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 when he sees that the town has been abandoned by the remaining survivors and overrun by walkers, he burns the town to the ground. Months later, after wandering the roads alone, the bearded, tattered, weakened Governor sees a young girl in a window, who reminds 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, Lilly's daughter, Meghan. When asked his name, The Governor adopts a false identity, Brian (which he adopted randomly from a message spray-painted on the side of a barn). He tells them how Woodbury fell apart because of its leader — hiding from them the fact that he was the leader. The Chamblers remain holed up in their own apartment with sufficient food, waiting for the National Guard, and Tara threatens The Governor at gunpoint. However, they slowly warm up to him when he opens up and helps to care for their father. At David's request, The Governor retrieves a backgammon set from an upstairs apartment for Meghan. Later, Lilly asks him to retrieve oxygen tanks for David, who has stage-4 lung cancer. The Governor begins to bond with Meghan over chess, but is forced to kill David in front of the family when the latter dies and reanimates. After digging a grave, burying David, burning his own family photo, and comforting Meghan, The Governor tries to sneak away and leave, but the remaining Chamblers decide to go with him. During their journey, Lilly and The Governor begin a serious relationship. After the catering truck they are riding in breaks down, they proceed on foot and encounter a horde of walkers approaching. They quickly flee on foot. Meghan and The Governor fall into a pit containing a few walkers, whom The Governor kills with his own hands to protect Meghan. As he assures her that he will always protect her, The Governor looks up to see a shocked Martinez standing above the pit.