At the motor-inn, the group could be seen around; Larry was nailing a plank to a now-fortified front gate, Lilly was sat atop the RV on a patio chair, Clementine was lightly kicking a football against some metal drums, and Duck was drawing with some chalk on a sheet of wood when Kat walked up to check on him. Doug and Carley, however, were not in sight, as they were inside.

When Larry stopped hammering the plank with the rock he was holding, he turned his head and looked over at Lilly, to which she smiled back. At this point, Lilly heard rustling coming from the edge of the forest which the motel was parallel to, just across the main road. She picked up her hunting rifle - identical to that of Kenny and Mark, though without a scope - and aimed at the trees, alarmed.

As she stood there for a few seconds, with worry on her face, Lilly gave a quick whistle towards the group, signalling them to stop what they were doing and get down. After a few tense seconds, Lilly saw Lee, Mark, and Kenny running towards them with two strangers. One of the strangers was a lanky teenager named Ben, and the other stranger, who had one leg and was being carried by Mark, was Ben's music teacher, Mr. Parker.

"Get the gates open!" Lee shouted up to Lilly. "We've got wounded!"

"Shit!" Lilly cursed through her teeth. "What the HELL are they doing?" She asked herself.

"Come on! Come on!" Kenny hurried Mark.

"Oh my God…!" Said Katjaa, shocked, as she approached the gate with Carley and Doug, who had heard the commotion. Carley and Doug then pulled one of the gates open, which were just dumpsters attached to a fence.

"WHAT happened?" Kat demanded Kenny.

"Who the HELL are these people?" Asked Larry, as Ben rushed through the gate.

"I don't have time to explain." Said Lee.

"Holy shit." Said Carley, as she saw Parker's missing leg.

"What's going on?" Carley asked them.

"Lee! Are you ok?" Asked Clem.

Mark and Ben then laid Parker onto the back of Kenny's pick-up truck, by the front gate, just below the room where Lee, Carley, and Glenn found that woman.

"Get him onto the truck." Said Kat. "I'll see what I can do."

"Kat!" Kenny approached. "Can you fix him?"

"Jesus, Ken! I… I…" Kat was becoming overwhelmed; she was only a vet.

"Lee!" Lilly called. "LEE!" She repeated louder, before Lee turned to face her. "What the HELL?! You can't just be bringing new people here!" She explained. "What are you THINKING?"

"Hey, you wanna calm for a fuckin' minute?!" Kenny responded.

"HEY! Watch your mouth!" Larry demanded Kenny.

"No, I DON'T!" Lilly responded. "I want to know why you thought bringing more mouths to feed was a good idea!"

"Jesus Christ…" Said Mark.

"He would've DIED if we left him." Lee argued.

"So WHAT?" Larry butted in.

Lee spoke up again. "I thought we could save his life! I'm the one that took his leg! That makes me responsible!"

"Well, that was a stupid thing to do." Larry remarked.

"We left the other one behind." Said Lee.

"Other one?" Asked Lilly. "JESUS, Lee. What if there are more of them?! What if they followed you here?!"

"There wasn't anybody else; just us!" Ben defended.

"How do ya know he's not lying?" Asked Larry.

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

"Wel, hang on." Carley began. "We haven't even talked to these people yet; maybe they CAN be helpful." Carley thoughtfully suggested.

"Come on, Lilly; these are people!" Mark argued calmly. "People tryin' to survive, JUST like us. We've got to stick together to survive."

Lilly then turned to Mark with a scowl. "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." Lilly then turned to Ben. "And I don't suppose you guys are carrying any groceries, are you."

"Um." Said Ben. "No?"

"Fine." Mark started. "You guys fight it out, then." He said, before looking at Ben and walking away. "Welcome to the family, kid."

Clementine was standing quietly next to Ben, until she spoke up. "Come over here, and see what I drew." She told him, tugging on his right sleeve.

"What?" Ben replied. "No, I…"

"Just come one, okay?" Clem said softly, calmly dragging Ben away.

Kenny then spoke up, looking at 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." Kenny argued.

"Oh, come on; you're being dramatic!" Said Carley to Lilly and Kenny. "Everything always turns into a power-struggle between you two." Carley then began walking away. "I'm not gonna be a part of that!" Carley was then followed by Doug.

It was now just Lee, Duck, and Larry observing the argument between Kenny and Lilly. "Hey!" Lilly said to Kenny. "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." She argued.

Kenny turned to Lee. "You've got NOTHIN' to say about that, Lee?" He asked.

Lee then spoke up. "Kenny's right; yeah, you're in charge of the food and the schedules." Lee said to Lilly. "But, you're not in charge of people's lives."

"Really?" Said Lilly.

"This group needs someone to be a leader, or we're ALL gonna fall apart. We CAN'T keep fighting amongst ourselves. It doesn't matter who's in charge! Those people are here now. I guess we just have to decide what happens next." Lee added.

"YOU weren't there." Kenny told Lilly. "Lee made a choice. End of story." Kenny then walked away, closely followed by Duck.

Larry then spoke to Lee. "I don't see any of you steppin' up to make the hard decisions! My girl's got more balls than all o' you combined." As Larry said this, Lilly looked up at him and slightly smiled in appreciation.

"Dad, please." Lilly began. "Why don't you go help Mark with the wall." She suggested. Larry looked back at Lee with a scowl, and then went back to fortifying the front wall, leaving Lilly with Lee.

Lilly then explained to Lee that she's the only one willing to handle the group's rations. Lilly walked over to the group's pink backpack, which was laying against the side of the RV, and pulled out four food items; half an apple, a piece of beef jerky, and two little cartons of crackers & cheese. She handed them to Lee, wanting to see if he could do a better job than her, who took them with reluctance. As Lee was about to discover, the whole group had heard this transaction take place.

Lee looked at the food in his hands with sorrow, before looking up at the front wall; he found Mark and Larry staring at him in hopes of being fed, before they turned back to their work. Lee then looked around the front of the RV, where he saw Kenny, Carley, and Ben doing the same.

Kenny went behind the side of the RV and out of Lee's sight, while Carley and Ben faced the floor. Ben was sitting on the floor next to Duck and Clementine, who were drawing on some paper, which was resting on a sheet of wood. Carley was sat by them, resting on a patio chair, clutching her belly in hunger.

Doug walked over to the front gate and crouched down; he appeared to be working on something, or fixing it. Like when Lee first met him, Doug hadn't said a word yet. Katjaa, who was behind Lee, was busy trying to heal Parker back to health as best she could on the back of the truck. Lilly was now back on top of the RV.

The first thing that Lee did was go over to Clementine. "How ya doin', Clementine?" He asked her with a smile, as she stood to face him.

"Okay." She lied.

"Where's your hat?" Lee asked, only just realising that her blue-and-white cap wasn't on her head for once.

"I don't know." She asked. "Can you help me find it?" She requested.

"Sure." Lee answered. "When did you lose it?" He inquired.

"I had it a couple days ago."

"I promise, if I find it, I'll let ya know." Said Lee, successfully assuring Clem.

"Thank you." She said.

"Okay, Clem. I've gotta take care of some things. Why don't you go back to playin' with Duck for a while." Said Lee. Clem turned around and knelt back down in-between Duck and Ben. However, as Lee had just remembered, he knelt down just behind Clem's right shoulder, where she turned - still on her knees - and gave Lee a smile.

"Here, Clem. Ya need somethin' to eat." Said Lee, as he gave her the apple.

"I LOVE apples… thank you." She said happily. "Are there more?"

"No, honey." Lee said softly. "That was the last one. Enjoy it. You deserve it." Lee said with a reassuring smile."

"Okay." Clem responded. "A sundae would be better next time." She added, followed by a small giggle.

"Huh. I'll keep that in mind." Said Lee.

"If you have any more food, Duck is hungry, too." She said.

Duck then spoke, who was beside Clem, laying on his front while drawing. "Yeah, when are we gonna get some good?" Duck asked patiently.

"Hey, Duck." Said Lee. "How ' bout a little food?" He asked, prompting Duck to get up on his knees and grin with expectancy. "Here." Said Lee, as he offered Duck a box of crackers & cheese.

"Yeah!" Duck said happily. "Oh man, I'm SO hungry!" This made Lee smile as Duck ate.

Lee then walked over to Kenny, who was sitting on a couch beside the RV. "Word's gettin' out that you wanna leave the motor-inn." Lee told Kenny, folding his arms.

"That ain't no secret, Lee." Kenny responded. "It's probably our best bet." He added.

"I'm not sure that's the best idea." Lee replied, as Kenny stood up.

"You gave Glenn your blessin' when he left. Just askin' you respect my choice as well."

"Yeah, but he was leavin' to find his friends. YOUR family's right here." Lee calmly argued.

"Well, 'here' isn't doin' us any good." Kenny contradicted. "You should think about comin' with us - you and Clem."

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

"I know that it is." Said Kenny. "I'm takin' my family." Said Kenny, before he sat back down.

"Want somethin' to eat?" Lee said out of the blue, catching Kenny's attention, making him look up slightly. Lee then held out the second portion of crackers & cheese.

"How about my boy?" Kenny asked Lee. "He eat yet?"

"Yeah, I gave him somethin."

Kenny took the food with a smile. "Then, I truly appreciate you takin' care of us, Lee." He said appreciatively.

Lee then got out the last piece of food, considering eating it whilst he looked at it, before pocketing it again. "Nah, some of these people have gone longer than me without food. They're the ones that need it." He said to himself.

Lee had given Clem the apple, and had given Kenny and Duck crackers & cheese. Lee now had to give the jerky to somebody else; Ben, Carley, Doug, Kat, Lilly, Larry, or Mark. Lee decided to walk back around the RV and check on Katjaa's progress with Parker. "Here. Eat somethin'." Lee said to Kat as he pulled out the jerky.

This made Katjaa sigh. "Why don't you give it to Duck. I'm a little busy with your mess right now." She responded in an irritated manner.

"Is he gonna be ok?" Lee asked.

"I don't know." Said Kat. "Can you give me a hand real quick?"

"Sure. Whaddya need?" Lee accepted the request.

"Just apply some pressure here while I try to close this up." She guided Lee. "You know, I thought I was starting to get used to this… Sewing up people's injuries. But, I mean… cuts and bruises are one thing, but Lee… this man has no leg!" Kat sounded significantly startled.

"It's what your husband wanted." Said Lee.

"Figures. I love that man to death, but I swear; sometimes, he's dumber than a bag of hammers." She told Lee. After a minute of Katjaa sewing, and Lee holding pressure, she spoke up again. "Well… you've done all you can, Lee. Thanks for the help. Go ahead and check in on the others; I need a little space here, anyway."

Lee then walked towards the front gate and approached Doug from behind, who was crouched down, facing the gate. Doug looked significantly thinner than he did when Lee first met him. Lee was happy for Doug that he now appeared a bit more slim, with more toned facial features, but he was still upset that it was due to starvation.

Nobody had actually said this, but Lee could tell that most of the group hadn't really wanted Doug of all people to eat as much, due to his weight, meaning that he somehow deserved less food. As Lee came from behind Doug, he greeted him. "Hey, Doug?"

This startled Doug, as he jumped and hit his head on one of the bells that he was using, making it chime lightly. "Ah!" Doug said as he hit his head on the thin metal. Doug rubbed his head, stood up, and turned to face Lee. "What's up, Lee?" He asked in a rather raspy voice, sounding weak and tired.

"What are you workin' on, Doug?" Lee asked, full of curiosity at the little bells.

Back to his normal voice and tone, Doug answered. "I've worked up a little warning system for outside."

Lee folded his arms. "Does it work?" He asked.

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

"How does it work?" Lee asked.

"It set up triplines at four locations, and each one triggers one of these four bells. So…"

Lee understood the mechanism. "So, we'll know where they are, and jow long we have…" Lee finished Doug's sentence. "Smart." Said Lee.

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

"Niiice!" Lee complimented Doug's trap system with an impressed smile, to which Doug grinned with pride. Lee then changed the subject. "Think Katjaa can save that guy?" He asked.

"Maybe." Answered Doug. "I mean, I know about computers, but that doesnt mean I can fix a calculator." Doug added with an analogy.

Lee smirked. "But, you probably COULD fix a calculator." Lee pointed out.

"Well, yeah… Good point." Doug answered with a smile.

"Don't suppose I could interest you in some food?" Lee offered Doug the jerky.

"Actually…" Doug said as he looked at the food. "Why don't you keep my share today. I owe you a lot more than half a day's rations."

Larry heard this as he approached the two younger men. "Hey." Larry spoke to Lee. "If Dough-Boy doesn't want his food, hand it this way."

Lee scowled at Larry. "It doesn't work like that. I'll decide who gets the food."

Larry got in Lee's face. "Well, decide smart. You don't really wanna piss me off, do ya?" Larry threatened, before turning around and walking back to Mark. Lee just watched Larry walk off, shaking his head with his arms folded. Lee then walked to Carley, who was still sitting on her chair near the kids.

Lee went up to Carley, who saw him standing beside her. Carley was still wearing her white blouse, but she was now wearing a pink body-warmer over it. She also swapped her skirt for a pair of blue jeans, and her high-heels for normal shoes. "Lilly has me handin' out the food." Lee informed her.

"Ugh." She grunted in understanding. "That can't be an easy job."

"It's not." Lee responded, looking sad. "I won't be able to feed everyone. What should I do?" Lee asked Carley for advice.

"Well…" Carley started. "If you wanted to get in good with Lilly, I'd make sure Larry gets some food…" She advised. "Even though the guy can be a real dick sometimes." She said quietly. "On the other hand, giving that food to Kenny and his family might make 'em remember you, if he decides to take off in that RV one day."

"What about you?" Lee asked with concern. "You need food, too."

"We ALL need food." She said. "I can't tell you what to do, but whatever happens, I know you'll be trying to do the right thing." She added with an understanding smile.

"Thanks, Carley." Lee said with a grateful smile, before changing the subject. "Sleepin' any better?" He asked.

"No." She answered. "I know we should be grateful for beds, but… no. I'm not."

"Want somethin' to eat?" Lee offered. "Here." Lee said as he offered the jerky in his hand.

"Me?" Asked Carley, surprised. "How 'bout you? You lok like crap, Lee. When was the last time you ate?"

"I'm ok." He tried to assure her.

"I want you to have this, okay? In case you or Clementine starts feeling weak." She said to Lee thoughtfully. Lee then walked over to Ben, who was still sitting beside Clem.

Ben looked up. "Hey, is my friend gonna make it?" He asked Lee.

"I don't know…" Answered Lee. "But, Katjaa will do her best. I promise."

"I can't believe you chopped off his leg." Ben looked slightly horrified.

"There was no other way." Lee defended, though not proudly. "So, who are you people? Our group's gonna wanna know." Lee asked Ben.

"I'm Ben. Ben Paul." Ben formally introduced himself. "The man you saved is Mr. Parker. The band director at my school. We all came down from Stone Mountain for the play-offs. When...when… everything happened."

"How ya holdin' up, kid?" Asked Lee.

"Uh… well… I, uh… I keep wondering if I could've done something to help, you know?" Ben confided. "Some kind of… I don't know… Something."

"I'm sure you did all you could." Lee assured.

"Yeah… Maybe…"

"Relax." Said Lee. "We'll get your friend back to normal in no time."

"I sure hope so." Said Ben, looking down.