Lilly was a soft-spoken woman who looked out for the best interests of her family. She was seemingly oblivious to the grim realities of the outside world, and as such, lacked the necessary skills to survive. Lilly is initially wary of Philip, but after the man helps her family several times, she seems to be grateful and grows fond of him. He's the one who reveals to her that everyone is infected and it takes brain damage to kill the walkers. She insists that he allow her family to travel with him after David's tragic death. In the truck at night, she starts a sexual relationship with Philip.