In Harm's Way

## Cast Guide

Starring
Melissa Hutchison as Clementine
Gavin Hammon as Kenny
Scott Porter as Luke
Brian Bremer as Nick
Dorian Lockett as Alvin
Shay Moore as Rebecca
Andrew Chaikin as Carlos
Louisa Mackintosh as Sarah
Michael Madsen as William Carver
Erin Yvette as Bonnie
Julia Farmer as Sarita
Rashida Clendening as Tavia
Dan White as Mike
Christine Lakin as Jane

Also Starring
Jace Smykel as Wyatt
Cissy Jones as Shel
Brett Pels as Becca
Kumail Nanjiani as Reggie
Sean Ainsworth as Hank
Unknown as Lowell\*
Unknown as Tyler\*
Unknown as Vera\*
Unknown as Tisha\*
\*uncredited

**"In Harm's Way"** is the third episode of Telltale Games' *The Walking Dead: Season Two*. It is the ninth episode of the series overall. It was written by Pierre Shorette and directed by Graham Ross.

## Summary

*After reuniting with her old friend, Kenny, Clementine is now prisoner to a man with the intention of preparing mankind's next generation for survival, through any means necessary. Can she and her friends escape?*

## Plot

The episode begins with Clementine staring at a moth on a tree, and is revealed to be on watch over Sarah, who is taking a bathroom break in the woods. Sarah then thanks her for watching her back, although she knows that Clementine was forced to come with her.

One of Carver's guards, Troy, calls out to them, asking if they are finished doing their business. Carver is talking to an unknown individual back at his camp over his walkie-talkie, telling them to prepare for the arrival of both the old and new prisoners, and that tensions may run high. Mentioning that they should be back within 30 minutes, Carver commands Troy to restrain Clementine and Sarah's hands and get them back on the truck. While Troy is busy tying Sarah's hands, Carver warns Troy to not waste fuel in order to keep the truck's heater running, while Clementine knowingly eavesdrops on the conversation. Carver turns and notices Clementine doing so, and tells her that listening in upon someone else's conversation is not polite. Clementine talks back to him, causing him to slap Clementine to the ground, telling her not to test him. Sarah shouts out to Carver to stop, and to not hurt her friend. The two are then escorted back onto the truck. Kenny is concerned that they might have hurt Clementine and yells at the captors, asking them what they did to her as Troy shuts the door to the truck.

In the back of the truck, the survivors remain silent, glancing worryingly at one another. Eventually, Kenny speaks up, saying that they have to do something in order to get out. He then asks Clementine to help him find something sharp to cut the bindings off. Kenny starts to become agitated at their current situation, and Carlos attempts to calm Kenny down, telling him to keep a level head and to not cause unnecessary trouble. Kenny continues to insist on attempting to escape, while the rest of the cabin survivors continue to warn Kenny of Carver's dangerous nature, stating that he has no idea what kind of man he is dealing with. Kenny remarks that he has a "pretty good idea" of who Carver is following the incident at the ski lodge, stating that he is only trying to help before something similar happens to the rest of them. Carlos scolds Kenny for his impulsive behavior, stating that there are consequences to rash actions, and that Kenny mistakes their surrendering to Carver in order to avoid further conflict as them giving up.

Kenny notices a sharp piece of metal jutting out of the truck, which he uses to cut the bindings off. Rebecca tells him that he can't do anything to them, as they are heavily armed and outnumber the restrained survivors. The rest of the cabin group believe that Luke is the only hope they have at the moment, but Kenny goes on to tell the group that he believes Luke abandoned them previously, leaving them behind at the mercy of Carver, while the rest are convinced that he is either somewhere nearby, trying to come up with a plan to help them escape, or possibly dead.

Eventually, the truck begins to come to a stop, and the cabin survivors realize they've finally arrived at the camp, a heavily fortified Howe's Hardware store. Kenny plans to storm Carver and his men when they open the doors. He tells Clementine to back him up, and she tells Kenny that she trusts him and will do what she can to help. He walks towards the door, waiting for it to open, when the truck makes a hard brake, causing Kenny to smack his face into the door as he falls down and loses consciousness briefly. Sarita rushes in to make sure he is okay, while Carlos snidely remarks that it was "probably for the best" that Kenny was knocked out.

The truck is opened by Troy, who is joined by Tavia and a seemingly-apologetic Bonnie, who appears regretful regarding the events at the ski lodge. The group is then escorted by the three into the hardware store. Carver is seen talking through a PA system in a second floor office, telling his people that they are welcoming both new and old guests. He states that regardless of their actions, they must attempt to forgive them, and come to terms with their reintegration into the group. As Carver continues to speak of the status of a nearby herd of walkers, and of his hopes to continue the "expansion project" of the camp. Troy asks Carlos to follow him, as they need some of their people to be looked at. Carlos asks if it can wait, as they are all exhausted, but Troy forcefully makes him come along with him. Troy escorts Carlos away from the rest of the group, as Sarah expresses concern over her father, saying that she needs him, as he looks after her. Clementine tells her that while she doesn't know when, he will come back eventually. The rest of the group are taken to a segregated garden area, dubbed "the pen" by Carver and his people, a holding area where those who break Carver's rules, or are new arrivals to the community, are sent to prove their worth and value, and ultimately earn their way into Carver's main group and community. Carver finishes his speech over the PA system, stating that it is no longer an obligation to simply survive, but to make the community a beacon of hope for other survivors in the area.

The group is untied by Troy and the rest, and are greeted by Reggie, an old friend and member of Carver's community, who helped the cabin survivors escape the compound previously, but was unable to escape along with them. Rebecca and the others are in shock to find out that he had lost his arm since they had last seen him. Nick and Alvin both talk to Reggie. Nick takes the blame for the loss of Reggie's arm, but he assures Nick and the group that the loss of his arm was not their fault, and happened on his own accord once they had escaped. Reggie tells them that he lost his arm due to being bitten by a walker while he was distracted, but that they were able to immediately amputate his arm, thus saving his life. Tavia then enters the pen asking for Alvin, telling him that Carver wants to speak to him in his office. Rebecca pleads for him to stay, but Alvin reassures her that he will be fine, as Carver would have already done something if he intended to hurt him. Rebecca then introduces her new friends to Reggie: Sarita, Kenny, and Clementine. Reggie asks about Carlos' whereabouts, and they tell him that Carlos is looking at some of the people from the community. Reggie then asks about Pete, but upon seeing the saddened faces of the group, infers that he has died. The moment is interrupted by another survivor, who is irritated by the commotion, as he is trying to sleep. Reggie apologizes to him, and goes on the tell the group that the man, whose name is Mike, is the one who amputated his arm and saved his life, and that he has a tendency to be cranky when he is tired.

Reggie goes on to say that while the situation looks grim, the community is not that bad as they might think. He mentions how Carver is working towards building a real community, and attempts to convince the survivors to take part in the process. When the rest of the group disagree and tell them of Carver's doings, with Clementine telling Reggie that Carver killed her friend. Reggie states that Carver gave him a second chance after their escape, instead of simply killing him, and that he is sure he would do the same for the rest of the group. He also mentions how close he is to being let back into the main group, having worked his way up from the bottom. He tells them he would gladly help them try to escape again once he gains Carver's trust, and Clementine promises Reggie to try and keep him from getting in trouble. Clementine then notices a woman watching them as they talk, and asks who she is. Reggie says that the woman is "weird", and that Carver's men found her outside the compound sneaking around covered in what is presumed to be walker guts. After explaining, Rebecca suffers a small contraction, and claims that she needs to sit down. While Sarita and Sarah help Rebecca to relax, Reggie and the rest of the survivors continue to chat among themselves.

Kenny, skeptical of Reggie, tells Clementine that he does not trust him, though she tells Kenny that she likes him. Kenny tells Clementine to investigate the area, and volunteers to distract Reggie in order to buy her time to look around for anything that they could use and/or exploit in order to escape. Clementine interacts with various objects and people around the yard during this time: she looks at the mysterious woman, who gives her an intimidating look back. She looks at the rope close to the wall, and touches the fence. Reggie pleads to Clementine to stop, but Kenny reassures him she is doing nothing wrong. She also talks to Nick*,* and he mentions that he is thinking about Luke, refusing to believe that he would have abandoned them, as he has known him for 20 years. He asks Clementine what she thinks, and she remains optimistic about him coming to help. Nick then goes to sleep, urging Clementine to do the same. Clementine also talks to Rebecca, whom expresses guilt to Sarita over her treatment to Alvin in the past few weeks, and that she is trying to remember the last time that she told him she loved him. Clementine helps comfort and reassures her that Alvin knows it, which Rebecca appreciates. She also talks with Sarah, but she says that she is "trying to be nice", as she doesn't want to get Reggie in trouble. After a short time has passed, Troy brings back Carlos, and orders the group to go to sleep, threatening to shoot them if he sees them wandering around during the night. Rebecca asks him where Alvin is, receiving no answer as Troy shuts the gate. Before the group goes to sleep, Kenny asks Clementine if she is both ready and willing to help, which she confirms.

In the morning, Troy kicks a sleeping Clementine to wake her up. He tells her that Carver is going to debrief the group. Carver arrives, with Troy, Tavia, and another guard standing watch. He goes on to explain the herd situation, giving a status update and a heads-up to be mindful when outside the walls. Carver mentions that while the group may be sore over the previous night's events, it is in the past and that they must move forward. He goes on to state that whether the survivors are new to the community, or members who have went astray, they can all find redemption through hard labor, proving their worth once more. He tells Reggie that he is nearly back into the group, and will be welcomed back with open arms if he continues to keep up the good work. Carver then begins to give each survivor their assignments for the day.

As he speaks, Sarah tries to chat with Clementine, who attempts to stop her. She continues speaking, and a visibly irritated Carver shouts at Carlos, telling him that his daughter is being disrespectful. Carlos tells Sarah to apologize to Carver, but he is unsatisfied with a simple apology; he demands that Carlos 'discipline' her. Carlos asks what he means, and Carver proposes that he smacks Sarah for her improper behavior. Initially hesitant, Carlos attempts to avoid having to hit his own daughter, but Carver threatens him by saying if Carlos doesn't do it, he'll have Troy hit her instead, implying his treatment to be much worse in comparison. With no other option, Carlos regretfully turns to Sarah, who is desperately apologizing to him. He tells her that it will only hurt for a moment, and pauses for a brief moment before Carver tells him to do it. After smacking Sarah, Carlos tearfully states in a soft voice that he is sorry, but Carver refuses to let him continue to coddle Sarah, and let her understand the consequences of her actions. Afterwards, the group is ordered by Carver to get to work. Tavia tells Clementine that she will be working in the armory with Bonnie. Clementine observes a nearby winch in the yard, used for transporting soil and other materials up to the roof, as it breaks and causes a bag of soil to drop down. Tavia then yells to get Clementine's attention, and she hastily follows. The two pass Shel and Becca who are having a discussion about Clementine and Sarah.

Clementine is walked to the armory, and is greeted by Bonnie, who gestures for her to sit down with her. Bonnie tells her that she is loading weapon magazines. Clementine quickly and instinctively begins loading the bullets along with Bonnie. Bonnie attempts to apologize for lying to Clementine, Kenny, and Walter when she was caught back at the lodge. She says she never thought strangers would be so kind to her (referring to Walter's kindness in giving her a generous supply of food). After apologizing, Bonnie mentions that she had planned to leave when Luke and the rest of the cabin survivors decided to escape the compound. She ultimately decided to stay, justifying that it would be easier to stay in the community and try to fix it's problems, rather than escape to begin all over again, as she claims Carver used to be a different person, and that she was sure that he would be able to come around. She mentions how Luke tried to convince her that Carver's community, and his true motives, are not what they seem, and considers that he might have been right to leave after all. She expresses concern for Luke, hoping that Luke is still alive and safe outside, subtly implying that she had shared a relationship with him at one point. Tavia then calls on the walkie-talkie, asking if Clementine is still with her, as she has another job for her to do. Bonnie then gives Clementine a jacket which she found back at the lodge as a small present. Tavia eventually makes her way over, and Bonnie sees Clementine off.

Tavia escorts Clementine to the roof of the hardware store, intending to have her work in the greenhouse. Clementine hears weeping within the greenhouse, and discovers Sarah cowering in a corner, still recovering from the earlier incident. Clementine makes an attempt to comfort her, and Sarah states that her dad had never hit her before. Clementine tells her that Carlos did not want to do it, and that Carver is the one who forced him to. Eventually, Reggie enters the greenhouse, guided by Tavia, telling him to be careful as to not mess up this time. Tavia puts Reggie in charge of the girls and leaves the trio to their task - tending to the plants. Reggie teaches them how to do the chores; cutting blueberry branches, and shearing off any dead leaves for composting. Clementine immediately understands, but both her and Reggie notice Sarah, shaken and hesitant. Reggie asks Clementine if Sarah is alright, as he understands that what happened to her was hard for her, but doesn't want her to get anyone, including himself, in trouble. Clementine tells him that she'll look out for her, and Reggie leaves the two girls to it as he goes to do his own work. Clementines prepares to start her work, but notices Sarah, still standing nervously with the shears in hand. Clementine then goes over to calm Sarah down and helps her do her chores. She aids Sarah the entire time. Carver then visits the greenhouse to check on the girls, only to see Clementine's batch undone.

Carver becomes frustrated at Reggie, stating that he has given him multiple chances and claims that he does not understand what is at stake. Eventually, Carver sends Clementine and Sarah outside of the greenhouse to have a private conversation with Reggie. Clementine and Sarah walk out of the greenhouse, and Sarah anxiously continues to walk towards the edge of the roof, possibly contemplating the idea of jumping off, which Clementine picks up on. As Clementine approaches Sarah and asks if she is okay, they are interrupted as Carver shoves Reggie out of the greenhouse. Carver angrily exclaims he has given him far too many chances, as Reggie desperately pleads for his life. Carver grabs Reggie and holds him over the edge of the roof, and throws him to his death. Carver stoically states that weakness and incompetence will not be tolerated within the community, and menacingly tells Clementine and Sarah to think about Reggie's demise the next time they are asked to do something. Clementine is then told by Carver to go back inside to Bonnie, who has more work for her to do, while he stays behind to speak to Sarah, who is visibly shaken by the incident.

Clementine proceeds downstairs and finds Bonnie. Bonnie asks Clementine to take a bucket of nails out to the people working on the expansion. Noticing that Clementine seems upset, she asks what's wrong, and Clementine tells her that Carver killed Reggie. Bonnie denies the accusation at first, believing it to be an accident. Bonnie then tells Clementine to quickly take the nails to the expansion and to be careful as to not draw more attention to herself, as she goes to ask Carver what happened. Bonnie lets Clementine outside, telling Troy, who is standing watch upon the rooftop, that she is going to take the expansion workers some nails. After reaching the end of the expansion, and noticing the walls being pushed upon by a group of walkers, she enters an annexed shoe store that is in the process of being fortified.

Once inside, Kenny is seen arguing with Mike about doing forced labor. Kenny, not intent on working, pins Mike against a boarded-up window, with Mike angrily telling him to let go. Clementine then tells the two that Reggie's dead, which results in Kenny letting go of Mike, but causes the weakened boards covering the window to fall down, allowing a small cluster of walkers to break through the glass and enter the store. As the three are split up, a walker gives chase to Clementine. With no suitable weapon to kill the walker with, Clementine backs up into a wall, and goes behind an overturned display rack, attempting to escape. The walker follows suit as Clementine scurries away, managing to get the walker to crush itself against the shelf. After noticing more walkers closing in on her, she retreats into a storage room, only to fall over and get tangled in a wire. Clementine gets tackled by a walker, and is saved just in time by Troy, who kills the walker with a crossbow. Troy then yells at Clementine to go back inside, and proceeds to chastise Kenny and Mike for managing to ruin a simple patch-up job, disappointed that he now has to babysit them to ensure that it gets done properly.

On the way inside, Clementine is ambushed and pulled into a comic shop by an unknown person. The person is revealed to be Luke, who explains that he had followed them since they were captured, managing to sneak into the compound unseen. He goes on to state that he hasn't slept or eaten since they were taken, and is visibly pale and fatigued. He states that there are guards stationed all over the compound, watching all possible exits and holes they could use to escape. He then continues to mention the large herd of zombies nearby, and insists that they will eventually swarm the community, stating that it's bigger than any other herd Carver has had to face before. Luke then asks Clementine to get a walkie-talkie and meet him in the comic shop at about the same time the next day, intending to figure out the guard patrol schedules in order to pick the right opportunity to escape. He makes a clear point that they will not be able to simply shoot their way out of the compound, and that they'll have to plan the escape out thoroughly. Upon leaving the comic shop, Troy stops Clementine, demanding to know what she was doing inside. After a small exchange, Troy tells Clementine that Carver wishes to speak with her, and angrily tells her to go up to his office.

As Clementine is walking towards Carver's office, she encounters Wyatt who is making a patrol. He tells her to hurry up, as Carver doesn't like to wait.

When Clementine arrives at the office she sees Rebecca leaving, sobbing. Carver emerges, saying that she is a strong woman, but is surrounded by weak men, something he won't let his child be raised around. In the office, Alvin appears handcuffed to a chair in the corner of the room, badly beaten and unconscious. Carver warns Clementine that she shouldn't be concerned over Alvin's well-being, as she is already close to trouble herself. Carver then invites her to a chair and starts to explain his reasoning behind killing Reggie. He tells her that he liked Reggie, claiming that optimistic and light-hearted people like him are needed for morale, but that he was weak of both will and character. He states that Reggie has had a string of "screw-ups" recently, which have put the community in jeopardy multiple times. Carver explains that with the high risks involved with keeping a large group of people alive, incompetence and failure cannot be tolerated, as it has the potential to put everyone in danger. He goes on to state that killing one person in order to save many is one of the basic components of survival, but Clementine denies his ideals. Carver claims that it is a decision that weak people are not able to make, and so it falls to the strong people– people like himself– to make the hard decisions in order to protect the weak. He explains that he and Clementine are much alike, noting Clementine's extraordinary resilience, courage and willpower. Clementine tells him that she wishes Kenny had shot him. Carver praises her for her courage in telling him off, citing it as "all the proof" he needs. He proposes that Clementine already realizes the similarities between them, but isn't comfortable with them yet, believing that there is no way she would have survived as long otherwise. He recounts his first meeting with Clementine in "A House Divided", telling her that while he knew she was scared, she was able to keep her nerve, impressing him. He states that the next generation of survivors need people like Clementine in order to survive. He refers to Clementine as a child raised "the right way," the way his child will be raised. He expresses that he has had worries about who he would hand off his legacy to, but now that Clementine is around, he no longer has anything to worry about. Clementine tells him that the child isn't his but Alvin's. Carver states that even if it was Alvin's, it's his now.

Carver is then interrupted by a call from Tavia. She tells Carver that Troy backed into the loading bay door when they brought the group in, and that it is damaged so that it won't close all the way. She states that it isn't anything to be overly worried about, and advises Carver to have someone take a look at the door in order to repair it. In the middle of the conversation, Clementine eyes the microphone and PA system in his office, making note of it. Carver, annoyed over Troy's recklessness, tells Clementine to head back out to the pen, as it is almost time for supper.

Clementine returns to the group as they are discussing how they can escape. She returns in the middle of the conversation, as Mike criticizes Kenny's plan, which consists of drawing the herd to the compound, and escaping in the middle of the ensuing chaos. While Rebecca and Mike are in opposition to Kenny's plan, Clementine brings up Luke's plan of monitoring the guards to pick a time to escape. Rebecca says that Luke's plan is the one she votes for, as its the safer and smarter alternative. Kenny argues against it, noting the amount of time that it could potentially take. Kenny goes back to his plan once more, stating that all they need is something that can make enough noise to draw the attention of the approaching herd (mentioning Molly, in Crawford). Mike makes a mention of the various speakers around the building, specifically the ones pointed towards the parking lot. Clementine mentions that she saw the controls in Carver's office. Rebecca further supports Clementine's claim, stating that it is all controlled within Carver's office, as she used to make most of the announcements when she was previously part of the community. She notes that the outside speakers are turned off by default, but if someone could sneak into the office, they could enable them in order to draw the herd towards the store. Kenny states that it's perfect, and questions why Rebecca didn't bring this information up sooner. She says it's because it doesn't change anything; the safe and sensible option is still to get Luke the radio. After a small amount of bickering, the group comes to the consensus that both plans can work together; Luke can use the radio to monitor both the movement of the herd and the guards, using the information to pick the right time to escape, and to pick the safest route through the herd.

They start to discuss the next problem with the plan: it would be impossible to pass through a herd of walkers without getting themselves killed in the process. Jane, the other mysterious survivor in the pen, finally speaks for the first time in the episode, stating that she passes through herds regularly by covering herself in walker guts in order to camouflage herself and hide her scent. Rebecca and Mike dismiss the idea as 'crazy', refusing to believe that it would work. However, Clementine then mentions how she has done it before as well; Lee and her used the same method in order to escape the Marsh House. Agreeing on the plan, the group then works to figure out how to access the stock-room in order to acquire a walkie-talkie. Jane says that she also has a plan for that, saying that they can use the winch in the yard to hoist Clementine up to the roof, where she can drop down into the stock-room from the skylights in order to grab a radio. Clementine agrees, and Kenny asks Mike to help pull her up.

Mike begins to lift Clementine up to the roof, but is interrupted by the guards returning to check on the survivors. He has to let go of the rope so that they are not seen, forcing Clementine to grab onto a nearby ladder and climb the rest of the way herself. As she climbs the ladder, she notices the gigantic herd beginning to manifest in the distance. Reaching the roof, Clementine spots a guard overlooking the parking lot, talking to Tavia over his walkie-talkie. He mentions the herd, which he estimates to number in the thousands. After sneaking across the roof, Clementine opens the skylight window over the stock-room, and climbs down. Tavia is seen pacing around the room, talking to Hank, the guard seen on the roof. As they discuss various topics, Clementine manages to evade Tavia's line of sight, and takes two radios from the charging station. Clementine begins to scale the stock-room shelves back up to the roof as Tavia reaches for a pack of cigarettes, oblivious to Clementine's presence.

Clementine sneaks back to the group with the walkie-talkies, and lays in her bunk. Kenny reminisces about Duck, saying how he misses him and how he always remembers the dumb things he used to do, and how it gets harder each day to remember that he was a good boy. Kenny then tells the others to get some rest, as they have a long day tomorrow. The next morning, the group tries to decide who should deliver the walkie-talkie to Luke, but are interrupted by the arrival of Tavia; Rebecca, Nick, Sarah, and Jane are escorted out to work, leaving Kenny, Mike and Clementine alone in the pen. Tavia tells the trio that Troy will be coming for the rest of them. After Tavia leaves, Mike and Kenny continue to discuss who should take the radio. Kenny insists on Clementine taking it, as he trusts her and believes that her size and stature ensure the best chances of not getting caught, while Mike argues that he should take it, as Clementine is only a kid and shouldn't be pressured into something so dangerous. The bickering is cut short by the arrival of Troy, who makes a clear point that today will not be like yesterday; he will be keeping a clear eye on them the entire time to ensure nothing happens again, inadvertently complicating the plan. As Troy turns and commands the rest to follow, Kenny swiftly and stealthily places the radio in Clementine's pocket. On their way to work, Bonnie comes across them, telling Troy that Clementine is with her. Now separated from Kenny and Mike, Clementine walks with Bonnie, who says that she didn't believe Clementine earlier regarding Reggie's death. She went to talk to Carver after she told her, and he coldly assured her that Reggie's death was necessary, much to Bonnie's shock. Clementine is visibly anxious about having the radio in her pocket, and Bonnie asks if she is alright. Clementine says that she doesn't trust her. Bonnie says that she understands that Clementine is uncomfortable around her, and won't force her to stay around if she doesn't want to. She lets her go back with Kenny and the rest.

Clementine enters the comic store to meet Luke, but he is nowhere to be found. Clementine shouts and looks for Luke, but after searching for a small amount of time, Troy enters the store, enraged, and slaps Clementine telling her she is not allowed to be in here. She is then forcefully escorted back to the pen with Kenny and Mike.

They are led back to the pen by Troy, where it is revealed that Luke has been captured by Carver. Carver expresses his disbelief over the deception, and how the group has repaid his trust and kindness with betrayal. He holds up the the walkie-talkie confiscated from the rest of the group, and tells them that whatever plan they had is over. After giving a brief speech about how they can't simply run away from their problems and hardships, he demands to know where the other walkie-talkie is, asking for the thief to come forward. He begins to count to three, threatening further violence if the radio is not returned by then. Clementine tries to say that she has it, but Kenny manages to grab the radio from her pocket unnoticed, and takes the blame himself for stealing the walkie-talkie. Carver extends his hand, gesturing for Kenny to give it to him. Kenny cautiously approaches Carver, and drops the radio in his hand. Carver then continues his count to three, before beginning to viciously beat Kenny with the radio. Carver repeatedly bashes Kenny over the side of his head with the walkie-talkie, as Sarita and Nick desperately plead for him to stop. Sarita starts screaming and runs to defend Kenny, but Carlos restrains her, not wanting her to get hurt as well. Carlos calls out for Clementine to help him restrain Sarita, as Carver continues to brutally beat Kenny. Clementine runs towards Kenny, only to be stopped by Troy, who hits her in the face with his rifle, knocking her to the floor and giving her a gash along her face. Carlos keeps Sarita from the same fate.

Bonnie eventually appears, pleading for Carver to stop. She continues to tell him that there's a breach, which gets Carver to immediately stop. He punches Kenny one last time, leaving him battered, bloody and unconscious on the floor. Carver then moves out with the rest of his guards, telling Bonnie to stay behind and make sure the rest of the group doesn't get in any more trouble while he's gone. Carver also refuses to give the survivors supper as punishment for their attempted betrayal, before leaving the scene. Bonnie crouches down and inspect the unconscious Clementine before telling Carlos to stabilize Kenny and get him able to move, as she plans to leave tonight.

After a few hours, Clementine wakes up to the aftermath of the beating; Sarita is seen crying over Kenny as Rebecca comforts her, while Luke and Mike speak with Bonnie at the gate. Rejoining the group by the fire, Luke and Mike report that Bonnie will unlock the gate and free them from the pen as soon as they can get the PA system running. Rebecca is elated by the news, but Luke is less optimistic. Luke goes on to argue that leaving tonight is too much of a risk, as Kenny is beaten to near death, Luke himself is still suffering from an earlier beating from Carver, and Rebecca is almost in labor. Mike and Rebecca argue against the prospect of staying, believing that the best course of action is to leave before Carver can do something worse to them. Eventually, Carlos comes back over to the group, shaking his head. Clementine asks if Kenny is okay, and Carlos goes on to state that Kenny's orbital has been fractured, and that there is very little hope that he will be able to use his left eye again. While he cleaned the wound, got the swelling down, and did his best to bandage it, he cannot be sure of the extent of the damage until Kenny wakes up, but proposes that there is a very high chance that Kenny has suffered brain damage. Luke, playing the devil's advocate, regretfully suggests that if the group really wants to leave tonight, they may have to consider leaving Kenny behind. Sarita immediately refuses, but Luke insists that there is no other way; if Kenny does not wake up on his own, they won't be able to carry him out of the compound. Clementine tells him that they won't leave Kenny behind. Suddenly, Kenny wakes up on his own, and manages to stand up and stagger over to the group. Seemingly unfazed by his wound, Kenny states that the plan doesn't change; they still leave tonight. Kenny proposes that they should decide on a meeting spot, in case they get split up during the escape. They agree to meet up at a nearby Civil War site called Parker's Run, which the cabin survivors had previously used when they first escaped from the compound. Luke mentions that all they need now is someone to go and set off the PA system to set the escape plan in motion. Realizing that she is once again the best choice to get into the office, the survivors send Clementine up to the roof once more. As she ascends the winch, Rebecca gives her instructions on how to turn on the PA system and the outdoor speakers, then tells her to meet the rest of them in the stock-room. She also tells Clementine to make sure to bring Alvin with her.

Reaching the roof, Clementine drops down the skylight into Carver's office. She sees Alvin sitting in the chair, still lying unconscious and covered in his own blood. Clementine attempt to wake him, but to no avail. Afterwards, Clementine turns on the microphone and the outdoor speakers, only to notice that there is no CD in order to play sound. Finding a CD, she puts it into the stereo system and turns up the volume, which begins to play generic mall music along with advertisement announcements. Clementine looks down from the office to see Bonnie, having heard the signal, heading towards the pen to free the group.

Alvin approaches the desk quietly, much to Clementine's surprise. He opens a drawer on Carver's desk, seemingly searching for something. He eventually pulls out a small, single-shot derringer. He muses about the irony that a man like Carver would have such a little gun. Clementine looks back out the window to see Carver and a few armed guards splitting up to defend the building and to shut down the PA system. Clementine tries to convince Alvin to leave, but he says that he is in no condition to move, volunteering to stay back and buy Clementine and the group time to get away. Clementine initially refuses to leave him, but eventually agrees. She thanks him for his sacrifice as she leaves, and Alvin tells her to "look after [his] girls", saying that he had a feeling that his baby would be a girl. After saying his final words, Hank enters the room, and shoots Alvin in the shoulder. Alvin, using his last ounce of energy, manages to shoot the surprised Hank in the chest, killing him. Alvin then slumps over in the chair, succumbing to his wounds.

Clementine leaves the office and emerges on the roof. As she heads to the stock-room, she looks out in the distance as the large herd of walkers begins to enter the parking lot. Tavia comes running outside, and begins shooting into the herd as Clementine slips away unnoticed. Reaching the stock-room, Clementine drops down the skylight, only to find that Carver has located and caught the group once more, holding them at gunpoint. He berates them over their decisions, claiming that he will not hesitate to shoot Rebecca and the baby should they attempt to leave again. Clementine then jumps on Carver's back, stunning him. As he attempts to regain his footing, Kenny punches him in the face, while Luke moves in from his side to disarm him, and holds him at gunpoint. The tables now turned, Carver holds his hands up in surrender as the group contemplates what to do with him. Rebecca notices Alvin's absence and asks Clementine what happened to him. Clementine stays silent, and Rebecca realizes he has died. Luke attempts to comfort her, only for Rebecca to coldly tell him to kill Carver, much to Luke's surprise. Clementine then tells Luke to shoot him. Kenny then shoots Carver in both of his kneecaps. Collapsing to the floor, Carver looks up at Kenny and the group in surprise. Kenny then lowers his gun before walking past Carver towards a work-bench. He grabs a crowbar, and tells everyone in a menacing tone to wait outside. Sarita attempts to convince him to leave instead of killing Carver, but Kenny refuses, stating that he only needs a minute. Luke, disgusted, angrily criticizes everyone's morality for letting Kenny do this, claiming that although there is not one part of Carver he doesn't hate, that doesn't make this right. Luke leaves the room, stating that he wants nothing to do with what's about to happen. Carver continues to taunt the rest of the group, calling them ingrates, unaware of how good they have it inside the community. He claims the group are lambs to the slaughter, with no shepherd to guide them once outside the walls. He then weakly attempts to convince Clementine to stay and watch, while Sarita approaches Clementine, not wanting her to watch the horror.

Clementine agrees to leave with Sarita. As she begins to walk away, Carver begins to taunt her, saying that she knows she wants to "see the show". He continues an ominous rant towards Clementine, claiming to know who she is, and that she's only trying to deny her true nature. Clementine appears shocked by his words, but nevertheless exits the stock room with Sarita. Outside, everyone listens on as Kenny savagely beats Carver to death. Sarita confides to Clementine that that isn't the Kenny she knows, and that she thought she could pull Kenny back from his increasing instability. Kenny exits the loading bay, covered in blood, while everyone else simply stares at him.

As walkers begin to close in on the store, Luke gives Clementine a hatchet to use. They kill some of the approaching walkers, and begin to cover themselves in their blood. Clementine applies the blood to Sarah's back, with the help of Carlos. As the group gets ready to move out, they are surprised by Troy, who suddenly emerges from the loading bay, angrily asking what the group is doing (referring to them covering themselves in guts). Luke attempts to reach for an assault rifle while Troy is distracted, but Troy notices him going for the gun and holds Luke at gunpoint, threatening to shoot him. Jane intervenes by calmly approaching Troy while holding a gun, and attempts to sweet talk him by proposing to run away together, to which Troy eventually agrees. Catching him off guard, Jane shoots him in the groin, takes his assault rifle and leaves him to be devoured by the walkers. As they prepare to leave, Jane explains to the group how to act in the middle of a herd. The group begins to enter the herd, while various members of Carver's community, alerted to Jane's gunshot, begin to haphazardly fire into the herd below. With bullets now flying around them, tension increases and Sarah starts to panic. Carlos notices Sarah beginning to break down, and asks Clementine to help calm her down. Before Clementine can respond, a stray bullet hits Carlos in the neck, causing him to stumble forward. Drawn to the blood, a small group of walkers attacks and devours Carlos as Sarah looks on in absolute terror. As Sarah witnesses her father's gruesome death, she starts to scream, her cries attracting the attention of the surrounding walkers. Sarita and Bonnie begin killing walkers in an attempt to save both Clementine and Sarah. Sarah, suffering a complete mental break down, frantically runs off into the herd on her own. As the group starts to get separated in the midst of all the chaos, Clementine is forced to kill a small group of walkers that are beginning to take notice of her. After dispatching the zombies, Clementine hears Sarita cry out in the distance. Rushing over to her, she finds Sarita struggling with a zombie, which begins to bite into her wrist. Clementine and Sarita look on in horror as the zombie continues to bite. Clementine hacks off Sarita's arm on the spot in two slices. She looks on in shock as Sarita clutches at her bleeding stump. Horrified, she lets out a bloodcurdling scream as the screen cuts to black and the episode ends.

## Deaths

* Reggie
* Hank
* Alvin
* William Carver
* Troy
* Carlos
* Shel (Off-screen)
* Becca (Off-screen)
* Wyatt (Off-screen)

## Trivia

* First appearance of Lowell.
* First appearance of Tyler.
* First appearance of Vera.
* First appearance of Tisha.
* First appearance of Mike.
* First appearance of Jane.
* First (and last) appearance of Hank.
* First (and last) appearance of Reggie.
* Last appearance of Becca.
* Last appearance of Shel.
* Last appearance of Wyatt.
* Last appearance of Alvin.
* Last appearance of William Carver.
* Last appearance of Troy.
* Last appearance of Carlos.
* As of this episode, Dan White (Mike) and Christine Lakin (Jane) have been added to the main cast.
	+ Also as of this episode, Rashida Clendening (Tavia) has been readded to the main cast.