6 h 20 min, 13 juin 2004 ans - The Governor attacks the prison for the first time, they are forced to retreat. (The Fall of the Governor: Part 2)

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- Day 330
- As they approach the prison they find near one-hundred biters piled up against the fences, either as strategy or by coincidence. The seven heavily armoured vehicles and the tank create a huge cloud of dust which blinds Lilly and causing her to temporarily jerk to a stop. The prison residents scramble for cover as the Governor yells "DESTROY THEM ALL!" and the Woodbury soldiers open fire on the masses of biters.
- The sound rings in Lilly's ears and she doesn't get a shot off. She can hear voices yelling for each other to get down. The Governor orders a cease fire and tells the prison survivors to peacefully pile up any weapons, ammo, and supplies in the outer fence and they'll offer mercy. Lilly starts bleeding and gets a horrible stress-induced cramp from the miscarriage. She uses the pain and rage inside her on the monsters inside the prison.
- The Governor gets no response and orders the army to resume firing, but before anyone can take a shot, the Governor is knocked off the tank after a bullet strikes his right shoulder. Everyone stops for a moment until they realise that he's still alive. Arlo Simmons and then another soldier are killed. The Governor gives away the sniper's position and a hail of bullets strike the guard tower until a splash of blood is seen.
- Two soldiers high-five each other. The Governor orders them to put the two bodies into bags. Lilly thinks for a moment about the two soldiers who were killed. Arlo was always nice to her, she didn't know the other guy.
- Gabe argues with Philip, something about 'costing too much ammo' and the soldiers being terrible shots' but Lilly can't hear it. Philip orders another cease fire and orders Jared to fire up the tank. Jared awkwardly drives the tank over the herd of biters to thin it out so two men on the back of a car can lure the remainder of it away. The plan works and now everyone has a clear view of behind the fences. An old man is shot in the arm, the leader named Rick Grimes tackles a young woman to the ground and orders her to get to safety. Lilly takes a deep breath and aims for the man. Before she can pull the trigger she freezes and can't do it, there must be another way.
- The Governor realises that another sniper has started returning fire. The woman named Michonne grabs a man's pistol, and more join in. Which causes everyone to go for cover behind cars. Johnny Aldridge is killed which upsets Lilly. Furious, the Governor punches Gabe in the jaw and orders him to get back into the truck. The army head for the trees, leaving several bodies lying around which they couldn't collect.
- Lilly drives away with Austin and spots Rick on the floor from a shot to the stomach. She feels no satisfaction or guilt.

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