12 h 20 min, 14 juin 2004 ans - Alice is killed, Lilly kills a mother, her baby and the Governor, the prison is ruined. (The Fall of the Governor: Part 2)

Description:

- Day 331
- Lilly and Austin notice walkers breaching the fence but are too occupied with the prison survivors to pay much attention. Lilly notices the Grimes family running away and head towards a group firing at them. They spot Alice Warren hiding behind a door and wildly firing, trying to give the family enough time to escape. The group opens fire on her and she is shot in the knee and shoulder, sending her to the ground. She fires one last shot killing a soldier right next to the Governor before he kicks her gun out her hand. Lilly approaches and the two former friend stare at each other for a second. Alice spits at Lilly and closes her eyes. Philip points his Tec-9 to her head and pulls the trigger.
- The Governor orders Lilly to open fire on the Grimes family. She doesn't hear him at first but does when he repeats himself. She spots Rick's wife falling behind, carrying a package, or bomb, or gun. She sets her as a priority and pulls the trigger without hesitation. Her back explodes from the shot and she cripples to the ground, falling on top of the object. Lilly stares through the scope of her rifle and realises what she has done. She just killed a mother and her new born baby. Rick Grimes stops for a moment, paralysed... He continues on in tears and tells his son to keep running. He redirects him away from their truck and towards a gap in the fence where the first biters are starting to come through. They narrowly escape the prison.
- The Governor orders everyone to stop shooting at them because the biters will get them for sure. He approaches the group in disbelief that nobody has killed the old man yet. Red tells him that he surrendered and the man begs the Governor to kill him. Philip points his Tec-9 to the man's head and waits for a moment. The blast drowns out the voices of Brian Blake in his head.
- Lilly approaches the body of the Grimes mother in tears. Austin doesn't know what to do and just aims at the approaching biters. Philip asks her what her problem is and she calls him a monster. Furious, he asks her to repeat herself. She screams at him to look at what he made her do and for the first time, Philip Blake sees the consequences of his actions. Austin raises his gun, not knowing who to shoot. Lilly slams the butt of her rifle into his face, sending him to the floor and wedges the barrel deep into his throat. She stands there for an endless moment. Hap Abernathy tells her not to do it whilst Austin tries to convince her that his isn't the way.
- Biters approach and get dangerously close, knocking Austin over. The group gets themselves together and the Governor hits Lilly to the ground with her own gun. Clint Mansell is devoured and the Governor panics, telling the group that they can rebuild the fences whilst yelling at the voice in his head to shut up. Lilly begins to run towards Austin before turning around, raising her pistol and shooting the Governor in the back of the head, blowing his one eye out.
- Philip Blake remains semi-concision and lets out a garbled scream. The voice of Brian Blake tells him one last time that Philip Blake has been dead this whole time. Lilly kicks him into the approaching herd of walkers and he yells out, audible to everyone "PHILIP BLAKE LIVES!" This repeats in his dying brain whilst he is devoured by the walking dead.
- Lilly takes control of the group and leads them away, Austin is attacked by two walkers, he kills one but the other is only grazed by the bullet. Lilly comes to his rescue and kills the walker. Meriwether County Correctional Facility is overrun by walkers. The two surviving residents of the second attack look back on their fallen home, and move on in search of a new place to live.

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