When Lilly and Lee uses the keys to enter the pharmacy, they trigger an alarm which causes walkers to be drawn and attack the group. Lee can either save Carley or Doug from being devoured by walkers, but leave the other to die. As the group leaves the Pharmacy, Larry punches Lee in the face and leaves him to be killed by walkers until Kenny returns and saves Lee from being devoured. Glenn decides to leave and go back to Atlanta in order to find his friends leaving the others at the motel. Larry reveals that the reason he tried to kill Lee was because he was also aware of Lee's status as a convicted murderer and threatens to reveal it to the others if anything happens to Lilly or Clementine on Lee's watch. The group decides to make the Motel as their sanctuary until the military solves the problem with the walkers. The group discovers a man named Mark alone in an air force base, having managed to lock himself inside one of the commissary storage closets when the base was overrun. Since he had access to the commissary supplies as a result, Lilly allowed him to stay due to him having food.