"So why are you actually here?"

Glancing over at the ever-cold Lilly, Carley tries to come up with a plausible answer that'll satisfy the woman. She's literally asked this question five times trying to get a different response, and the reporter has finally stopped trying to bluff. Clearly "wanting to be best buddies" wasn't good enough, as the ex-army secretary saw right through that phoney line.

Banking a left at the fork in the road towards Macon, the pair of women pick up the pace in order to get to the town faster. Stumbling around a drug store in the dark of night wouldn't be such a great idea.

"Despite what you might think," Carley remarks with a smirk, "not everybody hates you. Us girls have to stick together, you know?"

"Hmph. I find that hard to believe."

Chuckling heartily, Carley tries to imagine a world where Lilly actually agrees with other people. Sadly, that world literally doesn't exist, as far as she's concerned. "You really need to lighten up," she suggests, getting the middle finger in her face as she pushes Lilly's hand aside. "Seriously, Lilly, knock it off. Not everyone's out to get you. There are people here that care about you – me included. I know Lee and Clem do, too."

Choosing to keep to herself and not admit that for this time (and this time only)… Carley might actually be right.

Maybe there is somebody out there who gives a damn, but Lilly's still not convinced. People always let you down – she's seen it before.

Don't get her wrong – Lilly isn't playing the woe is me card like so many others have believed. It's just that she's been through so much bullshit in her life that almost everyone seems like an enemy now. Making friends has never been an easy thing for Lilly.

So you can imagine how off-putting it seems now that Carley is going all… intimate, with her.

"Shouldn't be much farther now," Lilly mentions, frowning as they stumble upon a walker making a meal out of a teenage boy. "Shit… We've got a dead one up here."

As Carley catches up to her companion and sees what the fuss is about, she sighs sadly as the zombified beast looks over and growls. Live food is much tastier than dead ones, apparently.

Sliding her rifle off of her back, Lilly bashes the walker's head in repeatedly until it falls to the ground; where she beats the thing down again. Carley's a little disturbed by how at ease Lilly appears while doing this, but she doesn't say anything until the thing's confirmed as dead.

Wiping the blood off on the grass, Lilly pointedly glances over at Carley; fully expecting her to say something about how crazy she is.

"Couldn't we have just shot the thing?" she suggests as Lilly shakes her head "no".

"Never waste a bullet," she replies, patting the thing down to check for ammo and weapons. When all Lilly can uncover is an opened, sticky pack of gum and an antique smoking pipe, she rolls the body into a ditch and wipes her hands off.

Stepping up beside her, Carley looks at the small pile of dead bodies that have collected on the side of the road. "It doesn't get any easier, does it?"

"Hasn't yet for me," Lilly shakes her head, deciding that it'd be best to move on. "Come on, let's just get this done. Macon's just over this hill."

As Lilly moves on, Carley can't help but look over at the faces of what were once people. Each of them had lives before all of this – something to wake up every day for. Did they have families? Jobs? Significant others? How about a fucking dog?

What sort of world would allow this to happen; that all of these amazing things that people could've had before are just suddenly swept away in such a violent fashion?

"Carley!" Lilly calls out, sweeping the reporter out of her thoughts as she scurries on after her. The ghost town appears in her view as she reaches the top of the hill, and it looks really beautiful with all of the vibrant autumn colours surrounding it.

Wish I had my camera, Carley thinks to herself, although constantly remembering one disturbing thought:

There's likely next to nobody to report the news to anymore.

…

"Yuck…" Ben mutters to himself, looking at his grimy hands with disgust after having just spent twenty minutes or so carrying salt licks to the stables. But if there's one thing that Ben Paul learned from helping out at the goat farm back in the day, it's that farm work is hard work – you often get down and dirty in order to get the job done.

As a child, Ben used to love going up to his grandpa's farm – there were horses running rampant across acres of open land, big planks that you could jump off of and land in the hay piles, and a big tractor that could take them around the countryside. Hell, Ben even got to drive it himself when he was twelve… at least until he got it stuck in the mud, anyways.

Sure, the St. John's farm may look pretty and be a nice distraction from what's going on out there, but it doesn't really compare in Ben's mind. Oh, what he would give for just one more day with his family back at his grandpa's farm…

"Hey Dan, how's Maybelle holdin' up?" Andy hollers as the troubled teen walks out of one of the stables. His blue letterman jacket now smells like a heavy mix of salt and cow shit, but he's not quite as upset by that as he'd normally be.

It's not as if any of his high school friends are around to poke fun at him over it.

"Hmm… kinda hard to tell," Danny admits while looking the cow over; one hand down by his leg while the other casually strokes the animal's back. "I ain't seen her this sick in a mighty long time. Reckon that pregnancy 'll kick in any day now."

"Pregnant?" Ben repeats, finding the concept of an animal like that a little difficult to believe.

Smirking, Andy pats Ben on the shoulder as he nods. "Yep – old Maybelle here's gonna be the proud mama of a baby calf! You folks arrived just in time."

Remembering a conversation that he overheard on the way over here, Ben acknowledges that Katjaa was apparently a veterinarian before all of this went down, but it's not gonna be much use for right now.

She's kind of preoccupied with another patient of hers right now.

Stretching his back and stifling a yawn, Danny stands up before following his brother out of the barn. "Might as well put together some grub for these hungry souls – whatever we've got leftover from last time…" Danny mentions quietly, causing Ben's mouth to water a little bit. Food?! Real, actual sustenance?! Ben can hardly wait for dinner, as it's felt like forever since the guy's had a proper meal.

Wanting to poke around some more, Ben heads to the back of the barn to see if there's anything he could find. Hmm… more salt licks? No thanks, he's touched more than his fair share, although it was pretty hilarious when he caught Clementine licking one of them earlier. He could barely control himself when she immediately started spitting and sputtering; desperately trying to wipe the taste away from her mouth as she vowed never to go near one of those things again.

With nothing else really to look for, Ben sighs before starting to turn around…

…until his eyes glance over at the back door.

Why would they lock this up, Ben thinks to himself; yanking on the lock before realizing that there's no way he'd be able to get it open without some tools. Literally having nothing better to do, Ben tries to stealthily and casually walk on over to the tool box that he saw Lee using earlier to help finish the swing set.

Since it's only Danny out on the porch right now, and nobody else is really paying him any mind, Ben pokes around inside the box until he finds what he needs – a multi-tool. This thing has a thousand uses, but all he needs is for it to work once.

Closing the box back up again, Ben exhales deeply before re-entering the barn and heading back towards the lock.

You see, this is what happens when teenagers have too much time on their hands.

Getting to work on some of the screws that hold it in place, Ben whistles to himself absentmindedly as he twists the multi-tool in different directions.

"What are you doing?!"

Getting so startled that he bangs his head sorely off the door, Ben rubs his tender spot in pain as Duck looks over in curiosity.

"Jesus…" Ben whines, shaking it off as he picks up the tool and frowns. "Why are you in here? Shouldn't you… I don't know, be playing with Clementine or something?"

"Girls are boooorrrrring!" Duck complains in a joking manner, getting a little chuckle from Ben.

"Heh… give it a few years…" Ben mutters to himself. "Well… I wanted to see what's inside. They've got this locked up for some reason, but you can't tell anyone that I'm opening it, okay? It can be… umm, our secret, I guess."

"A mystery!" Duck exclaims, causing Ben to put a finger to his lips. When the boy simply kneels beside Ben to watch what he's doing, the teen sighs before continuing to unscrew the lock from its position.

Some muffled talking outside causes Ben to stop in his tracks in a bit of a panic, but Duck assures that it's nothing to worry about and volunteers to stand guard… as Robin.

…yeah.

Anyhow, Ben finally manages to remove the last of the screws from the padlock before sliding the whole thing off and placing it carefully on the ground. Suddenly feeling eager and excited for doing something that he's probably not supposed to, Ben grabs onto the door handles as Duck bounces back beside him.

With a creak of the wood, Ben pulls the doors open as he widens his eyes in shock, and Duck screams at the top of his lungs.

"Holy shit…" Ben mutters as he drops the multi-tool to the floor uselessly.

….

Breathing heavily, the duo of Carley and Lilly jog more slowly the further into town that they get. They've been passing rows upon rows of houses on their way into this place – each one just slightly different than the last. A different colour of brick, a smaller garage door, a smashed window here and there… but there's still one thing that Lilly can't figure out for the life of her.

"Who the fuck has been cutting the grass the whole time?!" she asks aloud, causing both of them to chuckle at how stupid this is. You'd think after three and a half months of no maintenance whatsoever, the grass would be a good two feet long or something. But no – despite numerous weeds creeping in, it's almost like these people's lawns have remained unchanged.

Shrugging her shoulders, Carley can't help but smirk as this same trend stretches on for a ways down. "Who knows?" she questions, shaking off the thought as she realizes that they aren't alone out here. Walkers, like the weeds, have sprouted up out in the street. "Should we take them out?"

Frowning in concentration, Lilly aims her gun to shoot, but groans before putting it back down and shaking her head. "There's too many of them – we can't risk the noise."

Nodding in agreement, Carley follows Lilly down the street as they try and avoid their pursuers. Thankfully they're still really slow, so the two of them don't need to kill themselves trying to run away, but they still try and hurry nonetheless.

Crossing the street past one of those tiny hardware stores, Lilly sighs in relief as they finally come across the pharmacy – free of walkers this time.

Except for one dorky man who's still laying on the ground, three months after his demise…

"Oh god…" Carley covers her mouth, trying to stifle back a sob as she sees him; torn to bloody bits and looking like a carved turkey on Thanksgiving. The worst part is that he's actually come back to life despite barely having anything left on him at all – he's quite literally a shell of his former self. His eyes have turned a dull shade of grey as he weakly turns his head towards the women and growls.

Doug is no longer the same geeky man who saved Carley's life.

Sighing sadly, Lilly cautiously steps up to Doug's undead form as his gaze hungrily turns to her. His arms no longer work because of how much these monsters feasted on him, and seeing him like this… it hurts. Despite not really giving him the time of day usually, Doug was still a part of their group, and probably would've been a good friend.

Carley's broken up over it more than any of them, but she knows deep down that Doug wouldn't have wanted to be like this.

Without another word, Carley yanks out her pistol, shuts her eyes and squeezes the trigger; finally putting the man to rest. Hopefully he'll be at peace.

"You did the right thing," Lilly comments, trying to sound less like her usual self and more like… well, more like Carley in this instance.

Staying still for a moment, the reporter wipes her eyes as she shakes her head tearfully. "Did I?" she questions, trying her best not to sound bitter over the whole thing. "Sometimes I wish… I just wish that… maybe Lee should've saved him instead…"

Lilly's about to retort that, to say that she's blowing this all out of proportion and that there was nothing she could've done for Doug, but her ears perk up the sound of… heavy winds. It's like something out of a dream, really – Lilly hasn't heard that noise since…

"Is that…" she remarks, turning around to look at the sky, "…a helicopter?"

…

"WHAT THE FUCK IS GOING ON IN HERE?!" Kenny demands, having heard his boy's shouting from outside the barn. Upon seeing Ben, he glares as Duck rushes towards his leg and holds him tightly. "Ben… what the hell did you do?!"

But Ben doesn't answer him – instead just continuing to stare straight ahead into the back room as Kenny looks behind him with confusion. Lee and Clem rush inside after them, also wondering what all the noise is for, but again Ben stays silent.

Wordlessly pointing into the room, Kenny and Lee brush past him as they too widen their eyes in disturbance. Sprawled out on a work table, all bloody and carved up, is a… a…

…deer.

"Oh…god…" Lee holds a hand over his face, making sure that Clementine doesn't have to see anything in here. There's a tub on the left with a bunch of tools surrounding it (including a pitchfork and some kind of animal taser), a big, circular saw thing that's all covered in wood chips, as well as various other devices scattered about. There are a whole bunch of jars on the top shelf containing organs of all kinds, and Lee thinks he's gonna be sick.

This could be considered animal cruelty at its worst.

"Y'all ain't supposed to be back here…"

All at once, everybody immediately turns around to find Danny St. John glowering at them; catching them red-handed as Kenny stomps on over to the man.

"Mind telling me what the fuck this shit is?!" he spits, pointing back to the gruesome scene. There's blood from the deer staining the table that it's placed on as flies circle around the body. "Now I know why this place was locked up! You people are sick, twisted hicks who – "

"It's dinner, actually," Danny cuts in, feeling rather annoyed with all of the accusations thrown his way. "Look, our dairy ain't what it used to be, and with only the one cow we had to resort to other means of getting food. Andy and I got out huntin' for critters like that one, bring it back to the farm, skin it and dress it back there. The leftovers are kept in that there meat locker."

"Yeah? Well what about the jars?" Lee questions, shuddering as he gazes upon them. When Clementine accidentally sneaks underneath his legs and sees what's inside, she gasps; flabbergasted and shocked at what she's witnessed.

Sighing heavily, Danny beckons for everyone to join him in the back, now that the big secret is out of the bag.

"Them jars are the organs that we take out – liver, heart, intestines… whatever's left over after we scrape off the meat," he explains, looking rather saddened by the whole thing. "…it ain't a pretty setup we've got here, but it's gotta get done. Every week or so, either Andy or I take one of them jars and empty the stuff out in the forest a few miles away."

"But why?" Lee asks, not seeing the point of doing something like that. "I mean, won't that just attract walkers?"

"That's exactly what it'll do," Danny nods as the rest of them look on in confusion. "If we lure a trail of organs out in the woods somewhere, them dead ones will come looking for 'em and keep away from the farm. It's messy as hell, but it works."

Further explaining how the saw is used to cut wood down for the fence, the house and boarding up windows, Danny seemingly calms the frightened survivors down a notch or two. With the exception of Kenny perhaps, their suspicions of the St. John's have been largely suppressed. This family has taken them into their home, helped keep Mark safe, put a temporary roof over their heads, and has been straight up with them ever since they arrived.

And yet none of them feel safe – how could anyone feel secure out in these conditions? Every little thing causes them to jump in surprise; every single stranger they come into contact with is considered a potential threat.

But maybe, just maybe, these people aren't as bad as they thought.

….

"Umm… Larry?"

Turning his head, the grump looks upon Clementine for a second before grunting and turning back to face the road. The sun's going down, and Lilly's still not back yet – he won't rest until she's safely returned.

"You should come eat something," Clem suggests, turning her head back to Lee as he smiles encouragingly. This little girl seems to be the only one around right now that can get through to him. "Brenda says that dinner's ready, and Mark's gonna wake up soon! Don't you wanna come inside with us?"

"Not hungry."

Frowning impatiently, Clementine stands beside the big lug as he leans over the picket fence. The swift rustling of branches in the wind and the dark clouds looming overhead suggest that there's a storm coming pretty soon, but Larry's willing to wait through it all until Lilly returns. She's the only thing he's got left, and that goes both ways.

"Lilly's strong and smart – I think she'll be okay," Clem mentions, getting yet another heavy sigh from the man. This kid just doesn't quit, does she? "Plus, Carley's with her! They can take out the bad guys no problem!"

When Larry says nothing but sadly keeps on staring out into the distance, Clementine grows more concerned. She's never seen him this… worried before, and it's kind of startling with how normally angry and determined he usually is.

"You really miss her, huh?"

Nodding solemnly, Larry closes his eyes for a moment as he feels Clem's small hand grasp onto his much larger one. "God damn it…" Larry whispers, never feeling so vulnerable before. And that's not even the worst part – the bad news is that he doesn't even care about showing how distressed he's become. Lilly's his entire life, and with all the reckless abandon that she's been showing lately… it's scaring the living shit out of him that one day he's not going to be able to see his baby girl anymore.

He promised his wife on her dying breaths that he'd watch over her like a hawk, but now all of that's getting threatened. How was he supposed to fulfill that promise when she was always throwing herself into dangerous positions like this?

"Do you wanna come sit with me?" Clementine asks hopefully, wanting him to hurry it up a little bit. "Our supper's gonna get cold, and I saved you a seat…"

"You know what?" Larry suddenly asks, in probably the calmest tone that Clementine's ever heard from the man. "Out of all of these dumbasses around here… you're probably the only one who's won me over."

"Does that mean you'll come?"

Nodding with the tiniest smirk of all time, Larry steps off the fence and walks back towards the house; trailing behind a sprinting Clementine who's happy that she managed to convince him.

Lee, having witnessed the whole thing, shakes his head in disbelief as Larry walks up the front steps.

"I'm still in your bad books though, I take it?"

"You bet your ass, you are."

Chuckling and rolling his eyes, Lee steps to the side before closing the door behind him.

"Thought so," he says to himself, heading into the dining room and sitting himself next to Andy.

…..

Ding ding ding!

"I'd like to propose a toast!" Lee announces, setting his fork to the side as he raises his glass in the air. "Andy, Danny and Brenda – you didn't have to take us in, but you did. You didn't have to feed us like this, or tend to Mark like you did, but you found it within yourself to do it anyways. Without you, we'd probably be freezing our butts off at the motor-inn again; swapping ghost stories around the RV."

"Heh, more likely I'd be telling stories – you usually start snoring halfway through!" Kenny jokes, causing the kids to giggle as he pretends to be snoozing in his seat.

Shaking his head lightheartedly, Lee continues with no more interruptions. "Anyways, we all really appreciate what you've done for us, so here it goes. To the St. John's!"

"To the St. John's!"

"Here, here," Katjaa smiles as the family of three smile humbly.

"That was awful nice of ya, sweetheart," Brenda says to him, watching as Andy pats him on the back. "It's always a nice change of pace to have some good company around for a change."

Puzzled, the motor-inn group listen intently between mouthfuls of venison, which (despite what they saw earlier) isn't actually that bad. They wouldn't be picky when it comes to food at this point, of course, but it's a nice change of pace from worrying about when their next meal was gonna be.

"We've had a few deadbeats drop by over the past few months," Brenda explains. "Mostly they turned out to be folks looking for an easy ticket, you know? Bandits and ruffians who wanted a go at our farm."

"You've got a bandit problem?" Kenny asks, remembering just who those people in the woods were that shot Mark beforehand.

Nodding in confirmation, Andy twirls the meat on his plate around as he continues the story. "There's a big group of 'em that've camped down by the Save-Lots nearby," he says, trying to calm the table down before they get into an uproar. "They haven't been a problem for us in a while – we gave 'em a whole whack of supplies so that they'd leave us alone. They don't go anywhere near them fences, and typically they take care of any critters that come our way."

"If they ever did become a real problem," Danny adds, waving a finger in doubt, "then we can handle it. This place is built up on a couple acres of space, and the property's protected by the fence on almost all sides. There ain't no way them bastards would be gettin' through."

This puts the survivors on a little bit of unease. Bandits? As in more of those assholes that were out and about? That unsettles Lee quite a bit, but Kenny seems more on edge about this than most. If they're as dangerous as those two were, and there's a whole entire group of them, then maybe this place isn't quite as safe as they had thought.

Still, at least in Kenny's mind, anything's better than staying at the motor-inn.

"…ugh… guys?"

Clementine's eyes light up as she excitedly dashes away from the table and heads upstairs to where Kat and Brenda had put Mark. The adults chuckle as she bounds up the stairs two at a time; desperately wanting to see her friend again.

"HE'S ALIVE! HE'S ALIVE!" Clem calls down as the rest of the group push out their chairs.

"Sounds like he'll be as fit as a fiddle in no time," Andy comments as everyone slowly heads up the stairs.

Little do they know that outside, the generator has thrown yet another belt as the fence turns off, and in the dark are some undead visitors slowly creeping towards the house; unannounced as they smell the scent of people.

The clock is ticking as the first one stumbles over the fence.

…

That noise Lilly had heard indeed was a helicopter… but something feels wrong as it starts to approach them overhead. Carley's waving her arms around like a maniac trying to get the pilot's attention, but Lilly eyes it wearily.

That aircraft is from the Warner Robbins air force base – she could figure that much out even if the chopper was a mile away.

But everyone that worked there knew that there was no point in circling around Macon – the town was a dead zone, with practically nothing alive there anymore except for random scavengers and forest animals. The place was evacuated within the first few days, and as far as they were aware, nobody else was living in the houses or buildings.

So knowing that, who would be flying over in this ghost town? The only possible explanation could be…

"That's not one of ours…" she whispers, shaking her head as she widens her eyes in panic. "Carley, we need to move – right now!"

"Huh?" she questions, not understanding why she's saying this. "Lilly, that's the military, isn't it? We should ask for their help! Supplies, medicine, that kind of thing."

As the giant mechanical bird hovers a little ways away from them, Lilly's heart races faster as she sees the turrets start to spin on the side of the machine.

"FUCK! CARLEY, RUN! NOW!"

Yanking her arm tightly, Lilly practically drags Carley inside Everett's Pharmacy (to which the name sounds vaguely familiar to her), as they try to avoid the barrage of gunfire headed their way. Bullets roar and crack through the sky as they dive in through one of the shattered windows; scraping their arms as they just barely avoid contact.

Realizing that if they stand right now then they'll both get torn to bits, Lilly crawls on her hands and knees over to a window on the opposite end of the pharmacy. Carley holds her position behind one of the counters and tries to cover her head as much as she can.

"WHAT THE FUCK DID WE DO TO DESERVE THIS?!" Carley bellows over the gunfire, although Lilly can barely hear her voice.

"JUST STAY DOWN! WE'LL WAIT THEM OUT!" Lilly practically screams, holding her rifle as she gets set up in the corner. The bullets are getting fired in the completely wrong area now, so the two women sit there until the psychopaths in the helicopter finally stop the shooting.

The pharmacy is now decorated with bullet holes, flying dust and layers of wooden splinters, making the room look like it just went through a war zone scenario. How the two of them actually came out alive is beyond them, but Lilly's not willing to take another chance.

They got lucky this time – real lucky.

Still breathing heavily, Lilly tries to cock the rifle back as quietly as she can. The helicopter blades are still whipping outside, so she knows they haven't left yet, and so she gets an idea.

"See that brick over there? By your foot?" she whispers, nodding as Carley picks the thing up. "Chuck it at the window!"

"What?! Are you fucking crazy?!"

"Just do it!"

"Ugh…" Carley caves, realizing that she's not gonna have much of a choice. "Whatever you're planning had better work!"

Pulling her arm back, Carley tosses the brick over her shoulder and ducks her head back down as the thing crashes through the window; causing yet another array of gunfire to come streamlining their way.

"FUUUUUCCCCCKKKKK!" Carley yells, having never been so afraid for her life. As she desperately tries not to get shot from her position behind the not-so-durable counter, Lilly takes her rifle, aims it and fires two bullets – two because the first one wasn't a direct hit.

The second one got the guy right in the neck, however, as he quickly loses control of the aircraft. Down and down it tumbles, spinning out of control as the guy manning the gun tries to jump for safety. Unfortunately for him, the guy didn't time it properly at all, and the helicopter blades slice him clean in half as his legs slam against the door.

"GET DOWN!" Lilly yells out, desperately diving for cover as the helicopter slams into the roof of the pharmacy; caving in one of the sections as layers of metal and concrete come crashing down from the wreck. The vehicle almost immediately ignites as the fire from its engine latches onto the card stand – no more happy birthdays for this place.

Lilly, having just roughly smacked her head off the window ledge, groggily opens her eyes as she tries to scan the room. The hard-nosed woman is blinded and strangled by the smoke that's now wafting in through the massive hole in the pharmacy, so she desperately tries to crawl into the back room that they had unlocked the first time they came here.

"Ugh… C-Carley?!" she chokes out, the smoke and massive amounts of heat making her feel lightheaded. Where the hell is she?! Did she somehow manage to get out to safety?! "Cough-cough… CARLEY?!"

Grabbing a handful of pills, medicine and anything else within her reach, she quickly stuffs them into her pockets so that hopefully she won't need to go back into this place to grab what they originally came here for. Violently coughing, Lilly drags herself to the next aisle before leaning up against a cupboard; completely drained of energy.

"Fucking…" she doesn't even finish, feeling like a melting pile of shit as her head lazily rolls to the side. If this is how she's gonna go out, then at least she made an effort to help the people she cared about.

But if she ever does manage to get out of this hopeless situation, Lilly swears that she'll try harder with them – she'll tell Larry how much she cares about him and is thankful for everything he's done for her over the years, she'll go up to Clementine and tell her what a wonderful kid she is and how proud she's become of her – hell, she'll give Kenny a fucking hug for all she cares.

And Lee… she'll tell him that…

"Omid, this is so fucking stupid!" someone shouts over the roar of a burning building. Her vision's hazy, but she can manage to see two silhouettes of people rushing into the pharmacy, most likely trying to help. "You're gonna risk your life for some stranger?!"

"…two strangers, apparently."

Lilly's vision darkens, and she hits the floor from exhaustion.