"Lee!"

Clementine's gasp gained Max's attention. The girl turned around and was relieved to see that Lee had regained consciousness.

"It-it was a person! They tried to make us eat a person!", Clementine stuttered.

"But you didn't do it," Lee assured.

"The rest of us did! If you two lazy a**holes didn't drag your feet-", Larry growled as he glared at Lee and Max.

"Dad, now's not the time!", Lilly said.

"Did they hurt you, Clementine?", asked Lee.

"No."

"OPEN UP!"

"Lee, those psychos have my family and we're all stuck in a f**king meat locker!", Kenny exclaimed.

"This thumbsucker was the one who brought us here!", Larry snarled as he pointed an accusing finger at Lee.

"Everyone just shut the f**k up!", Max snapped.

"I'm scared!", Clementine said. "It's gonna be OK, Clem. I'm gonna find us a way out of here," said Lee before he got up.

"Come on, come on...", Max mumbled to herself as she frantically looked for a vent. "You alright, Max?", Lee asked, showing concern for the teen. "Yeah, I'm fine, but we need to get out of here! Those sick people have Kenny's family!", she said without looking at him.

"I'll break the door down, you mother-!"

Larry then gave a pained cry before he clutched his chest and fell to the floor.

"Dad! No, Dad, come on!", she cried before placing her ear to his chest. "He's not breathing. I think he's had a heart attack!", she exclaimed before she began performing CPR.

"Oh no, not now!", Max groaned as she clutched her head. "First Mark, now Larry!"

"Sh**! Is he dead?", asked Kenny.

"He's not dead! Someone help me!", Lilly yelled. Max knelt down and placed two fingers on his wrist. "Crap, he doesn't have a pulse!", she exclaimed.

"You know what has to happen, Lee. If he's dead and comes back...", Kenny said. "Think about it, you saw how fast that guy we saved in the forest turned."

"What are you saying?!", Lilly asked.

"Lilly, I'm sorry, I truly, truly am, but in just a few minutes, we're gonna be dealing with a six foot, three hundred pound, SERIOUSLY p**sed off dead guy!", said Kenny.

"He's not dead! We can bring him back! Lee! Max!", Lilly insisted.

"We'll mourn him later, but right now, we need to keep him from coming back!", Kenny said firmly.

"What?! Kenny, are you crazy?! We can't kill him, even if he is an a**hole!", Max said as she jumped to her feet. "There's a chance that he's still alive!"

"That man is dead, Max! We all know what happens next!"

"Kenny, listen-", Lee began.

"We all know what Ben and Travis said. Gotta destroy the brain...", Kenny cut him off.

"Kenny, no!", Max exclaimed.

"Come on, Lee! You can't be in the middle of this one! You've gotta have my back this time!"

"Lee, I need you! Please help me!", Lilly pleaded.

Max was speechless as she watched Lee look back and forth between the two. The man then ran to Lilly's side.

"Is he breathing at all?", he asked as he knelt down. "No, I don't think so!", Lilly answered. "OK, let me take over. Keep checking his pulse, Lilly!", Lee said as he began performing CPR on Larry. Out of the corner of her eye, Max saw Kenny grab a salt lick and gasped.

"Clementine, don't watch!", she exclaimed as she led the girl to the corner and had her look away.

"One... two... three... four... five..."

The next thing Max heard was a sickening 'SPLAT'.

"NOOOOOOOO!"

"KENNY, WHAT THE H**L?!", Lee yelled.

"I'm sorry, I'm so sorry...", Kenny muttered as he slowly backed away from them. Max, who held Clementine in a hug, looked over her shoulder and gasped at the sight. Larry's head was crushed by a salt lick, the one Kenny had grabbed.

"You-you just killed him!", she exclaimed. "I'm sorry, it had to be done!", said Kenny.

"You don't know that!", Lee snapped as he got up.

"Yes, I do! And so do you! I was counting on you, man!", Kenny said.

Clementine started to cry. Lee knelt down and asked, "Are you OK?"

"Is it over?", Clementine asked tearfully.

"Yes, for now. We still need to find a way out of here," said Lee before pulling the girl into a hug.

Max watched the two from a few feet away with her arms crossed. She smiled, but it quickly faded as she turned to Lilly, who was crying over Larry's corpse.

She was pulled back into reality by Lee's voice.

"There oughta be an air duct through this unit, maybe big enough for one us to fit through," he said. Max looked up at the air conditioner and rose an eyebrow.

"How're we gonna get it off?", she asked.

"I think I can take it off if I had something to remove the screws," he said. An idea then popped into his head. "The multitool!", he said as he reached into his back pocket, but felt nothing. He rolled his eyes. "Of course they took it."

"Maybe there's something else we could use. I've got a rock," Clementine suggested.

"A rock won't help... but a COIN might. Do you have a coin?", he asked. Clementine shook her head. "What about you?", he asked turning to Max. The disguised girl reached into her pockets, but found nothing.

"Nope."

She watched as Lee knelt down next to Lilly.

"I think I found a way out of here. But I need something to remove the screws on the air conditioner. Look, Larry mentioned that he had coins in his pockets..."

"What do you want? My blessing to loot his corpse?!", Lilly snapped.

"Your... permission."

Lilly sighed. "Do what you have to do..."

Lee grimaced as he reached into Larry's pockets and pulled out a couple coins. He then stood back up and walked up to the air conditioner and began taking the screws off with the help of the coins. With Kenny's help, he took the unit off, revealing an air duct.

"Here's our way out," said Max as she walked up to them. "Clementine can fit through it," Lee said.

"Looks like it will probably lead to that back room we found earlier," Kenny guessed. Lee knelt down to Clementine's level.

"You sure you can do this?", he asked.

"I'm scared..."

"It's OK to be scared, Clem," Lee reassured.

"We need you, Clementine," said Kenny.

Clementine nodded. "OK..."

Lee then picked her up and helped her into the air duct. "What do I do when I get out?", she asked looking back at them.

"See if you can unlock the door," said Max. Clementine nodded and began crawling through the air duct.

The four waited for an agonizing few minutes as they listened to Clementine crawl her way out of the meat locker. Their breaths hitched when they heard Clementine gasp. A moment later, they heard a 'click' and Clementine opened the door. All of them let out a sigh of relief. "Did anyone see you?", asked Lee. She shook her head.

"No, but there's a man outside."

Kenny then walked towards the door. "Where the h**l are you going?!", Lee hissed.

"Why do you care?", Kenny snapped as he left the meat locker.

Lee sighed before he turned to Lilly. "Lilly, I'm sorry, but we've gotta get out of here..."

"I know. I just need a minute to say goodbye..."

"Yeah, this is good...", they heard Kenny say from outside. Max frowned. "He's gonna get us killed!", she said. "Max, come with me. Clementine, stay here. Take care of Lilly, OK?", Lee said.

Clementine nodded. The two stepped out to find Kenny staring at the blood smeared everywhere. "I told you guys there was something up with this room! It's a f**king human slaughterhouse!", he said. The three crouched down and began searching for something useful while Kenny kept watch. Max found a taser and pressed the button. She was surprised a bit when she saw a bolt of electricity appear. "Cool," Max said to herself as she flicked it on and off as it gave off a dim light. "Max, focus. And be careful with that, you don't wanna tase yourself," Lee said as he grabbed a hay hook. "Um, right," she muttered as she placed the taser back down.

Kenny then started to open the door. "What the h**l are you doing?", Lee asked. "Getting my family back!", Kenny replied.

"What're you gonna do? Walk up to him and grab his gun?"

"Good a plan as any," Kenny said as he snuck out.

"KENNY!", Max hissed as she and Lee followed him, only to find Danny St. John sitting outside the barn with his back turned to them. The three started to quietly sneak towards him, but stopped short when they saw Andy walk towards Danny.

"Danny, what're you doing outside the barn?"

"Sh**!", Kenny whispered as the trio quickly slipped into a stable and closed the door.

"Just guarding the place like you said."

"Well, quit sitting around in the rain like a weirdo. Mama says we can't keep that many folks alive and not expect trouble. Pick one to keep, and kill the rest."

"What about the kid?"

"Not the kid. There's not enough meat on her to trade."

"What about the boy or the teen?"

Max's eyes widened at those words. "Those f**king sickos!", she whispered.

"They're talking about killing us!", Lee whispered to Kenny. "Guys, we should take him out together."

"How?"

"There's three of us, and one of him. He doesn't know we've escaped. When he walks to the meat locker, we take him out when his back is towards us," Max said.

"That sounds good. See what he's doing now," Kenny whispered. Lee nodded and cracked the door open slightly to see Danny setting up a bear trap.

"That sick f**ker thinks this is some kind of game!", Lee said softly. "See where he is now, Lee," said Max. Lee opened the door and found himself staring into the barrel of Danny's rifle. He quickly grabbed the gun and shoved it up just as he pulled the trigger. Lee winced as he grabbed his ear. Danny began to reload, but Lee quickly recovered and stabbed him with the hay hook. Danny screamed in pain before he shoved Lee back. Kenny froze as he watched Danny point the rifle at Lee's face.

Just then, Lilly jumped out of nowhere and stabbed Danny twice with a hook. Max used this opportunity and punched Danny in the face as hard as she could, causing him to step into his own bear trap.

"ARGH!", he yelled as the metal trap clamped into his leg. Lee got back up and gave Kenny a look as he stepped out of the stable. The man looked down in shame, unable To look at his friend in the eye.

"Kenny...", Max began.

"Look, I'm sorry. I froze when he aimed the gun at Lee and-"

"NOOOOOO!"

"KATJAA!", Kenny exclaimed as he dashed out. Max frowned.

"Kenny wait! You have to think this-"

Too late. Kenny was already out the door.

"-through."

Lee then picked up a pitchfork and glared down at Danny, who looked up at him with a sick, twisted grin. "You see?! You understand now, don't ya?! You can have me! It's how the world works now! Give a part of yourself so others can live!"

Lilly growled. "I should f**king kill you right now!"

Max couldn't believe what the cannibal was saying. "MARK NEVER VOLUNTEERED TO BE FOOD!", she roared as she went to Lee's side.

"You gotta keep me alive if you wanna live! If you kill me, the meat will get tainted! You can't eat it!", Danny painfully said.

"You're already tainted!", Lee growled as he held the tip of the pitchfork at Danny's throat.

"You ain't gonna kill me! Just like you didn't kill Jolene! You don't have the guts!"

Lee then threw the pitchfork into a hay bale next to Danny, surprising the man. "This is not how the world works now! YOU WON'T MAKE ME KILL YOU!", Lee yelled.

He then turned to find Clementine standing next to Lilly, who was holding Danny's rifle. The girl smiled up at the man, who smiled back briefly before he turned to the barn doors.

"Go," Lilly said. "I'll cover you."

"Just stay here and keep Clementine safe," Lee said as he turned around to leave.

"Lee, wait."

Lee turned back around to find Max looking at him with a determined expression.

"I'm coming with you."

Lee nodded and the two walked towards the barn doors, but before they left, Max glared at Danny one last time before they stepped outside.


The duo crouched down and hid near a pile of logs as they gazed up at the house. Just then, they heard a rustling noise and their heads jerked to the cornfield, where a lone walker was staggering towards the fence. The two tensed as the walker got closer. Just then, something slashed it across the back, causing it to collapse. A moment later, Carley came into view. Max smiled in relief at the sight of her best friend.

"Carley!"

Carley stood up and looked at the two in surprise.

"Lee? Max?"

Ben and Travis then came to her side.

"Ow!"

"Quiet, Ben!", Travis snapped.

"Is everyone OK? You guys have been gone way too long!", Carley said.

"We need your help!", Lee said. "Yeah, when you didn't come back, I figured something was up. What can we do?", Carley asked. "Larry's dead! The St. Johns are complete psychos! They chopped off Mark's legs and tried to feed them to us!", Lee exclaimed.

Carley gasped. Travis looked like he was going to be sick.

"Sh**! Is everyone else OK?", she asked.

"They've got Kat and Duck in the house and I have no clue where Kenny went!", said Max.

"We're coming in to help!"

"The main gate is too dangerous. Go around the fence and see if there's another way in. We'll keep looking for Kenny. Do you have a weapon?", asked Lee.

Carley brought out her Glock 17. "I don't leave home without it," she said as she loaded it. Travis winced. "Crap, why didn't we bring any weapons?!", he asked Ben. "Ben, Travis, stick close to me, and Lee, Max, you two be careful!", Carley said as the three walked away.

Lee and Max began to sneak up to the house as the rain poured on them.

"Just shut up and he'll be fine!"

Max growled and clenched her fists tightly.

"Something's up. I'm gonna take the boy and check around back," they heard Andy say.

"No, please don't take my boy!", Katjaa wailed.

"Danny? Is that you?", Brenda asked as they saw her silhouette through the screen door.

"Where's Katjaa and the kid?!", Lee demanded. Brenda gasped and backed away. The two walked up the small hill and onto the porch. Brenda could be seen holding Katjaa hostage with a gun pointed at her head.

"LEE! MAX!"

"Get back! Don't come in here!", Brenda yelled as she pointed the gun at them.

"Let her go, Brenda!", Lee exclaimed as the two stepped inside.

"Please don't take another step!"

"Brenda, come on, you know you don't wanna do this!", Lee said.

"Just go away and leave us be!"

The two slowly approached her.

"STOP RIGHT THERE! I MEAN IT!"

"Think about what you're doing, Brenda. It doesn't have to end like this," Lee said calmly.

"Please don't make this worse...", said Max.

"I'll kill her, Lee!", Brenda said as she began to slowly back up the stairs.

"Let her go!", Max ordered. "Please listen to them!", Katjaa pleaded.

Lee and Max slowly walked towards them, and with each step, Brenda took a step back up the stairs. Max looked up and her eyes widened. At the top of the stairs was an undead Mark, who was clawing the air reaching for Brenda.

"Mark..."

"I don't wanna kill you, Lee! And not you, either, Max!", Brenda said as she pointed the gun back at them. Suddenly, she was grabbed by the zombiefied Mark, who bit her in the neck, causing her to let go of Katjaa.

"They've got Duck!", Kat exclaimed as she ran up to them.

"I said don't move, a**hole!", Andy yelled from outside.

"Don't you f**king hurt him!"

The three dashed outside to see Kenny confronting Andy, who held a gun at the back of Duck's head.

"Let him go!", Lee yelled. While Andy was distracted, Kenny lunged forward, but Andy reacted quickly and shot Kenny in the hip. Max gasped in horror as the man fell down.

"DAD!", Duck cried as Katjaa ran to Kenny's side.

"Who the f**k do you people think you are?!", Andy screamed.

Lee held his hands up. "Calm down-"

"CALM DOWN?! All we wanted was some gasoline!"

Suddenly, a gunshot rang out and a bullet grazed his ear. They looked to the right and saw Carley standing there with her gun held out in front of her.

"DUCK!", Max yelled as Duck ran away from Andy. The girl then lunged forward and punched Andy in the face, forcing him to drop the rifle. "This one's for Mark!", she growled as she delivered another punch and kneed him in the stomach. Suddenly, he punched her in the face, causing her to stagger back. He used this opportunity and grabbed the dazed girl and picked her up.

"MAX!", Lee exclaimed as he watched her struggle to get out of Andy's grip. "Hold still, boy!", the cannibal growled.

Max then chomped down on Andy's hand as hard as she could, causing the man to cry out in pain and let her go. "SON OF A B**CH!", he yelled. The moment her feet hit the ground, she whirled around and kicked Andy back before running to the group.

"NOW!", she yelled as Lee lunged forward and began to wrestle with Andy. The two then tumbled down the hill and through the wooden fence. Andy recovered quickly and kicked Lee in the face before he limped over to the generator and started it up, turning on the electric fence. He then grabbed Lee by the back of his jacket and began dragging him towards the fence. Lee struggled with the cannibal as he tried to force Lee to bite into the wire. Just then, Lilly and Clementine stepped out of the barn.

"LILLY!"

Lilly nodded and shot Andy in the shoulder, sending him flying to the ground. Lee then pinned Andy down and began punching him.

At this time, the group had gathered up and watched him from a distance away. When Andy's face began to swell up and bruise, Lee stopped and got off of him.

"Is that all you got, Lee?! You ain't sh**!", Andy groaned.

"It's OVER!", Lee exclaimed.

"F**k you! As soon as Danny and Mama get here, all of you... all of you are f**ked!", Andy yelled as he struggled to his feet.

"I said it's over!", Lee yelled. Andy staggered back as if he has been hit again. Lee then turned around and started walking away from the fight.

"Don't you DARE walk away from me, Lee!"

Lee ignored him and kept walking as Andy fell to his knees.

"GET BACK HERE AND FINISH THIS!", Andy demanded. Lee froze and looked back at Andy, then the group. He looked at Carley, who stood next to Max. Clementine stood next to the teen with a terrified look. Lee shook his head and walked towards the group.

"LEEEEEeeeee!"

"They're getting in!", Clementine exclaimed as she pointed at the walkers that had gotten through the fence.

"Let's go!", Lee said as he walked past the group. They quickly followed, but Max and Lilly looked at Andy one last time before they caught up with the group as the walkers invaded the dairy.


A little bit after they left, it had ceased raining. The entire group was quiet as they walked down the path in the woods.

Carley caught up to Lee, who was in the lead. "Hey Lee, I'd say I'm sorry that Ben, Travis and I left the motor inn unattended, but you know..."

"I'm glad you showed up when you did. If you hadn't shot him, we might not have gotten out of there," said Lee.

"Were they really killing people? For food?", Carley asked.

"Yeah, and Clementine almost ate some," said Lee.

"But?"

"Max and I stopped her. I can't leave her alone, Carley. This f**king world... it's just hiding unspeakable sh** at every turn."

"Katjaa managed to grab this when she was in the house," Carley said as she reached into her pocket and pulled out a camcorder. "She said it was with your stuff."

Lee rose an eyebrow. "I found this when I was looking for the people that shot Mark," he said. "You want it?"

Carley smiled. "Why don't you keep it. You could use it to document your thoughts," she suggested. She then looked over her shoulder and saw Max trudge up to them with her hands shoved in her pockets. "Are you OK, Max? That punch looked like it hurt," Carley said as she and Lee looked at the teen in concern. Max smiled lightly.

"Yeah. That hurt like h**l, but it stopped hurting a little after we left," she said. The three turned around and saw that Duck and Katjaa had gathered around Kenny, who was leaning over and clutching his side.

"Are you alright?", Katjaa asked her husband.

"I'll be fine. I'm just not as young as I use to be," Kenny said with a fake smile. Duck seemed to buy it just as Lee and Max walked up to them.

"Uh, hon? Why don't you go on ahead and give me, Lee, and Max a second?", he asked. Katjaa complied and she and Duck walked away from the three. He then sighed. "There's gonna be a fallout..."

"For killing Larry? Yeah, I would imagine so," said Lee.

"What do you think?", Kenny asked. Lee frowned. "You're no hero. You just destroyed two lives in that meat locker."

Kenny sighed and walked past them. "Kenny, you're not a bad man," Max reassured. "But what the h**l are we gonna do now?"

She sighed and looked over her shoulder to see Clementine walking towards them. "Come on, Clementine, stay close," said Lee.

"Lee, Max, are those bad people dead?", asked the young girl.

Max sighed. "We didn't kill them, so I honestly have no clue, Clem."

"Hey Dad? What's that noise?", Duck asked, gaining everyone's attention. Everyone froze and listened closely.

"It sounds like a car...", said Kenny.

"Not more strangers...", Ben mumbled.

They quietly rounded the corner to find an abandoned car with the headlights on in the middle of the road. Lee and Kenny crouched down. "Don't shoot, we're here to help!", Lee called before the two quietly snuck up to the vehicle, only to find that there was no one there. Lee reached in and pulled the keys out.

"Oh crap!"

The rest of the group gathered around the car as Kenny peered into the trunk. Inside were boxes filled with supplies and food.

"This food could save all of us," said Katjaa.

"Not ALL of us...", Lilly said. Max sighed as Kenny glared at the woman.

"We hit the freaking jackpot!", Travis exclaimed.

"Wait guys, we don't know of these people are dead," Ben said crossing his arms. "If we took this food, we'd just be monsters that stomped out of the woods and ruined their lives," said Lilly agreeing with the teen.

"Dad, whose car is it?", asks Duck. "Doesn't matter, Duck. It's ours now," Kenny told his son.

"Don't worry, Ducky, it's abandoned," Katjaa assured.

"But what if it's not?"

Everyone turned to face the girl. "What if it's not abandoned? What if it IS someone's? They could come back at any minute," said Clementine.

Lee walked over to the girl. "You're right, Clem. We shouldn't take this."

"What? Dd you get some meal the rest of us missed out on? We have to take this stuff!", said Kenny.

"We'll survive without it, Kenny," said Lee.

"Well, the rest of us are taking this food," Kenny said as he held his hand out expectantly. Lee sighed and threw him the keys.

"Screw that, I'm not taking part in this," Max sighed as she went to Lee and Clementine's side.

"OK, have you lost it?", asked Travis. "Travis, leave him alone," Ben told his friend.

"OK, what do we have in here?", Kenny asked as he opened the trunk. Max, Lee, and Clementine stood on the side and watched them take the supplies.

"See if there's any water," Carley advised.

"Lee, there's a hoodie in here, could probably fit Clementine," Katjaa called. Clementine looked up at the man and shook her head. "She's good, thanks," Lee said.

"It's gonna get cold," said Kenny.

"Hey. I found some batteries in one of those boxes. I thought you could use them for your camcorder. Here, you could have some too, for your walkie talkie," Carley said as she handed Clementine a pair of batteries. Lee smirked.

"Batteries, huh? Think you can handle those?", Lee asked as he and Max grinned.

Carley frowned. "You're not gonna let me live that down, are you?"

Lee laughed. "Nope," he said as Carley placed the batteries in. She then gasped.

"Lee, Max, you're gonna wanna see this," she said as she held the camcorder out. Lee and Max looked at the screen and gasped. "Oh sh**," Lee breathed as the three began to watch the recordings.

"Son of a...", Max gasped out.

The screen showed them moving cars the first few days they were at the motor inn. It skipped to another recording, showing Max arriving with Lee and Carley on her first day at the motel. The scene then skipped to the camcorder being thrown down and showing a bandit gang up on a woman.

"JAKE, BART, LINDA, AND ALL Y'ALL F**KING SICKOS FROM THE SAVE-LOTS! THEY CALL Y'ALL BANDITS BUT YOU'RE F**KING RAPIST MONSTERS-"

The scene was cut short as it skipped to another clip, showing Lee talking to Clementine about her hat.

"Y'all thinking you're safe?!", the woman asked as she turned the camcorder towards her. "You're all sittin' there acting like things are how they used to be. The dead don't kill their own. It ain't the dead you need to be afraid of, it's the LIVING... the people who took...", she said tearfully. "Don't you 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 you," the woman said before the clip ended.