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Before the outbreak, this motel served as a short-term shelter and lodging business providing rental rooms for tourists and passing motorists who drive through Macon, Georgia. The motel itself is a two-story building located on the outskirts of the town near a wooded forest next to a highway. The motel appears to be in a fairly enclosed location which offers a great deal of protection and ideal shelter.
When the outbreak started, the motel was abandoned along with some of its occupants (or having them turn into walkers) leaving behind their empty vehicles which had some supplies (such as weapons) in them. Glenn volunteered to go on a supply run and got some gas from the abandon vehicles parked at the motel. While getting the fuel, he hears someone crying in one of the motel rooms and investigates to find that there is another survivor named Irene in one of the rooms. While talking to her, he is suddenly trapped and pinned down by walkers. He hid in an icebox until Lee and Carley came to rescue him, at which point he helped them kill the walkers and rescue Irene, who committed suicide after being bitten and did not want to turn into a walker. After, the group leaves and heads back to the pharmacy.
Later, once the pharmacy safe house was compromised, the entire group flees to the motel again to regroup and come up with a plan. Once there, Lee talks among the survivors to see how everyone is doing after the incident at the pharmacy. Once Lee talks to everyone, he decides that due to the motel's location, it would make an ideal hideout until the Military can come and rescue them. As Lee finishes talking, the power suddenly goes out leaving the group in darkness.
Three months have passed since the group arrived at the motel. They converted it into their base of operations and refuge by blocking and fortifying the entrances and exits and building reinforced walls around the parking lot. The group uses the motel rooms as their own and have already used up all the resources at the motel. However, the group is saved when they find a lone survivor, Mark at Robins Air Force base. He provided the group with enough food to last three months, now the entire group has become desperate for food. After Lee, Kenny, and Mark go hunting and on a search for food, they meet up with survivors from a high school. The new survivors are injured and Lee brings them back to the motel in hopes that Katjaa can save them. Once they return, Lee is confronted by Lilly saying that they don't have enough food for everyone and that that they cannot come to the aid of every struggling survivor they come across. Frustrated, Lilly tells Lee that he should try making some decisions for the group himself and hands him the day's food rations which is only enough to feed four of the ten people. After Lee hands out the food and talks with everyone, the group notices more survivors coming from the road, the St. John brothers, Andrew and Danny, who are searching for gas for their farm. The two groups offer a trade, gasoline for their electric generators for food. Lee and a few others go with the brothers to the dairy farm to see what they are dealing with while the rest stay behind at the motel.
Later on, most of the group heads to the St. John's Dairy Farm only leaving behind a few members of Lee's group at the motel. They realize that something may be wrong and head out to the farm to find out what's going on. After the incident at the dairy farm, the survivors head back to the motel to re-group and recuperate and decide what to do next.
The survivors are still quartered at the motel at the start of the episode. They have been surviving from the food that was found in the abandoned station wagon at the end of Episode 2 and raiding the city of Macon for medical supplies. Although they have had no losses yet, the bandits from the previous Episode have been a danger until a few days ago, when their attacks stopped for no clear reason. The outer surfaces of their barricades are still littered with bandit arrows, bullet holes, and graffiti.
Kenny and Lilly are still at odds, with Lilly desiring to stay at the motel as long as possible while Kenny thinks they would be better heading East in the RV that he fixed up to a working condition. Lilly then mentions the possibility of a traitor within the group and asks Lee to find any evidence of who the traitor is. Lee finds various clues around the motel and when he discusses his findings with Lilly, the group is raided by the bandits and immediately after by walkers, leading to a three-way conflict. In the end, the motel is overrun by the walkers who take out the bandits while the motor-inn survivors escape in the RV.
- Irene (Formerly) - A woman who was encountered by Lee Everett, Glenn, and Carley in Room 9.
- Lee Everett (Formerly) - A co-leader of the group who managed to rid the motel of walkers.
- Glenn (Formerly) - A man who convinced Lee and Carley to rid the area of walkers.
- Carley (Formerly, Determinant) - A woman who helped clear the area of walkers and did the bulk of the lookout duty for the group.
- Doug (Formerly, Determinant) - A man who set up alarms and defenses around the perimeter.
- Lilly (Formerly) - Co-leader of the survivors at the motel.
- Kenny (Formerly) - Co-leader of the survivors at the motel that pushed to leave Macon.
- Clementine (Formerly) - Youngest member of group of survivors taking refuge at the motel.
- Katjaa (Formerly) - Group medic and wife of Kenny.
- Kenny Jr. (Formerly) - Boy at the motel; son of Kenny.
- Ben Paul (Formerly) - Last survivor to take refuge at motel.
- Mark (Formerly) - Ex-soldier who supplied most of the food for the survivors.
- Larry (Formerly) - Oldest member of group who set up most of the defenses.
- David Parker (Alive and Zombified, Determinant)
- Travis (Alive and Zombified, Determinant)
- Gary (Determinant)
- Drew (Determinant)
- Numerous counts of unnamed Save-Lots Bandits.
- Numerous counts of zombies.