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Andrea, Tyreese, and Rick lock themselves in the outer fence of the prison to clear out the zombies. At first they manage to clear it using only their melee weapons, however, more zombies come out of the prison and they need to defend themselves using their firearms. Andrea has to run back to Allen, who is outside the fence on watch duty on the roof of the RV, he is crying over the loss of his wife. Andrea reaches him and asks him to open the door. Inside the RV, Chris and Julie are babysitting Carl, Sophia, Billy, and Ben. Chris starts complaining and swearing and is told by Carl he shouldn't curse because he is still not an adult, but Carl only receives a rude answer. Carl and Sophia go back to playing cards, and Sophia askes Carl if he would be her boyfriend, to which he says no and that girls are gross.
The trio manage to kill all of the zombies by having Andrea and Rick fire, as Tyreese reloads.
That night, Sophia complains she's still hungry, but they don't have any food left. Rick says tomorrow they'll attempt to find the stockpile of canned food inside the prison, because if they are lucky it was overrun before it was looted, Allen sarcastically points out that "Hopefully it's just full of flesh eating monsters and our baked beans are still intact in there."
The group is woken up suddenly by Lori Grimes running outside to throw up. The group is divided, Rick and Tyreese will clear the prison while Lori, Andrea, and Allen clear the bodies and Dale will cover them. Julie and Chris must babysit again. While clearing the prison Rick and Tyreese encounter a closed door to the cafeteria when they burst in they find four other survivors, Dexter, Andrew, Axel, and Thomas Richards. "Hey. You guys want some meatloaf?" Dexter asks them.
- Rick Grimes
- Lori Grimes
- Carl Grimes
- Thomas Richards
- First appearance of Dexter.
- First appearance of Andrew.
- First appearance of Axel.
- First appearance of Thomas Richards.