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John's Dairy Farm, along with the rest of the group. When she sees the condition that Mark is in, she is visibly worried. She then complains about the place not being safe for the group and that they should take their food to go. For most of the episode after that, she is shown standing at the gazebo with her father, Larry. If the player chooses to speak to Lilly, she will reveal that her and Kenny were arguing because Kenny found a locked door and wants to find out what's behind it.

Lilly will also reveal a little about Larry's past, telling Lee of the loss of her mother, and how that caused Larry to act so violent. After Lee opens the door in the barn, Lilly is shown at the dinner table with everyone else. When Lee returns from upstairs and informs the group that they are eating people, Lilly does not believe Lee at first. But once Brenda St.

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John confirms that this is true, Lilly looks at her in disbelief. Lee also has the option of telling Lilly to grab a knife, in which she grabs a table knife and stands up, before being held at gun point by Andrew St. She then demands the St. John's to let her and the group go before Lee is knocked out. Lilly is seen throwing up in one corner, due to her consuming the human meat. She also desperately tries to get Larry to calm down, but to no avail. When Larry has a heart attack in the meat locker, Kenny believes that Larry is dead and will return as a walker. Lee must choose who to side with between aiding Kenny and kill Larry with a salt lick or aid Lilly and save her father.

Kenny, however, thinks that Larry is gone and is a risk of becoming a walker. He will kill Larry by dropping the salt lick block while Lee is trying to save Larry. Lilly and Lee's relationship becomes stronger, however, Lee's relationship with Kenny takes quite a downfall, as Kenny felt betrayed with a tough and unpopular decision and chews out Lee for not having his back. Shortly thereafter, Lee gets into a confrontation with Danny St. John inside the barn. After Lee is momentarily dazed and Kenny fails to assist, Lilly saves Lee by attacking Danny and pushing him into a bear trap.

Later, when Andrew is fighting with Lee during the storm, both Clementine and Lilly will stand by the barn watching as Andrew attempts to force Lee's head into the electric fence. Since Lee attempted to resuscitate her father instead of aiding Kenny, she will shoot at Andrew, freeing Lee from his grip and showing a sign of care for Lee. Helping Kenny : If Lee chooses to help Kenny kill Larry believing that there is a risk, he aids Kenny in crushing Larry with the salt lick block by pulling Lilly off of her Dad and holding her back.

This decision, however, both enrages and upsets Lilly since she claims her father was still alive and causes her relationship with Lee to deteriorate. However, Kenny believes they both made the right decision. While Andrew is fighting with Lee during the storm, both Clementine and Lilly will stand by the barn watching as Andrew attempts to force Lee's head into the electric fence. Since Lee tried to help out Kenny instead of her, she will just watch, with no attempt to try and shoot Andrew, despite Lee's cry for help.

No Choice : If Lee doesn't make a choice, Kenny will push Lee out of the way and tell him he's useless. He then grabs a salt lick and drops it on Larry's head, while Lilly was trying to save Larry. Kenny is angered by Lee's indecisiveness, but Lilly does not hold anything against him. After the group escapes the St.

John's Dairy Farm, the group hears a car parked with doors open. After Kenny and Katjaa see all the food in the trunk, Lilly sides against taking the food. If Lee sides with taking the food, then Lilly will assist in carrying the boxes, if he does not, then she will not help carry the boxes whatsoever. After Kenny and Lee return from the Pharmacy, she is either content or enraged with the amount of supplies scavenged.

When Kenny suggests leaving in the RV, she scolds him and Lee, depending if he helped to kill Larry about how she trusts them. Kenny insists on his plan, and she becomes enraged once again, mentioning stolen supplies. After everyone leaves, Lee comes back to ask about what she meant by "stolen supplies", and she states that someone has been stealing them.

She asks Lee to look around for clues. With the help of Duck, Lee finds the medical supplies that were hidden outside, she then realizes someone is selling them out, and takes it very personally, believing it to be a crime bordering on indirect murder, and asks Lee to help her round up the group so the traitor can be exposed. But before that can happen, she looks outside and finds the Save-Lots Bandits holding the group hostage.

She grabs a rifle, ordering Lee to distract the bandits, and jumps outside her window. Lee's distraction works, and she takes the bandits by surprise, showing great skill at sniping the bandit leader and several others, as Lee gets everyone on the RV. When walkers arrive, she barely manages to enter the RV, knowing the Motel is lost. With the motel gone, she loses it and begins to question who the traitor is.

If Carley was saved in "A New Day" : Lilly will believe it is Carley but Ben defends her and tries to sort things out by putting it to a vote, but then this leads Lilly to believing it could be both of them but puts Carley as her top suspect. When the RV runs into a walker in the road, and they have to pull over for an emergency stop, the confrontation comes to a head, as she tries pressuring Ben and Carley into pointing fingers at each other, threatening to leave one of them behind. When the argument gets heated, a crisis occurs as Carley insults Lilly, telling her that she is being paranoid and is acting like a scared child.

When Carley turns her back on her, Lilly grabs her pistol and shoots Carley in her cheek, killing her in the heat of passion and then justifying her action by stating that she must have been the traitor, even though she herself didn't seem entirely convinced. If Doug was saved in "A New Day" : Lilly will believe it is Ben but Doug defends him and tries to sort things out logically, but Lilly continues to suspect Ben as he could have possibly been planted in by the bandits as he joined recently.

When the RV runs into a walker in the road, and they have to pull over for an emergency stop, the confrontation comes to a head, as she tries pressuring Ben into confessing that it was him and getting the group to vote against him. When the group gets distracted by Kenny killing a walker, Lilly grabs her pistol and points it at Ben fully believing that he is the traitor, but Doug pulls him out of the way and is accidentally shot in the back of the head. Lilly shows great regret after killing Doug.


Lee pins her up against the RV, forcing her to drop the weapon. She does so and says she was just trying to protect the group. Lee is confronted with the decision of leaving her behind, or allowing her to stay with the group in order to pass judgment on her later. However this changes nothing and she watches as the group pulls away in Kenny's RV. A walker approaches her and she begins to run. Allowing Lilly to stay Alive : If Lee allows her to stay with the group, she still reveals Lee's criminal past to the group due to shock. Lilly is tied to the seat.

When the group investigate a defunct train, she breaks free and steals the RV when it's parked near the train. If Lee didn't assist Kenny in killing Larry in the previous episode, Lilly will offer him the chance to join her when he goes inside the RV to get a pencil; Lee can either refuse or accept. If Lee refuses, Lilly will force him out of the RV and drive off, and if he accepts she will tell Lee to get Clementine but instead, tricks him and steals the RV.

Kenny comments that she isn't very likely to be able to drive more than 30 miles, as the RV's radiator is worn out and close to overheating. When Lee asks the remaining group members for their view on Lilly upon reaching the train, each give their own opinion. Katjaa will say that she would have left her. Ben will say that he wouldn't have known what to do if he had to make the choice. Later on, Clementine mentions Lilly and that she gave Clementine hair bobbles for her hair that she still keeps. Clem says that Lilly was in her group and shot Doug or Carley.

During this, Clem asks why Lilly shot Doug or Carley, to which Lee responds that she did it out of sadness and anger. If Lilly was brought with them, she can be seen sleeping in the back of the RV. Lee then asks Clem whether she thinks they should have brought or left her, depending on her fate in "Long Road Ahead". Clem can say maybe or no, or that she doesn't know. Despite abandoning or being abandoned by Lee, Lilly managed to survive the next mass of years presumably by herself as she states that she spent years wandering until she found the Delta. At some point, she joined the Delta , getting involved in their war with a group of survivors further north.

She took part in the smuggling operation to take Tenn's sisters. A year later Lilly, with another Delta member, Abel , searched the woods for the children, coming across Clementine and her companion Alvin Jr. After Clementine managed to disarm Abel, Lilly pressed her rifle to the girl's neck from behind to stop her. Pinning Clementine to the ground with her foot, Lilly ordered her to help take them to the other children.

However, upon Clementine rolling over, Lilly recognized the girl from her days with Lee and the other Motel survivors. Helping her up, Determinant , Lilly dismissed Abel's concerns and treated Clementine as an old friend, peacefully persuading her to help recruit the children now, offering Clementine protection for her and Alvin Jr. However, Violet and Louis prepare to ambush Lilly from the bushes, with Violet shooting Lilly in the shoulder or distracting her and Abel to allow Clementine and Alvin Jr.

Lilly and Abel chase the pair through the woods only to lose them when a walker herd blocks their path. Lilly and Abel then returned to their group to recruit more people to take the children from the school by force. Two weeks later, Lilly and some members from the Delta attacked the school, breaking through the barricaded gates. Clementine then revealed herself, aiming an arrow at Lilly. Calling off the sniper in the trees, Lilly attempted to negotiate with Clementine, even resorting to baiting Tenn out by mentioning how his sister enjoyed living with the Delta.

She then tried to grab Tenn as the boy revealed himself to her, either succeeding or not depending on Clementine's reaction Determinant. The confrontation escalated as Mitch detonated his fertilizer bomb in the Delta's carriage, knocking Lilly and her companions down. She recovered though, stabbing Mitch through the neck with her knife and ordered her squad to kill the children who resisted and capture those who did not. A few minutes later, Lilly saw Clementine tackle Abel from the school balcony, breaking her companion's legs on the fall.

Lilly pointed her rifle at Clementine but was unable to fire given their history. They then fled the school, having kidnapped Omar , Aasim , and Violet or Louis. Determinant Running through the gates, she threw a molotov at the entrance to stop Clementine and the others chasing them. She glared at Clementine through the fire then took off with her group. She and another member of the S. Stewarts Fitzgerald tell Minnie to hurry and finish her duties to return to the ship. When Minnie tells her okay, Lilly returns to base.

Lilly is later seen after Clementine has been locked up in the ship. She enters the cell with a gun, as Minerva watches on with her Crossbow. She tells Clementine a story about her father, Larry, where Clementine can antagonize her. Lilly then tells Clementine about the "twin parable" about Minerva and Sophie. She says Minerva realized the Delta was a place they could live, however, Sophie didn't.

When the two tried to escape, they were caught, and Minnie killed Sophie to prove her loyalty. Minnie is visibly shaken as Lilly tells Clementine what happened. She then proceeds to tell Dorian to make an example out of Louis or Violet, cutting off their finger. If AJ allows it to happen, Dorian goes through with the amputation.

Either way, AJ threatens Lilly, who approaches him, telling him he'd make a great soldier. Amused by his threats and by the fact that he was the one who killed Marlon, Lilly takes AJ to speak to him, ordering Minerva to watch Clementine and Dorian to turn on the boiler to get far from here, fast.

After Clementine beats Minerva, she reaches the top of the ship to get AJ back. Lilly and Gina are talking to James , and Lilly orders Gina to kill him. Tenn interferes, grabbing Gina's gun and pointing it at Lilly. Lilly tells Gina not to do anything, and tells Tenn to "do it.

She tells him he's clearly not meant to be a soldier, and points the gun to his head, ready to kill him. AJ proceeds to bite Lilly's hand, stunning her.

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Clementine reveals her position, attacking Lilly as James fights Gina. Given the opportunity, Clementine kicks the knife twice, severely injuring Lilly, causing blood to pour from her thigh. Noticing the gun, both Clementine and Lilly jump for it, however, someone else has grabbed it. Lilly begs for her life, saying she'll leave them all alone and return to the Delta as James defeats Gina and tells AJ to spare her life, as she's beaten.

Tenn tells him it's a trick and to finish her off. After her body has hit the ground, AJ continues shooting her lifeless corpse, much to James' shock and dismay. Sullene approaches, calling out for Lilly to tell her the other kids escaped, before noticing her body.

Angry, Sullene aims her gun, ready to kill the kids. The bomb then goes off however, stopping her from doing so. James smiles and approaches AJ, turning his back to Lilly to grab the gun. As he does this, Lilly removes the knife from her leg and stabs James through the back, killing him. As James dies, Lilly takes the gun. After James has died, Lilly aims the gun at AJ, but before she could do anything the bomb goes off. Clementine says nothing Alive : If Clementine says nothing and time runs out, James will take the gun off of AJ and the result will play out as the same if telling AJ to put it down.

If Lilly was spared in the previous episode, she will be seen fleeing away from the Delta's ship on a raft after Clementine escapes the boat, subsequently abandoning her fellow members. Clementine has the option to talk or shoot at her three separate times but will miss each shot. Their conversation can end in four ways, firstly Clementine can attempt to make a third shot that again misses or tell Lilly that if they ever meet again she will kill her, leaving their relationship on negative terms.

However, the two can part on more neutral grounds if Clementine tells Lilly that she pitied her or wishes her good luck and hopes she can find happiness after everything. No matter what option Clementine chooses Lilly decides to journey back to the Delta, a small expression of regret can be seen on her face as she floats away. If Lilly was killed in the previous episode, as the boat continues its explosion, her corpse can be seen sliding down into the water next to Clementine. They both reach for a pistol dropped on the ground but AJ collects it first, holding Lilly at gunpoint.

Lilly feigns her defeat and resignation, and pleads for her life. Seeing through her lie, Clementine orders AJ to shoot, Lilly is then shot in the cheek — killing her instantly. AJ then proceeds to shoot her dead body multiple times out of anger until he is finally stopped by James. Lilly can be killed depending on Clementine's actions and decisions. These deaths are considered non-canon, and result in a game over.

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Clementine will then re-spawn and be allowed to try again. Below is a pictorial list of when Lilly can be killed. Lilly is Larry's daughter, and she is fiercely loyal to him. She admits that he has a short temper, and can be difficult to deal with, but says that this comes from a lot of pain in Larry's past, and that underneath that, he's a good man, trying to keep her safe.

The two do not always agree, or even get along with each other, but even when they're fighting, Lilly and Larry will present a united front to others. Larry is one of Lilly's greatest sources of support and of stress, since she constantly worries about his heart condition, and Larry seems incapable of remaining calm during some situations. Lilly says that her father is the only thing she has left in the world. At the St. John's Dairy Farm , these two mostly kept to themselves during the time before dinner, as they are seen alone near a gazebo. After the events at dinner and being locked in the meat locker, Lilly desperately attempts, to no avail, to keep Larry from acting up and pounding on the door.

Larry has a heart attack and passes out the on the floor.

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She acts in desperation and begins CPR. After Kenny smashes his head in with a salt lick, she goes into a state of depression which causes her to become more cold and vengeful. Lilly's relationship with Lee is determined by his decisions. If Lee often sides with Lilly, she will show him a side of her that no one else seems to see, and will be nice and caring towards Lee.

If he sides with Kenny, however, she will act much more hostile towards Lee. Lee and Lilly's relationship is seriously affected during the meat locker incident at the St. John's dairy. If Lee decides to try and help revive Larry, she will be more understanding towards Lee, and save him when he is held at gunpoint by Danny St.

John , and later again when Andrew St. John is attempting to shove him into the electric fence. On the other hand, if Lee decides to help Kenny kill Larry, then Lilly will hate Lee for what he did to her dad, and will not even attempt to save Lee when he is in danger. If she is left behind, it is the last time Lee sees her. If he brings her along and he tried to save Larry in the meat locker, she will ask him if he wants to come with her, as she plans on stealing the RV.

Lee decides whether or not to go with her, if he declines, he will be thrown out of the RV as she drives away. If he agrees, he will be going to get Clementine when Lilly begins driving, leaving him behind. On the other hand if he brings her along when he helped Kenny kill Larry earlier, Lilly will throw Lee out of the RV before he can say anything. When reuniting with Clementine in " Suffer The Children ", Lilly will quickly assume that he's dead due to his absence, and seems to express some measure of regret.

Determinant Despite whatever relationship she and Lee might have had when they were in Georgia, Lilly has no problem using Lee's death as a way of taunting Clementine, warning that AJ would cause her death just a she caused Lee's death. Although they are not seen interacting much, Lilly and Clementine seemed to have a positive relationship. Lilly agrees to protect Clementine in the St. John's Dairy regardless of how she feels towards Lee.

Kenny can remark that Clementine is one of the few people Lilly seems to care about after the meat locker incident. She is seen keeping Clementine company on Jolene's camera, smiling while watching Clementine play with her ball and also gives Clementine her hairbands. Lilly's concern for Clementine's well-being was also one of the reasons she is extremely paranoid over medicine being stolen.

However, in " Suffer The Children ", their relationship has greatly changed, despite not having seen each other in years. Despite Lilly's changed, ruthless personality, she still cares for Clementine, as shown in their initial interaction in the episode and how Lilly is unable to bring herself to shoot Clementine during the raid despite her being the biggest obstacle to the raid's success.

In Clementine's fight with Abel, much to his annoyance, he implies that Lilly wanted Clementine to work with them instead of killing her. Lilly compares Clementine to Lee, particularly in regard to her relationship to Alvin Jr. In " Broken Toys ", Lilly shows a much more antagonistic side to Clementine, mostly because of being more confident being on the Delta boat. She will tell Clementine she's genuinely impressed for being able to infilrate the boat. After being attacked by Clementine, Lilly lost all hope of convincing Clementine to join her side and has nothing holding her back from killing her.

Kenny and Lilly have a very tense relationship with one another. Kenny wants what is best for his family and tends to often get in the way of Lilly's management. Lilly and Kenny first meet at the drug store where Lilly's father demands that Kenny's son, Duck, should be thrown out to the walkers for possibly having been bitten.

Kenny is extremely hostile to Larry. This starts their relationship off on a bad level. After Larry suffers from cardiac arrest, due to his heart condition, Lilly takes care of him, leaving Kenny in charge of the group. When Carley is given an order by Kenny to shift in with Doug when he needs it she replies "You got it, 'boss. Throughout " Starved For Help ", Kenny and Lilly constantly argue over who's leadership method should be followed. Kenny and Lilly's relationship is seriously affected during the meat locker incident at the St. John's Dairy Farm. Kenny will kill Lilly's father, Larry, with a salt lick, in fear of him reanimating.

This completely solidifies Lilly's hatred for Kenny, and causes Lilly to begin a deep grieving process for her father. Kenny still claims to, although he worries her being the leader is a bad things, not distrust Lily despite their problems. When Lilly suffers from paranoia, culminating in her murdering one of the group, the pair's relationship reaches the end of any hope for reconciliation; Kenny himself declaring Lily stay behind and takes her role as leader from her along with Lee , referring to Lilly as a 'crazy bitch'.

These two had little shown interaction, but Lilly most likely saw Katjaa as very valuable due to her medical training. However she displayed a lack of consideration for Katjaa when she decided that Kenny's vote regarding the thief of the group's supplies would count for both him and Katjaa. If Lee left Lilly on the road, Katjaa will say that she would've done the same thing.

Lilly doesn't say much about Duck, though she can find him annoying at times. When they first meet, Lilly tells Larry that he is just a boy. She reveals later that she didn't side with her father, who said that Duck should be thrown out. Despite having a tense relationship with and many arguments with Kenny, Lilly doesn't hate Duck, Kenny's son, and cares for him. Lilly doesn't have much faith in Duck, as she refuses to let Duck handle their supplies. Lilly's care for Duck's well-being was one of the main reasons why she was extremely paranoid over supplies being stolen.

Carley and Lilly's relationship is not well explored in "A New Day" and "Starved For Help", though it seemed that, like the rest of the group, she dislikes Lilly's father, Larry, and is frustrated by her constant arguing with Kenny. However, it is clear that Carley is thoroughly sick of Lilly's abusive and paranoid behavior. When Lilly accuses Carley and Ben of taking supplies and giving them to the Save-Lots Bandits , she will aggressively defend herself and Ben.

Lilly impulsively pulls out her gun and murders Carley, showing no remorse or whatsoever which shocks the rest of the group. Lilly seems to have a neutral relationship with Doug. Lilly doesn't seem to dislike Doug and doesn't harbor any ill feelings for him, despite the fact that he isn't very good with guns. When asked for his opinion on Lilly, Doug will say that he both feels sorry for her and fears for her mental condition after Larry's death. Doug is accidentally killed by Lilly while saving Ben's life.

Lilly seemed shocked and distressed over her actions, saying that Doug wasn't supposed to be killed and that she never meant to hurt him. This is in stark contrast with her reaction to killing Carley, where she shows no remorse. Mark and Lilly were both in the US Air Force before the apocalypse, but no evidence suggests they knew each other until after the apocalypse occurred. Lilly only accepts Mark in the group because he had food to offer.

Despite his usefulness, Lilly seems to have a slight dislike for Mark, blatantly telling him that he is only in the group because he had food, and because the food is used up, his spot in the group is not secure. However, Mark acknowledges that Lilly can take care of herself and seems to respect her role as leader. After finding out that Mark's legs were chopped off by the St. Johns, Lilly is horrified by what happened to Mark. The intention of providing this link is for information purposes and is not intended as advice.

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