Compared to the chaos that was happening in the forest, things were peaceful back at the motor inn. Lilly sat on top of the RV keeping watch. Carley was fast asleep on the couch under the RV roof. Nearby, Duck was drawing on a piece of wood while Katjaa knelt down to see what he drew. Clementine was currently kicking a soccer ball at some barrels that served as a goal. Lilly's gaze drifted over to her father, who was working on the fence. She gave a rare smile, but the smile quickly faded as she heard rustling coming from the woods. She gave a sharp whistle to the group as she grabbed her rifle and aimed it at the forest.

Everyone immediately got into a crouching position as Carley woke up and quickly knelt down and grabbed her gun.

Lee, Mark, Kenny, Max, along with two teenage boys and a man that was slung over Mark's shoulders, dashed out of the bushes.

"Get the gates open! We've got wounded!", Lee yelled.

"Sh**. What the h**l are they doing?!", Lilly asked as she climbed off of the RV.

"Come on, come on...", Max muttered as she and Lee pushed the gates open. As soon as they stepped in, they were bombarded with questions.

"What's going on?"

"Who the h**l are these people?!"

"Who's that?"

"I don't have time to explain," said Lee.

"Lee, are you OK?"

"Get him into the truck. I'll see what I can do," Kat said as Mark placed the teacher in the back of the pickup truck. "Can you fix him, Kat?", asked Kenny.

"Lee! LEE! What the h**l?! You can't just keep bringing new people in here What are you thinking?!", Lilly snapped. Carley sighed and shook her head as the other woman yelled.

"Hey, you wanna calm down for a f**king minute?!", Kenny shot back. "HEY! You watch your mouth!", Larry yelled.

"No, I don't! I want to know why all of you thought that bringing more mouths to feed was a good idea!", Lilly said.

"This guy would have died if we left him!", Max stated.

"So what?!", Larry asked. Max turned on her heel and glared at the man. "So we thought we could save him by bringing him here!", she countered.

"We are not responsible for every struggling survivor we find out there! We have to focus on our group right here, right now," said Lilly. "Hang on, we haven't even talked to these people yet! Maybe they can be helpful around here!", Carley said.

"Thank you!", Max said to Carley.

"Lilly, come on. These guys are just like us trying to survive this thing! We've gotta stick together to survive!", said Mark. "Mark, the only reason you're here is because you had food. Enough for all of us. But now the food's almost gone, and we have maybe a week's worth of it left! And I don't suppose that you are carrying any groceries, are you?", Lilly said as she turned to Ben and Travis. Ben looked at the ground. "Um... no," he admitted. "Do you see any bags in our hands?", Travis snapped.

"Whatever. You guys can fight it out," Mark said as he left to work on the fence. "Welcome to the family, guys."

Clementine walked over to Ben and tugged on his sleeve as well as Travis's. "Come over here and see what I drew."

"What? No, I-", Ben began to say.

"Just go with her, alright?", asked Max. Ben sighed in defeat and let the little girl drag him and his friend over to her drawings. Kenny walked up to Lilly and said, "You know, you like to think that you're the leader of this group, but we can make our own decisions, you know! This isn't your own personal dictatorship!"

"Oh come on! You two are being dramatic!", Carley exclaimed. Kenny and Lilly glared at her, but she ignored them. "Everything somehow turns into a power struggle between you two! I'm not gonna be a part of that!," the former reporter said as she walked away and sat down watching Clementine and Duck draw.

"Me either. Later," Max said as she trudged away from the group. She walked over to where Clem, Ben, Travis, Carley, and Duck were sitting and collapsed in a chair. "Are you OK, Max?", Clem asked looking away from her drawing. Max smiled slightly. "Yeah, Clementine. Just a little stressed out, that's all," she said. She looked over her shoulder and saw Lilly shoving some food into Lee's hand. "Guess that Lee's handing out the rations today," she thought as she looked back at the kids. Lee then walked over to them.

"Hi Clementine," he greeted. "How you doing?"

"OK," the little girl answered.

"Where's your hat?", Lee asked, noticing that it was missing. "I don't know. Can you help me find it?", she asked. Lee smiled. "Sure. Do you remember the time you lost it?", he asked.

"I had it a couple days ago," she said.

"I promise I'll find it. I'll let you know when I do," said Lee.

"Thank you Lee," Clementine said.

"By the way, you need something to eat," Lee said as he handed her an apple half.

"I love apples! Thank you Lee. Are there anymore?", asked Clementine.

"I'm afraid not. That was the last of them."

"Oh... Uh..."

Lee smiled. "Enjoy it. You deserve it, Clem," he said as he looked at Duck. "How you doing, Duck?", he asked.

"OK. Me and Clementine are coloring," said Duck.

Clementine held up her drawing. "Guess what it is," she said.

Ben glanced at it and said, "I don't know. A dog?"

Travis shrugged. "A pig?"

"Oh, I know! It's a goat, right?", Duck asked.

"No!", she said. Max held back a snicker and looked at the drawing. "Is it a cat?", she asked. Clementine smiled and nodded.

Lee chuckled and looked back at Duck. "You were pretty brave back there when we brought that guy in," he stated. Duck grinned. "That's cause I know that Mom can fix him!", he exclaimed. "You want some food?", asked Lee. Duck looked at him with an eager expression as the man handed him a slice of jerkey. "Thanks, I'm starving!", he said.

Lee then got up and looked at Max. "Hey Max," he greeted. "How you holding up?"

The disguised girl shrugged. "OK, I guess," she said. "Still a little stressed out after what happened in the woods." She glanced at Kat, who was working on patching up the teacher. "I just hope that Kat can fix him up," she muttered.

"Here. You need something to eat," he said as he held out a packet of crackers.

She shook her head. "No thanks. I'm good."

Just then, her stomach growled loudly.

"Shut up!", she thought.

Lee raised an eyebrow. "You sure?", he asked. Max put on a fake smile and nodded. "Yeah. I'm alright. I don't need any right now. Just worry about the others," she said.

Lee shrugged. "If you say so," he said as he left. Max sighed and leaned her head against the chair.

A few minutes later, Lee came back and walked up to Carley.

"Hey Carley. Sleeping any better?", he asked. The former reporter shook her head. "No, not really," she said. "Are you still thinking about what happened at the drugstore?", asked Lee. She nodded.

Max heard this and leaned forward in interest. "Lilly's having me hand out the food today," he said.

"That can't be an easy job," Carley remarked. "It's not. I won't be able to feed everyone here, so what should I do?", he asked. "Well, if you wanna get in good with Lilly, I'd make sure that Larry gets some food, even though he's a real pain in the a**," she said quietly so the kids couldn't hear. "I'd also make sure Kenny and his family gets some food so they remember you if they ever leave."

"What about you? You need food too," said Lee. "We ALL need food, Lee," Carley pointed out. "I can't really tell you what to do. But whatever happens, I know you'll be trying to do the right thing." Lee smiled. "Thanks Carley," he said. Hearing this, a goofy smile appeared on Max's face.

"You want something to eat?", he asked as he pulled out a packet of crackers. "How about you? You look like crap, Lee. When's the last time you ate?", she asked. "I'm OK," Lee said as he put the food back in his pocket. "I want you to have this, incase you or Clementine start to feel weak," said Carley. "I know I said it didn't matter when you saved me instead of Doug back at the drugstore but-"

"You don't owe me anything, Carley," said Lee before he walked away. Carley then noticed the goofy smile on Max's face.

"What're you smiling at?", the former reporter asked raising an eyebrow.

"Nothing," Max said in a singsong voice.

"Come on, tell me," Carley said with a smirk.

"Nope," Max said leaning back in her chair.

"You're no fun."

Max flashed a teasing grin before she looked at the two teenage boys next to her. "So who are you guys? Our group will wanna know."

"Ben. Ben Paul."

"Travis."

Max nodded. "I'm Max. Max Smith. This here is Clementine, Duck, and Carley," she said.

Ben looked over his shoulder. "That man you guys saved earlier is Mr. Parker, our band teacher. We came from Stone Mountain for the playoffs when... when all of this started happening," he explained.

"Well, I'm sure that Katjaa will be able to fix him up," Max said reassuringly. "I hope so," Ben muttered. "Is Katjaa some sort of doctor?", asked Travis. "Yeah, I guess you could say that," said Max.

"Ken, Lee, Max, come here please," Katjaa called.

"What now?", Max asked as she got up and walked over to the truck with Kenny and Lee.

"He didn't make it, did he?", asked Kenny. Katjaa shook her head. "He lost too much blood," said Kat.

"Son of a... I'm getting sick of this sh**," Kenny growled as he walked away, kicking a bottle in the process.

"Ken, wait, come back. There's nothing-"

"Katjaa, let him go," said Lee.

"But-"

"He just needs time, that's all. It's been a pretty rough morning," said Lee.

"That man you brought... I tried, but he was never going to survive," said Kat.

"Welll, at least he's not our problem anymore," muttered Lee. Max looked back at Ben and Travis. "What are we gonna tell them?", she asked.

Before anyone could say something, two cold hands rose up from the truck and and grabbed Katjaa from behind.

"SH**!", Max exclaimed as she leapt into action. Along with Lee, she pried the dead teacher away from Kat and pushed him back into the truck.

"THE AXE! HURRY!", she shouted before she was yanked into the trunk by the walker. She quickly grabbed its head and smashed it against the sides of the trunk.

"Watch out!", Lee warned as he grabbed a wooden plank and smacked the walker in the face, sending him back.

"Move!", Mark yelled as he swung the axe, only for it to get lodged in the window. "Sh**, it's stuck!", he exclaimed. Mr. Parker snarled as he got up and and grabbed Max's leg. With wide eyes, she quickly kicked the corpse away from her and backed away from it. She then fell out of the trunk and landed on her side on the cement with a thud.

The walker landed on top of her and tried to take a chunk out of her throat, but Max held it back. Carley ran up to her loading her gun. "SHOOT IT!", Max yelled as she desperately held the walker's head up high. Carley quickly placed the tip of her gun on the head and pulled the trigger, killing the walker. The girl heaved the corpse off of her and gasped for air.

"You OK?", Carley asked as she knelt down next to her.

"Yeah... thanks," said Max as she gasped for breath.

Everyone had gathered around to see what happened.

"Why'd you bring him in the first place, you a**hole?! You're gonna get us all killed!", Larry yelled at Lee as Carley helped Max back up.

"Dad, you need to calm down," Lilly said.

Kenny glared at Ben and Travis as he comforted Kat. "Why didn't you tell us he was bitten?!", he demanded.

"What?!", Ben asked.

"He was bitten and you didn't say a thing!", Kenny yelled.

"Look, he wasn't bitten!", Travis said firmly.

"Well, your 'not bitten' friend over there came back to wife, tried to kill Kat, and nearly ripped out my throat!", said Max as she glared at the two.

"Wait, y'all don't know?", Ben asked.

"What the h**l you talking about?", asked Kenny as all eyes turned to Ben and Travis.

"It's not the bite that does it. You come back no matter how you die," Ben explained. Max gasped as everyone's eyes widened. "If you don't destroy the brain, that's what happens."

"We're all infected?", asked Lee. "All of us?"

"I guess. All I know is that I've seen people turn who I KNOW weren't bitten," said Ben. "We first saw it happen when were hiding out in the school gym with some other students and teachers. We thought we were safe, but one of the girls, Jenny Pitcher, I guess she couldn't take it anymore and took a lot of pills. Someone went into the girls' room the next morning and found her. Soon, walkers started showing up in the gym and so far, I think that our group were the only ones to make it out alive," said Travis.

"BACK OFF!"

Everyone whipped around to see Carley aiming her gun at two men outside the gate. In their hands were containers for gasoline.

"Whoa, lady, relax!"' One of the men said. "Me and my brother just wanna know if you can help us out."

"I said back off!", Carley yelled. "Carley...", Lilly warned.

"What do you need help with?", Max asked in suspicion as she stood by Carley's side.

"We were wondering if y'all had any gasoline we could take back to our dairy a few miles away from here," said one of the men.

"Why do you need gas?", asked Carley. "Our place is surrounded by an electric fence. Generators provide the electricity. Our generators run on gas," said one of the men. "Look, we own a dairy farm a few miles away from here and if y'all be willing to lower your guns, we could talk about making a trade."

"Who are you?", Lilly asked.

"I'm Andy St. John, and this is my brother Danny," the man said introducing himself.

"How're y'all doing on food?", asked Danny. "We got plenty of it back at the dairy."

"Food?!", Max asked in excitement.

"Lee, why don't you and Mark go and check the place out and see if it's legit?", Lilly asked as she eyed the two men outside the gate in suspicion.

Carley put her gun in her pocket and looked at Lee. "I'll go with you. I got your back if anything there seems fishy," she said.

"Me too. You might need my help if you get stuck somewhere," said Max.

"So what do you say?", asked Andy. "Alright, it's a deal. We'll bring SOME gas to your dairy. In exchange, you give us some food to take back with us. We'll see how it goes from there," said Lee.

"That sounds fair. A couple gallons should be able to power one of our generators for a while," said Andy. Lilly turned to Ben and said, "You, go with them."

"What? Why?"

"You can help carry some of the gallons," said Lee. Ben slumped his shoulders. "Alright..."

Max pushed back the gate as Lee and Ben grabbed a couple gallons of gasoline. Mark, Lee, Carley, Ben, and Max stepped out into the street. "You ready?", asked Andy.

"Yeah. Let's go," said Lee as the group trudged into the forest and out of Lilly's sight.

"So this dairy you guys own... you really have food there?", asked Mark as they walked down the path. "Sure do. We lost most of the cattle to the dead, but we still have lots of milk, butter, and cheese stocked up," said Andy. "And with the vegetables we grow, we got plenty of food," said Danny. Max, Lee, and Carley walked at a slower pace.

"It's so nice to get away from that motel for once," said Carley. "This Lilly versus Kenny thing is really starting to get ridiculous."

"Tell me about it," Max muttered in agreement. "Personally, I'd be happier if you started to take charge more," said Carley. "You think that they'd want me as a leader?", asked Lee. "Sure. Everybody looks up to you," said Carley. "Including Clementine," Max pointed out. "Well, not everyone thinks I'm so trustworthy," Lee said.

"You mean Larry?", Max asked as she raised an eyebrow. Lee nodded. "Ugh. That jerk always yells at you with every chance he gets," she said. "Um, Max? Can you give us a minute?", asked Carley. The girl in disguise shrugged. "Sure," she said as she jogged to catch up with Ben, Mark, and the two brothers.

"So, why don't you tell us a little bit about yourself, Lee?", asked Andy. "I guess the motor inn is my home now," said Lee.

"That place has seen better days, huh?", asked Danny.

"You can say that again. That place was a mess when we first found it," said Carley. "Y'all seem pretty settled in at that motor inn. Who's running things there?", asked Andy. "Lilly's in charge, but most of us think someone else should be the leader," said Lee.

"How many people you got over there, anyway?", asked Danny. "Well, Ben and his friend Travis are new, but we also have enough to defend ourselves," Max replied. "That's good. It's getting pretty dangerous out there, you know," said Andy. "We'd love to get all of ya out to the dairy. Like I said, we've got plenty of food, and frankly, we could always use an extra helping hand."

"I used to help out on a goat farm during summertime," Ben said as he looked over his shoulder. "That's great. Everything helps!", said Danny.

"Our Mama's been running the dairy for as long as we can remember, but now it's-"

"You think they're gonna cut me out of this?!"

"Oh sh**, get down!", Andy whispered as they quickly crouched down. They hid behind some bushes and saw two men dressed in ragged clothing arguing. Max hid behind a tree with Carley, who had her gun ready.

"Nobody's trying to cut you outta anything," one of the mysterious men said.

"Great, just what we need. Bandits," Danny muttered.

"Bandits?", Lee asked looking at the brother. "Those look like the people who raided my camp!", said Ben.

"Who are they?", asked Max.

"A**holes, that's who they are," Andy whispered back.

"There's only two of them," Carley pointed out as they looked back at the argument. "And you know what?! We ate it all! What're you gonna do about it?", asked one of the bandits. "Don't worry. Danny and I got your back if something happens, but let's just wait this one out for now and hope that they go away," said Andy.

Suddenly, one of the bandits shot the other one in the head. "F**K YOU!"

Ben gasped as the bandit repeatedly shot the already dead bandit in the head shouting, "F**K YOU! F**K YOU!"

"Mother of...!", Max whispered as she clutched the tree tightly. The bandit spat on the other dead bandit before stomping away.

"The world out here has gone to sh**. Come on, let's get to the dairy where it's safe," Andy said as he got up. The others soon followed and walked away from the scene.

...

...

Soon, they had made it to a beautiful farm surrounded by an electric fence. "Here it is. Welcome to the St. John's family dairy!", Andy announced proudly. "Y'all can see how we've kept this place safe," he said gesturing to the electric fence.

"This fence keeps them out?", asked Lee. The other man nodded. "You betcha. They fry like bugs in a zapper," he said. "We're pushing 4000 volts through that thing with our generators and amps."

"I'm gonna assume that's a lot...", Carley stated.

"Have you guys ever had any accidents?", asked Max as they reached the house "Nope," said Danny. "It's safer here than it is out there," said the other man.

"This place looks untouched! You'd never know that the rest of the world's in ruins," Carley remarked.

"I thought I saw y'all with some company!", a red haired woman wearing a pink flannel shirt said as she walked down the steps. "Everyone, this is our mama," Andy said with a smile. "I'm Brenda St. John, and welcome to the St. John's dairy!", the woman said. Everyone nodded in greeting.

"This here is Lee. He and his group has been living down at the old motel," said Andy. "Oh my goodness, that place is pretty vunerable. Have you got someone with survival experience to lead your group?", asked Brenda.

Max wasn't sure how to answer that one. She opened her mouth to say something, but Lee beat her to it. "We work together, plus we got some people with military experience," he said. "That's good. That motel ain't the safest place. Now that y'all are here, we'll make sure you're safe and comfortable.

"Does that offer apply to the rest of us?", asked Lee. "We're all incredibly hungry," said Carley. "These are for y'all. Baked 'em fresh this morning," Brenda said as she help out a basket filled with biscuits.

"Amazing!", Carley exclaimed as she tried not to drool at the sight.

They handed the basket to Max. Lee and the group turned to her and were a little surprised to see that she was happily munching on a piece of bread. The disguised girl felt their eyes on her, swallowed a piece, and chuckled nervously.

"Hehe... sorry," she said scratching the back of her head. Carley smiled and shook her head.

"Can't get stuff like that anymore, not without a cow for milk and butter," said Danny.

"Your cow's sick? What's she-", Lee began but was cut off by Mark.

"We have a vet! We could bring her here and she could help you folks out!", said Mark. "A vet? Oh my, our prayers have been answered!", said Brenda. "Maybe our whole group could come over for the day," Mark suggested. "Well, how about this? You go and bring your veterinary friend and I cook y'all up some dinner? It'll be nice to have some folks to help out here again," said Brenda. Max grinned and wiped a bit of drool off the side of her mouth. "You had me at 'dinner'," she said.

"Danny, why don't you come help me out in the kitchen?", asked Brenda. "Sure thing, Mama," Danny said as he and Brenda walked into the house.

"Why don't I head back with the food and round everyone up for the trip back?", asked Carley.

"You might wanna take someone with you. Remember, these roads are dangerous these days," said Andy St. John.

"I can handle myself," said Carley.

"Here. Take this," Mark said as he handed her the rifle. "Why don't you take Ben and Max back with you?", Lee suggested.

"Alright. Take care of yourself, Lee. See ya in a while," Carley said as she strapped the rifle over her shoulder. The three turned around and started walking down the path.

"And try not to eat all the biscuits on the way back, Max!", Lee called out with a smirk. Max scowled playfully.

"Oh, shut up!"