Chapter 1: Goodbye, She Quietly Says


Lee and Kenny in Macon.

In Macon, Lee and Kenny are on a supply run.

Kenny: The place looks deserted. Looks like this is our lucky day.

Lee: I don't like it. Keep your eyes open, alright?

Kenny: Just trying to be optimistic.

Lee: Let's just get to the pharmacy.

The two continue walking.

Kenny: You make up your mind yet?

Lee: About what?

Kenny: When it comes to getting the hell out of Macon, I bet you're in the "let's stay put" camp, considering I been pushing everyone to leave.

Lee: We should go. The motel's run its course and it's not safe.

Kenny: Well if that's what you think we should probably speak up. Lilly's dug in.

Lee and Kenny arrive at he pharmacy.

Kenny: Okay, just like last time. Over the truck, into the pharmacy and scrape together whatever supplies are left.

Lee: There's not much in there.

Kenny: We're out of options. Something's better than nothing.

Kenny climbs up the ladder on the side of the truck but accidentally loosens it.

Kenny: Ladder's come loose. I'm not sure how many trips she's got in her.

Lee: I'm not sure how many trips we've got in us.

Kenny: No kidding.

Lee tries to climb up the ladder but it becomes detached.

Lee: Looks like she's had it. I'll find another way up.

Lee uses the winch of a nearby jeep and connects it to the truck.

Kenny: Lilly's not doing so good, huh.

Lee: You killed her dad.

Kenny: I did what I had to and you know it.

Lee activates the winch control and the jeep is pulled towards the truck.

Kenny: Your girl still upset with me stealing stuff from that car last week?

Lee: I haven't asked.

Kenny: You even talk to her anymore?

Lee climbs up the jeep.

Kenny: Duck was asking about that guy at Hershel's last night.

Lee: Really? I wasn't sure it phased him.

Kenny: Of course it did.

Lee: It was a scary situation for him, Shawn dying and all.

Kenny: I'm just worried he'll always think it's his fault. Anyway, I'll pull you up.

Lee: You sure you're up for this?

Kenny: I'm fine, Lee. Give me your hand.

Kenny drops Lee due to his injury. Lee falls onto the jeep.

Lee: Nice one. Next time I'm bringing Chet.

???: Argh! Go away! Go away!

A woman bursts out of a store with walkers hot on her heels.

Woman: Argh! Somebody help me! Oh, god!

Kenny: What the hell is that? A walker?

Lee: Walkers don't scream, do they?!

Kenny: I don't know, man.

Lee: It's a woman. We have to help her.

Kenny: How? We can't get to her.

Lee: We gotta do something! We gotta shoot her, put her out of her misery.

Kenny: They don't know we're here. We leave her alive and she draws them all to her, buying us time. Think about it. We're always worrying about the ones we can't see. She stays alive and brings them all out of their holes.

Lee decides to shoot the woman.

Kenny: Goddamnit, Lee. Look at what you just did!

Kenny and Lee enter the pharmacy.

Kenny: Get everything you can out of these racks. Don't forget underneath the counter this time. I'll clear down here and we gotta go!

Lee grabs as much supplies as he can. 

Lee: Alright, I think that's all of them.

Kenny: Fuck, incoming! Come on, Lee!

Kenny and Lee jump over the counter to escape. Walkers barge in a door near Lee, pinning him under them.

Lee: Kenny! Help!

Kenny helps pull the door off Lee.

Kenny: The fridge!

Lee pushes a fridge over, blocking the entrance.

Kenny: Now, let's fucking get out!

Lee and Kenny manage to escape through a hole in the wall.

Chapter 2: Bad Blood

Lee and Kenny arrive at the motor inn.

Clementine: Lee, you're back! Mark found some stickers in a drawer and I put them on my walkie!

Lee: Het sweet pea, that's neat. I'll see you in a minute.

Kenny: Ben's on lookout again.

Lee and Kenny go to Lilly's room.

Kenny: Looks like we've got the kid on watch again. Might as well leave a sign that says "the men are gone, come rape our women and children."

Lilly: What did you get?

Lee: A lot of stuff.

Lilly: Good, this will keep us going and we might make it through the winter.

Kenny: The winter? We'll freeze our asses off here.

Lilly: Because piling into an RV with you, after what you did to my dad, is so appealing.

Kenny: Why wouldn't it be? We've gotta keep everyone safe.

Lilly: It's safe here.

Kenny: Take a look at the wall. That's not grafitti, those are bullet holes and we've got enough arrows sticking out of them to dry our laundry.

Lilly: It's suicide out there.

Kenny: We'll die in here.

Lilly: You're right. You could see someone sleeping and kill one of us.

Chet: So, you two are, uh, having a disagreement?

Kenny: Cool it, Chet.

Lilly: Don't boss people around.

Kenny: I'm sorry, someone needs to make executive decisions for the group and I don't think you're capable anymore.

Lee: We're strongest together. You might think I'm on her side but there are no sides, damnit. 

Kenny: What about food? What about protection? What about when this place falls? Somebody's gotta be thinking about this shit.

Lilly: How has this not been working? We have everything we need.

Kenny: 'Cause of me, Lilly.

Lilly: No, because Lee knows how to take care of people, not just things.

Lee: We deal with shit as it comes, just like we always do.

Kenny: And when 15 bandits hop over the wall in the middle of the night? What then? You just gonna deal with that?

Lilly: Everything that happens to us is another excuse for you to pull this crap about leaving. All I want is a week of peace. Of not hearing it.

Kenny: We wouldn't even be arguing about our medicine and supply stocks if Lee hadn't fucked up downtown. Some woman came screaming out of an alley and she had dead hanging all over her. She was making so much noise that we would have had plenty of time to get what we wanted. Smart guy here shot her.

Lee: I couldn't let her suffer.

Kenny: We're all suffering. We've been putting our lives on the line doing these runs into the town. You wouldn't believe the shit we see. Macon and its people aren't salvageable. It's a town of walkers and the people who were left are dying and wandering out onto the streets. It's hell on earth and it's coming. This way.

Lilly: It's NOT going to be easy out on the road!

Kenny: What do you know?

Lilly: What I know?! I know you're not above murder! I know that somebody's been stealing our supplies! That's right, STEALING! And I know that the list of people I can trust here gets smaller every day! Now everybody GET OUT!

Chet: Happy, Kenny?

Kenny: My family's okay and that RV is ready to go. You're goddamn right I am. All I know is whenever this shit happens I'm the fucking bad guy. I'd like a thank you for once. FOR ONCE.

Chet: It's a rough day.

Lee: Yeah. I've been calling them just "days" lately.

Chet: I don't know what it is but it's probably worth talking to Lilly about things going missing. Ever since Larry died she's been a live wire. And now if she's paranoid? That's a bad mix.

Lee: Yeah. You're right.

Lee talks to Clementine.

Lee: Hey, Clementine. What are you doing?


Clementine's leaf rubbing.

Clementine: It's a leaf rubbing. My teacher taught me how to do it when we went to the Botanical Garden once. See? It's the same. ... Kind of.

Lee: That's really something. 

Clementine: I'll make one for you too.

Lee: Do you like it here?

Clementine: I don't LIKE it here.

Lee: Do you want to leave?

Clementine: Where are we going?

Lee: Somewhere else.

Clementine: I don't know. Maybe if I knew where.

Lee: Yeah. It'd be a good thing to know.

Lee talks to Lilly in her room.

Lilly: I'm sorry.

Lee: You don't have to apologize. You just have to chill out.

Lilly: I know. I'm trying. I just feel like a crazy person.

Lee: Can I do anything for you?

Lilly: Yeah. There's a traitor, somebody, one of us, out there. He or she or they have been taking supplies.

Lee: For real? Who? What evidence do you have?

Lilly: For real, and I don't have shit. I just know. The count's off and antibiotics, oxy, anything with opium in it. 

Lee: I see the count and it's fine.

Lilly: I keep my own. That one's getting messed with. I'm a mess right now but I'm not stupid. I know what happens if I start a witch hunt.

Lee: You want me to start one?

Lilly: I want you to poke around.

Lee: What do you have to go on?

Lilly: I found this flashlight tossed into the garbage. We don't throw away equipment, we fix it. You would only get rid of a flashlight if you were using it when you shouldn't.

Lee: Alright, I'll help you out.

Lee goes outside and finds Duck eavesdropping.

Lee: Duck?

Duck: I heard you two talking.

Lee: You need to unhear all of that.

Duck: Can I help?

Lee: What did I just say?

Duck: You're the greatest detective and I can be Dick Grayson! Your ward!... That's Robin.

Lee: I know who it is! ... Fine, you're Robin. Just go around and let me know if you find anything weird.

Duck: I'm on the case!

Lee talks to Carley.

Carley: Things are getting hard.

Lee: You could say that.

Carley: Well, I think you did good today. And I find myself thinking that most days. With Lilly wound up the way she is, I don't want to see her paranoid.

Lee: No question.

Carley: What I wanted to say was... I've been thinking about you.

Lee: I think about you too.

Carley: Our group is small.

Lee: You're small.

Carley: You're a convicted killer.

Lee: Carley, jesus...

Carley: And I think people should know. Not because they deserve to and not because you're a bad man. I think the opposite of those two things. People need to know because we're hanging by a thread here and I can't see Lilly talk about you without thinking it's the next thing she's gonna say. You don't have to tell everyone, but think about who you trust and take the opportunity when you have it.

Lee: You're probably right.

Carley: Of course I'm probably right. People might be pissed and telling them might cause trouble, but it will be a far cry from what will happen if they don't hear it from you.

Lee: Yeah.

Carley: So you'll do it then?

Lee: I'll let people know.

Carley: Good. It's for the best. 

Carley kisses Lee on the cheek.

Carley: Don't call me small.

Lee: You really think people will be ready to hear about me?

Carley: It's not a matter of ready or not. There's never going to be a good time but there are going to be a lot of bad ones. Right now doesn't seem like one of them. But everyone's different. Who knows how each person would take it, right? Maybe it's worth thinking about who you want to tell.

Lee: Do you feel safe here?

Carley: Show me a bath with a heated floor in a highrise apartment and hand me a full-bodied Malbec, and then I'll feel safe. This place is fine but we all know that could change any second.

Lee: Do you know anything about this flashlight?

Carley: It's broken.

Lee: I know it's broken.

Carley: And the batteries might be in backwards.

Lee: ... It uses just one.

Carley: Everything should. ... What was the question?

Lee: Did you break it?

Carley: Nope.

Lee: You have any thoughts about Lilly?

Carley: I worry about her. She keeps trying to run things but it's just not working.

Lee talks to Kenny and Katjaa.

Lee: How you doing?

Kenny: Just having a little spat.

Katjaa: We carry guns now and, well, I don't like it.

Kenny: It's how it's gotta be.

Katjaa: I know, I'm just not getting used to it.

Lee: Katjaa, can I talk to you for a second?

Katjaa: Sure, what is it?

Lee: I've killed. You've always looked at me with kind eyes and I wonder if you would still do that if you knew I was a convicted felon.

Katjaa: My goodness, for what? How much trouble can a teacher get into?

Lee: Plenty, but it had nothing to do with that? It was for murder. He and my wife were...

Katjaa: That's enough. I want to know what happened in the meat locker at the dairy.

Lee: I was giving Larry CPR and Kenny put a stop to it. 

Katjaa: What did he do?

Lee: He smashed his head in.

Katjaa: Everything keeps... changing.

Lee talks to Kenny.

Lee: Got a second, Kenny?

Kenny: What is it?

Lee: It's important.

Kenny: Alright.

Lee: I was on my way to prison three months ago.

Kenny: Damn, what did you do, Lee?

Lee: I killed a guy in a fight.

Kenny: Is there anything else in your past that's going to come out?

Lee: No.

Kenny: Good. If we gotta make numbers when it comes to a boat, this is gonna matter.

Lee talks to Kenny and Katjaa.

Lee: You guys trust everyone here?

Kenny: Mostly. I have my problems with Lilly but I don't distrust her.

Katjaa: We can't turn on each other any more than we have.

Lee: You guys know anything about this flashlight?

Katjaa: That's strange, we don't have many of those.

Kenny: I think I saw some glass over there near the RV.

Lee talks to Mark.

Lee: What are you doing there, Mark?

Mark: I'm reinforcing the wall. Man, I could speed things up if Larry was here. I can't believe I'm saying this, but, Larry didn't deserve that.

Lee: Yeah. Kenny did a bad thing, that's for sure.

Mark: You think he was still there when Kenny grabbed that salt lick?

Lee: I don't know, man. Anyway, I have to tell you that I was going to prison three months ago.

Mark: No shit?

Lee: No shit.

Mark: It wasn't for touching kids, was it?

Lee: Come on, man.

Mark: What? I gotta ask.

Lee: I killed a guy in a fight.

Mark: Well, he must have been a real piece of shit if you had to haul off and kill him.

Lee: We're straight, then?

Mark: Look at everything this mess has gotten us into, Lee. I'm sorry you had to go through whatever you went through. We're straight.

Lee talks to Ben.

Lee: Hey, Ben.

Ben: What's up, Lee?

Lee: I need to tell you something.

Ben: Is it about my lookout? I'm trying to do a good job.

Lee: You're doing fine. I was on my way to prison before this.

Ben: Whoa, seriously? What were you in for?

Lee: It's... not important. If you hear anything, it's probably true and now you know.

Ben: Thanks for trusting me, man. I, uh, I...

Lee: Relax. Have you seen anything out there? Is there anybody out there up to anything?

Ben: Nope. All quiet. Which is good.

Lee: A flashlight got broken. Was it you?

Ben: ... No.

Lee: You're not in trouble if you did it. I know you get nervous a lot and maybe you went to the bathroom, broke it, got worried and tossed it.

Ben: What's with the third degree? I didn't break any flashlight.

Lee: ... Okay then. What do you think about Lilly?

Ben: She scares the crap out of me. I'm just worried she's gonna snap.

Lee talks to Doug.

Lee: Hey, Doug, I need to tell you I was a convicted killer.

Doug: Whoa, why are you telling me this out of the blue, Lee?

Lee: Carley advised me to do so. She said it would help strengthen our trust in each other.

Doug: Well, Carley was right, Lee. Thanks for trusting me on this.

Lee: Do you know anything about this flashlight, Doug?

Doug: Well, I can tell you-

Lee: Wait wait wait, I know that you know everything about this flashlight. I just want to know if you know how it got busted.

Doug: Sorry, I don't. I'll keep my eye out for suitable parts, though. That'll give me something useful to do.

Lee: What are you doing right now?

Doug: I'm tearing down this furniture to patch up the wall. Anything I'd like to contribute needs batteries or tools I don't have. If we go on like this, we'll have half the motor inn piled up out here before we know it. I feel worthless on watch because I'm not good with guns and I just wish I was more helpful to you all.

Lee talks to Chet.

Lee: Do you know anything about this flashlight?

Chet: Nope, sorry.

Lee: I need to tell you something. I, uh, was going to jail for committing a crime when the outbreak began.

Chet: Jesus, Lee... What for?

Lee: For killing someone.

Chet: Well, you've made up for that by leading us this far. Don't dwell on your past.

Lee: Thanks, Chet. You ever come down to Macon much?

Chet: Didn't have much reason to. What's in Macon? It's kinda a waste of time compared to Atlanta.

Lee: I grew up in Macon.

Chet: Oh, uh... I didn't mean it was crappy or anything. I think it's nice, was.

Lee: What do you think about Lilly?

Chet: I dunno. I guess I'm sad. Nobody deserves to lose a parent like that.

Lee: You don't think that would make her delusional, do you?

Chet: I think it can make you anything. Nothing good.

Lee finds some glass on the ground.

Lee: There's some broken glass here... and it fits the flashlight.

Lee finds a pink X behind a corner of the wall.

Lee: It's chalk.

Duck: Pink. Hmm... what do you think it is?

Lee: It's pink chalk... which is weird.

Duck: Maybe it's a sign! Alright, back to investigating!

Lee sees Clementine with some chalk.

Lee: Do you have any pink chalk?

Clementine: No. It's gone somewhere. Do you want blue?

Lee: I'm fine. I just need to tell you something. The day you and I first met, I was in a car accident.

Clementine: I remember. Your leg was bleeding.

Lee: The car I was in was a police car and I was on my way to jail for committing a crime. I need to tell you now because I don't want you to hear it in any other way. Do you have anything to say?

Clementine: I don't think so.

Lee: That's good. Did you break a flashlight?

Clementine: No. Did Duck say I did?

Lee: No. Why do you say that?

Clementine: He's just always blaming me for stuff.

Lee: Like what?

Clementine: Putting a bug under his pillow.

Lee: Did you do that?

Clementine: ... Yes.

Duck: Psst, Lee! I found this piece of chalk and a scuff of it near the gates.

Lee: Really?

Duck: Totally! I was searching for clues and...

Lee: Yeah, Duck. I got it. Good job.

Lee high fives Duck.

Lee: You seem to know a lot about this. The chalk, you found the scuff here... this is going to sound crazy, but you're not involved, are you?

Duck: No, I'm a good guy!

Lee: Did you find anything else?

Duck: Just the chalk. I also found some bugs underneath the stairs. Don't tell Clementine.

Lee: ... Okay, I won't. Did you break the flashlight?

Duck: No, mom and dad wouldn't let me touch any of their stuff. Lilly neither.

Lee: That's probably for the best. Stay inside the gate.

Duck: I will, I will.

Lee goes outside and investigates. He finds a bag of supplies hidden behind a grate.

Lee: Son of a bitch...

Lee heads to Lilly's room.

Lilly: Did you find anything?

Lee: I found this. It's got a bunch of meds in it. It was in a grate on the outside wall and there's a sign on the other one.

Lilly: Holy fuck. We line everybody up. Somebody is killing us. Stealing supplies is the same as slipping into your room at night and cutting your throat while you sleep. You die. What's the difference? What if someone gets sick and we don't have what we need? What the hell?!

Voices from outside are heard.


Lilly: Who the fuck is that?!

Lee: They've got our people out there!

The others are held hostage by the bandits.

Lilly: They're gonna start kicking in doors any second!

Lilly grabs a rifle.

Lee: What the hell are you...?

Lilly: Stall them. Just keep them talking. Do what you can to stop him from pulling the trigger!

Lee heads outside with his hands raised.

The bandits.

Jake: Enough of this bullshit! You two, check the second floor and start putting your boot to those doors!

Bandits: Hell yeah!

Lee: Why are you doing this? Just leave us the fuck alone!

Jake: Why?! This fucking guy! WHY?! Because we gotta, that's why!

Lee: What will it take to reach a deal?

Jake: About twice as much as you've been giving us!

Lee: You got it.

Jake: Is that so? Well, I suppose we've gotta hash out some terms then.

Bandit: I don't like no hash!

Jake: Man, shut up or I'll-

Jake is shot in the head by Lilly, who has snuck upstairs.

Carley grabs Jake's gun and shootstwo of the bandits. The third bandit tries to escape, but Chet manages to shoot him. The bandits come out of the woods and attack.

Bandits: Get back there and smoke them out!

Mark hands Lee a rifle.

Mark: We've gotta get the fuck out of here!

Lee: No shit!

Mark: Get those sons of bitches! Help our people and get them to the RV!

Mark shoots several bandits that have Ben and Chet pinned down.

Mark: Get over here! Now!

Chet: Man, you saved our asses!

Bandits: Behind the RV!

Lee sees Clementine, Duck and Katjaa pinned down.

Lee: Katjaa! Hang on!

Lee shoots the bandits and manages to save them.

Clementine: Lee!

Lee: It's alright, Clem. Get inside!

A walker jumps on Katjaa and Duck but Lee manages to shoot it. Carley helps them to the RV.

Lee: Lilly! Get to the RV!

Kenny: Screw her! Let her stay!

Walkers arrive, triggering Doug and Chet's alarm triplines.

Doug: Lee! Walkers!

Chet: Shit, hurry with that RV, Kenny!

Carley, Mark and Lee fend off the walkers.

Chet: The right bells!

Mark: Gotcha!

Doug: To the left!

Carley: More of them!

Kenny: Fucking hell, it's not starting up!

Doug opens the engine compartment and bangs it with a hammer.

Mark: Doug?!

Doug: It's the solenoid!

Kenny: Alright, it's running!

Lee: Lilly, last chance! Get down here!

Lilly: Goddamnit.

Lilly gets in the RV and everyone escapes the overrun motor inn.

Chapter 3: Hit The Road

Kenny: Kat! Are you okay?

Katjaa: I'm fine! I'm fine!

Mark: Is everyone else okay?

Chet: We're okay, right? You okay, Duck?

Kenny: He's alright, he's alright!

Mark: What about Katjaa?

Kenny: Her head's split open!

Katjaa: I said I'm fine!

Ben: Oh shit oh shit oh shit...

Carley: Everything's fine, Ben.

Lilly: Everything's not fine. We need to find out why this happened. We just lost everything.

Chet: We're lucky as hell we have this RV!

Lilly: Somebody in here caused this.

Kenny: Settle down back there! The bandits have had our number for weeks.

Lilly: This is different. Somebody was working with them. Woever it was were slipping them supplies. They didn't get their last package so they attacked. 

Kenny: Calm down back there! That's nuts!

Lilly: Lee found a bag of meds hidden outside the wall.

Lee: It's true.

Lilly: So, Carley. Is there something you want to say?

Carley: Please.

Lilly: We have to get it out of you, then?

Carley: Back off.

Lilly: You're in no position to make demands, Carley.

Mark: Hey hey hey, you're just pointing fingers!

Lilly: I didn't just come up with this. I've had my suspicions.

Lee: Carley's trustworthy. She's not a traitor.

Lilly: She can fight her own battles. Unless the two of you are working together.

Chet: Hey, that's ridiculous.

Lilly: What about you, Ben?

Ben: Whoa, what?

Doug: Uh, Lilly, let's just think about this logically, okay? 

Lilly: Logically? The new guy who could have been easily a plant? I think that's logical enough, Doug.  

Chet: You think Ben would do anything to hurt us guys?

Mark: Why Ben? What makes you think it was him?

Lilly: He's always so eager to see what supplies we found. He came into this group a stranger from the woods. It's prettty cut and dry to me.

Chet: I came into this crew as a stranger.

Lilly: So you're saying you did it?

Mark: Nobody did anything!

Doug: I know I don't get wrapped up in the politics here but we need to think before we start stringing someone up!

Lilly: I appreciate your concern but we have all the evidence we need.

Kenny: You have evidence?

Lilly: Not here. But Lee found the meds. We found an entire signalling system made out of chalk.

Ben: Look, maybe we should vote or something like that. Carley's a stand-up gal and maybe all of this was just a misunderstanding.

Carley: We need to look at the facts. We calm down, we eat and we deal with it.

Lee: Lilly, stop waving your finger around. We know something's up and we can get to the bottom of it if we keep our heads.

Ben: Nobody was stealing anything!

Lilly: Was it you and Carley? I've seen you together. Was it both of you?!

Chet: Let's just get down to the road and we can talk this out like adults.

Lilly: Why give someone who almost killed us the opportunity?

Ben: Just let me out of the RV. I don't like where this is headed. I didn't do it, but I'll go!

Lilly: Look me in the eyes and tell me you didn't have anything to do with it!

The RV runs over a walker, causing it to be stuck underneath.

Mark: What's going on?!

Kenny: I hit a walker. We've gotta stop.

Lilly: Good. We can deal with this now, then.

The RV comes to a stop.

Lilly: Everybody out.

Lee: Lilly...

Lilly: Out.

Mark: Kenny, the RV has some surface damage and there's a walker trapped underneath.

Kenny: Goddamnit. Mark, help me with this. Everyone else keep your eyes peeled.

Lilly: You know what, Ben? We shouldn't just kick you out. We should hear what everyone thinks.

Ben: I think you should chill out. Look, it wasn't me. Please stop accusing me.

Lilly: Just tell us you did it.

Ben: No!

Mark: Damn it, this dumb walker...

Carley: I'm not doing this. You can't push everybody around.

Lilly: I'm sorry you feel that way. I'm starting to think maybe it was both of you.

Lee: I'm not doing this!

Lilly: Come on, Lee. You're the one who found them! You can't just abstain!

Chet: Fuck all that. We're out here on the side of the road. This is nuts!

Lilly: Fine then. Kenny?

Kenny: I don't know! Just stop, would you?!

Lilly: Well, your vote counts for you and your family.

Ben: We don't need all these votes! What should I do to make you trust me? I'll do anything! I'll do watches for months!

Lilly: Ha, the hell you are.

Ben: I'll get more supplies! Food, medicine!

Lilly: You think any of those is good now?!

Chet: Stop panicking. Seriously, Ben. You need to stop and take a breath.

Lilly: Do we need anymore evidence than this?! 

Carley: Screw evidence. Stop treating him like this!

Doug: Evidence or not, this isn't any way to treat one of us.

Lilly: Shut up, you two. Urgh, I've heard enough out of you! You have until Kenny and Mark kill that walker to tell me it was her and not you, Ben!

Carley: Stop this, you're torturing him!

Chet: Lilly, lay the hell off.

Lilly: I can't, Chet. You know I can't.

Doug: Please, stop.

Lilly: This is about trust and I've never trusted you.

Lee: I did it.

Lilly: What?!

Lee: Yeah, it was me. That get you to lay off the kid?

Lilly: I know you're capable of being a piece of shit, but I know it wasn't you. Not with Clementine in your life.

Mark and Kenny pull the walker free.

Ben: Please, let's just get on the RV.

Lilly: That's not happening.

Doug: I can't handle this!

Chet: You think you're some tough bitch, don't you? But you're just a scared little girl. Get the hell over it. Take a page from Lee's book and start helping somebody for once.

Chet's words enrages Lilly. Mark stomps the walker on the head.

Mark: There, we got him.

Kenny: Now, what the fuck's the problem?

Lilly takes her gun out and shoots Chet in the head.

Lee pins Lilly to the side of the RV.




Kenny: Holy fuck...

Katjaa: Kenny, what happened?!

Kenny: Keep Duck away from the window! Jesus christ!

Mark: Get in, Lee. We're leaving this crazy bitch!

Lilly: He couldn't be trusted, Lee. I swear... please...

Doug: What should we do?

Carley: We might as well fucking leave her for the walkers!

Lee: ... Get the fuck in. We'll figure what to do with you.

Kenny: That's a bad idea, Lee. She's a murderer for shit's sake!

Lilly: I'm a murderer?! You've had Lee with you this whole time!

Kenny: I don't care about what he did before!

Lilly: You know?

Mark: Yeah. He told us all. If we keep you with us, how long till you get me?!

Lilly: I was just trying to protect all of us. I don't have anything left.

Kenny: ... Whatever. Just get in.

Everyone gets on the RV and it resumes its journey.

Lee binds up Lilly and tosses Mark a gun to watch her.

Katjaa: Lee. A word, please?

Lee: What's up? ... Is Duck feeling alright?

Katjaa lifts up Duck's shirt, revealing a bite on his abdomen.

Lee: What the fuck...

Kenny: Happened during the raid.

Lee: What's the plan? We've never had a bite victim in our group before.

Katjaa: I'm going to keep an eye on him and see what I can do, from a medical perspective.

Kenny: We keep the same plan unless something changes. East.

Katjaa: What else is there to do? We thought you should know.

Kenny: Important to stay honest with each other.

Katjaa: Anyway, if you could tell Clementine we would we appreciate it.

Lee sits with Clementine.

Lee: Duck's bitten.

Clementine: Huh?

Lee: He got bitten when the bandits attacked.

Clementine: I don't feel good. What about Chet?

Lee: He's gone, but he won't come back.

Clementine: ... Because he was shot in the head.

Lee: Yeah. It's horrible. My brother almost died once.

Clementine: But he lived?

Lee: Yeah. It was scary though. This one time, some boys from the other side of town were hassling him. He was on his bike and they were in a truck throwing things at him, calling him names, stuff like that. And this tough son of a gun, he peddles up after them and catches them. He pulls his bike up alongside the truck and jumps onto the back abd starts beating on them. He teaches them a lesson but the truck's still moving. Just as he stands up to jump out, the truck zooms underneath a tree and a branch hits him square in the face and he goes flying out the back. Anyway, if he could live through that, I'm sure Duck can live through this.

Clementine: I hope so.

Lee: I'm glad to have you.

Clementine: Me too. I heard you outside my treehouse that day and thought about dropping a hammer on your head.

Lee: What? Why?

Clementine: Because I thought you were one of them. Before you came, there was a man who tried to get in my house and steal the TV. Those things showed up and scared him away.

Lee: The door wasn't locked.

Clementine: He was dumb.

Lee: Yeah, he was. Anyway, let's try to get some sleep.

Lee wakes up some time after and sees Clementine sleeping soundly. Clementine wakes up as a walker.

Lee: Clem! Fuck!

Clementine attacks Lee, who tries to holdher back.

Lee: No! Get away!

Lee wakes up and realizes it was just a dream.

Mark: Morning, Lee. Sweet dreams?

Lee: ... Not exactly.

Kenny: There's something up ahead. Damn it, road's blocked. Now, we gotta deal with this.

Chapter 4: What Now?


The train.

The RV comes to a stop. A train is blocking their route.

Mark: Any way to get around it?

Kenny: Doesn't look like it. On foot, maybe. Can't really afford to do that right now.

Carley: This seems to be a safe area. All this brush will stop anything from creeping up to us.

Kenny: I want everyone out of the RV except for her. I don't want folks trapped in there with her.

Ben: Why don't you and I take a look around?

Lee: Sure. Clem, stay close with the others, alright?

Katjaa: Lee, if you come across anythin to drink, if there's a dining car or something, I think Duck's a bit dehydrated.

Kenny: It's a freighter, Kat. Be careful in there.

Lee: What, you think there might be something dangerous in an abandoned locomotive? Thought hadn't crossed my mind.

Lee talks to Clementine.

Clementine: What are you going to do with Lilly?

Lee: Punish her, somehow. She did a very bad thing.

Clementine: She... killed him.

Lee: Yeah, it's horrible.

Lee talks to Katjaa.

Lee: Has Clementine said anything about Chet or... Duck?

Katjaa: No. That little girl is a puzzle.

Lee: Yeah, she is.

Katjaa: Are you okay? You were standing right where it happened.

Lee: I was. It was awful. One of the worst things I've seen.

Katjaa: I'm sorry you and Clementine had to see that. I liked him very much. He had spent some time in Belgium.

Lee: Where your family is from?

Katjaa: Yeah. Even further away now.

Lee: Hear anything of Lilly in there?

Katjaa: Nothing. She's probably in shock. She did a very terrible thing.

Lee talks to Mark.

Mark: How you holding up, Lee?

Lee: To be honest, I've been better.

Mark: Poor Chet. God, where did yesterday go?

Lee talks to Doug and Carley.

Lee: How are you two siblings holding up?

Carley: ... Doug? You okay?

Doug: We couldn't save him, could we?

Carley: I don't know. It happened so quickly.

Lee: Try not to think about it.

Carley: It's, uh... probably that survivor thing, but... Chet was a good friend.

Doug: Yeah. We'll all miss him.

Lee: What would you guys have done with Lilly?

Doug: I don't know. Left her? We've never seen anybody kill someone like that before.

Lee: You're probably seen a bunch of other bad stuff right now.

Carley: Well, yeah... but not like that.

Lee talks to Ben.

Lee: You happy you stayed with us this whole time?

Ben: Yeah. It's with you guys or dead. I would have died out there just like my classmates... and Travis.

Lee: Let's check out the train.

Mark: I'll go with you. Watch your backs.

The three enter one of the boxcars.

Ben: Whoa, what a mess.

Lee: Looks like someone's been living in here.

Mark: Think they're gone?

Lee: I hope so, but this looks recently used. Be on the lookout and have your guard up.

Mark: Some water here. I'll give this to Duck and Katjaa.

Lee: Good idea.

Ben: There's something over there.

Lee: Hmm, a map of the train routes to Savannah.

Mark hands the water to Katjaa.

Mark: How's Duck doing?

Katjaa: Tired. Which could mean a lot of things.

Mark: Yeah. His body is probably fighting whatever's in it.

Katjaa: He's allergic to bees. Like somehow that matters.

Carley: Doug over here's allergic to peanut butter.

Katjaa: Really? That's funny.

Mark: The only problem I have with peanut butter is that it gets stuck a lot in my teeth.

Lee, Mark and Ben continue exploring the train. Mark opens the engine compartment.

Mark: Would ya take a look at this. Tools here!

Lee: These would make good weapons. I'm taking the spike remover.

Mark: Dibs on the spanner.

Ben: I'll take the monkey wrench.

Mark: Think you can handle that, Ben?

Ben: Sure. How hard could it be?

Lee: Shit. We got a walker on the driver's seat.

Lee sneaks up to the walker and smacks it with his spike remover, only to find that it had been dead all along.

Lee: Suppose we got to look him over. He must be the engineer of the train.

Mark: Damn, half of his head is caved in.

Lee: That's a lot of blood on that window. Pretty sure he crashed against it.

Ben: I... don't think he came back.

Mark: Christ...

Lee: Hey, that button is blinking.

Ben: Push it!

Lee: Push it?

Ben: Why not?

Lee: Are you fucking serious?

Ben: Here, look.

Ben pushes the button and the train's brakes start up.

Ben: It's just the brakes.

Lee: Alright, I'll give you that one.

Kenny: This fucker works?

Lee: It sure does.

Mark: How do we get it moving?

Lee: Ask Mister Amtrak over here.

Ben: No clue.

Ben moves the engineer's body out.

Lee: I found this map back at the boxcar.

Kenny: Is this what I think it looks like? This train will take us to Savannah. A hundred tons of steel. Put a thousand walkers between us and the ocean and we don't have to give a shit!

Mark: What about Duck?

Kenny: What about him?

Mark: We can't act like nothing's happened to him.

Kenny: We can't act like he's dead either.

Lee: Alright, fair enough.

Kenny: Try to get this started. There must be some sort of manual or something in here. Ben, if you could keep an eye on the others, I'd appreciate it. I'm gonna make sense of these controls.

Ben: Sure thing.

Lee finds a notepad near the driver's seat.

Lee: This is it. Instructions on starting the engine. Damn, pages are gone. I think I can see the indentations from the writing.

Lee heads outside and talks to Clementine.

Lee: Do you have any pencils?

Clementine: No. Maybe in the RV? What do you need it for?

Lee: There used to be some writing on a notepad on the train that I need to know about.

Clementine: If you're not using it, I'd take it. I'm out of paper and there's all sorts of new leaves here.

Lee talks to Ben.

Lee: We found a notebook that we think might have some starter instructions in it but the page is missing.

Ben: ... Well, I'm sure you'll figure it out.

Lee enters the RV.

Lee: Hey, Lilly.

Lilly: I'm sitting here, tied up like an animal while you guys decide what to do with me.

Lee: It's not like that...

Lilly: Then what's it like?

Lee decides to remain silent and grabs a pencil at the front of the RV. Lee turns around and sees that Lilly had untied her restraints.

Lilly: I'm leaving.

Lee: Don't you fucking move.

Lilly: I could've killed you. I had you while you were rummaging around in the front there. I know you did what you did for a reason and part of me understands. But the other part of me sees you with your back turned to me and knows I could've killed you.

Lee: I'm not letting you take the RV.

Lilly: Come with me. We can take the RV and leave with Clementine. Kenny left the keys in it.

Lee: No way.

Lilly: I didn't think you would say yes. You're not letting me take it, then.

Lee: Don't be crazy.

Lilly: Sorry then, Lee. I really am.


Lilly leaves in the RV.

Lilly pushes Lee out of the RV and starts it up.

Carley: Holy shit, she's stealing the RV!

Lee: Lilly!

Kenny: Come back here you crazy bitch!

Mark: Fuck! Stop!

Lilly drives away and the group fails to stop her.

Kenny: Huff... goddamnit.

Lee: Let's focus on the train.

Kenny: Well, we're fucked if we don't figure how this thing works. Can't spend the night out here. Duck is still sick, you know. We need to get to the city. The coast.

The two continue working on the train. Lee scribbles on the notepad, revealing the instructions to start up the train.

Lee: Perfect.

Kenny: We can read it now?

Lee: Yeah. Should be able to follow the steps to get the engine on. Doug should be able to help me out.

Lee talks to Doug.

Lee: Doug, mind if you help me with the engine startup?

Doug: Sure. Let me take a look at the manual.

Doug and Lee take a look at the controls.

Doug: Alright, you have to flip these switches to lift the brakes. Then, turn this knob to start the radiator. Turn this knob to the right and then to the left so that the skid bars work.

Lee follows Doug's instructions and manages to start up the engine.

Kenny: Son of a bitch! Now that's what I'm talking about!

Doug: Now that that's done, can we start moving?

Lee: Not yet. The rest of the train is still attached to us back there.

Kenny: Well, we're not going anywhere until it does.

Lee: Mark, can you go check if there's anything up front?

Mark: Sure thing.

Lee: I'll work on getting those boxcars loose then.

Mark gets down the ladder in front of the train. A walker in a car suprises him.

Mark: Jesus! Oh, man. Thank god he's trapped with his seat belt on.

Mark opens the car door and slams it back.

Mark: This is gonna hurt.

Mark unbuckles the seat belt, freeing the walker. He slams its head in with the car door when it reaches it.

Mark: Some animal crackers here...

Mark hands the animal crackers to Katjaa.

Mark: Here Katjaa, I found these if Duck's up for it.

Katjaa: Thank you. He isn't fussy, you know? Most kids are really fussy about what they eat. The most trouble I ever have is making him use a fork.

Carley: How's the train, Mark?

Mark: We got it started and we just need to detach those boxcars. Lee's working on it. What's that sound?

Carley: Something's among the woods. Be on your guard!

Doug: Man, not more walkers.

Meanwhile, Lee manages to detach the boxcars with his spike remover.

Lee: Hey, Kenny, we're loose!

Lee heads back through the boxcar and examines the crates in it.

???: You touch any of my stuff?


Lee meets Charles.

Lee turns around and sees an elderly man.

Lee: I took the map of the train routes.

???: That's fine. You can have that.

Lee: Really?

???: Yup. Got them all right up here. I guess it's no worse for wear. Name's Chuck. Charles if you're fancy.

Lee: I'm Lee.

Charles: That your crew outside?

Lee: Yeah.

Charles: I saw you walking through here and though about scaring the pants off of ya. But I couldn't force myself to do it.

Lee: You're still kinda freaking me out.

Charles: Train folk will do that. Already met everyone outside. They warmed to me quick in direct sunlight.

Lee and Charles head to the others.

Clementine: You met Chuck!

Lee: Yeah, I did.

Doug: It's nice to see someone normal for a change, ya know?

Carley: He gave us all some candy.

Lee: You have candy?

Charles: Ben here got the last piece I had on me.

Lee: You met Kenny?

Charles: Sure did. Man shares my love of the road.

Lee: That's for certain.

Duck coughs.

Charles: I'm awfully sorry your son's not feeling good.

Katjaa: I appreciate your concern.

Charles: Well, with a little TLC I'm sure he will be as fit as a fiddle in no time. And I can offer ya'll whatever I got, though it ain't much.

Carley: Thanks. We'd like to do the same.

Kenny: Why don't we hold off on...

Katjaa: Stay with us. We'd like the company.

Lee talks to Charles.

Lee: Hey, Chuck.

Charles: Howdy.

Lee: Where are you from? You live around here?

Charles: Grew up here in Georgia.

Lee: Why are you alone?

Charles: Why not? Seem to be doing alright.

Lee: Fine, then.

Charles: Just kidding. I do like being around people, actually. It's nice.

Lee: You caught us on a bad day.

Charles: Well, you've still got a couple of kids. Clementine over here's got a good spirit. That's some kinda something.

Lee talks to Clementine.

Lee: Hey, sweet pea. That candy Chuck gave you... it taste okay?

Clementine: It was good.

Lee: No funny aftertaste?

Clementine: ... No.

Lee talks to Kenny.

Kenny: So that's it? We're loose?

Lee: Sounds like it.

Kenny: Great. We don't have much left, so gather whatever you have. Let's go.

Mark: Want a ride, Chuck?

Charles: Well, it seems that you're taking my home.

Mark: I'll... take that as a yes.

Charles: Haven't found anything better for keeping the creepy-crawlies out than that boxcar.

Clementine: Duck's sick.

Kenny: Get on the train, Clementine.

Katjaa: He's getting sicker.

Doug: We can't ignore this. Look at the kid, Kenny. This is happening.

Kenny: Shit ain't happening. And if it were, what can we do here?

Lee: Fine, we can keep going if you want.

Kenny: Damn right. We get on the train and we find something better. THAT is the plan.

Katjaa: Ken, I think Lee just wants to talk it through.

Kenny: It's talked through. Get on, Kat. I'll be up front. I don't want to hear any nonsense until we get where we're going.

The train begins its journey.

Chapter 5: Handle It

The next morning, the train continues heading forward.

Charles: Gotta be hard on ya, eh? Six adults taking care of three kids. No disrespect, ben.

Doug: There were more of us. 

Charles: Dead get them?

Doug: No. People. People worse than the dead.

Duck coughs out blood.

Katjaa: Lee! I need you. Right now. I need to you to get Ken.

Carley: What's...

Katjaa: Can you take that cloth for me? My hands are full right now.

Carley wipes the blood off of Duck's face.

Katjaa: Thank you. He's out of time. We need to stop this train.

Lee: Alright. I'll deal with Kenny.

Lee heads to the driver's cabin.

Lee: You need to stop the train.

Kenny: ...

Lee: Katjaa needs you, man.

Kenny: Go back there and tell my wife everything will be fine. What is the goddamn deal? He's a little sick, but we can't just give up! It's a scratch! He's not like the others! Jesus, all ya'all are just making it worse!

Lee: This isn't about Duck.

Kenny: The fuck it isn't! You think we're pals and you know me? You're some elitist prick with a fancy education that can pick me apart?

Lee: It's not like that.

Kenny: The fuck it isn't!

Lee punches Kenny.

Lee: You're acting like nothing's wrong and somebody's gotta knock some sense into you.

Kenny tackles Lee and punches him repeatedly.

Kenny: Just leave me... the fuck... alone! I don't need you and Duck doesn't need you!

Lee pins Kenny to the wall.

Lee: I told Katjaa I'm going to have you stop the train and you bet your ass I'm gonna.

Lee blocks a punch from Kenny.

Lee: I've had your back before! I'm not letting you do this to Katjaa and Duck!

Kenny punches Lee repeatedly.

Kenny: You don't even have a child! You don't know what this is like! You fucker! You're not helping my family! You're not helping Clementine! You're not helping ANYBODY!

Lee strangles Kenny.

Lee: You want to hurt people because you're afraid?! Losing Duck ain't enough for you?! Because you'll fucking LOSE everything if you keep on acting like this! I'll fucking kill you before I let that happen!

Lee loosens his grasp on Kenny.

Kenny: Huff... huff...

Lee: You think you're the reason Duck was bitten. Like you had this coming. You didn't kill Hershel's son.

Kenny: Yes... I did. And now, it's catching up to me.

Lee: That's not what went down. You looked out for your son and a bad thing happened to someone else's.

Kenny: There's no way this world lets my son live when I helped put someone else's into the ground.

Lee: That's not how it works. Stop the train, man.

Kenny stops the train. Everyone gets down.

Katjaa: Ken... I think it's time.

Kenny: The boy's been bit, in case you haven't figured that out, Charles.

Carley: What do you guys need?

Kenny: I... I...

Doug: Katjaa?

Katjaa: It's time to... This is not possible.

Carley: We can't let him become one of those things. That's what matters.

Kenny: What if... what if he doesn't?

Katjaa: Kenny, I love you very much. I love our son more than life itself. I need you to hear me out. What you're saying, that he may not turn, is foolish.

Kenny: Maybe there's...

Katjaa: If you think of one, you let me know.

Kenny: Isn't there some sort of pill, or something we can just give him... He can just drift off to sleep, right, honey? I mean, this is our son, Kat.

Katjaa: I know. But it's the head... or nothing. 

Kenny: Well... who should do it? You want me to?

Katjaa: You don't have to.

Kenny: I'll do it.

Katjaa: No, you don't have to.

Lee: I'll do it.

Katjaa: No, it should be a parent.

Lee: No parent should have to do something like this.

Kenny: Lee's right. We can say our goodbyes and... just let that be it.

Katjaa: Lee, you'd be doing this family a great service. Why don't we take him into the forest, so Clementine doesn't have to see. Give us a moment to say goodbye, Lee?

Lee: Of course. 

Kenny and Katjaa bring Duck into the woods.

Clementine: What's happening?

Lee: I'm going to take care of Duck.

Clementine: I thought he was going to die.

Lee: I'm putting him out of his misery.

Clementine: Oh...

Lee: Look, Clem. Things will-

A gunshot is heard.

Kenny: No!

Lee: Everybody, get onto the train! Mark, with me!


Katjaa after committing suicide.

Lee and Mark head through the woods. The two find Kenny and his family. Duck is lying against a tree while Kenny bends over Katjaa, who shot herself.

Kenny: Kat! Katjaa! Why, honey? Oh, fucking god...

Lee: Oh my god...

Mark: What the hell happened?!


Lee shoots Duck.

Kenny: She couldn't...  she just... oh, fuck... oh, god...! Kenny closes Katjaa's eyes and picks up the gun.

Mark: What should we do with Duck?

Lee: Give me the gun, Ken. I'll do it.

Lee shoots Duck and Kenny mourns the death of his family. The train resumes its journey.

Lee: Hey, Clem. You want to talk?

Clementine: Uh uh.

Lee: You understand what happened?

Clementine: Yes.

Lee: What are you thinking about?

Clementine: What Chuck said.

Lee: What did he say?

Clementine: That what happened to Duck would happen to me.

Lee: What?! The fuck he did.

Clementine: Swear.

Lee: Sorry. I'm gonna talk some sense into him.

Lee talks to Charles.

Lee: Hey.

Charles: How ya doing?

Lee: I don't care what reasons you had for doing it, no reason to go and tell my girl she's gonna end up dead!

Charles: 'Cause she will. I don't know much about you folks, but I can tell you, sure as the sun gon' come up tomorrow, that ya'll keep going on like this and that girl ain't gonna make it.

Lee: What do you know?

Charles: I know that you don't have a goddamn plan. We get to Savannah and then what?

Lee: We find a boat and get the hell out of Savannah.

Charles: You think that's a new idea? You got even the foggiest idea where you're gonna find one of those? Look, sit down with the girl and hash it out. Find a map for Christ's sake. I'd give you one if I had it. And if something were to happen to you...

Lee: It won't.

Charles: If it WERE, you've gotta prepare the girl. Teach her to use a weapon and for Christ's sakes, cut that hair. 

Lee: She's just a little girl.

Charles: She'll die a little girl if you treat her like one. You gotta consider her a living person. That's it! You're either living or you're not. You ain't a girl, you ain't a boy, you ain't strong, or smart, you're alive.

Lee: What should I do?

Charles: Look at her hair. You got her running around with a mop that's gonna act like velcro to any hands swinging its way. Find some scissors in my pack and take care of that hair before a walker does it for you. And then show her how to use a gun, because that's what saves your life from here on out. I don't mean to tell you how to do your job. Too many people have died already...

Lee: They have.

Charles: ... and seeing another little girl die just might do me in.

Lee: I hear you. A plan, a haircut and a gun. It's good advice.

Charles: It's something.

Lee: You got any family?

Charles: Out there... somewhere. Been on my own for the past fourteen years now.

Lee: Sorry to hear that. So you're homeless then.

Charles: Suppose. I've had homes here and there and they just don't work out. 

Lee: Where you headed?

Charles: Well, that way.

Lee: I mean when we get to Savannah.

Charles: Got a few ideas. We'll have a talk there about whether or not you folks want some company.

Lee: I shot the kid, you know.

Charles: Suppose someone had to.

Lee: What a mess. 

Charles: You said it. I'd like a drink, you know.

Lee: Me too.

Charles: Got any?

Lee: No.

Charles: Shame.

Lee talks to Kenny.

Lee: Hey, Kenny.

Kenny: ... Hey. You and me, uh... fuck it. Let's just get to the ocean.

Lee: You still want to get a boat?

Kenny: It's still the best plan.

Lee: Kenny...

Kenny: It's the BEST plan.

Lee talks to Ben.

Lee: Hey, Ben.

Ben: Hey.

Lee: Chet saved your life, you know.

Ben: I know, I know... I don't know if I can go on like this, man.

Lee: Well, you're gonna. It's just the way it is.

Lee talks to Carley.

Lee: Hey, Carley.

Carley: Oh, hey.

Lee: Aren't many of us left, huh?

Carley: Yeah. You, me, Doug, Clementine, Mark, Kenny, and Chuck, if he sticks around.

Lee: I don't know if we can count on Kenny.

Carley: It's no suprise if you think so. The man lost so much today.

Lee: What a crappy day.

Carley: The crappiest, you mean.

Lee talks to Mark.

Lee: Hey, Mark.

Mark: Lee. Do you think I'm... strange?

Lee: You're normal.

Mark: I see. Sometimes people tell me that I'm a weird guy, or that I act kind of strange... Normally, I woldn't let that kind of thing get to me, but...

Lee: Yeah?

Mark: Back in the day... They'd say I was like that because I didn't have any parents. It's not like I could do anything about that... That's why I wanted to show them that they were wrong. Psshh. That doesn't matter now. All that happened when I was a kid, anyway... The orphanage wasn't too bad, either.

Lee: How was it?

Mark: Oh, sorry. I don't think I've ever told you. I lived in an orphanage with my sister. ... She's long gone too.

Lee: I'm sorry to hear that.

Mark: No one to blame. That reminds me... you lost your family, too. Shouldn't have brought it up... Wait, I think that might be why I wanted you to hear what I had to say about this. ... Because I think I can depend on you to understand me.

Lee: I know what you're going through right now, you can count on me if you need to talk. Thank you, Mark.

The two shake hands.

Mark: Important to count on each other.

Lee reads a newspaper lying around.

Lee: This paper was released several weeks before the first day all this happened. Feels like years. "Brother Of Macon Liquor Store Manager Killed During Robbery"... No, I can't think about that right now. "Victim's brother, Doug Collins, was present when the crime took place." That's... Doug?!

Lee examines the picture of the victim's brother, and finds that it is indeed Doug. Lee decides to talk to Doug about it.

Doug: Hey, Lee. Something you need?

Lee: When we were outside the pharmacy back in Macon, you said your family owned a liquor store business, right?

Doug: Yes, that's right.

Lee: You never told me about the robbery?

Doug: W-what? How do you know that?

Lee: It was on a newspaper. Can you talk to me about it?

Doug: Why should I? It's a personal affair of mine.

Lee: I'm just worried about you, man. You looked pretty sad when I talked to you back at the motor inn before we were attacked.

Doug: I don't- Well, you're right. I do need someone to talk with.

Lee: You can talk to me about it if you want to. I'm your guy.

Doug:That night, my brother and I were tending the store. We were about to call it a day when... when three guys came in. They held us at gunpoint, emptied the cash register. My brother, he tried to save us. He fought and they gave him a bullet in the chest. They got away before the police arrived.

Lee: Jesus... I'm really sorry, Doug.

Doug: The liquor store was pretty busy back in the day, but I couldn't do much to help. I mean, it's actually not our business that's busy... Most of the media had stopped coming around, but if there's nothing new to report on, sometimes they'll pop up. The neighbors came one after the other... "Poor thing," they'll sob. Even the lady from the neighborhood association came. Funny how she never talked to us before... Then they all tell me, "You need to live an admirable life for your brother's sake."

Lee: You've been through a lot, Doug. It must have been tough.

Doug: It was suffocating. I mean, what exactly is an admirable life, anyway?

Lee: You'll need to find an answer to that.

Doug: I agree... Sorry, I need some time alone.

Lee: I understand.

Lee talks to Clementine.

Lee: I talked to Chuck and he explained himself and made some good points. We're not going to let anything bad happen to you, but there are some precautions we have to take. We need to figure out a plan when we get to Savannah, teach you how to protect yourself and tidy you up a little so you can't get grabbed so easily.

Clementine: Sure. I'd like that.

Lee: Carley, can you help me out?

Carley: Sure, what do you need?

Lee: We need to teach Clem how to protect herself.

Clementine: Like hiding and running away? Got it.

Lee: I mean with a gun. First, don't be afraid of it. It's just a thing. Take it. Know where your finger is all the time and don't put it on the trigger unless you want to hurt someone.

Clementine: It's heavy.

Carley: You'll get stronger, sweet pea. To aim, look right down the top, through that notch over there. Line up the site at the end with your target.

Clementine: Okay. Is there anything else I should know?

Lee: When you're ready to shoot, make sure you're not breathing too hard and hold your breath when you pull the trigger.

Clementine: Like when I'm swimming?

Lee: No, just for a quick second. If you do that, it'll be more accurate. It's tough, but it helps.

Carley: And make sure you aim for the head.

Mark: Squeeze the trigger steadily so that your shot counts.

Clementine: I can do that. Okay.

Doug: Alright then, you can use these glass bottles as targets.

Lee: Okay, let's take your first shot. Squeeze the trigger smoothly and I'll cover your ears. Nice and easy.

Clementine: Nice and easy...

Clementine fires.

Clementine: Eep!

Carley: You okay?

Clementine: My hands hurt. I don't like this.

Lee: Let's stick with it, okay?

Clementine: Do I have to?

Lee: Yeah, you do. Alright, keep it steady and aim higher.

Clementine shoots the bottle.

Clementine: I got it!

Doug: Excellent. Good shot.

Clementine: I was holding my breath and the gun didn't shake so much. They're not walkers, though.

Carley: Far from it, but you know how these things work now.

Lee: Don't worry, we'll graduate you to walkers one day.

Mark: It's not that scary, eh?

Clementine: Nuh-uh. Thanks for helping me, guys.

Lee finds some scissors in Charles' backpack and a bottle of whiskey.

Lee: The scissors look clean enough. Alright, Clem. We need to talk about your hair.

Clementine: That's not nice.

Lee: What?

Clementine: Are you saying that it smells?

Lee: Of course not.

Clementine: Because it does.

Lee: Do you remember when Andy grabbed it?

Clementine: Yeah.

Lee: That could happen again. And if it's a walker, well... We need to trim it. I need to cut it short enough so that it can't get grabbed.

Clementine: Okay. Do you know how to do this?

Lee: Well, how hard can it be?

Clementine: I'm going to look like a boy. So you did kill someone before.

Lee: Yeah. Carley convinced me to tell all of you.

Clementine: Thanks for trusting me. I wouldn't have been afraid of you even if you hadn't told me. You've killed a lot of things now. It doesn't even matter.

Lee: Killing is bad, no matter what.

Clementine: But you do it to protect yourself and everyone else.

Lee: Okay, I'm done. I can probably tie these pieces back with something.

Clementine: I have some of these hair thingies. Carley gave them to me for sleeping.

Lee: There, all set.

Clementine: Do I look dumb?

Lee: Nope, you look cute and a lot harder to grab.

Lee hands Charles his whiskey.

Lee: Hey, Chuck. I found this in your backpack.

Charles: Damn, didn't realize I still had some left. Thank you. Want a nip?

Lee: Sure.

Lee takes some of Charles' whiskey.

Lee: Oof.

Charles: Not known for its finish.

Lee: No kidding.

Charles: Anyone in there need a drink you let me know.

Lee talks to Kenny.

Lee: Hey, Kenny.

Kenny: Yeah?

Lee: Chuck wanted to know if you wanted a drink.

Kenny: He's got some? That'd help.

Kenny heads to have a drink with Charles.

Lee: There's a map of Savannah here.

Lee takes the map to Clementine. Meanwhile, Mark talks to Ben.

Mark: What's up, Ben?

Ben: It was me.

Mark: What?

Ben: I was the one giving the bandits supplies. It's all my fault.

Mark: What for? Why the hell would you do this?!

Ben: They said they had my friend and they blackmailed me into giving them supplies. I... I didn't know what to do. By the time I found out the truth they said they'd kill me and all of us. I'm sorry, Mark.

Mark: Goddammit... What do you want to do about this?

Ben: I... I thought about telling it to Kenny.

Mark: On second thought, keep your mouth shut. Who knows what Kenny would do if he found out?

Ben: I... I will.

Mark: Let's just drop the subject for now, okay?

Lee talks to Clementine.

Lee: We should go look for your parents.

Clementine: Really?

Lee: Yeah. You need to know if they're okay. And well, if they're not, what happened to them.

Clementine: I'm sure they're okay.

Lee: Yeah, stay positive.

Clementine: That's what my dad always says.

Lee: Let's take a look at the map. If we can figure out where they are we can start there. Looks like we'll come right through town if there's nothing on the tracks to hold us up. Where do you think your parents could be?

Clementine: They always stay at the same place when they go there. It's called the Mar... Mar...

Lee: Is this it? The Marsh House?

Clementine: Yes, that's it! Can... Can I tell my parents? You know.

Lee: Sure, go ahead. How do you feel?

Clementine: Better now that we have a plan.

Lee: And you're a good shot.

Clementine: Thanks.

Lee: I guess we should see how far-

Kenny: Oh shit! Hold on, everybody!

The train comes to a halt.

Chapter 6: Unexpected Delay


The overpass.

Everyone gets down and find an oil tanker dangling over an overpass up ahead blocking their way.

Kenny: Fuck! Fuck! Fuck! Fuck! Fuuuuuuuck!

Doug: Maybe we could walk?

Kenny: That's fucking stupid, Doug.

Doug: I'm just saying... Charles: I ain't got much experience with y'all's fortitude but we could probably deal with that. We got a goddamn train.

Kenny: That tanker's not full of milk, Charles. That's gas or diesel, something that's gonna explode.

Charles: You gotta get ahold of yourself. This is a crew here.

Kenny: This ain't shit.

Charles: This-

???: Yo, you keep screaming like that you're gonna get your face chewed off.

???: Are you all gonna be trouble? Because we could've just kept walking.

Lee: No, we're friendly. Put your gun down, Carley.

???: That's what everybody says.

Mark: We know.

Man: Let's give these guys a break.

Woman: We'll see.

Man: You guys got a problem with your train?

Kenny: Yeah, you're standing right in front of it.

Man: Dude, it's a wreck. It's not so bad up here. Send your buddy up to have a look.

Carley: Anything goes sideways up there, we won't let them escape.

Mark: I'll go with you, Lee.

Lee climbs a ladder up to the overpass.

Lee: If I come up there you better not be murderers or thieves.

Woman: I guess you'll have to find out.

Man: A group is just what we need.

Woman: They're what you think we need. We're doing fine.

Man: For now. What about when...?

Woman: Stop it.

LRA 10

Omid and Christa.

Man: Hey, guys. I'm Omid.

Lee: I'm Lee.

Mark: Name's Mark.

Woman: Christa. What's the deal with the train?

Lee: We're driving it.

Omid: Oh, man!

Lee: I'm not going to bullshit you. Our group is kinda fucked right now. We had a bite victim and his mom took her life and before that, just...

Mark: We could use some good people. You guys in?

Omid: Hell yeah.

Christa: We'll see.

Clementine climbs up and joins them.

Omid: Goddamn, you guys have a kid! Do you know how long it has been since I've seen a kid?! Shit! What's your name?

Clementine: I'm Clementine.

Lee: Oh, so HE gets to swear?

Omid: Well, this is great. See, things are looking up, Christa.

Christa: You're not her dad. He down there?

Lee: It's that obvious?

Christa: To me.

Lee: And no, he's not down there.

Christa: Hmm. What's your story?

Lee: I came across Clementine the first day all of this happened. I was actually incarcerated.

Omid: Sick. You got any prison tats?

Lee: I didn't make it that far.

Christa: And everybody down there, they're cool?

Lee: Well, Kenny, the guy with the ball cap, lost his wife and kid.

Omid: How long ago?

Mark: What time is it?

Omid: I don't know... four?

Mark: Maybe two hours ago. 

Omid: Goddamn... we're sorry for anything that's happened to you guys. The train is awesome, though.

Christa: That tank is your real problem. We'll help you with it but if we see anything we don't like, we're moving on.

Mark: Thanks. We appreciate the help.

Omid: We can't just blast through it, I guess.

Lee: If we can get it down, the rest would be probably easy.

Christa: Yeah. We'll come down and settle in, and see if we can help.

The five head down to the train.

Lee: Guys, this is Omid and Christa.

Omid: We just want to say hi and that your train is pretty cool. 

Mark: The plan is to cut that tanker down and be on our way.

Carley: Seems like plan enough to me.

Christa: I'll get to know the girl for a while, if you don't mind.

Kenny: ... And why don't I show you how this thing works, in case something happens, Omid.

Lee: You sure, Kenny?

Kenny: It's probably for the best.

Doug: Someone might want to have a look inside of that station back there, too.

Charles: Alright. Let's do this.

Lee talks to Ben, who's on lookout on top of the train.

Lee: You got a clear view up there?

Ben: Yeah, we're good for a ways. Thank god. We need someone, anyone, to come along and... and... exterminate them or something.

Lee: Toughen up. It's you, me, Mark and now Chuck. Who knows what these new people have planned. There are going to be a lot more of walkers to take care of.

Ben: That's what I'm afraid of. If they ever get a hold of me, and I know that I'm not gonna make it... that's it, man. I'm just, gonna... punch my own ticket. Take myself out.

Lee: ... Don't be dramatic. And DON'T let them get a hold of you.

Lee talks to Charles.

Lee: Hey, Chuck.

Charles: Hey, L- *cough* *cough*

Lee: You alright?

Charles: Help... Help me grab those pills in my backpack.

Lee: Okay, okay! Here.

Charles stuffs some pills down his throat.

Charles: Thank you... thank you... I feel much better now.

Lee: What's wrong with you, Chuck?

Charles: A genetic disease. That's what's goddamn wrong.

Lee: For how long?

Charles: I've been havin' this shit for the past twenty years now. I... left my family, you know. Didn't want them to have to go through the pain of me dying... These pills... help with the pain... but in the end, nothing can save me. When I first met Clementine... I felt that she was very... bright. Her face shone with the light of new life. ... And then there's me, struggling to even breathe. Compared to her light, I'm nothing but a vanishing shadow.

Lee: I'm sorry. Misery is a harsh mistress.

Charles: Any day now... I'm going to die. Unless you're in my situation, you can't understand what it's like. But I prefer it that way. I wouldn't wish this on anyone. I'm sorry... I didn't mean to depress you. I haven't spoken to anyone about this for a long time. It's natural for those in darkness to yearn for light.

Lee: Hang in there, Chuck. You have to.

Lee talks to Clementine and Christa.

Lee: You interrogating this woman for us?

Clementine: Yep.

Lee: She set off any alarm bells?

Clementine: Not yet.

Christa: She's very thorough.

Lee: That's what I like to hear.

Lee joins Kenny and Omid in the driver cabin.

Kenny: I don't know what that lever does yet. Don't touch it.

Omid attempts to pull the lever and Kenny slaps his hand away.

Kenny: I said don't touch it, jackass.

Lee talks to Omid.

Lee: How did the two of you make it this far? You both seem dangerously normal.

Omid: Christa doesn't let us join groups and I'm a damn scrapper.

Lee: I get the feeling that she takes care of you.

Omid: Please, I've saved her ass hundreds... tens... some times.

Lee: Learning the ropes, huh?

Omid: There's a whole bunch of levers that I can't wait to use.

Kenny: I said if something WERE to happen to me.

Omid: Maybe we can drive in shifts?

Kenny: We'll see.

Lee: How long since you've been home?

Omid: For six months. We've been on the road when all this happened. Our cat's gonna be pissed.

Lee: Talk to you later.

Lee talks to Christa.

Lee: So, where are the two of you from?

Christa: San Franciso.

Lee: Jeez, a long way from home.

Christa: I blame the guy in the train. He wanted the great American road trip.

Lee: He got a little more than he bargained for, huh?

Christa: Who's into Civil War history, anyway? Other than old white guys.

Lee raises his hand up.

Christa: Good. You two will be as thick as thieves.

Lee: Careful, the little girl's a crack shot now.

Christa: You've got this girl shooting guns?

Lee: I don't need a lecture.

Christa: You weren't getting one. It's good. She should be able to take care of herself.

Lee talks to Carley.

Carley: "What crazes me is not the light of the moon, nor the golden sea, but merely the frickle of your tears."

Lee: You said that pretty well, Carley.

Carley: Lee? You heard that?

Lee: Yeah. You're into acting?

Carley: Was. Back in high school, I was the best in drama club.

Lee: Too bad they didn't have a shooting club, huh?

Carley: Heh, I would've been the most popular chick in school if they had one.

Lee: So, how was drama club? Was it fun?

Carley: Hell yeah. Acting's fun. When you're acting, it's like you get to take on the life of another person. Not just yourself. Not some Carley... but another life to live. I don't need lights, I don't need costumes, I just need a role to play. All I need... is to not be me. I'll talk to you later.

Lee heads to the train station ahead.

Clementine: Can I come with you?

Lee: Yeah, all right. Clementine and I are checking the train station. Hustle over if you hear anything.

Lee and Clementine arrive at the entrance of the station.

Lee: It's boarded up. Looks like we'll have to find our way in.

Clementine: Yeah. Okay.

Lee: The window's open up there.

Clementine: Maybe I could look in?

Lee: Alright, stand in my shoulders and I'll boost you up.

Clementine: Okay, I can see in. What should I do now?

Lee: What's inside?

Clementine: Lots of crates and stuff.

Lee: Maybe we can find the key or figure out a way to knock this door down. Kenny'd probably have me pick the lock, which might actually work...

Clementine: I think I opened it.

Lee: Really?

Clementine: I think so.

Lee opens the door.

Lee: Well, I'll be damned.

Clementine: Let's go inside. Be careful.

Lee: Man, it's dark in here.

Clementine: Maybe I can hold the door open?

Lee: Nah, I'll prop the door open with something.

Lee props the door open with his spike remover.

Lee: Much better.

Lee sees a blowtorch behind the cage.

Lee: Now that's exactly what we need. Too bad the door's locked.

Clementine: There's an opening on top of the door. Maybe I can fit through.

Lee boosts Clementine over.

LRA 11

The train station.

Lee: Alright, go on and grab the keys.

Clementine doesn't move.

Lee: Come on, scoot.

Clementine: Behind you!

Lee: What the...?!

A walker attacks Lee, who takes out his gun. Another walker tackles him, causing him to drop his gun to Clementine's side. Lee breaks free of the walker's grasp and backs away to reach his spike remover. Lee manages to kill both walkers.

Lee: It's alright, Clem. It's over.

A walker on Clementine's side emerges.

Lee: Keys! Now!

Clementine hands Lee the keys. Lee gets his gun and shoots the walker.

Lee: God... damn...

Clementine: That... didn't go so well.

Lee: Yeah, it did not go so good. But we're okay. Everything's okay.

Christa enters the station.

Christa: What's going on? I heard a gunshot.

Lee: We found some walkers.

Christa: You and an eight year old against three of them, huh?

Lee: We handled it.

Christa: You think?

Lee: What do you want me to say? I'm teaching her how to take care of herself. We're getting used to working together.

Christa: I'm going to make sure the noise didn't cause us any problems. ... I hope you know what you're doing with her.

Lee: Me too.

Christa: For her sake.

Christa leaves.

Lee: You okay, Clem?

Clementine: Yeah, I'm a little shaky.

Lee: It'll pass. Now we have the blowtorch we need.

Clementine: Let's head back.

Lee: What did we learn? We learned not to be afraid. They should have got us, but we got them.

Clementine: Yeah, you're right.

Lee: Fear is the thing that will kill us, understand?

The two head back to the train.

Chapter 7: Look Behind You

Lee: I found a blowtorch at the station back there. Should make quick work of the coupling up there.

Omid: Great, I'll come up with you to have a look.

Lee talks to Carley and Doug.

Carley: Christa told me about what happened in the station. You alright?

Lee: Yeah. We were trying to get used on our own. Clementine and I.

Carley: So you take her into a dark, boarded up building to build character?

Lee: Not exactly.

Doug: I think it's a good idea, figuring stuff out for yourself, for what it's worth. But be smart about it. Teach her to scan the area for things. You two should never be looking in the same spot. That's a waste.

Carley: Stay the hell away from buildings like that station if you don't have more than one way to get out. It's not worth the risk, you know?

Lee: That's pretty good advice. Thanks.

Lee joins Omid up the bridge.

Lee: Think this will work? 

Omid: Dude, you're cutting metal with fire. How could it not?

Lee turns on the gas tank, but no flames appear.
LRA 12

Lee using the blowtorch.

Lee: Hmm... it's not working. There might be a leak in the hose.

Omid: Turn it off, man! I don't want my eyebrows burnt off!

Lee: Better plug that leak with something.

Lee finds some duct tape in one of the cars nearby.

Lee: That should fix it.

Lee begins cutting the tanker off.

Omid: That's crazy, look at it go!

Lee: Just about... got it.

The truck starts to reverse and Omid pulls Lee out of the way.

Lee: Whoa, thanks!

Omid: No sweat, man.

Lee: This thing's hanging by a thread. The smallest cut and it'll go.

Lee hands Omid the blowtorch. 

Lee: Here. The weak portion of the coupling is out of my reach.

Omid: Think it'll be within mine?

Lee: Heh, no. I'm going to dangle you over that ledge.

Omid: The hell you are!

Lee dangles Omid over the ledge.

Omid: God, you're a real son of a bitch, aren't you?

Lee: Shut up and keep cutting.

Ben spots a herd of walkers heading their way.

LRA 13

The herd arrives.

Ben: Guys... there's something coming!

Mark: Shit, walkers!

Carley: There must be thousands...

Lee: Fuck, Omid! Cut! Cut!

Omid: I AM! It's moving! Pull me up!

The tanker is cut loose and falls over to the side.

Lee: Kenny, go!

Kenny starts up the train and everyone gets on. Petroleum leaks out of the tanker.

Omid: Crap, what the hell do we do now?

Lee: Hope to God this works.

Lee kicks the blowtorch off the bridge onto the leakage, setting it on fire. The two head to the other side of the bridge.

Lee: We gotta jump!

Omid: What?! No way!

Lee: Come on, jump!

Omid: No!

Lee: Jump, goddamnit!

Omid: Still no!

Lee: Fine!

Lee jumps off the bridge and lands on top of the train. Omid, however, rolls off onto the ground when he jumps onto the train.

Christa: Shit!

Christa gets off the train to help Omid. The two run to catch up to the train. Lee helps Omid onto the train.

Omid: No! Her! Not me!

The train surpasses Christa.

Omid: Christa, no! Fuck! You piece of shit! She's a woman, don't you know she's-

Christa catches up and gets on safely.

Christa: I'm okay, Omid. I'm okay.

Charles: How are ya folks doing?

Lee: We're fine.

Omid: Speak for yourself. My leg is fucked.

Lee looks back at the bridge. The gas tank explodes, killing walkers and destroying the bridge.

Christa: That was... a LOT of them.

Chapter 8: Lend Me Your Ears

Some time later, Lee is in the driver's cabin with Clementine, who is asleep. Lee finds a drawing of Kenny, Duck and Katjaa in Clementine's bag. Mark enters.

Mark: Next stop... the Atlantic.

Lee: We're finding Clementine's parents when we get there.

Mark: I thought they were dead.

Lee: Looking for them, then. She and I talked it through. She's out cold like I've never seen.

Mark: It's just gotten too bad today.

Lee: Yeah, we're not sure what to do next.

Mark: *sigh* Man, I'd do anything just to take the motor inn back.

Lee: Me too.

Clementine's walkie-talkie springs to life.

???: Hel... lo... there...?

Mark: What the...?

???: Can't wait for you to get to Savannah, Clementine. I've got your parents with me right now. And you be sure to find me whether Lee wants to or not.

The voice is cut off.

Mark: I thought the damn thing was broken...

Lee: So did I. Who was that...? If he has convinced Clementine he has her parents...

Mark: You might want to rethink that plan of yours.

The train continues to its final destination, Savannah.


  • Lee Everett
  • Clementine
  • Kenny
  • Katjaa
  • Kenny Jr.
  • Carley
  • Doug
  • Lilly
  • Chet
  • Mark
  • Ben Paul
  • Jake
  • Charles
  • Omid
  • Christa


  • Jake
  • Chet
  • Katjaa
  • Kenny Jr.
  • Many unnamed Save-Lots Bandits.

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