: So, what have you found out? Is this looking like a good place to stay?

Lee: The fence is no joke, at least around the house. I'm looking forward to seeing the rest of it.

(If Lee tried to open the gate to the barn.)

Lee: I didn't get a chance to check out the barn area yet. I'll do that after helping Andy get the perimeter secured.

(If Lee looked at the generator.)

Lee: The generator might be a problem. Andy said it's "tricky" and repairing it takes him a while. Still, it's a hell of a lot more secure than the motor inn.

Lee: I'll keep looking around.

Mark: Alright. Keep me posted.

Mark: So what's your read on Andy so far? Think they'd be open to letting us stay?

Lee: Getting the perimeter secured is gonna help us a lot.

Mark: We'll be getting in good AND making this place safer for us!

(If Lee said "No one fucks with us.")

Lee: I may have turned Andy off when talking up our guns.

Mark: Shit, well...do something to turn him on again!

Lee looks questioningly at Mark.

Mark: You know what I mean.

(If Lee asked "Are we your first guests?")

Lee: Andy tells me they've had guests stay here before. That tells me they're at least open to the idea.

Mark: That's fantastic!

(If Lee was silent or said he was curious.)

Lee: I may have pushed too hard asking Brenda about her house...

Mark: Damn it.

Lee: I'm gonna get back to it.

Mark nods.

After Lee tells Andy they're ready to fix the perimeter, Lee and Mark walk along the northwest part of the fence.

Mark: So how's the place looking? Is it safe enough for us to stay...if we can?

Lee: Yeah, it's pretty amazing what they've done with this dairy. But let's see what it takes to secure this fence before drawing any conclusions.

Mark: Do you think we're doing enough to get the St. Johns to like us?

Lee: Well, we don't wanna seem over-anxious. Showing them we can handle this fence is gonna go a a long way.

Mark: I can't wait until everyone's out here. Everyone besides Larry...

Lee: What's up with you telling him what I said about him thinking I'm dangerous?

Mark: Look, you said it.

Mark: You even admitted it right to him!

Lee: Why the hell did you have to tell him I thought he's a racist? As if tensions weren't high enough!

Mark: Sorry, man! It just...it popped out!

Mark: I mean, you DID admit it right to his face...

Lee: He wouldn't be such a pain in the ass if you weren't telling him we were talking behind his back all the time.

Mark: I--I'm sorry, alright?

Lee: That guy's a piece of shit anyway.

Mark: Relax. You're not making things any better riling him up.

Lee: We'll work it out somehow.

Mark: Well, hopefully he'll calm down once he's out here.

Lee: I try to be civil, at least.

Mark: He's too busy being cranky to notice.

Mark: Well, maybe a good meal will chill him out a little.

A crow takes a chunk of flesh from a dead zombie stuck on the fence with an arrow in its neck.

Mark: There's one. Eughh.

Lee nudges the walker's shin with his foot.

Mark: Lee, it's dead.

Lee: Come on, let's push it off.

Mark: Andy said when this fence is working, the walkers go up like a tree branch on a power line. If those lights are out that means the fence is off, right?

Lee: It better be.

Lee: Maybe the St. John boys were using this guy for target practice?

Mark: Poor guy.

Lee: I don't know what got him first, the arrow or the fence. Either way, I hope he was already dead.

Mark: Who do you think he was?

Lee: It doesn't matter.

Lee: Maybe a farm hand. I don't know. I hope he wasn't like this long before the fence finished him off.

Mark: Yeah.

Lee: At least it's not one of us.

Lee says nothing.

Lee tries to push the zombie with his axe.

Lee: Looks like he's stuck.

The arrow has gone through the walker's neck and into a fence post, so Lee pulls the arrow out of the corpse.

Lee: Disgusting.

Lee uses his axe to push the zombie off the fence.

Lee: Come on, I'm sure there's still a few more.

They continue walking along.

Mark: Once this fence is patched up, this place'll be a fortress! God, can you imagine not having to worry about the walkers anymore?

Lee: It's useless without gas. We might need food, but the St. Johns need gas too.

Mark: Not many drivers these days, Lee. We could scrounge up a year's worth of gas, easy.

He noticed your ambivalence.

Lee: A fortress needs people to defend it.

Mark: We've got enough people.

He noticed your ambivalence.

Lee: It's dangerous.

Mark: True, but it's also dangerous to the walkers.

He noticed your ambivalence.

Lee shrugs.

Mark: So, what's your take on the brothers? They seem to have this place tied down pretty well.

Lee: What do you mean by that?

Mark: I don't know. They seem decent enough. I just want you to know that I've got your back if anything goes down. That's all.

Lee: Thanks.

Lee: These folks are just delaying the inevitable. This place is gonna fall apart, just like everywhere else.

Mark picked up on your doubt.

Mark: (sighs) Maybe you're right.

Lee: We've got enough people to take this place by force, if we have to.

Mark: Sheesh, Lee. You sound like Kenny.

Mark: Well, they seem decent enough. I just want you to know that I've got your back if anything goes down.

He noticed your silence.

Lee: There's another one.

Mark: I see it.

Mark and Lee approach another zombie caught in the fence. Lee pushes it away with his axe, but its hands remain caught on the fence.

Lee: Man, the fence burnt right into its hands. I think they fused together.

Lee severs the zombie's wrists, and its body falls while its hands remain fused to the fence.

Mark: You never get used to the smell, do ya?

Lee: (chuckles) Nope.

They continue walking.

Mark: Christ, I can't stop thinking about dinner.

Mark: Thanks for the rations earlier. It's not easy eating in front of the kids, but it's all that's keeping me on my feet right now.

Mark: Woulda been nice to get some of those rations. I get hungry too, ya know.

Lee: Just try to focus on the task.

Mark: They knew what they were doing, teasing us with food and then giving us chores!

Lee: Having a good meal will be worth it.

Lee: We'll go ask for more to eat after this is done.

Mark: Alright, I can suck it up.

Lee: I'm hungry too, Mark.

Mark: Do you think they're gonna be good for it? Dinner for a whole group of people?

Lee: If they've got as much food as they say, I think so.

Mark: Let's just get this done. Maybe Brenda has some more bread in the house.

A section of fence has fallen down with a walker tangled in it. Nearby, outside the fence, is a silo and tractor.

Mark: Come on, I think I see where they're getting in. This one must've knocked it over trying to get through. He's tangled up in there pretty good. Come on, help me get this thing back in place so we can get Mr. Crispy off of here.

Lee: I think we'd get better leverage from the other side.

Mark: Good idea.

Mark jumps over the fallen fence to the other side. He crouches down and holds onto one of the fenceposts.

Mark's Comments

Mark: Little help here, Lee?

Mark: C'mon, Lee, we don't have all day.

Mark: Damn it, Lee, I can't lift it myself.

Mark: If you're waiting for that guy to help, it ain't gonna happen. Come on.

Lee steps over the fence and holds the other fencepost. He and Mark push the fence back up. Just as they let go, the electric fence turns on.

Mark: Holy fuck! What just happened?

Lee: The fences are on!

Mark: Why the hell would he turn the fence on?! He knows we're out here!

An arrow pierces Mark's shoulder and he cries out in pain, grabbing his shoulder. Arrows continue flying at Mark and Lee.

Bandit: I told you what would happen, you son of a bitch!

Mark: What the--?

Lee: Get to the gate!

Mark and Lee try to run along the fence to reach the gate, but arrows are fired in front of their path, narrowly missing them. Lee looks over at the tractor.

Lee: Get down!

Bandit: You assholes!

Mark: JESUS!

Mark and Lee take cover behind the tractor. Lee peeks over, ducking as an arrow flies at him.

Bandit: We had an agreement! Now you're fucked!

Mark: Who the fuck is that?!

Lee: No idea!

Mark: Fuck! Now what?!

Lee: With the fence on, that gate is our only way out!

Bandit: I'll fuck you sumbitches up!

Bandit: Give us the food!

Bandit: I already got one of ya!

Bandit: Behind the tractor!

Bandit: Show yourself!

Bandit: Try to lure 'em into the open!

Bandit: Get closer!

Bandit: Can't hide forever!

Bandit: I gotcha now!

Bandit: I see 'em!

Bandit: Damn it!

Bandit: What about our arrangement?!

Bandit: You fucked with us, now we'll take what we want!

Bandit: Don't think I can't see you!

Bandit: Over there!

Bandit: Did you really think you could fuck with us?

Bandit: Where's our food, you assholes?

Bandit: I can do this ALL day!

Bandit: You assholes deserve to die!

Bandit: It ain't right, we had a deal!

Bandit: Come on out!

Bandit: You didn't deliver the goods! Now we're gonna take what's owed!

Bandit: You got lucky that time!

Bandit: There you are, boy!

Mark: Lee, hurry up!

Lee tries to push the tractor, but it doesn't budge.

Lee tries to push the tractor, but it doesn't budge.

Lee: Shit, something's still blocking it!

Mark's Comments

Mark: Get down!

Mark: Lee, get back here!

Lee: Leave us the fuck alone!

Lee: Let's talk this out!

Lee: Get out here and face me like a man!

Lee: Who the fuck are you?!

Lee: Stop shooting at us!

Lee: We don't mean you any harm, goddamn it!

Lee: We don't know you!

Lee: STOP SHOOTING!

Lee: We're NOT the St. Johns!

Lee: Show yourselves!

Lee: We're not your enemy!

Lee hides behind the tractor again.

Lee looks at the ignition.

Lee: No fuel. Of course.

Lee looks behind the tractor at the plow.

Lee: The blades are stuck in the dirt!

Lee pulls the plow lever, which raises the spikes stuck into the dirt. Lee quickly takes cover again as the bandits fire an arrow at him. Lee takes away the chock blocking the front wheel, and the tractor starts rolling forward; Lee and Mark move along with it.

Lee: Come on, if we can reach the gate, we can get through this fence and back to the house.

Bandit: Over there!

Mark: Aghh! Shit, that hurts!

Bandit: They're on the move!

The tractor stops as it runs into a dead walker.

Mark: What happened?

Lee: Shit. It's one of the dead we pushed down earlier. I'm gonna have to move it.

Lee pulls the zombie out of the tractor's path; it continues to roll along as Mark and Lee follow it.

Bandit: Where do you think you're going?!

The tractor rolls into another walker body.

Mark: Another one? How many of those things did we push down?

Lee grabs onto one of the zombie's arms and tries to pull him away, but the walker is still alive. It grabs onto Lee's hand with both hands and pulls him toward itself.

Lee: Shit!

Lee stomps on the zombie's head twice, then pulls backward until the top half of its body is torn from its legs. Lee drags and throws it aside. They continue moving along with the tractor, the zombie still crawling along behind them.

Mark: You okay?

Lee: Yeah. Barely.

Mark: Come on, the gate's right there!

The tractor stops in front of the silo, and the zombie chasing them gets shot in the eye with an arrow.

Bandit: They're getting away!

Lee: Let's get outta here!

Lee kicks open the gate and he and Mark run away.

Bandit: You lucky sons of bitches! Go ahead and run! We ain't goin' nowhere!

Lee and Mark run back to the house, and Andy runs toward them. Danny stands on the porch.

Andy: Lee, what's wrong?

Lee: The electric fence came on! Some people started attacking from the woods and we got trapped between them and the fence!

Lee: It was a goddamn ambush out there!

Lee: I thought this place was safe!

Lee shakes his head.

Danny runs up to the group.

Danny: Holy shit! Are you okay?

Andy: I...I heard Mark yell and thought y'all were giving me the all clear! Man, I am real sorry.

Andy: Bandits?! Here?! On our property?!

Andy: Fucking bandits! They have no right being out here on our property!

(No extra dialogue.)

Brenda is standing on the porch.

Brenda: Oh, my Lord! What happened to you, sweetheart?!

Andy: It was those bastards in the woods, Mama...

Mark: Yeah... I'll be alright once it's out, but, goddamn, it hurts!

The rest of the motel group approaches the others. Kenny waves.

Kenny: Hey, y'all!

Katjaa: Mark! Oh, my god, what happened?!

Lee: He got shot with an arrow.

Lilly: Christ! Are you gonna be okay?

Mark: Yeah, I'm fine. I should just...pull it out...

Brenda goes over to Mark.

Brenda: Oh, no, honey, c'mon, Brenda's got you. C'mon inside now. We'll have you all sorted out.

Brenda, Katjaa, and Mark walk toward the house.

Brenda: Well, you must be the veterinarian....

Larry: What kind of shit is this?

Lee: We ran into some people on the way up here...bandits, I guess. I think it was them that attacked us.

Andy: They gave us a lot of problems in the beginning, killed a bunch of our farmhands. We were able to get 'em to stop by makin' a deal.

Kenny: You KNEW about these people?

Danny: Food for protection. Not like we had much of a choice, but they did stop hasslin' us.

Lilly: Christ, maybe you were right about this place, Lee.

Larry: Goddamn it!

Larry: Doug said this place was safe!

Larry: Carley said this place was locked down tight!

Lee: Maybe it isn't as safe here as we thought.

Andy: We're sorry! We've never had them screw with us like this! Not since we started givin' 'em food!

Lee: It was just a fluke thing...we can't stop assuming there aren't bad people out there.

Lilly: What the hell do you mean "a fluke"?!

Lee: It could've happened anywhere. It could've happened to us in the motor inn.

Lee: So much for your "deal".

Andy: Those shitheads broke the agreement! I'm sorry, Lee. If I had any inklin' they were gonna give you guys trouble, we woulda gone out there with you!

Kenny: Jesus, Lee! Say something!

Andy: Listen, we may have had an agreement with those people, but we will NOT stand for this shit.

Danny: Ain't no way we're gonna let those sons o' bitches get away with this!

Kenny: You know where these assholes are?

Danny: They're hard to pin down, but I think I know where at least ONE of their camps are. When you're ready to go scope out that bandit camp, come find us.

Andy and Danny walk away.

Lilly: Bandits? Are you serious? This place isn't safe, we can't stay here.

Kenny: Not safe?! This place is a hell of a lot safer than that motor inn! I think all of us and our guns can handle a couple of punks with bows and arrows! What we need to do is find a way to get our whole group out here to stay. Take this place over if we have to.

Larry: Whoa! Cool your jets there, Rambo. These are nice people. Let's not do anything to get us thrown out before we eat!

Lee: I'm gonna head out and help Dan deal with these bandits. You guys should try to make friends with Andy and Brenda while I'm gone.

Larry: Well, that's easy. I got charm coming outta my ass.

Lilly: Yeah, that's...real charming, Dad.

Lee: Where's Ben and Doug?

Lilly: Since Doug ATE half the biscuits on the way to get us, I had them stay back. I still don't think we should be trying to stay here, and someone's gotta watch the motor inn until we get back.

Lee: Where's Ben and Carley?

Lilly: Since Carley and Ben ate some of the food on the way back to get us, she volunteered to stay behind and watch the motor inn until we get back.

Andy and Danny are talking to each other. They turn around and go back to the group.

Andy: Hey, kids, look what Lee got working for ya!

Clementine: A swing! I love swings! Just like at my treehouse! Come on, Duck! Thanks, Lee! You're the best!

Duck: Yeah!

Andy: Hey, I remembered seeing kids in your group, so I went ahead and fixed that swing while you were out. Hope you kids like swings!

Clementine: A swing! I love swings! Just like at my treehouse! Come on, Duck!

Kenny: Why don't you kids go and play on the swing, huh?

Duck: Yeah!

Lee: Thanks.

Andy: Anytime. We're looking out for ya!

Kenny and the kids walk away. Duck sits on the swing and Kenny pushes him. Everyone else disperses.

Lee: They look happy.

Lee: No mail coming in or out these days. At least they don't have to worry about bill collectors anymore.

Lee: They're storing gasoline all over the property.

Lee: You can definitely tell they built this thing themselves.

Lee: That thing keeps the fence electrified.

Lee: I guess Mark and I were lucky we weren't touching this thing when it came on.

Lee: If a couple of tools out in the open is as unsafe as it gets, we'll be fine here. Would have been nice to have one of these back at the motor inn.

Lee: I'll bet they go through a lot of wood keeping those fences repaired.

Lee: Lots of hay. Enough of these might work as adequate cover from arrows if that becomes a problem.

Lee: If there's not enough room in the house for all of us, I guess a few of us could camp out here in shifts.

Lee: Looks like a feeding station for the cow.

Lee: Having a crop like that on hand must be great. We're gonna need to learn how to maintain it if we end up staying here.

Lee: Quaint. Doesn't offer much in the way of protection, though.

Talk to Clementine

Lee: Hey, Clem, do you like the swing?

Clementine: Yeah! It's fun!

Clementine: Thanks for fixing it!

Lee: You're welcome.

Lee: Be sure to tell Andy "thank you", okay?

Clementine: I will!

Clementine: Will you push me on it?

Lee: Sure, happy to push you on the swing. (to Kenny) Mind if Clementine takes a turn?

Kenny: Alright, Duck, let Clementine have a try for a bit.

Duck: Okay.

Duck jumps off the swing and sits on a nearby tree stump with Kenny standing beside him. Clementine sits on the swing while Lee pushes her.

Lee: Maybe later, okay?

Clementine: Oh. Okay.

Lee: Don't worry, we're safe here now.

Clementine: As long as the bad people don't get me too, right?

Lee: I won't let what happened to Mark happen to you.

Clementine: Promise?

Lee: I promise.

Lee: How are you holding up, Clementine?

Clementine: I'm okay, I guess. Are you okay?

Lee: Yeah. I'm just a little worried about Mark.

Clementine: Is Mark going to be okay?

Lee: He got lucky out there. Could have been a lot worse.

Clementine: Are you going to find the people who hurt Mark?

Lee: We have to make sure they don't hurt anyone else.

Clementine: Be careful. I want you to stay lucky, too.

Lee: Ever since I've met you I've had good luck, so don't worry.

Clementine: Okay.

Lee: What do you think of the dairy?

Clementine: It's pretty. It reminds me of how things used to look before.

Lee: Yeah, it does.

Clementine: Do you think things will ever get back to how they were?

Lee: Yeah. I'm not sure when, but one day things have got to get back to normal.

You shared hope with Clementine.

Clementine: That's good. I hope it's soon.

Lee: Yeah. Me too.

Lee: I'm not sure, Clem. I hope so.

Clementine: I hope so too.

Lee: I don't think so.

You didn't hide the truth from Clementine.

Clementine: Oh. Lee?

Lee: Yeah?

Clementine: I miss my family.

Lee: I know, Clem. I miss mine, too.

Clementine: I miss the way things used to be.

She noticed your silence.

Lee: Alright, Clem, that's enough for now.

Clementine: Okay. Thanks for pushing me.

Lee: Of course. (to Kenny and Duck) It's all yours!

Duck: Yeah!

Kenny: Okay, Duck, don't pop a gasket.

Duck returns to the swing, and Kenny pushes him.

Lee: I've got some things to take care of. I'll be back in a bit.

Clementine: Okay.

Talk to Kenny

Lee: Hey.

Kenny: Hey, Lee, found anything interesting?

Lee: I was talking to Andy a bit earlier, it doesn't sound like they have too many guns around. They rely mostly on the fence to keep them safe.

Kenny: So long as you're on THIS side, things are alright. Provided the fence holds out.

Lee: Well, that's the problem, when there's no more gas, there's no more fence.

Kenny: That's true. Well, it's good to know what we're working with here. Keep looking around and let me know if you find anything else.

Lee: I'm just trying to make sure this place is secure, in case we decide to make this a more long-term solution. Except for those people in the woods, it seems pretty safe.

Kenny: Good to know. Keep your ears open for anything else that might help us.

Kenny: Hey, Lee, how's it going with the St. Johns?

Lee: Good. I was talking to Andy earlier and offered our group's assistance on the dairy. I don't think they have much to protect them besides the fence. He seemed pretty appreciative.

Kenny: Great. Sounds like they're starting to accept us.

Lee: Definitely.

Lee: They seem like good people. If we play our cards right, I still think it could work out for us here.

Kenny: Yeah, this place sure is a step up from that shithole motor inn.

Lee: How you holding up?

Kenny: I hope they feed us, Lee. Soon. On the way over here, I was gettin' dizzy, hands shakin', cold sweats. Thought I was gonna pass out.

Lee: They've got food here.

Kenny: Yeah, but I'm not just talking about one meal, ya know?

Lee: Did Duck and Katjaa get here okay?

Kenny: Well, it wasn't easy. Duck didn't look so good on the walk over to this place.

Lee: If everything works out, maybe he and Katjaa can have an easier life here.

Kenny: I hope you're right. Duck and Clementine deserve a better life than starving to death at some crappy motel.

Kenny: That's funny considering you didn't seem too worried about Duck back at Hershel's farm.

Lee: That's in the past, Kenny. A lot's happened since then.

Kenny: Yeah, right.

Kenny: That's funny, you didn't seem too worried about Duck when Larry wanted to throw him out into the street back in Macon.

Lee: That's in the past, Kenny. A lot's happened since then.

Kenny: Yeah, right.

Lee: I guess Lilly isn't too thrilled about being here.

Kenny: I could give two shits about what Lilly wants. Duck and Katjaa need food, and I'm not about to sit around that motor inn and watch 'em go hungry. You're with me on this, right?

Lee: Yeah, of course. Lilly's judgement is clouded, but you've got a pretty clear head about these things.

Lee: Lilly's been doing a good job of keeping the group together. You need to back off a bit.

Kenny: Whatever.

Lee: You're not making me pick sides, Kenny.

Kenny: Well, you better think about it, because that time is coming.

Kenny: Huh. Always the diplomat.

Lee: I'm gonna go have a look around.

Kenny: Don't wait too long to help scope out that bandit camp.

Kenny: It'd be a good opportunity to find out a bit more about the St. Johns and their relationship with those...bandits or whatever.

Lee: Right. I'll see what I can find out.

Kenny: Sounds like they're pretty amped up about it. This might be a good way to earn their trust.

Lee: Good idea.

Lee goes through the gate in front of the barn and approaches the gazebo, where Lilly and Larry are.

Talk to Lilly

Lilly: Lee, oh, my god, I'm so glad you two didn't get killed out there. Do you think Mark will be okay?

Lee: Wish I knew. But I think he's in good hands now.

Lilly: Yeah? It's not too bad?

Larry: He'll be fine. I've seen guys go through worse.

Lilly: How could you all bring us to this place?

Lee: Hey.

Lee: I take it you and Kenny didn't exactly make up on the way here.

Lilly: I tried seeing things from his point of view, having a wife and kid and everything. But gambling with your family's life is pretty stupid, if you ask me.

Lilly: Lee, I know you and Kenny are friends, but you recognize that he's not the right person to lead this group, don't you?

Lilly: Hey, thanks for backing me up this morning at the motel. I know I came down on you guys pretty hard, but you do agree with the way I'm running things, right?

Lee: You're a good leader, Lilly. Kenny's too emotional, but his intentions are in the right place. Still, it'd be best for all of us if you two could try to work together once in a while.

Lee: Kenny believes there's still hope. Maybe that's what we need right now.

Lilly: Well, hope doesn't do any good if we're all dead. I'm focused on keeping us alive.

Lee: I don't know, Lilly. Both you and Kenny have been very important to keeping the group together.

Lilly: Yeah, well if I don't keep us alive, there won't BE a group to keep together.

Lilly: You don't have to say anything.

Lilly: Your actions at the motel pretty much say it all.

Lilly: You gave yourself away when you backed me up in front of Kenny, so thanks.

Lilly: And not giving my dad food... That was cold.

Lee: How do you feel about leaving the motor inn?

Larry: It's a welcome change of scenery.

Lilly: I don't know. If we'd just stayed where we were, then Mark wouldn't have ended up with an arrow in his shoulder.

Lee: Hey, ah, can I talk to you in private for a second?

Lilly: Okay.

Lee and Lilly step outside the gazebo.

Lee: It's been three months, your dad still treats me like I'm some kinda asshole.

Lilly: Yeah, well, don't expect that to change. That's just how he is.

Lee: So, HE'S the asshole.

Lee: Does he treat you like that too?

Lee: How do you put up with him?

Lee says nothing.

Lilly: 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, ya know? Yeah, he's bitter and hateful, but that's all just to protect himself. And me. All he's got left in the world is me. And that goes both ways. So, yeah, he's probably gonna keep treating you like crap, but that's just because he still has one thing left to care about. So don't judge him. And don't judge me for sticking by him. He's my dad, and I love him.

They return to the gazebo.

Lee: Think our little arrangement with them was a good idea?

Larry: A little late to be asking that now, don't ya think?

Lilly: Dad's right. Let's just wait for dinner, and then if Mark is feeling up to it, we leave. I don't wanna push our luck here.

Larry: Now, now, let's not be hasty.

Lee: I'm gonna go check things out.

Lilly: Just don't get too nosy. These kinds of people are usually pretty protective of their privacy.

Larry: Yeah, and we don't need you pokin' your nose where it don't belong and getting us thrown out on our asses.

Lee opens the gate to the house and walks up the stairs to where the two St. John brothers are standing.

Lee: Fellas.

Andy: How ya feelin', Lee? Look, I'm really sorry you almost got killed out there. We should've told you how dangerous it was.

Lee: No shit.

Danny: You saw what they did to your buddy. Nobody's safe here until we start to fight back.

Lee: But how?

Danny: The two of us should go out and do some recon, then we'll all mount up for some revenge.

Andy: Hell yeah.

Lee: Who the fuck are these people in the woods?

Andy: We don't know. We think some of 'em used to work at the big box up the way.

Danny: Save Lots.

Andy: Yeah. Anyway, they're nutty as all hell. And get mad when they're hungry.

Danny: So, are you ready to head out there and find their camp?

Andy: Hey, Lee.

Danny: Change your mind about goin' out to track down them bandits?

Lee: Yeah. It'll be a good opportunity to find out a bit more about what we're up against. Let's do it.

Andy: I'll stay here and hold down the fort.

Danny: Remember: we're just doing reconnaissance for now. No use getting ourselves killed.

Lee and Danny open the front gate, now holding rifles. Clementine runs up to Lee.

Clementine: Are you going now?

Lee: Yeah. I'll be back soon, Clementine.

Clementine: Please be lucky.

Lee: I will.


Clementine watches them walk away.

Lee: We'll go in a few minutes, I just need to check on a few things before we head out.

Andy: Sure, that's understandable. Talk things over with your group, just come find us when you're ready.

Lee: I'll do that.

Jolene's Camp

After Lee agrees to head out with Danny, they walk through the woods.

Danny: See anything?

Lee: Not yet.

Danny: I know it's around here. It's gotta be close.

Lee stops and kneels down, nudging an empty can of soup with his rifle. They continue walking a short ways away.

Lee: Here!

Lee stands in front of a camp.

Danny: Oh, shit! You found it?!

Lee gestures for them to move forward quietly. They sneak up on the camp and ready their weapons, prepared for a fight, but no one is there. They continue sneaking forward, and hide behind the trees.

Danny: You see anybody?

Lee: Looks empty.

Lee: Can't tell.

Lee: Stay on your guard.

Lee says nothing.

They enter the camp.

Danny: Watch my back, Lee. I'm gonna check out the tent.

Danny slowly approaches the tent and opens it, his rifle at the ready. He lowers his weapon after seeing that it's empty.

Danny: Clear. This camp's too small. It can't be their main base.

Lee: That's what I was thinking.

Danny: Take a look around anyway. There's probably some shit around here they stole from us.

Lee: Nothing.

Lee: Empty.

Lee moves the box aside with his rifle.

Lee: Looks like they expected to be here a while.

Lee: Tent looks pretty new. Anybody inside?

Danny: Two sleeping bags. One of 'em's kid-sized.

Lee: Hmm. Looks like they were moving a lot of stuff.

Lee searches the boxes.

Danny: What's in the boxes?

Lee: They're all from Save-Lots.

Danny: The first few days they told folks to gather to the Save-Lots by the interstate. Anything worth taking?

Lee: Not unless you need a bunch of empty cans.

Danny: Heh, I'll pass.

Lee: This is too much stuff for just one person.

Danny: Trust me, these selfish bastards don't stop takin'. Probably just to remind us that it's theirs.

Lee: We don't know whose camp this is. Might not be bandits.

Danny: It must be. They don't share their neighborhood.

Lee shrugs.

Danny: I'll take that as a "no".

Lee moves the box aside with his rifle, and sees a box behind it labeled "St. John Dairy".

Lee: Boxes from the dairy here.

Danny: Probably the food we've been giving 'em. Fuckers crossed the line.

Lee pushes the dairy box aside and sees a camera behind it.

Lee takes off the lid.

Lee: Just water.

Lee: Yuck. I don't need that.

Lee: Empty. But it looks like someone's been eating out of these recently.

Lee: Nothing but fumes. Shit.

Lee picks up a camera.

Danny: What'd you find?

Lee: A video camera.

Danny: Lemme see that.

Danny walks up to Lee. Lee presses the "on" button but nothing happens.

Lee: Battery's dead, though.

Danny: Oh. Good. What else they got over here? Let's see if we can find anything useful and then get a move on. I see you handle that gun I lent ya pretty well. You a hunter?

Lee: No, but Lilly keeps us all on a regular training schedule.

Danny: Lilly, huh? Sounds like SHE'S running this "democracy" of yours.

Danny: Lilly? I thought you said you were running things back there?

Lee: Yeah, but, uh, she's got the combat training.

Danny: Lilly, right. You did say she was running things for ya. Sounds like you picked a good leader.

Danny: Lilly? I thought you said Kenny was running things back there?

Lee steps inside the tent.

Lee picks up the photo of a young girl and her mother and looks at it sadly before setting it down again.

Lee: Jesus... There's a kid mixed up in this?

Danny: WAS, more like.

Lee: Aw, man.

Lee examines the adult's sleeping bag and finds Clementine's hat beneath it.

Lee: The hell?

Behind him, Jolene appears, pointing her crossbow at him.

Jolene: Don't you fucking move!

Danny: Shit!

Danny points his rifle at her.

Jolene: Put your guns down.

Lee puts Clementine's hat and away and steps out of the tent, pointing his weapon at her as well.

Jolene: I ain't going back. You tell 'em Jolene ain't goin' back!

Danny: Hey! We had a deal! No shooting as long as we gave you food! What the fuck happened?

Jolene: You had a deal with THEM. I ain't THEM. I know you. I know what you are, and I know what you do.

Danny: You don't know me!

Jolene: Steal my shit. Steal everything from me!

Danny: We had a deal! You people broke it first!

Lee: Who the fuck are you?

Jolene laughs.

Lee: Look. It's not safe up here in the woods. You gotta come back to the dairy.

Jolene: Haha! Oh... It's a hell of a lot safer up here than down THERE, you best believe.

Lee: Why are you alone up here? What happened to you?

Jolene: That's a hell of a question, mister. They told me I'd be safe with them... Men who lived here. But it weren't safe. Not for me, and not for my girl. They didn't treat her nice. Not at all. They took her away, into the woods. Wouldn't tell me where. And I begged 'em. Every way I could think. They just laughed... (laughs) So I killed 'em. And I'm staying here 'til she comes back to me. One way or another...she'll come back.

Lee: We're looking for the people who attacked the dairy, and shot my friend.

Jolene: I don't know where they are. But they ain't here. So get the fuck outta my camp!

Danny: She's lyin', Lee.

Lee says nothing.

Jolene: Now maybe you didn't hear me last time...when I asked you sweet...put your damn guns down! You think I won't kill you? I'm gonna take this here crossbow, and put a nice sharp arrow, right through your eyeball. And into your goddamn brain. You're not men...you're monsters. All men are monsters. Take what they want, and then destroy it all. Take a can of beans, take a little girl...it's all the fucking same to you!

Lee: Screw this.

Jolene: Y'all wave them guns like you're lookin' to die. Don't need to go lookin' for death. It's already found us. Just waitin' to get turned into monsters. Some of us already are!

Lee shoots Jolene in the head.

You chose to shoot Jolene.

Danny: Shit! What the hell'd you do that for? We had a deal with them...

Lee: You shot Mark, you psycho bitch!

Jolene: Who the fuck is Mark? I don't know any Mark.

Lee: You shot him at the dairy.

Jolene: Fuck I did. That them other people--they's good buddies with your boyfriend here. I guess you met 'em. Ain't they nice? You know what? I changed my mind... I'm putting this arrow right through your BALLS. Yeah! Right through. String 'em up on that tree. Then I'm gonna head down to that farm and shoot every goddamn person I see.

Lee: Enough!

Jolene: Y'all wave them guns like you're lookin' to die. Don't need to go lookin' for death. It's already found us. Just waitin' to get turned into monsters. Some of us already are!

Lee shoots Jolene in the head.

You chose to shoot Jolene.

Danny: Shit! What the hell'd you do that for? We had a deal with them...

Lee: Put down the crossbow.

Jolene: No, sir, I need it. I need it to kill you fuckers. (laughs)

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Lee: Look, there's two of us, and one of you. No matter what happens, one of us is gonna kill you.

Jolene: Like you could kill me. They couldn't kill me. They tried. Killin' everywhere. Take all the dead folks you want, we'll make more!

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Danny: Okay, fuck this shit!

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Lee: Where did you get this hat?

Jolene: The little girl.

Lee: You STOLE it from her.

Jolene: So what if I did? You stole her from ME!

Lee: What the hell are you talking about?

Jolene: You know what? I changed my mind... I'm putting this arrow right through your BALLS. Yeah! Right through. String 'em up on that tree. Then I'm gonna head down to that farm and shoot every goddamn person I see.

Lee: Enough!

Jolene: Y'all wave them guns like you're lookin' to die. Don't need to go lookin' for death. It's already found us. Just waitin' to get turned into monsters. Some of us already are!

Lee shoots Jolene in the head.

You chose to shoot Jolene.

Danny: Shit! What the hell'd you do that for? We had a deal with them...

Lee: Put down the crossbow.

Jolene: No, sir, I need it. I need it to kill you fuckers. (laughs)

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Lee: Look, there's two of us, and one of you. No matter what happens, one of us is gonna kill you.

Jolene: Like you could kill me. They couldn't kill me. They tried. Killin' everywhere. Take all the dead folks you want, we'll make more!

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Danny: Okay, fuck this shit!

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Danny: Forget it, Lee. She's batshit loco.

Jolene: The crazy lady in the woods brings fresh meat to the farm!

Danny: YOU SHUT IT! NOW!

Jolene: You know what? I changed my mind... I'm putting this arrow right through your BALLS. Yeah! Right through. String 'em up on that tree. Then I'm gonna head down to that farm and shoot every goddamn person I see.

Lee: Enough!

Jolene: Y'all wave them guns like you're lookin' to die. Don't need to go lookin' for death. It's already found us. Just waitin' to get turned into monsters. Some of us already are!

Lee shoots Jolene in the head.

You chose to shoot Jolene.

Danny: Shit! What the hell'd you do that for? We had a deal with them...

Lee: Put down the crossbow.

Jolene: No, sir, I need it. I need it to kill you fuckers. (laughs)

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Lee: Look, there's two of us, and one of you. No matter what happens, one of us is gonna kill you.

Jolene: Like you could kill me. They couldn't kill me. They tried. Killin' everywhere. Take all the dead folks you want, we'll make more!

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Danny: Okay, fuck this shit!

Jolene: Go on, tell him, boy! Tell him what you got in mind for--

Danny shoots Jolene in the head.

You chose not to shoot Jolene.

Danny: Goddamn it!

Lee: Justice. They've killed too many people.

He will remember that.

Danny: Jeez. Whatever, Tex.

Lee: She was about to shoot us both!

He will remember that.

Danny: You could've just taken her down. You didn't have to kill her.

(If Lee didn't ask about Clementine's hat.)

Lee: You heard her. She was too far gone.

He will remember that.

Danny: She was a fuckin' freakshow, but you didn't have to kill her.

(If Lee asked where Jolene got Clementine's hat.)

Lee: She stole Clementine's hat. Somehow, she got past us. Crazy fucking woman must have been inches away from that child. I just couldn't take a chance on that happening again. That sound cold to you?

He will remember that.

Danny: I ain't crying about it.

He noticed your silence.

Danny: I mean, I know she was crazy, but...damn!

Lee: You straight-up murdered that woman!

Danny: Hardly. She had a crossbow pointed at my forehead!

(If Lee said she shot Mark/asked where she got Clementine's hat.)

Lee: I was five seconds away from shooting her myself.

He will remember that.

Danny: Well, maybe you shoulda!

(If Lee said nothing.)

Lee: She said she brought you meat.

Danny: She did?

Danny noticed your suspicion.

Lee: Yeah, and you got pissed.

Danny: Oh.

Lee: Why?

Danny: We do our own hunting.

Lee: Well. Thanks, I guess.

Danny noticed your suspicion.

Danny: Well, you're welcome... I guess.

Lee says nothing.

He noticed your silence.

Danny: It's a clean shot, though...right through the forehead. That's good shootin' right there. Still, what a waste.

Lee: So that's it? We going back?

Danny: If they ain't here, I don't know where they are. And it ain't a good idea to go tromping through the woods looking for 'em. So, yeah, we head back. Once they see this...they'll get the message.

Danny takes Jolene's crossbow.

Danny: C'mon.

Lee takes one last look behind him at Jolene before he and Danny head back to the farm.

Dairy Farm

Lee and Danny return to the farm.

Danny: Man, that was a hell of a ride, huh?

Lee tosses his rifle to Danny.

Lee: What?

Danny: You were a madman back there! Took that crazy bitch down!

Lee: Jesus, Danny.

Danny: What? You ain't gettin' soft on them, are ya? Not after what they did to your friend!

Brenda stands up from her seat on the porch stairs.

Brenda: You're back! What happened?

Danny: Lee took care of it!

Danny: Handled it, Mama.

Danny walks off. Brenda sits down again and Lee approaches her.

Brenda: This isn't what Terry would've wanted...

Lee: Who's Terry?

Brenda: My husband. Miss him every day.

Kenny and Lilly are arguing in front of the gazebo.

Lilly: Then screw it up for everybody then, why don't you?

Kenny: Oh, calm down, princess. I'll do it myself.

Kenny walks off and Lilly returns to the gazebo.

Lee: What's going on with them?

Brenda: Dunno. Squabblin', looks like. A lotta tension with y'all, huh?

Lee: Yeah, you could say that. They don't exactly see eye to eye on how we should be doing things.

Brenda: Well, it's probably just the hunger talkin'!

Lee: Don't mind them. It's how they are. Each of them wants to be in charge, you know?

Brenda: Well, it's probably just the hunger talkin'! We all get a little testy. We'll fix that shortly!

Lee: They have different ideas about how we should run our group. If they don't find any common ground, this whole thing's gonna fall apart.

Brenda: Nah, it's just tough times. Everyone's hungry and people get a little stir-crazy when their tummy's empty.

Brenda: Well, it's probably just the hunger talkin'!

Brenda: And, Lee, don't worry your head about them bandits. I'm sorry you've seen more violence than I'd'a thought in your short time, but y'all are safe here. Don't worry.

Lee: Think I'll go have a look around.

Brenda: Don't wander too far. Dinner will be ready before you know it. And thank your friend Katjaa again for me. She and the kids are in the barn with the cow. That woman is a lifesaver!

Lee walks down the steps and Clementine waves at him from the barn before closing the door. Lee examines her hat before putting it away again.

Talk to Lilly

Lilly: Hey, so what happened at the camp? Did you guys find any more of those guys that hurt Mark?

Lee: Nothing happened.

Lilly: Really? Nothing at all?

Lee: That's what I said.

Lee: We found a tent and some boxes. Nothing really that useful.

Lilly: Seriously? No food?

Larry: Jesus.

(If Lee didn't shoot Jolene.)

Lee: We found a woman in the woods. She was talking all crazy and had a crossbow...so Danny killed her.

Lilly will remember that.

Lilly: Holy shit. Was she one of those bandits?

Lee: I don't know. I think she was trying to tell me something, but then he just went off.

Lilly: I don't like this, Lee. I still say we should go back to the motor inn where we at least know what to expect.

(If Lee shot Jolene.)

Lee: We found a woman in the woods. She was talking all crazy and had a crossbow...so I had to kill her.

Larry: Jesus Christ. Did you at least get some goddamn food?

Lee: No. Nothing.

Lilly: I knew it. It was a mistake coming here.

Lilly: Goddamn it, Lee, stop trying to keep us out of the loop. Coming here was a mistake, I know that. But keeping things to yourself isn't exactly going to help the situation.

Lee: What were you and Kenny arguing about when I came back from the camp?

Lilly: He's losing it, Lee. He comes over and starts talking about searching the barn and that these people are hiding something.

Larry: But you told him to mind his own goddamn business, right? We are guests here, and we don't need to be overstaying our welcome more than we already are.

Lilly: The way I see it, we need to just skip the dinner and get our food to-go. But I'm starting to think your friend over there has another agenda.

Lee: Do you get the feeling something's going on here?

Lilly: What makes you say that? What exactly happened at the camp?

Lee: It's nothing. Don't worry about it. Paranoia's just gettin' to me a little bit.

Lilly: I know what you mean. These backwoods people always give me the creeps. If you ask me, we should just get our dinner and leave.

Larry: Come on now, we don't wanna be rude.

Lee: I'm gonna go check things out.

Lilly: Just don't get too nosy. These kinds of people are usually pretty protective of their privacy.

Lee enters the barn, where Katjaa, Duck, Clementine, and Andy gather nearby the cow.

Katjaa: It's okay, Clementine, you can pet her.

Clementine looks to Lee.

Lee: It's okay, go ahead.

Clementine slowly approaches Maybelle and pets her.

Clementine: Whoa... Katjaa says Maybelle could have her baby tonight!

Katjaa: We'll see, Clementine.

Lee notices a salt lick nearby.

Lee: What's this thing?

Duck: Daddy said it's called a salt lick.

Clementine: Yeah, but don't lick it. It's gross.

Lee: Did you lick it?

Clementine: I don't know...

Lee: She looks skinny.

The stalls are filled with hay and miscellaneous items.

Duck shows up behind Lee.

Duck: I wanna play on the hay!

Lee: Just stay close to your mom for now.

Duck: Okay.

Duck returns to the others.

Lee: Just some fence posts.

Lee: It's a feeding trough.

Lee: Looks like a bunch of old, dirty clothes. (sniffs) Smells pretty foul.

Lee: Empty.

Talk to Clementine

Lee: How do you like that cow, Clem?

Clementine: She's pretty.

Lee returns Clementine's hat.

Lee: Here, Clementine.

Clementine: My hat! You found it!

Clementine takes the hat and puts it on.

Clementine: I knew you'd find it! You said you would!

Clementine: You knew I needed it!

Lee: Well, you did tell me it was a birthday present from your dad.

Clementine: I thought you didn't have time.

Lee: I came across it by accident.

Clementine: Thanks, Lee.

Lee: Listen, did you...give your hat to anyone?

Clementine: No.

Lee: Did you see any strangers around the motor inn who might've taken it?

Clementine: No. Why?

Lee: It's probably nothing. Just let me know if you ever see anything like that.

Clementine: Okay, I will. Hey, Lee. Do you think you'll ever have kids?

Lee: I'd like to, someday. Maybe a little girl like you.

Clementine: That's nice. You'd be a good daddy.

Lee: I don't think so, Clem. Not the way the world is now. I just...I don't think I could do that.

Clementine: Oh. Maybe when the world gets better, then.

Lee: Maybe.

Lee: I don't know. I haven't thought about having kids in a long time...

Lee says nothing.

Clementine: Well, thanks for finding my hat.

Lee: You're welcome, Clem.

Clementine: Do you wanna pet the cow with me?

Lee: Nah, but you go on ahead.

Talk to Duck

Lee: Have I missed anything?

Duck: No, not really. (sniffs) Hm. It smells funny in here.

Clementine: Like shit, right, Lee?

Duck looks surprised, and Katjaa glares disapprovingly.

Lee: Hey, don't use swear words, okay?

Clementine: Okay...

Clementine: Like manure!

Duck: What's "manure"?

Clementine: Doody!

Duck and Clementine giggle.

Katjaa: Kids!

Clementine: Like doody!

Duck and Clementine giggle.

Katjaa: Kids!

Talk to Andy

Lee: Hey, there, Andy.

Andy: Yeah?

Lee: How's the cow?

Andy: Well, better now we got Doc on the case.

Lee: Um... When do you think, uh, we might eat?

Danny: Hungry, huh? Don't worry. Mama's cooking up some good grub.

Lee: We met this woman up in the woods. She seemed to know your brother.

Andy: Uh, yeah. He, uh, probably talks a little more than he oughta.

Lee: Thanks.

Andy: Yup.

Lee checks out the door in the back of the barn and Kenny walks up to him.

Kenny: You found it too, huh? Lee, they're hiding something. Behind this door. I got a quick look. They got boxes of stuff. And something metal and sharp.

Lee: Don't get paranoid.

Kenny: It's my JOB to be paranoid, Lee. I got my whole family on this farm right now. How about you? What about Clem?

Lee: I'll protect her, no matter what.

Kenny: I know you will.

Lee: She's not actually family.

Kenny: May as well be now, man. That girl needs you.

Lee: You're being stupid, Kenny.

Kenny didn't like that.

Kenny: Stupid? Stupid?! Nice one, Lee.

Lee looks over at Clementine.

Kenny: You gotta think about that little girl now, Lee.

Kenny: Look, that guy with Katjaa... What's-his-name. He locked it up real tight the second we came in. I definitely heard a noise back there, Lee.

Lee: What?

Kenny: My point is, we gotta know for sure. So go find a hammer or something, and I'll have this thing off in a second. You back me up in case them farmers come running.

Lee: Hang on, man. Think this through. You smash the lock. Then what if it turns out you're wrong? You just fucked your chance to get a good meal in those kids you're trying to protect. Use your head, Kenny.

Kenny: Alright, professor. What'd you have in mind?

Lee: Let me have a look at what we're dealing with first.

Lee looks at one of the screws or the lock.

Kenny: Hey. Lee. You know how to pick a lock, right?

Lee: No! Why would you say that?

Kenny: Well. You're...you know...urban?

Lee: Oh, you are NOT saying what I think you're saying.

Kenny: Jesus, man! I'm from Florida! Crazy shit just comes out of my mouth sometimes. Sorry.

Lee: Hm!

Kenny: What?

Lee: See those screws? Instead of breaking the padlock, we can just take off the assembly, have a peek inside, and then replace it all again, like nothing ever happened.

Kenny: Alright. Sounds like you have a plan. I'll hang around and keep an eye on that guy with the cow.

Lee: Andy.

Kenny: Shit. I thought that was Danny. Whatever.

And approaches them.

Andy: Can I help you boys find something?

Lee: Kenny thought he heard a noise.

You made an excuse.

Andy: He's a little jumpy, eh? Well, we're all sure glad his wife is here. She's a lifesaver--you got no idea.

Lee: Just checking out the barn here. Never been to a dairy farm before.

You made an excuse.

Andy: Just don't roam around without me or Danny. The farm can be a dangerous place. You know, the bandits and all. Sorry about your friend.

Lee: What's behind this door, Andy?

You questioned Andy directly.

Andy: Just tools. We keep it locked so the people in the woods don't try and grab 'em. We'd be dead without 'em.

Kenny: Ah, no. We're fine. Just looking around...

Kenny covered for you.

Andy: No problem.

Andy: Hey, uh...do me a favor. Don't fuck around with this door, okay? Just, you know, Mama gets nervous.

Katjaa: Andrew! I need your help again.

Andy: No problem! Right away, doc!

Andy returns to his position and Kenny leans against one of the stalls.

Distract Andy to get him out of the barn.

Lee can attempt to use the door.

Andy: Hey, guys. Seriously. Don't fuck around with that. C'mon, enough already.

Talk to Andy

Lee: Hey, there, Andy.

Andy: Yeah?

Lee: You got a screwdriver?

Andy: For what?

Lee: Uh...never mind.

Lee: Danny mentioned he needed something.

Andy: Did he say what?

Lee: Shit, I can't remember now. Sorry.

Andy: (sighs) Alright, alright. Be right back, doc.

Andy leaves.

Talk to Katjaa

Lee: How are the kids?

Katjaa: They're doing okay.

Katjaa: I never did thank you for saving Duck from the walkers back at Hershel's farm.

Katjaa: The St. Johns have been very friendly to them. But...if something happens and you've gotta choose between the kids or them, don't repeat what happened with the walkers at Hershel's farm. You choose the kids this time.

Lee: Katjaa...

Katjaa: Andy will be back any minute. Please hurry.

Lee attempts to open the door.

Lee: Okay, Let's do this.

Andy suddenly returns.

Andy: False alarm. I'm back.

Lee: Why do you lock that door?

Andy: 'Cause we can't afford to lose our shit to the people in the woods. They come down here every once in a while, raid our stuff. Even with the fence.

(After finding pliers.)

Lee: So... Where do you keep the rest of the tools?

Andy: If you need something, just tell me what it is, and I can get it for you.

Lee: Nah, not that important.

Andy: Alrighty then.

Talk to Kenny

Lee: I still can't get that lock off the door.

Kenny: Hm. You probably just need a screwdriver or something.

Lee: Any thoughts on how to distract Andy?

Kenny: I don't know, man. Just look for something outside of the barn, we need him out of here.

Lee: I tried to distract Andy, but he keeps coming back.

Kenny: There's gotta be something out there you can mess with to keep him busy for a while... What about those generators?

(After finding pliers.)

Lee: I picked up something I think could help with the lock.

Kenny: Alright. Good to hear.

Kenny: Nothin' to stop you now.

Lee leaves.

Lee exits the barn. Larry is laughing with Brenda.

Larry: So how does a woman like yourself run this whole place?

Lilly: Oh, I manage just fine. Plus I have my boys to help out. I couldn't do it without them.

Talk to Lilly

Lilly: What's going on, Lee? Did something happen?

Lee: There may be something going on with that barn.

Lilly: I'm telling you, Lee. The longer we stay here, the more trouble we're getting ourselves into.

Lee: And what exactly do you think I'm supposed to do about it?

Lilly: If you want to go in there and start rooting through other people's shit, then get to it. But if it's up to me, we should just take our food and go.

Lee: Kenny thinks they're hiding something. I'm not sure what exactly, but we're starting to get a feeling about this place. I don't know, maybe we SHOULD go have a look in that barn.

Lilly: Whatever you do, just be careful.

Lee: It's nothing. Everything's fine.

Lilly: You're keeping something to yourself, Lee. And by the time you come clean, it's gonna be too late. We need to start thinking about getting the hell out of here.

Lee: After what Kenny told me, I'm starting to think they may be trying to hide something.

Lilly: You two are just asking for trouble. But if you insist on wandering around, I'd be careful, Lee.

Lee: I'm gonna go check things out.

Lilly: Watch yourself, Lee.

Talk to Danny

Danny is sitting on the tree stump near the swing and holding his rifle.

Danny: Hello.

Danny: Glad I got to use her today. My girl, here.

Lee: You really like that gun.

Danny: What's not to like?

Lee: It's just a gun.

Danny: That's where you're wrong. This is Charlotte. She's as faithful as a starvin' hound when you got a bone in your pocket.

Lee: Not much, I guess.

Danny: Exactly.

Lee: Just kinda creepy, that's all.

Danny: Times like these, a .243 will keep you warmer at night than any lady I ever known.

Danny: Exactly.

Danny noticed your suspicion.

Lee: How do you run this place with just one cow?

Danny: Used to have more. They get hungry, too. Or sick. Got your doctor friend here now, though.

Lee: You guys must trade for a LOT of fuel to keep the generators running, right?

Danny: People get hungry and a few loaves of bread fetch a high price. Y'all are lucky you're on this side of the deal now.

Lee: You guys are pretty out in the sticks, here.

Danny: Hard to find.

Lee: You get many visitors?

Danny: Not anymore. Bandits, of course. Used to get these school kids on tours back before the dead time.

(After seeing the wheelbarrow in the barn.)

Lee: I saw a wheelbarrow over there, full of garbage. Some bloody clothes.

Danny will remember that.

Danny: Things happen on a dairy. Cut myself darn bad just the other day. Blood everywhere.

Lee: You seem okay.

Danny: I'm tough.

Lee: I'm gonna go wait for supper, then.

Danny: It'll be a good one.

Talk to Brenda

Lee: Pardon me, Brenda...

Brenda: What's on your mind, Lee?

Larry: We'll, uh... We'll finish talking later.

Larry leaves.

Lee: You been getting along with Larry?

Brenda: (laughs) He's just a big ol' sweetheart, ain't he?

Lee: Uh, don't know if I would've used those words, exactly.

Brenda: Don't judge, honey. This world is bringin' out the worst in people. But if you really look, you'll catch a glimpse of humanity every now and then.

Lee: We ran into some trouble out there.

Brenda: I was just glad you two weren't hurt. Those bandits just don't know when to quit. But my boys...they can hold their own.

Lee: Before she died, we met a woman out there, at her camp. She wasn't one of those "bandits". It sounded like they did something pretty bad to her, and your marauders are still out there.

Brenda: I think all of them folks out in the woods had drug problems.

Lee: What does that have to do with anything?

Brenda: Means you can't trust 'em. Any of 'em.

Lee: Why did you make a deal with those people?

Brenda: We got a thread of humanity left, Lee. We can do more good without them in our hair by placatin' 'em, so that's what we do.

Lee: Your boy Danny is nuts.

Brenda: That's not a very nice thing to say, Lee.

Lee: He seemed to enjoy this woman's death.

Brenda: I'm sure he didn't. He is sensitive and willing to do whatever it takes to protect this place.

Brenda: Them folks in the woods are no good, Lee. I know it was tough, but I'm glad you and Danny saw to dealing with 'em, even if it'll only last a little while.

Lee: How's Mark doing in there?

Brenda: Best patient I ever had. Oh, my boys get so much as a scratch and start hollerin'. He could definitely teach them a thing or two about being tough.

Lee: I'd still like to check on him.

Brenda: You're gonna have to trust me on this, Lee. I've helped stitch my share of wounds... I know what I'm talking about.

Lee: Not to be rude, ma'am, how come you're out here instead of, you know...?

Brenda: (laughs) You wanna know why I'm not slaving away in the kitchen, is that it?

Lee: No, no, I didn't mean for it to sound like that.

Brenda: It's okay, darlin'. Got it slow cookin' in the oven. Should be ready before too long!

(After checking out the barn door.)

Lee: So, what do y'all keep in the barn back there? Besides cows, I mean.

Brenda: Well, someone's gettin' a little curious, aren't they?

Lee: I don't mean to pry.

Brenda: It's nothin' interesting, I can promise you that much. Just some odds and ends. Takes a lot to run a farm, you know.

Lee: Think I'll go have a look around.

Brenda: Kinda peaceful out here, ain't it? Enjoy it while you can. You'll probably start hearing those monsters fryin' against the fence before too long.

Talk to Larry

Lee: So, Larry, it looks like you're getting along with Brenda pretty well.

Larry: You know, for a nice change of pace, how about you try minding your own fucking business?

Lee looks at the toolbox on the table near the saw.

Lee: It's a small toolbox.

Lee opens the box.

Lee: Multi-tool. That should be handy.

Lee takes the pliers and closes the box.

Lee: Just gonna borrow this for a second.

Lee goes to the generator.

Lee: Power switch.

Lee turns the power switch on the generator off. Andy leaves the barn to examine it while Lee casually and not at all suspiciously leans on the fence post nearby, pretending not to know what happened.

Andy: Damn, this thing is the worst piece of shit! Something's always tripping the breaker.

Andy turns it back on and goes back to the barn.

Lee: Access panel.

Lee: Guess I'm gonna need a screwdriver for this.

Lee uses the multitool to unscrew the panel.

Lee: There ya go.

Lee: Looks like that belt's driving the...uh...whatchamacallit. Hmm...

Lee: Ow! Damn it! That thing is moving fast...

Lee presses the power switch.

Lee: Enh! That thing is on too tight for my bare hands.

Lee uses the multitool to remove the belt.

Lee: There. That should do it.

Lee moves a short distance away while Andy goes outside to examine the generator.

Andy: Fuckin' Danny. Where did he find this piece of shit?

He opens the access panel.

Andy: Awww, fucking thing threw a BELT! Damn it to all...son of a...fuck! This'll take forever...

Lee reenters the barn, prepared to open the door. Just then, the dinner bell rings.

Duck: Mom! Dad! Dinner time! It's dinner time!

Katjaa: Okay, honey. Let's get Dad.

Duck runs up to Kenny.

Duck: Dad! Dad! C'mon, let's EEAATTTT!

Katjaa: Kenny? Come along, honey. Kenny, c'mon, don't make the children wait.

Kenny: I'll make an excuse for you... Get that thing off!

Everyone leaves the barn except for Lee.

Lee: I'm not gonna take the lock apart.

Lee: Screws holding it to the door. If I can remove 'em, I don't even need to deal with the lock.

Lee unscrews each screw with the multitool. The lock falls off and he opens the doors. Inside are various sharp tools, including buzzsaws and bear traps. There is blood smeared all over the room and bathtub. Andy appears behind Lee.

Andy: Boy. Didn't you hear the bell? Dinner time.

Lee: What the hell you got in that back room?!

Andy: Look. We have food here, but Danny and I still gotta do a lot of hunting to keep everyone fed. When we catch something in the woods, we skin it and dress it back there. Mama doesn't like us to make a mess in the house. So you see? Nothin' to worry about.

Lee: Why was there so much blood in there?

Andy: Look. We have food here, but Danny and I still gotta do a lot of hunting to keep everyone fed. When we catch something in the woods, we skin it and dress it back there. Mama doesn't like us to make a mess in the house. So you see? Nothin' to worry about.

Lee: Look. I just came in and found the door open like that.

You lied to Andy.

Andy: Probably my idiot brother. Hey, was anyone with you just now?

Lee: No.

Andy: Not the doc?

Lee: No. She went in the house.

Andy: Oh, good... Yeah. Good.

Andy: You know... You're a strange guy, Lee. Well, anyway. We best get going. I'll fix this door later.

Andy: Boy. Didn't you hear the bell?

Lee: Yeah.

Andy: Supper's ready.

Lee tries to unscrew the screws but drops the multitool.

Lee: Shit.

Andy: Boy. Didn't you hear the bell? Dinner time.

Lee and Andy walk back to the house.

Larry: (laughs) Brenda, you are an angel!

Duck: Biscuits, wow!

As Lee and Andy enter the house, Lilly walks into the dining room.

Duck: Oh, boy!

Andy: Excuse the mess. We had to block the back door after a walker got upstairs. Don't worry, that was a while ago and they ain't been back inside since.

They enter the dining room. Everyone except Brenda is already sitting down. Andy takes a seat.

Brenda: Everybody sit down and I'll go get the meal! Ooh, this is a delight!

Kenny: I could eat a horse.

Lee: Where's Mark?

Brenda: Now don't you worry about him. I've already brought some food up. You just let him rest.

Lee: Mind if I wash my hands first?

Brenda: Bathroom's right outside in the hall. And be sure to get under your nails, you've been muckin' around in the dirt all day.

Lee nods and enters the hallway.

Lee: Andy's college degree. These boys aren't stupid.

Lee: Danny's baseball trophy... Hmf. Seems like it's been years since kids were playing sports for fun...

Lee: This dairy must've meant a lot to them, before the walkers destroyed everything.

Lee: This must be Terry.

Lee: Walkers aren't getting through that thing.

Lee: Gauze pads.

Lee: I could use a shave...

Lee: Some kind of lotion.

Mark: Help! Somebody...

Lee sneaks quietly upstairs.

Mark: Ungh...

Lee: What the hell?

Mark: Help me...

Lee opens the closet door.

Lee: What do they need so much morphine for?

Lee: Candles. Smart.

Lee: Musty as hell.

Lee: I guess someone needed some first aid recently.

Lee: Eugh. What is this stuff? Looks like a bunch of medical waste in here. IV tubes, saline... What would dairy farmers need with this kind of stuff?

Lee: Huh. Where's that cord going?

Lee turns on the power cord and notices that it goes through a hole in the back of the closet and lights the room beyond.

Lee: What the hell?

Mark: Oh, god...

Lee: Hello?

Mark: Please...

Lee enters the bedroom.

Lee: Is that blood?

Lee: Where the hell is Mark? I thought Brenda said he was up here resting?

Lee: Feels like there's a storm coming.

Lee: Farm books. Cookbooks. Nothing out of the ordinary here.

Noticing that the area behind the bookshelf is lit up, Lee pushes the bookshelf out of the way to reveal a door. He opens it to discover Mark lying on the floor of the bathroom, bleeding everywhere, with both his legs severed above the knee.

Mark: Lee...

Lee: Mark?! What the hell happened?! (kneels next to Mark)

Mark: ...brothers...

Lee: What the hell happened to your legs, man?

Mark: Don't...eat...dinner...

Lee gets up, horrified at realizing what everyone will eat for dinner.

Brenda: Lee, did ya fall in?! Dinner's on the table and everyone's havin' at!

Duck: Barbecue! Wow...

Andy: We all get barbecue meat!

Lee: Clementine!

Get to Clementine before she eats!

Lee runs downstairs and bursts into the dining room.

Clementine is about to take a bite of dinner.

Lee: Don't eat that!

Clementine stops, startled.

You stopped Clementine from eating.

Lilly: Wha...?

Larry: Huh?

Kenny: Huh?

Clementine sets down her fork.

Kenny: Lee, Jesus, man! Did you find something?

Lee: It's...people!

Lilly: Wha...?

Danny: Hrmm...

Kenny: Huh?

Andy: Pfft.

Katjaa: Ugh?

Brenda: Yes, Lee, it's all people in here. Sit down, your supper's getting cold.

Clementine takes a bite.

You couldn't stop Clem from eating!

Kenny: Lee, Jesus, man! Did you find something?

Lee: Clementine, NO!

Clementine stops, startled.

You stopped Clementine from eating.

Lilly: Wha...?

Larry: Huh?

Kenny: Huh?

Clementine sets down her fork.

Kenny: Lee, Jesus, man! Did you find something?

Clementine takes a bite.

Brenda: Lee, what's wrong? You look pale. Sit down, your supper's getting cold.


Clementine takes a bite of dinner.

Lee: Spit that out!

Clementine spits out her food.

You tried to stop her!

Lilly: Lee?

Katjaa: What's going on?

Kenny: Lee, Jesus, man! Did you find something?

Lee: It's...people!

Lilly: Wha...?

Danny: Hrmm...

Kenny: Huh?

Andy: Pfft.

Katjaa: Ugh?

Brenda: Yes, Lee, it's all people in here. Sit down, your supper's getting cold.

Clementine takes a bite.

You couldn't stop Clem from eating!

Kenny: Lee, Jesus, man! Did you find something?

Lee: Clementine, NO!

Clementine sets down her fork.

You tried to stop her!

Lilly: Lee?

Katjaa: What's going on?

Kenny: Lee, Jesus, man! Did you find something?

Clementine takes a bite.

Brenda: Lee, what's wrong? You look pale. Sit down, your supper's getting cold.

Larry: Sit your ass down, Lee. This lady has made you a meal.

Lilly: Yeah, Lee, what's gotten into you?

Brenda: He just had a start.

Larry: He could use some goddamn manners.

Danny: It didn't have to be this way.

Lee: Mark is upstairs with his fucking legs cut off! You're EATING him.

You chose to be direct.

Lilly: That's crazy!

Kenny: What the hell?

Brenda: Now, now.

Kenny: You're scaring the kids, Lee.

Lee: You're eating HUMAN meat!

You chose to be direct.

Lilly: That's crazy!

Kenny: What the hell?

Katjaa: That's ridiculous!

Larry: Hupf!

Brenda: Now, now.

Kenny: You're scaring the kids, Lee.

Lee: This woman right here is fucking INSANE.

Larry: This woman made you a homecooked meal, you ungrateful shit! Show some respect!

Brenda: Thank you, Larry.

Larry: You don't even have the DECENCY to take a handout when you're offered one. It just makes me sick, it really does.

Brenda: That's enough, Larry.

Katjaa: Ken, maybe we should--

Kenny: Hang on, Kat. Just keep Duck close.

Lee: That woman just fed you a man's legs!

Larry: And SHE'S the insane one? Ha!

Lee: She's running a slaughterhouse. They kill people and pass it off as meat for gas to keep this place running.

Larry: And SHE'S the insane one? Ha!

Lee: You know what? Fuck you, Larry. Eat up.

Larry: I will, and I'll enjoy every last bite!

Larry takes a bite of food.

You let Larry eat human flesh.

Lee says nothing.

Larry: Lee, sit down and eat your goddamn dinner. This woman made you a homecooked meal, you ungrateful shit! Show some respect!

Brenda: Thank you, Larry.

Larry: You don't even have the DECENCY to take a handout when you're offered one. It just makes me sick, it really does.

Brenda: That's enough, Larry.

Katjaa: Ken, maybe we should--

Kenny: Hang on, Kat. Just keep Duck close.

Lee: That woman just fed you a man's legs!

Larry: And SHE'S the insane one? Ha!

Lee: She's running a slaughterhouse. They kill people and pass it off as meat for gas to keep this place running.

Larry: And SHE'S the insane one? Ha!

Lee: You know what? Fuck you, Larry. Eat up.

Larry: I will, and I'll enjoy every last bite!

Larry takes a bite of food.

You let Larry eat human flesh.

Lee says nothing.

Lilly: Lee, what the hell is wrong with you?!

Larry: Don't indulge him, Lilly. It's always something with this guy.

Duck takes a bite of food; Katjaa snatches the plate from him and sets it aside.

Duck: Mom, I was eating that!

Katjaa: Quiet, honey.

Lilly: What is going on?!

Lee: They're picking us off to trade as meat.

Larry: You're outta your skull!

Lee: MARK is UPSTAIRS right now with NO LEGS. BRENDA, tell me he's NOT being eaten right now.

Everyone looks to Brenda.

Brenda: It's true.

Lee: Go upstairs and look! You'll find a guy with both of his legs hacked off! This is a dairy, not a ranch. Think about it.

Everyone exchanges shocked glances.

Brenda: It's true.

Lee: We need to get the kids, everyone, out of here. We need to go NOW.

Lee says nothing.

Danny: Everything coulda turned out okay for you folks.

Brenda: By the shock on your face, Lee, it looks as if you've been upstairs.

Brenda noticed you've been silent.

Andy: He woulda died anyway! We gotta think about LIVIN'!

Brenda: Settle down, honey. Growin' up in rural Georgia, you're taught not to waste. It's how I was raised and how I raised my boys. Now, you got monsters roamin' around that do nothin' but eat people. And for what? To continue to rot 'til they eat some more. We think we can put that meat to better use.

Larry and Lilly push their plates away.

Lilly: Ugh... I'm gonna puke.

Lee: You're all sick...sick in the head.

You chose to be direct!

Brenda: Lee, that's not a very nice thing to imply.

Lee: Just let us go.

You chose to plead with them.

Lee: We outnumber you.

You chose to threaten them!

Brenda: Lee, that's not a very nice thing to imply.

Lee says nothing.

Brenda: Andy is right; we go after folks who were gonna die anyways, one way or another.

Danny: Like y'all.

Lee: Kenny, get your gun!

Katjaa: Kenny, no!

Kenny stands up.

Lee: Clementine, run!

Lee: Lilly, grab a knife!

Lilly grabs a knife and stands up.

Kenny: Alright, screw this! We're getting the hell outta here!

Kenny stands up.

Andy: Nobody's going anywhere!

Andy draws his pistol and stands up. Danny gets up as well and draws his rifle.

Danny: We got lots of use for y'all right here.

If Lilly or Kenny got up, Andy points his gun at them and they return to their seat.

Larry: What...the...what...the fucking...what...fuck!

Lilly: Put your guns down! We're walking out of here!

Kenny: You don't go near my fucking family!

Duck: I don't wanna die... Mommy, what did I eat?

Lee: Everyone! Everything will be okay!

Clementine: Lee! Lee...!

Lee: Somebody do something!

Clementine: Lee! Lee...!

Lee: We're screwed.

Clementine: Lee! Lee...!

Lee says nothing.

Clementine yelps as Andy grabs her hair and yanks her backwards to stand beside him, pointing his gun at Lee.

Lee: I'll kill you!

Lee: Let go of her, you son of a bitch!

Lee: You fucker! I'll tear you apart!

Lee: Rarrrggh!

Lee charges forward but stops and takes a step back after Danny puts his rifle at Lee's neck. Noises are heard in the hallway, and everyone turns to see Mark dragging himself along the ground.

Mark: PLLLEEEASE...SOMEONE!

Everyone gasps in shock and horror. Lee then turns to Clementine.

Lee: Clementi--

Danny whacks Lee with the end of his rifle and he blacks out. He regains consciousness a while later. Larry is banging on the door and Lilly is coughing and gagging.

Larry: Open the goddamned door! You can't keep us in here! OPEN UP! I WILL TEAR YOU FUCKERS APART WITH MY BARE HANDS!

Kenny: Will you stop that banging?! We've gotta find another way out!

Lilly vomits in the corner of the room.

Clementine vomits and wipes her mouth.

Larry: You sick fucking bastards! OPEN THIS DOOR, GODDAMN IT! I will knock the goddamn door down!

Lilly: Dad, stop!

Clementine: Lee!

Clementine notices that Lee is awake and runs over to him.

Clementine: It--it was a person!

Clementine: I ate meat from a person! Does that mean I'm gonna turn into...?

Lee: No, Clem. It doesn't work like that...

Larry: If he woulda stopped us in time...!

Clementine: They tried to make us eat a person!

Lee: But you didn't do it...

Clementine: No...

Larry: The rest of us did, goddamn it! If you hadn't dragged your feet...!

Lilly: C'mon, Dad. Now's not the time.

Larry: That evil fucker INVITED me to eat the meat! And all that time he knew what it was...

Lilly: Stay calm, Dad. We'll deal with it later.

Lee: You okay, Clementine? They didn't hurt you, did they?

Clementine: (shakes head) Mm-mm.

Larry: (banging on door) OPEN UP!

Kenny: Lee, those psychos have my family, and we're stuck in a damn meat locker! We gotta get the fuck outta here!

Lee: What happened?

Clementine: The man hit you.

Lilly: They threw us in the meat locker!

Kenny: Lee, we gotta get outta here! If they so much as touch my family, I'll kill those sons of bitches!

Larry: LET US OUT, YOU SONS OF BITCHES!

Lilly: Dad!

Lee: Is there a way out?

Larry: Yeah... THROUGH THIS FUCKIN' DOOR!

Kenny: If they so much as touch my family, I'll kill those sons of bitches!

Clementine: They locked us in here. I think it's a meat locker.

Kenny: Those psychos have Katjaa and Duck!

Larry: (banging on door) OPEN UP, YOU SONS OF BITCHES!

Lilly: Dad! Please, stop!

Clementine: They locked us in here. I think it's a meat locker.

Kenny: Those psychos have Katjaa and Duck!

Larry: (banging on door) OPEN UP!

Kenny: If they so much as touch my family, I'll kill those sons of bitches!

Lilly: Dad! Please, stop!

Larry: This goddamn thumbsucker was the one who brought us here!

Kenny: Will you all just shut the fuck up?!

Lee stands up.

Clementine: I'm scared!

Lee: Don't be. It's gonna be okay... I'm gonna find us a way outta here...

Lee: Meat. And I don't want to know what KIND.

Lee: Shelves are pretty sturdy. We could climb up. But there's no way out through the ceiling.

Lee: Could there be a hole behind these pallets...? (looks behind) No such luck.

Lee: Salt licks. (picks one up) Pretty heavy. (puts it back)

Kenny: Think we could heave it through the door?

Lee: Nah. Door's too solid.

Larry and Lilly's Comments

Larry: God, you're worse than the walkers!

Lilly: Dad, please...

Lilly: Please, settle down...

Larry: I'll rip your goddamn heads off, and make you swallow them!

Larry: There's more of us on the way! Let us out now! Do you wanna live?

Lilly: That is NOT gonna help.

Larry: C'mon, show yourselves! Fucking cowards!

Lilly: Dad!

Lilly: They're not gonna open the door.

Larry: You--you think the fucking apocalypse gives you the right to chop people into meat?!

Talk to Clementine

Lee: Don't give up. We're gonna find a way outta here.

Clementine: Can I help?

Lee: Sure, honey! You keep your eyes open for exposed screws or loose panels...anything we can pry away to open a passage out of here.

Clementine: Okay...

Talk to Kenny

Kenny: They've got Katjaa and Duck, Lee! Those fuckers have my family!

Lee: I know. We're gonna get out of here and find them.

Talk to Larry

Lee: C'mon, Larry. Do you really wanna attract their attention?

Larry: Yeah, I wanna attract their attention so I can fucking kill them!

Lee: Guess your new girlfriend wasn't all she was cracked up to be.

Larry: What the hell is your problem?

Larry: You refused to give me my day's rations back at the motor lodge...

Larry: Then you practically fuckin' push my face into that goddamn human barbecue.

Larry: You were a prick back at the motor lodge...

Larry: Even after I saved your fucking life.

Larry: ...and you went outta your way to be an asshole to me tonight. You must really hate me. But guess what? You're stuck with me. I plan to be around long after you're gone. And if you turn...I'll be the one to put the axe through your skull.

Lilly: Dad!

Larry: Open up, goddamn it!

Lee: No...you're not worth the energy to hate...

Larry: Don't forget... I know who you really are.

Lee: I'm not your enemy, Larry.

Larry: I don't believe you. Don't forget... I know who you really are.

Lee says nothing.

Talk to Larry again

Lee: Larry! (Larry ignores him) Fuck it.

Talk to Lilly

Lee: Your dad's not making things any easier for us...

Larry: Open the fucking door!

Lilly: Dad, stop!

Larry: Goddamn it!

Lee examines the air conditioner.

Lee: Hmm...

Larry: I'll break the damn door down!

Lilly: Dad! You can't get--

Larry: (grabs chest) Ahh! Urg!

Lilly: Easy...

Larry: Hrrrgtt! Oh, god...

Lilly: DAD?!

Larry collapses and Clementine gasps. Lilly puts her hands on either side of his face.

Lilly: No! Dad, come on! DAD! Oh, god, he's stopped breathing. I think he's had a heart attack!

Lilly starts performing chest compressions.

Kenny: Shit! Is he dead?

Lilly: He's not dead. Somebody help me!

Kenny: Fuuuuuuuuck...if he's dead...

Lilly: HE'S NOT DEAD!

Kenny: You know what has to happen, Lee. Think about it. You saw that poor bastard at the motel. How fast he turned.

Lilly: What are you saying?

Kenny: Lilly, I'm sorry. I truly, truly am. But in a few minutes, we're gonna be stuck in a locked room with a six-foot-four, three-hundred-pound, SERIOUSLY pissed-off dead guy!

Lilly: FUCK YOU! We can bring him back! LEE!

Kenny: We'll mourn him later. But right now, we have to keep him from comin' back.

Clementine: Noooo!

Lilly: Goddamn it, Kenny! He's not dead!

Lee: We can't kill him if he's not dead, Kenny!

Kenny: You remember how hard it was for you to get that monster off of Katjaa? And Larry's twice his size. It's him or us.

Lee: Lilly can still save him.

Kenny: I wish she could. Believe me, I do. But that man is dead. You BOTH know what happens next.

Lee: Maybe you're right.

Lilly: NO! Goddamn it! My dad's survived worse than this!

Kenny: Look, we're running out of time. If you don't wanna deal with this, I will.

Lee: Look, Kenny... Back at the drugstore when we all thought Duck was bitten... I gave him the benefit of the doubt... Maybe we should do the same now.

Kenny: That was different. Duck wasn't bitten. But, come on, we KNOW this guy's not gonna make it.

Lee: Kenny, listen--

Kenny: Don't think I forgot about what you said at the drugstore...when you all thought Duck was bitten... Well, I'm just doing the same thing. Except Duck wasn't bitten, and we KNOW this guy's not gonna make it.

Kenny: Remember what Ben said. Gotta destroy the brain...

Kenny: Come on, Lee, I'm right about this! I know you've got my back. You ALWAYS do.

Kenny: Come on, Lee. You can't be in the middle on this one. You've gotta have my back this time!

Kenny: I know we don't see eye to eye on a lot of things, but come on, Lee... You've gotta step up for me this time. I need to know you're with me on this.

Lilly: Goddamn it, Lee! I NEED you! Please help me! Come on, Dad. Come on. Wake up! Wake up! Come on! This has happened before--

Kenny: Lee?

Lee: Is he breathing at all?

You chose to help Lilly save her dad.

Lilly: No, no I don't think so.

Lee: Okay, let me take over! Keep checking his pulse!

Kenny looks at the salt licks behind him.

Kenny: Are you stupid?! He's gonna turn! You're putting all of us at risk, you son of a bitch!

Lee: (doing chest compressions) One! Two! Three! Four!

Kenny: You're fucking worthless, Lee.

Lee: Five!

Kenny drops a salt lick on Larry's head, smashing it.

Lilly: (sobbing and screaming) NOOOOOO!

Lee: KENNY? WHAT THE FUCK?!

Kenny: I'm sorry, I'm so sorry! I just--it had to be done!

Lee: You don't know that!

Kenny: Yes, I do, Lee! And so do you! I was counting on you, man.

Kenny approaches Lilly, who is hugging Larry's body. Clementine sobs in the corner, covering her eyes.

Kenny: I'm sorry, I know it--

Lilly: Don't you fucking touch me!

Lee goes to Clementine.

Lee: Are you okay?

Clementine: Is it over?

Lee: Not yet. We still have to find a way outta here.

Lee: Yes. For now. But we still need to find a way outta here...

Lee: I don't know. One of the brothers could come back any second... We need to find a way outta here.

Clementine: I didn't want Larry to die.

Lee: I know, baby. I know.

Lee: You're right, Kenny. Let's get this over with.

You chose to help Kenny keep Larry from turning.

Lilly: You fucking monsters! Both of you!

Clementine: I don't wanna see!

Clementine runs to the corner, covering her eyes.

Lee: I'm sorry, Lilly. It's the only way.

Lilly: No, no, no. Get off me! Don't do this!

Lee grabs Lilly's shoulders to pull her away from Larry.

Lilly: No...no, no, no! Let go of me!

Lilly pushes Lee away and hugs Larry. Lee grabs her arms and pulls her back as Kenny picks up a salt lick.

Lilly: No, please!

Lee yanks her backward and she falls down.

Lilly: (sobbing and screaming) NOOOOOO!

Kenny smashes Larry's head with a salt lick.

Kenny: God help us.

Kenny approaches Lilly, who is hugging Larry's body. Clementine sobs in the corner, covering her eyes.

Kenny: I'm sorry, I know it--

Lilly: Don't you fucking touch me!

Lee: Clementine.

Lee goes to Clementine.

Lee: Clem... You okay?

Clementine: Why, Lee?! Lilly said he wasn't dead!

Lee: He was dead, Clementine...

Clementine: But what if he wasn't?

Lee: He was. I--I promise.

Lee: I'm sorry. We couldn't take that chance. You understand why we had to do this, Clementine?

Clementine: So he won't turn into one of those monsters?

Lee: That's right.

Clementine: I didn't want Larry to die.

Lee: None of us did.

Kenny shoves Lee, who falls to the ground.

Kenny: You're USELESS, Lee!

Kenny picks up a salt lick and Clementine runs to the corner, covering her eyes.

Clementine: Nooo!

Kenny smashes Larry's head with a salt lick.

Lilly: (sobbing and screaming) NOOOOOO! You asshole!

Kenny: I'm sorry, I'm so sorry! I just--it had to be done!

Lee approaches Lilly, who is hugging Larry's body. Clementine sobs in the corner, covering her eyes.

Lee: Lilly, I--I'm sorry...

Lee goes to Clementine.

Lee: Are you okay?

Clementine: Is it over?

Lee: Not yet. We still have to find a way outta here.

Lee: Yes. For now. But we still need to find a way outta here...

Lee: I don't know. One of the brothers could come back any second... We need to find a way outta here.

Clementine: I didn't want Larry to die.

Lee: I know, baby. I know.

Lee hugs Clementine as she sobs.

Lee: Shh... I know, I know. but you gotta be strong right now. I need you to be strong. Think about something else...something hopeful.

Clementine: Like what?

Lee: Getting out of here.

Lee: Someplace safe, where no monsters can get you.

Lee: How about your walkie-talkie? Those pretend talks with your mom and dad. Don't those make you feel better?

Clementine: Sometimes.

Lee says nothing.

Clementine: We're gonna get out, right? You found a way out?

Lee: I'm workin' on it!

Lee stands up and Clementine sits down with her back against a box.

Lee: I know it was necessary, but...I just wish Clem didn't have to witness shit like this. I worry what it's gonna do to her.

Lilly: Get away.

Lee: I just need to--

Lilly: I told you to get the fuck away!

Lilly: Get away.

Lee: I'm sorry, Lilly...

Talk to Lilly

Lee: Lilly, I--I'm sorry...

Lilly: Don't talk to me, Lee. Don't fucking talk to me.

Lee: You've got to pull yourself together, Lilly.

Lilly: Why? For your sake...so you can feel better about...about what you DID?

Lee: For your OWN sake.

Lilly: Right. Because you fucking care SO much about ME...

Lee: Larry would've wanted--

Lilly: Fuck you! You think he wanted THIS?

Lee: Of course not, but--

Lilly: You don't know what he wanted! You never knew him! You never gave him a chance!

Lee: Maybe not! Maybe--maybe I should've tried harder. But I know he loved YOU. He'd want you to get outta here.

Lee: I know you hate Kenny...and me, too. But he did what he had to...so we can all go on living.

Lilly: For what? He's got his family, and you've got Clementine. I've got nothing. You've left me with nothing.

Lilly: And don't look at me, either.

Lee: What do you want me to do?

Lilly glares at him.

Lee: Never mind.

Lilly: He was still alive, Lee. He was still alive...

Lee: Kenny...he made a bad call. It was premature for sure, but...he WAS trying to keep us safe.

Lilly: Bullshit. He cares about keeping his FAMILY safe. He doesn't give a shit about you and me.

Lee: He puts his family first, sure. Just like Larry did.

Lee: I'm sorry, Lilly. I truly am. Larry and me, we might not've got along so great, but I know he would've done anything to protect you. He was a good father.

Lee: You've got to think about saving your own life now. It's what he would've wanted...

Lilly: I know. There's nothing to be said. He'll learn. Wait 'til it happens to him...

Talk to Lilly Again

Lilly: Why can't you just leave me alone...?

Lee: I'm sorry, Lilly...

Lilly: Please. I need to be alone.

Lee: God knows you deserve time to grieve, Lilly.

Talk to Kenny

Lee: You think maybe we were too hasty?

Kenny: Only one important thing right now...getting the fuck outta here. We did what we had to.

Lee: Katjaa and Duck.

Kenny: What about 'em?

Lee: You don't think the St. Johns...

Kenny: No! They--they need Katjaa, remember? She's the whole reason they brought us here.

Lee: Sure. And Duck is valuable as a bargaining chip.

Kenny: We've gotta get to them!

Lee: What now?

Kenny: You got any ideas...?

Lee: The air conditioner...there might be a duct behind it...

Kenny: Oh, god! What are they doin' to Katjaa and Duck...?

Lee: It's just you and me...Lilly's in no condition to help us rescue your family.

Kenny: Considering what just happened, she'd probably side with the St. Johns against us.

Kenny: I don't wanna hear it, Lee. You think I liked doing what I did? I'm the guy who couldn't bear to watch the family dog get put down. But if we wanna survive this shit, we gotta have the balls to do the hard thing. Or at least, one of us's got to.

Lee: Look, if we're gonna survive this shit, we've got to work together. How do you expect Lilly to work with us after what she just saw you do?

Kenny: If she wants to live, she'll work with us. If she doesn't, then the hell with her.

Lee: You talk a big game, but could you do the "hard thing" if it was Katjaa or Duck?

Kenny: It's never gonna come to that, not if I have anything to do with it!

Lee: For all we know, the St. Johns might've--

Kenny: No! They--they need Katjaa, remember? She's the whole reason they brought us here. And no doubt they're usin' Duck as a bargaining chip.

Lee: I hope you're right...

Kenny: I know I'm right! I just gotta get to 'em, that's all.

Lee: What now?

Kenny: What? You don't wanna hang me up on a meathook and leave me to rot?

Lee: What I WANT isn't important. What I KNOW is there's safety in numbers.

Kenny: You got any ideas...?

Lee: The air conditioner!

Lee examines the air conditioner.

Lee: There oughta be an air duct behind this unit...maybe big enough for one of us to fit through...

Kenny: I dunno, Lee...seems like a long shot.

Clementine: Does the air conditioner come off?

Lee: I think I could take it off...if I had something to remove the screws... The multitool! (checks pocket) Of course they took it. Shit.

Clementine: Maybe there's something else we could us. I've got a rock.

Lee: A rock won't help...but a COIN might do the trick. Do you have a coin?

Clementine: Uh-uh...

Lee: If we can remove these screws, the AC should come down easily.

Lee attempts to remove the screws with his hand.

Lee: It's not coming off that way.

Talk to Kenny

Lee: If the duct behind the air conditioner is big enough, we might've found our way out of here...

Kenny: Yeah?

Lee: But I need something to loosen the screws.

Kenny: I got nothing'. Shit!

Lee: Hang tight...maybe I can scrounge something.

(If Lee didn't help Kenny)

Lee: Listen. I need a coin or something. It's important! It could get us out of here!

Kenny: Well, I got nothin'.

(After asking Lilly to search Larry's pockets.)

Lee: You wanna do the honors and search Larry's pockets?

Kenny: I'm not going near Lilly, not now. If somebody's gotta search his pockets, it better be you.

Talk to Lilly

Lilly: Why can't you just leave me alone...?

Lee: I'm sorry, Lilly...

Lilly: Please. I need to be alone.

Lee: God knows you deserve time to grieve, Lilly.

Lee: But if we're gonna get out of here, we need your help. And Larry's... I think I may have found a way out of here. But I need something to remove the screws on the air conditioner. If you had something I could use as a screwdriver...a coin or something...

Lilly: No.

Lee: What about HIM? Look, I know this is a terrible time for it, but...back at the motor inn, Larry mentioned something about keeping coins in his pockets...

Lilly: In other words, my father's more useful to you dead than alive.

Lee: If he was alive, and had the key to getting us out of here, do you think he'd keep it to himself?

Lilly: What do you want? My blessing to loot his corpse?

Lee: Your permission.

Lilly: Do what you have to do.

Lee approaches Larry's body, preparing to search it.

Lee: Hoo, boy. Any idea which pocket he keeps his change in?

Lilly: Fucking vulture...

Lee pulls out a wedding band.

Lee: A ring.

Lilly: My mother's...

Lee: Don't worry. I'm not takin' it.

Lee puts the ring back in Larry's pocket.

Lee pulls out a wallet.

Lee: Huh! He still carried his wallet...

Lee returns the wallet.

Lee searches Larry's right pocket (his left).

Lee: Here we go...

Lee looks at the coins in his hand.

Lee: Two quarters...and a dime.

Lee examines the air conditioner.

Lee: Just gotta remove these screws and get this unit off...

Lee uses the quarter to unscrew one of the screws.

Kenny: You got it?

Lee: Yeah. One more should do it.

Kenny: Hurry the fuck up, Lee! We don't have all day here.

Lee unscrews the second screw. He and Kenny remove the air conditioner unit and place it on the floor.

Kenny: Well, there's our way out, Lee.

Kenny: Looks like it'll probably lead right into that back room...

Lee: It's too small for us to fit through.

Clementine: I can do it.

Lee: We don't know where it leads.

Kenny: Looks like it'll probably lead right into that back room...

Clementine: I can find out...

Lee: Clementine can fit through.

Kenny: Looks like it'll probably lead right into that back room...

Kenny: Yeah, I know... It's a pretty small vent, but maybe Clementine can fit through? Looks like it'll probably lead right into that back room...

Lee approaches Clementine.

Lee: You know you don't have to do this, right?

Clementine: I know. I just wanna go home.

Kenny: This'll help us get back home.

Lee: You think you can do this?

Clementine: I'm scared.

Lee: It's okay to be scared.

Kenny: We need you, Clementine.

Lee: I know you're brave enough.

Clementine: I'm scared.

Lee: Remember the treehouse? You held out for days.

Clementine: And I saved your life!

Lee: (chuckles) That's right!

Lee: Go, quickly!

Clementine: I'm scared.

Lee: You'll be fine as long as you move fast enough.

Clementine: It's okay. I'll go. I just wanna go home.

Lee: I'll be right here if you change your mind and decide to come back.

Clementine: Okay.

Lee lifts Clementine into the vent.

Lee: You're gonna be fine.

Clementine: What do I do when I get out?

Lee: See if you can get to the other side of that door and open it.

Everyone listens as Clementine crawls through the vent and gets to the other side, then gasps. After a moment, she opens the door to the meat locker.

Lee: Are you okay?! Did anyone see you?

Clementine: No. But there's a man outside.

Lee: Lilly. We gotta go.

Lilly: Leave me alone.

Kenny: (looking out the door) Lee! I can see him.

Lee: It's not safe in here--

Lilly: For god's sake, Lee, I didn't even get to say goodbye!

Kenny: (from next room) Get in here, I got an idea.

Kenny starts to leave.

Lee: Where the hell are you going?

Kenny: What do you care?

Lee: Kenny!

Kenny leaves.

Lee: Lilly. I'm sorry, we've gotta go.

Lilly: I know. I just need a minute to say goodbye. Hey. We're good. Okay?

Kenny: (from next room) Yeah. This is good.

Lee: Shit. He's gonna get us all killed.

Lee: (to Clementine) Stay here. Take care of Lilly, okay?

Clementine: I will.

Lee exits the meat locker and enters the room filled with blood, jars of human meat, and killing devices.

Kenny: I told you there was something up with this room! It's a goddamned human slaughterhouse!

Kenny and Lee crouch to avoid detection.

Lee: Clem will be safe in there for now.

Lee takes the hay hook. If he already has the cattle prod or sickle, he will return it to its spot.

Lee examines the chart.

Lee: Ugh... I think I'm gonna be sick.

Lee: Oh, god. What's wrong with these people?!

Lee: Maybe I shouldn't have sent Clementine through there. This room would give anybody nightmares.

Lee picks it up and presses the button to turn on the electricity. He turns it off and takes it. If he already has the hay hook or sickle, he will return it to its spot.

Lee: Jesus, this is where they butcher people.

Kenny: Sick bastards. All of 'em!

Lee: Ugh...

Kenny: Hey, watch your step. That's slippery.

Lee takes the sickle. If he already has the hay hook or cattle prod, he will return it to its spot.

Talk to Kenny

Lee: So, what's the plan?

Kenny: That dumbass is so caught up in his own rant that we could probably sneak right up on him. Just stick behind me in case anything goes down. When we get to the front, grab his gun.

Lee: Sounds good.

Kenny: Okay, you ready?

Lee: Yeah, let's go.

Kenny: Stay close.

Lee: Not yet.

Kenny: Well, hurry up. We only got one shot at this.

Kenny partly opens the door to the barn and peeks out.

Lee: What the hell do you think you're doing?

Kenny: Getting my family back!

Lee: What are you gonna do, walk up and grab his gun?

Kenny: Good a plan as any.

Kenny leaves, and Lee goes out the door after him.

Kenny and Lee crouch and sneak a little ways into the barn. Danny sits on a hay bale at the front entrance, his gun resting on the bale. Kenny and Lee look at the gun and then each other. They sneak forward through the barn.

Danny: This is bullshit! "Danny, do this... Danny, do that..."

Danny: How was I supposed to know that legless asshole would wake up? I thought he had enough drugs in him to keep him out for the rest of the night.

Danny: Seriously, how long am I supposed to stay out here? What the hell could they be talking about in the house? Ain't no big debate needed, keep some alive for meat, kill the rest.

Danny: If Daddy were here everything would be fine. That's when things started going to shit around here anyway. Daddy had an order to things. You knew what you were supposed to be doing. Now it's all just whatever!

Danny: It ain't right making me stay out here all night. I didn't do nothin', but they just treat me like I'm some kind of screw up.

Danny: Who wants some? I DARE some dead asshole to try to cross my fence tonight!

Danny: And, Momma, I know you mean well, and God bless you, but you have GOT to stop playing favorites with Andy. I know he's older, but that don't make him better. And it certainly don't make him smarter.

Danny: Those people are gonna ruin everything.

Danny: Gah! What's taking Momma and Andy so long? What, are they finishing their damn dinner first? Coulda brought me out a plate at least.

Danny: Fuck, it's dull out here.

Andy walks up to Danny.

Andy: Dan, what are you doing outside the barn?

Kenny: Oh, shit!

Kenny and Lee hide in a stall.

Danny: Just guarding the place, like you said.

Andy: Well, quit sittin' out in the rain like a damn weirdo. Mama says we can't keep that many folks alive and not expect trouble. Pick one to keep and kill the rest.

Danny: Can I pick which one to keep alive?

Andy: Not the kid. Not enough meat on her to trade.

Andy leaves. Maybelle moos.

Danny: Oh, I know, Maybelle. This is my favorite part too. When I let one think they can just walk right out. (chuckles) They never even look down.

If Lee looks outside he will see Danny setting up an altered bear trap in the barn, then closing the barn door and moving to the right where Lee cannot see him.

Kenny: Can you see him?

Kenny: Lee, talk to me.

Kenny: What's he doing?

Kenny: What's going on?

Kenny: What's he doing now?

Kenny: Lee...

Kenny: See where he is now.

Kenny: Take a look through the cracks...

Kenny: Hey, keep your eye on him!

Kenny: Lee! Focus! Where's Danny?

Talk to Kenny

Kenny: What's he doing out there?

Lee: I don't know.

Lee: They're talking about killing us!

Kenny: No shit.

Lee: He's inside, but he's not coming any closer.

Lee: Sick fucker thinks this is a game!

Lee: I don't see him anymore.

Kenny: Well, where the fuck did he go?

Lee: I don't know.

Kenny: Look again. He didn't go past us.

(All these options only appear during the first time Lee speaks to Kenny.)

Lee: We'll take him out together.

Kenny: How?

Lee: He doesn't know we're out. He's gotta walk past us to get to the meat locker. We can take him out when his back is to us.

Lee: I'll keep an eye on him. Be ready to act when I say.

Lee: What should we do?

Kenny: Do you have a weapon?

Lee: Yeah.

Kenny: Good. We keep it simple, as soon as he passes us, we jump him from behind.

Lee: Uhh...

Kenny: Damn it, Lee! This is NOT the time to freeze up! We keep it simple, as soon as he passes us, we jump him from behind.

Kenny: See what he's doing now.

Kenny: See where he is now.

Lee looks out to find Danny standing in front of him, pointing his rifle at him.

Grab the gun!

Lee grabs the gun and moves it away from him as it fires, then covers his ear after the loud sound hurts his hearing. Danny reloads the rifle.

Lee zaps Danny but gets punched to the floor.

Lee stabs Danny and gets punched to the floor. Danny removes the sickle from his shoulder.

Lee skewers Danny and gets punched to the floor. Danny removes the hook from his chest.

Lee tries to grab the gun but gets shoved to the floor.

Danny aims his rifle at Lee.

Kenny opens the stall door, which knocks the rifle out of his hands. Kenny slices his stomach with a sickle and knocks him backward. Danny falls onto the floor and his left leg is caught in the trap.

Kenny: Where's my family, asshole?!

Danny: You can't have 'em! We need the vet.

Katjaa: Nooooo!

Kenny: KAT! Lee! Come on!

Lee: Just go. I won't be far behind.

Kenny does nothing. Lee glances pleadingly at Kenny hiding in the stall. Lilly stabs Danny's shoulder with a sickle, making him drop his gun, then stabs him again in the same place. Danny falls onto the floor and his left leg is caught in the trap. Kenny emerges from the stall and Lee glares at him. He attempts to talk, but Katjaa screams.

Katjaa: Nooooo!

Kenny thinks for a second and leaves. Lee picks up a pitchfork and points it at Danny.

Danny: Eeerrghhh! You see?! You understand now, don't ya?! You can have me! It's how the world works now! Give part of yourself...so others can live!

Lilly: I should fucking kill you right now.

(If Lee didn't shoot Jolene.)

Lee: That's why you killed that woman in the woods! She was about to spill everything!

Danny: You weren't ready to hear yet, Lee! Had to stop her.

(If Lee shot Jolene.)

Lee: That crazy woman in the woods tried to warn me, and I killed her!

Danny: That bitch never got it! She almost fucked up our best deal!

Lee: Mark never volunteered to be food!

Lee: Cannibalism is NOT the answer! Aren't the walkers eating enough of us?!

Lee says nothing.

Danny: You gotta keep me alive. If you kill me, the meat gets tainted! You can't eat it!

Lee: You're already tainted.

Choose Danny's fate.

Danny: Do it, then! I know you can, I seen you do it! Just like you killed that woman in the camp!

Danny: You ain't gonna kill me, just like you didn't kill Jolene... You don't have what it takes! Fucking coward.

Lee stabs Danny in the chest, killing him.

Clementine: NOO!

Clementine witnessed what you did.

Clementine hides behind Lilly and Lee approaches her.

Katjaa: God, nooooo!

Lee: Katjaa!

Lilly: Just go. I'll keep Clementine safe.

Lee stabs the pitchfork into the hay bale behind Danny.

Danny: Aaahh!

Lee: This is NOT how the world works now. You won't make me kill you!

Lilly: Fuck you, Lee. You and Kenny MURDER my dad, but you leave THIS piece of shit alive?! You're a fucking asshole.

Clementine will remember you spared his life.

Katjaa: Oh, god! Don't hurt him!

Lee: That's Katjaa!

Katjaa: Please, noo!

Lee: Lilly, please, keep her safe!

Clementine will remember you spared his life.

Lilly: Go. I'll cover you.

Lee: Just stay here and keep Clementine safe. I'll be right back.

Clementine nods.

Lee exits the barn and sneaks over to some hay bales.

Lee: KENNY!

Thunder and lightning crashes. Lee looks at the house.

Lee looks at a blinking laser beam pointed at the hay pile.

Lee: What the hell? Where's that coming from?

Lee takes a few steps forward and sees the source of the laser.

Lee: Doug?

The laser points at Lee's eye.

Lee: Ah! Doug!

Doug and Ben go over to Lee.

Lee: Doug?! What the hell was that?!

Doug: Morse code!

Lee: You almost blinded me!

Doug: Oh, sorry about that. But I DID get your attention!

Ben: We heard screams from the barn! What'+s going on?

Lee: We need your help!

Doug: Oh, god. What happened?

Lee: These people are fucking crazy!

Ben: I knew it! I told you we couldn't trust them.

Doug: Where is everybody? What can we do to help?

Lee: Get out of here!

Ben: Why? What's going on?

Doug: Lee? You okay?

Lee: Larry's dead. They chopped off Mark's legs and tried to feed them to us!

Doug: Jesus! That is sick!

Lee: They've still got Duck and Katjaa in the house and I don't know where the fuck Kenny is!

Doug: Alright, we're coming in to help.

Lee: No, if we storm the house we'll cause a panic. You two try to find a way around to the back. I'll head to the front.

Doug: You got it. Come on, this way...

Ben and Doug sneak away.

Ben: Wait, are you sure?

Doug: Yes! No... Yes.

Lee hears rustling in the cornfields and a walker approaches, but is axed by Carley.

Lee: Carley!

Carley: Lee?

Ben: (walking through cornfield) Ow.

Carley: Shhh! Is everyone okay? We heard screams as we were coming up to the house!

Lee: They attacked us.

Ben: I knew it! I told you we couldn't trust them.

Carley: Shit. How many of them are there?

Lee: Two left.

Carley: Where?

Lee: Get out of here!

Ben: Why? What's going on?

Carley: Ben, quiet. Tell me what's going on, Lee. I can help.

Lee: We need your help!

Carley: Yeah, when you guys didn't come back I figured something was up. What can we do?

Carley: Lee, are you alright?

Lee: Larry's dead. They chopped off Mark's legs and tried to feed them to us!

Carley: Shit! Is everyone else okay?

Lee: They've still got Duck and Katjaa in the house and I don't know where the fuck Kenny is!

Carley: Alright, we're coming in to help.

Lee: The main gate is too dangerous, go around the fence and see if there's a back way in. I'll keep looking for Kenny. Do you have a weapon?

Carley: I don't leave home without it. (loads gun) Ben, stick close. And, Lee, be careful.

Ben and Carley leave.

Lee sneaks up to the house.

Katjaa: No, no, please, god, no, NO!

Brenda: Just shut up and he'll be fine!

Andy: Something's up. I'm gonna take the boy and check around back.

Katjaa: No, please, don't take my boy!

Andy: Let go, woman!

Brenda: Settle down. I don't wanna hurt y'all.

Lee reaches the stairs and Brenda looks out the screen window in the door.

Brenda: Andy? Danny, is that you? What's going on out there?

Lee: (imitating Danny) Yeah, it's me!

Brenda saw through your lie.

Lee: I left Danny in the barn... He got what he deserved!

You frightened Brenda.

Lee: Where are Katjaa and the kid?!

You alerted Brenda to your presence.

Brenda was frightened by the lack of response.

Brenda: Oh, god...

Brenda backs away from the door.

Brenda: Come here...

Katjaa: Let me go!

Lee reaches the front door. Brenda has taken Katjaa hostage and is pointing a gun at her.

Katjaa: LEE!

Brenda: Get back! Don't come in here! You just HAD to go snooping around, didn't ya?!

Lee: Let her go, Brenda!

Lee enters the house and Brenda aims her gun at him.

Brenda: Lee, please don't you take another step!

Lee: Brenda, come on, now, you know you don't wanna do this.

Brenda: (aims gun at Katjaa) Just go away and leave us be!

Lee slowly moves forward.

Brenda: (aims gun at Lee) Stop right there! I mean it!

Talk to Brenda

(If Lee saw the photo of Terry.)

Lee: Think about your husband, Brenda! Do you really think he wanted his dairy turned into a...a slaughterhouse?!

Lee: Think about what you're doing. It doesn't have to end like this.

Lee: Put the gun down, bitch!

Brenda shoots Lee in the head.

Katjaa: Nooo!

YOU ARE DEAD

Brenda shoots Lee in the head.

Katjaa: Nooo!

YOU ARE DEAD

Brenda: (aims gun at Katjaa) I'll kill her, Lee!

Katjaa: Don't do this...

Lee slowly moves forward. As the lightning flashes, it illuminates walker Mark's hands trying to grab Brenda.

Brenda: (aims gun at Lee) Stay back! Don't do anything stupid.

Talk to Brenda

(If Lee saw the diploma.)

Lee: What happened, Brenda? Your family was obviously smart! How did it come to this?!

Lee: Let her go, Brenda!

Katjaa: Please, listen to him!

Lee: I'll kill all of you. Every last one!

Brenda shoots Lee in the head.

Katjaa: Nooo!

YOU ARE DEAD

Brenda shoots Lee in the head.

Katjaa: Nooo!

YOU ARE DEAD

Brenda: (aims gun at Katjaa) Just stop!

Katjaa: Brenda, please...

Lee moves forward again.

Brenda: (aims gun at Lee) I don't wanna kill you, Lee!

Talk to Brenda

(If Lee saw the dairy awards.)

Lee: This dairy was your pride! Look what you've done to it!

Brenda: Stop! I mean it!

Lee: Please, don't make this any worse.

Brenda: Just stop!

Lee: You don't have the guts.

Brenda shoots Lee in the head.

Katjaa: Nooo!

YOU ARE DEAD

Brenda shoots Lee in the head.

Katjaa: Nooo!

YOU ARE DEAD

Lee continues moving forward, and Brenda aims the gun at Katjaa as she backs up the stairs. A zombified Mark grabs onto Brenda and bites her neck as she screams; Katjaa breaks free and runs to Lee.

Katjaa: They took Duck! Where's Kenny?!

Andy: I said don't move, asshole!

Kenny: Don't you fucking hurt him!

Katjaa: Oh, my god!

Lee and Katjaa run outside. Andy is pointing a rifle at Duck and Kenny stands a distance away.

Kenny: Let him go, goddamn it!

Andy: That ain't gonna happen!

Lee: Andy, don't!

Andy: SHUT UP!

Kenny rushes forward and Andy shoots him in the stomach. Katjaa screams and runs to Kenny as he falls on the ground.

Duck: DAAAD!

Lee: Andy!

Andy: Who the fuck do you people think you are? Look at what you've done!

Lee: Calm down.

Andy: Calm down? What for, huh? All we wanted was some goddamn gasoline!

Lee: You brought this on yourself.

Andy: No! Uh-uh! YOU did this! All we wanted was a little gas to keep ourselves safe.

Lee: Shut the fuck up!

Andy: You think I'm playin' here, boy?! All we wanted was gas. We came to you peacefully!

Andy: I don't wanna hurt him, but I swear I will! Is that what you want?

Doug shines the laser beam in Andy's eyes, distracting him.

Carley shoots Andy's left ear.

Duck runs away. Lee charges Andy and they wrestle with the rifle. Lee smashes the rifle into Andy's face, and they fall down the hill and crash through the picket fence. As Lee tries to get up, Andy runs over and kicks him in the head, making him fall to the ground. Andy starts the generator and the fence turns on.

Andy: Get up. Get the fuck up!

Andy drags Lee by the back collar of his jacket as Lee struggles against him. Andy holds back Lee's arms and tries to shove his face into the electric fence. Lee notices Lilly and Clementine standing at the entrance to the barn.

Lee: Lilly!

Lee: Help!

Lilly does nothing. Lee breaks free and elbows Andy in the face, knocking him to the ground.

Lilly shoots Andy's shoulder.

Lee punches Andy's face to a bruised and bloody pulp.

Doug: Jesus, Lee! Come on...let's go.

Carley: Lee, that's enough! He's had enough.

Andy flips Lee to the ground and begins punching him. Lee blocks him and pushes him to the ground, then gets up. Andy jumps at Lee and he grabs Andy's wrist and shoulder, pushing him into the electric fence. Lee picks up the rifle.

Andy: Is that all you got, Lee? You ain't shit!

Lee: It's over!

Andy: Fuck you. As soon as Dan and Mama get out here, you--you're all fucked!

Lee: They're both dead.

Andy: What did you do? WHAT THE FUCK DID YOU DO?!

Lee: They're not coming.

Andy: What do you mean? Lee, what the fuck do you mean?

Lee: I said it's over! Just walk away!

Lee says nothing.

Lee starts to walk away.

Andy: Don't you DARE walk away from me, Lee!

Andy falls to his knees.

Andy: Get back here and finish this, Lee!

(If Lee didn't punch Andy.)

Lee: I said it's over.

Lee shoots Andy in the head and drops the rifle.

Lee kicks Andy into the fence; he screams as he is electrocuted and falls to the floor.

You chose to kill Andy.

Lee walks to the group.

Andy: Get back here and fight me like a man, Lee! Lee!

You spared Andy's life.

The generator turns off.

Clementine: They're getting in!

Walkers climb over the fence.

Andy: Leee!

Lee: Let's go...

Andy: Leee!

Walkers swarm the farm.

Forest

Lee and the group walk through the forest quietly.

Doug: Hey, Lee, I'm sorry for leaving the motor inn unattended.

Lee: I never thought a laser pointer would be the thing that saved our lives.

Lee: You probably should've stayed. Let's just hope the place wasn't overrun in your absence.

He will remember that.

Lee: Don't worry about it.

Lee: I'm glad you showed up when you did.

He will remember that.

Doug: Well, we gotta stick together.

He noticed your silence.

Doug: Anyway. I'm glad you're safe.

Doug: Were they really chopping up people? For food?

Lee: Yeah. And Clementine ate some. It's my fault, I panicked and didn't stop her.

Lee: Yeah, and Clementine almost ate some.

Doug: Man...that is sick. Clementine, she doesn't know, right? She didn't see...or...

Lee: I stopped her. This fucking world now. It's hiding just unspeakable shit at every turn.

Doug: Oof. Were you guys able to salvage anything good from the dairy?

Lee: Not really. St. Johns took everything I had before the place got completely overrun with walkers.

Katjaa: Oh! I was able to grab a couple of your things back while Brenda wasn't looking...

Katjaa hands Lee Jolene's video camera.

Lee: It doesn't work. You have any use for it, Doug?

Doug: It's just a basic camcorder. A Save Lots cheapie. Let me check it out, see if I can get it working.

Carley: Hey, Lee, I'd say I'm sorry for leaving the motel unattended, but, ya know.

Lee: I'm glad you showed up when you did. If you hadn't taken that shot at Andy, we might not have gotten out of there.

Carley: Were they really killing people? For food?

(If Clementine didn't eat dinner.)

Lee: Yeah, and Clementine almost ate some.

Carley: But?

Lee: I stopped her. I can't leave her alone, Carley. This fucking world now. It's hiding just unspeakable shit at every turn.

(If Clementine ate dinner.)

Lee: Yeah. And Clementine ate some. It's my fault, I panicked and didn't stop her.

Carley: Oh, my god, does she know?

Lee: She's not stupid, Carley.

Carley: Oof.

Lee: Yeah. They were.

Carley: That is sick. God. Just, ugh. Clementine...she doesn't know, right?

Lee: She's not stupid, Carley.

Lee: We should've known something was up.

Carley: How the hell do we foresee that? Come on, Lee.

Lee: I don't know. I really don't.

Carley: Well, I hope for Clem and Duck's sake they didn't see any--or...god, they weren't exposed to...

Carley: Katjaa managed to grab this while she was in the house. She said it was with your stuff.

Carley hands him Jolene's video camera.

Lee: Yeah. I found it while I was looking for the people who shot Mark. Do you want it?

Carley: Why don't you keep it? Sometimes it helps to have something you can document your thoughts on.

Kenny hunches over in pain and groans.

Katjaa: How are you doing?

Kenny: I'll be fine. I'm just not as young as I used to be. Hon, go on ahead and give me and Lee a second?

Katjaa and Duck walk away.

Kenny: There's gonna be fallout.

Lee: For killing Lilly's dad? Yeah, I would imagine so.

Kenny: What do you think?

Lee: I'm with you, Kenny. We'll do what has to be done.

Kenny noticed your loyalty.

Kenny: You're damn right.

Lee: We fucked up. We fucked up real good.

He will remember that.

Kenny: You can't say that. The rest of us are alive, aren't we?

Lee: Yeah, I know. I've got your back, we made the right choice, but what the hell happens now?

Lee: It'll be fine. Lilly will get over it. She has to. You're a better leader for us anyway.

Kenny noticed your loyalty.

Kenny: You're damn right.

He noticed your silence.

Kenny: Well, I think we did what had to be done. And we'll keep doing it. For as long as it takes.

Kenny: Listen, that RV back at the motor inn is just about ready to roll. I want you to come with us. I mean it.

Lee: Okay, yeah.

Kenny: Listen, that RV back at the motor inn is just about ready. I've changed my mind. I want you to come with us when we leave.

Lee: Yeah?

Kenny: Hell yeah. We're a team, man. Me and you! By taking out Larry before he turned, you saved all of us in that meat locker! And that saved my family too. Yeah, I'd say you earned it!

Lee: You destroyed this group, Kenny. There's no coming back from it.

Kenny will remember your words.

Kenny: I did what nobody else would.

Lee: Everything's going to be different now.

Lee: You're no hero. You destroyed TWO lives in that meat locker.

Kenny will remember your words.

Lee: Kenny, you're not a bad man. But, fuck... What the hell are we gonna do now?

Lee: You MURDERED Larry.

Kenny will remember your words.

Kenny: Fuck you, man. You're alive because of me. Why didn't you have my back?

Lee: I saved your wife and kid!

Kenny: No, I saved them! By making sure Larry didn't kill US!

Lee: I couldn't do it, Ken.

Kenny: Well, maybe we should stay out of each other's way for a while.

He noticed your silence.

Kenny: Fine, then. Fine. I saved Duck on the farm and didn't save Shawn. Now I kill someone before it can put your little girl in danger, and I'm even more of a monster. I don't care. You do what you have to do, I'm'a keep doing what needs to be done.

Kenny walks away and Clementine approaches.

Lee: Come on, Clementine, stay close.

Clementine: Lee... Did you have to kill those men?

Lee: Yes. They were bad men, Clementine. They killed Mark and were going to kill all of us. They had to be stopped. Understand?

You were direct with Clementine.

Clementine: Yes. I think so.

Lee: I'm sorry you had to see that. But I only did it to protect us.

Clementine: Because they tried to hurt us?

Lee: Yes.

You gave Clementine a reassuring answer.

Clementine: Okay.

Lee: I...I shouldn't have done that. They were very bad men, Clementine, but that doesn't mean I had to kill them.

You revealed your guilt to Clementine.

Clementine: Why did you?

Lee: I...I wasn't thinking. I was angry, and I was scared. But I did the wrong thing. You should never kill anybody unless you absolutely have to, okay?

Clementine: Okay.

Clementine noted your silence.

Clementine: I'm glad WE'RE still alive.

Clementine: Lee? Are those bad people dead?

Lee: Yes. Walkers probably got 'em. They were very bad people and were punished for it.

You were direct with Clementine.

Clementine: Okay.

Lee: No, they are alive and suffering. They were very bad people, but if they die, it won't be because I killed them.

You were direct with Clementine.

Clementine: Okay.

Lee: We didn't kill them, so I don't know. They might have been able to get away from the walkers, but I'm sure they won't be coming after us.

You gave Clementine a reassuring answer.

Clementine: That's good.

Clementine noted your silence.

Clementine: It's okay. We don't have to talk about it.

Duck: Hey, Dad, what's that noise?

Kenny: Sounds like a car...

Ben: Oh, god...not more strangers.

The group sneaks out and sees an abandoned car on the road with its lights on and doors open.

Lee: Hello?

Lee: Come out or I'll shoot!

Lee: Don't shoot. We're here to help.

Lee sneaks up slowly to the car. He notices that the gas is empty and takes the keys.

Lee: Figures.

Kenny: Oh, crap! Baby, you gotta see this! There's a shitload of food and supplies back here!

Everyone goes up to the car.

Katjaa: This food could save all of us.

Lilly: Not ALL of us.

Kenny sighs.

Ben: Look, we don't know if these people are dead.

Lilly: If they come back, then we're just monsters who came out of the woods and ruined their lives.

Clementine: This stuff isn't ours.

Duck: Dad, whose car is it?

Kenny: Don't worry about that, Duck, it's ours now.

Katjaa: It's abandoned, Ducky, don't worry.

Clementine: What if it's not? What if it's not abandoned? What if it IS someone's?

Lee: We have to take this, Clementine. We need it to survive.

You chose to take food from the car anyway.

Lilly: Who said it's your decision to make?

Kenny: Hey, we don't have time for this shit. Like it or not, we need this food. Now get over here and open the truck, Lee.

Katjaa: I'm sorry, sweetheart, but it's not about right and wrong anymore. It's about survival.

Lee: It's locked.

Kenny: No shit, I already tried that. But I heard you take the keys from up front.

Lee prepares to unload the supplies.

Lee: (picking up box on the left) Supplies...

Katjaa: I'll take it. (takes box)

Lee: (picking up small box) Great. Maybe we'll survive this after all. Duck, why don't you carry this? (hands box to Duck)

Duck: Okay.

Lee: (taking box of food) I've got a box of food here...

Ben: I'll carry it. (takes box)

Lee: More food in here.

Lilly takes the box.

Lee: (picks up hoodie) This hoodie looks to be about your size. Why don't you hold onto this, it might get cold.

Clementine: It's not mine.

Lee: It's yours now.

You made Clementine take the hoodie.

Lee: Well, think of it like you're holding onto it. You can give it back if we ever meet up with them. Okay?

Clementine: Okay.

You convinced Clementine to take the hoodie for a while.

Lee: We're not like the bandits, honey. We didn't hurt anybody to get this. Understand?

Clementine: I guess so.

You convinced Clementine that it's okay to take the hoodie.

Clementine crosses her arms, looking upset.

Lee: You're right. We shouldn't take this.

You and Clementine chose not to steal food.

Kenny: What?! Did you get some meal back there the rest of us missed out on?! We HAVE to take this stuff.

Lee: Clementine and I don't want any part of this.

Kenny: We're starving! Suit yourself.

Lee: We'll survive without it.

Kenny: The hell we will!

Lee: We'll find a way.

(If Lee helped Kenny.)

Lee: We've done enough damage already.

Kenny: What do you mean by that?

Lee: Come on, Kenny. Between this and the meat locker, you know what it means.

Kenny: Fine. Suit yourself.

(If Lee didn't help Kenny.)

Lee: You're on a real tear today, huh?

Kenny: What do you mean by that?

Lee: Come on, Kenny. Between this and the meat locker, you know what it means.

Kenny: Fine. Suit yourself.

Kenny: Suit yourself.

Kenny: The rest of us are taking this stuff.

Kenny holds out his hand and Lee offers the keys. The groups opens the back of the car and searches the supplies. Clementine holds Lee's hand.

Kenny: Okay, what have we got in here?

Ben: Look, there's more food in that box!

Katjaa: They've got antibiotics! What else do they have?

Doug: Any electronics? Radios? Batteries?

Carley: See if there's any water...

Kenny: (hands box to Ben) Here...

Duck sits turned around in the front seat, watching his parents unload the supplies.

Kenny: Got it?

Katjaa: Yeah. I got it. Lee, there's a hoodie in here, could probably fit Clementine.

Clementine looks up at Lee and shakes her head.

Lee: She's good. Thanks.

Kenny: Whatever, man. It's gonna get cold out eventually.

Doug: Here, Clem. Want some...uhh...batteries? (gives Clementine the batteries) Hey...Lee? You know that camcorder? I got it working...you might wanna see this. (hands the camcorder to Lee)

Carley: Hey. There were some batteries in one of those boxes. I thought they might work in your camcorder. Here, you can have some too...for your walkie-talkie. (gives Clementine the batteries)

Lee: Batteries, huh? Think you can handle those?

Carley: You're not gonna let me live that down, are you? (looks at camcorder) Oh, god. Lee. You're gonna wanna see this... (shows video to Lee)

Lee: Oh, shit.

The video shows the group at the motor inn. Larry and Mark carry a couch out of one of the motel rooms, and Lee and Kenny push a car away from the front of the motel. The video zooms into Clementine drawing on the floor and Lilly approaching her to talk. The video turns upside down as Jolene drops the camera.

Jolene: JAKE, BART, LINDA, AND ALL Y'ALL FUCKIN' SICKOS FROM THE SAVE-LOTS! THEY CALL Y'ALL BANDITS! BUT YOU'RE FUCKING RAPIST MONSTERS--

The video shows the motel group from earlier in the day, after Ben has arrived. The video zooms onto Clementine, then follows Lee as he walks up to her.

Jolene: Oh, darlin', baby. Look at you. Look. At. You. Oh, you need a mama, sweetheart. We won't let them bandits get you, will we?

Lee: How are you doing, Clementine?

Clementine: Okay.

Lee: Where's your hat?

Clementine: I don't know. Can you help me find it?

(Lee will respond however he did originally.)

Lee: Sure. When did you lose it?

Clementine: I had it a couple days ago.

Lee: Sorry, hon, I don't have time.

Clementine: That was my favorite hat.

Lee: Do you really need it?

Clementine: My dad gave it to me for my birthday.

Clementine: Lee!

Lee: I promise, if I find it, I'll let you know.

Jolene turns the camera around to her face.

Jolene: All thinkin' you're safe, sittin' there actin' like things are the way they used to be. The dead don't kill their own. It's the living you gotta be afraid of...the people I used to call friends... The people who took... Don't worry, little girl. Bandits got their eye on that dairy. As long as they keep getting food from them, you'll be safe. I promise.

 
Video Game Transcripts
Season 1 A New DayStarved For HelpLong Road AheadAround Every CornerNo Time Left
Season 2 All That RemainsA House DividedIn Harm's WayAmid The RuinsNo Going Back
Season 3 Ties That Bind - Part 1Ties That Bind - Part 2Above The LawThicker Than WaterFrom The Gallows
Season 4 Done RunningSuffer The ChildrenBroken ToysTake Us Back
400 Days Vince's StoryWyatt's StoryRussell's StoryBonnie's StoryShel's StoryEpilogue
Michonne In Too DeepGive No ShelterWhat We Deserve
Saints & Sinners Saints & Sinners
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