In an extended flashback, The Governor recalls his massacre of the entire Woodbury army, and his henchmen Martinez and Shumpert abandon him while he is asleep. The Governor smashes a military truck through the Woodbury gates and sees that the town has been abandoned by the remaining survivors and overrun by walkers. He then burns down the whole town. Months later, after walking the roads alone, the bearded, tattered, weakened Governor sees a young blonde girl in a window, who remind him of his daughter Penny. He enters the building and encounters the Chamblers—two adult sisters, Lilly and Tara, their wheelchair bound father, David, and the girl herself, Lilly's young daughter, Meghan. When asked his name, The Governor adopts a false identity, Brian Heriot (which he picked up randomly from a message spray-painted on a barn). He tells them how Woodbury fell apart because of its leader's insanity— hiding the fact that he was actually the insane leader. The Chamblers are holed up in their own apartment with sufficient food, waiting for the National Guard, and Tara threatens him if he harms them. However, they slowly warm up to him when he opens up to them and helps lift their father. At David's request, The Governor retrieves a backgammon set from an upstairs apartment for Meghan, but as he leaves the Chamblers' apartment, Lilly asks him to retrieve oxygen tanks for David, who has stage-4 lung cancer. The Governor starts to bond with Meghan, but he is forced to kill David in front of the family when the latter dies and reanimates. After burying David, burning his own family photo, and comforting Meghan, The Governor proceeds to leave, and the remaining Chamblers decide to go with him. During their journey, Lilly and The Governor begin a sexual relationship. After the catering truck they are riding in breaks down, they proceed on foot and encounter a horde of walkers. They quickly flee on foot. Meghan and The Governor fall into a pit containing a few walkers, whom The Governor kills barehanded. As he assures Meghan that he will always protect her, The Governor sees a shocked Martinez standing above the pit.
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