Part 3 focuses on Francis's past.
This section begins with two Soldiers patrolling an outer section of Millhaven, complaining about Lieutenant Mora trying to save his men. Not soon after they're talking, they hear the Alarm being raised and almost instantly, one of the Soldiers, Nate is pounced by a Hunter. As Jim, the other Soldier raises his gun to shoot the Hunter off, he gets pulled away by a Smoker.
After this, Bill, Zoey, and their companion are seen approaching the Armory. As they try to enter it, the Doctor remarks that the keypad is sticky, but not with Boomer Bile. When they finally open it, inside are Louis, Francis, Jeff, and Annie. When Zoey notices that Louis has managed to find some peanut butter, she enthusiastically takes his jar from him while Francis makes a joke on Bill's age once again, who surprisingly says that he missed Francis' joking. But he quickly shuts down his next joke before letting it get out of hand. Louis then exclaims that he and Annie were discussing a way out, to which Bill inquires about. She then talks about a Troop transport on the east side, which is unfortunately the opposite end of the Millhaven base. Jeff insists it's suicide, but Bill ensures him that after coming all the way from Philadelphia, they are more than up for the task. Zoey then asks Francis about his joke, which was cut off by Bill and asks how he can still keep cracking jokes despite the Apocalypse. Francis states the Apocalypse was the best thing to happen to him as a flashback occurs.
Two days after the first Infection, Francis is held up by a police officer for stealing a TV. He tries to convince the officer that he is a cop. The scene jumps forward, where it turns out that Francis is in a bar, having a flashback within a flashback. He explains to his friends that was the reason he was going to jail. His friend, Sandra (whom he refers to as Becky) states she'll miss him, but Francis tries to lighten the mood by saying she can visit him during conjugal visits, until someone else (presumably from the same gang) reminds him that Pennsylvania doesn't allow conjugal visits, much to Francis' distaste. He then asks them to remind him to impersonate a cop in another state such as Ohio, before Sandra whisks him away. As the two begin to make out, however, Sandra vomits, much to Francis' slight disgust, barely missing his vest. Sandra tells him to wait, which he does so. Then she becomes fully Infected and bites the Biker. Francis then pushes her away and states she will be banned from conjugal visits when he goes to Ohio Prison (though maybe a one-off visit), still unknowing of her Infected condition. She then leaps at Francis, startling him until she is shot by another fellow gang member. Francis identifies the shooter as Duke, and reprimands him for shooting Sandra (whom he identifies correctly this time). Duke only states that the government just wants them to believe it's just a flu. Remniscient of Francis' familiarity for vampires, Duke talks about a conspiracy involving satellites, mobile phones, etc. leading up to a "Zombie Apocalypse," which Francis believes right away. It quickly dawns on him that zombies can't imprison other people, so he then tells Duke and another gang member, Danny, to grab a jukebox and follow him to the roof. On arrival, the two ask Francis why he told them to do so. He simply tells them that "y'can't get a party goin' without a little music." One of the members estimates that roughly a thousand Common Infected are roaming the streets below them. At which point, Francis picks up a gun and starts to countdown from 1000, counting them off audibly as he kills each Infected.
The flashback ends and Lieutenant Mora and four Soldiers are seen fending off Infected. One of the soldiers gets a call about Major Everly requesting everyone to the East Side of the base to make a stand. The Lieutenant tells him to ignore the call before his mask is ripped off by a Common Infected. Before the situation gets out-of-hand, Mora commands his squad to pull him back up to higher ground. They hesistate before refusing, as he has seemingly been "compromised." Growning impatient, Mora asks for a spare mask instead, before stating that if he turns, they can shoot him. This doesn't interest the Sergeant or the other Soldiers and they walk off, leaving the Lieutenant to deal with the ever-growing swarm of Infected.
The Comic then changes to show the team of Bill, Louis, Francis, Zoey, the Doctor, Jeff, and Annie. Bill gives orders that they are going to procure a train heading to the South. Zoey asks why he chose the South, and Bill just asks her to trust him. Then she questions his motives to leave the "New Meat" behind, saying he isn't going to, which Bill simply replies with a "watch me". This provokes Zoey to ask what about her and Francis and Louis, to which Bill responds that they always come back for their own. The Doctor then comments on the momentary absence of Infected, stating that it is a good sign. Louis compares the situation to a shark attack, by saying that if there's no Infected around, there's bound to be something much worse nearby. Then they spot the badly-injured Lieutenant Mora aiming a gun at them. Louis attempts to negotiate with him, but his methods are questioned by Zoey until Francis steps in, saying he is a Cop and that it is all Louis' fault. When asked which of them is Louis, he whispers to the group to run except Louis, before Bill steps in and punches the Lieutenant, knocking him to the ground. Bill then orders them to move fast. As Mora aims his gun steadily at the retreating group, his head is suddenly ripped off by a Tank. Meanwhile, Major Everly and another soldier are attempting to escape via a helicopter. The Doctor spots the chopper taking off, and he advises them to flag it down. Zoey, however, declines, and orders them to keep moving. Right at that moment, the Tank punts a car from behind, which hits the chopper head on. It crashes and explodes, killing Everly, and part of the debris hits a nearby Jeep, puncturing its fuel tank. As the Tank loomed towards them, a panicking Annie asks what to do, in which Zoey orders her to keep running and not to let the Tank close the distance between them. The Tank then rips part of the road out, which Annie comments on and Zoey assures her that "they'll do that". Louis then gets in the Jeep and drives it towards the Tank. He tells himself to get ready to jump before realizing that he would do so out of a moving vehicle, and comments on his own stupidity. Francis then asks Bill why Louis is being stupid, to which Bill suddenly realizes that he's leaking gas. Louis drives the Jeep square into the Tank's chest and Bill then flicks his trademark cigarette onto the trail of fuel. Louis quickly hurries back to the group in time to see the Jeep blow up the Tank. He then notices train tracks, telling Francis that he was right in that they would make it. Annie then spots the holdout spot and tells the others that she and Jeff will join up, despite Zoey's offer for them to accompany the Survivors. Annie says that they will hold out a choke point there before heading to Outpost Echo. Zoey makes one last ditch attempt to convince Annie to join them, stating that "they never stop coming". Annie reminds her that without their gas-masks, they could pose a hazard to them if they became Infected. Zoey cuts her off mid-sentence, saying she understands. She wishes them luck, and Annie and Jeff officially detach themselves from the group and head towards the holdout spot. Bill asks Louis if he still has some pipes left, which Louis acknowledges. Bill instructs him to throw all of them to assist the Soldiers still alive at the holdout point. They then board the Train and Francis says he can hotwire it, Bill shoves Francis out of the way and presses a large green button on the dashboard. However, the holdout point starts buckling and the Soldiers becoming overwhelmed, leaving just the West wall still in contact. While the Doctor tries to board the train, it starts moving before he can get on. Zoey asks Bill to slow down a minute, but Bill refuses to listen. Eventually, while running alongside the Train, the Doctor is pounced by a Hunter and grabbed by a Smoker. Zoey repeatedly orders Bill to stop the Train, which Bill rejects saying they only look after their own. Zoey asks Bill to stop the Train before nearly screaming at him to stop the Train. Part 3 is concluded with a final shot of the Train speeding off.
- Francis had first encountered the Infected when his "girlfriend", Sandra (whom he mistakenly refers to as Becky) throws up all over his vest and attacks him.
- Francis refers to Sandra as "Becky" the only time he calls her Sandra is when Duke shoots her then he exclaims "You just shot Sandra!"
- It appears Zoey has a large craving for peanut butter, though she states that she was ravenously hungry. It is also one of the few times that the Survivors are seen eating something, the only other time being in the Survival Guide trailer, where Coach eats a candy bar.
- Francis used the spreading Infection to his advantage; by attempting to rob stores with his biker-mates.
- Louis drives a jeep which he uses to ignite a Tank with leaking gasoline. In-game, this is not possible because the game has no drivable vehicles nor any code to make them drivable. The only vehicles in the game to be driven by the Survivors are the armored truck and Jimmy Gibbs Junior's car.
- The military doctor and the remaining soldiers are killed; partly because Bill would not stop the train. Jeff and Annie's fates are unknown, although a female with a mask (being ripped off by an Infected) is similar to Annie's mask, and in the final page, you can see 3 bodies - the doctor, and two soldiers, one of them being beaten by a Tank (all 3 were seen previously trying to catch up to the train) - leading to the conclusion both are dead.
- Three Tanks make an appearance during this massive "Crescendo Event".
- The Infected all have visibly long fingernails.
- There are several Easter eggs which can be seen in this chapter:
- One of Francis's biker friends,namely Duke,is wearing a Midnight Riders shirt.
- A poster of Jimmy Gibbs Jr. in the 98th page behind Francis can be seen, on the second panel.
- On page 103, there is a hand similar to the Left 4 Dead hand which makes a cameo, except the index finger is missing instead of the thumb.
- On page 101, you can clearly see Dead Rising 2's Chuck Greene on a poster.
- For the first time (aside from Versus games), readers/players are able to see things through the perspective of an Infected. It appears that the Green Flu alters the perception of a human, giving them a orange hue on everything they see, and they see all humans as Infected. This means that the Infection may make people think that everyone who hasn't changed is an Infected and everyone who already is an Infected may appear as a normal human to them.
- This brings up the interesting idea that the Infected are attacking humans in self defense (or to protect others), believing them to be Infected.
- It should be noted Lt. Mora was heavily injured at the time, and due to his paranoia of Carriers, is hallucinating. His vision of the Survivors shows them more with demonic features, including sharp teeth as well as small bat wings seen on Zoey, or Francis with red eyes, little horns and a goatee, which are not seen on any Infected.
- This also brings up the theory that Infected may also see carriers differently, in this case, as demonic versions of the person's normal self.
- Louis' quote: "Zombies are like piranhas, they stop attacking when a shark is around" is a reference to the gameplay of the Left 4 Dead series, as the Director will stop spawning Common Infected when a Tank is near by. This also gives an official explanation for why Common Infected will temporarily stop attacking when a Tank is present.
- Bill mentions that the train will head to the south. The south is where the storyline of Left 4 Dead 2 takes place.
- On the blog post revealing the third part of the comic, a hidden link is found at the exclamation mark, leading to a picture of a re-skinned Ellis with text saying "The Left 4 Dead 2 Team congratulates the Dead Rising 2 Team on their release".
- There is also a poster of Chuck Greene, the protagonist of Dead Rising 2, in page 101 over the jukebox.
- In the armory on Page 90, there are a lot of M16s, but also a silenced Mac-10 (a weapon from Left 4 Dead 2), and a Thompson submachine gun. This might be odd, as the Thompson was used in World War I and World War II and declared obsolete in 1976 with all models in government possession destroyed.
- When the survivors arrive near the train, the locomotive was first seen as a GE locomotive, however, then when the survivors run to the train, it turns into an EMD locomotive.
- When they get in the locomotive controls, it has only 1 window instead of 2.
- The brakes of the train seem to be button-activated. But in real life, the brakes would have been lever-activated.
- When Bill hits the brakes, the wheels of the locomotive turn into a steam locomotive's wheels, even though the locomotive is a diesel engine.
- The Smoker on the last page was wearing a jersey with the number 8 on the back, and a shirtless soldier that appears to be a Hunter appears earlier. This may prove that the clothes of the Special Infected as seen in-game are just placeholders and they do not necessarily have to wear hooded jackets, etc.
- In the first page of the comic, Francis is seen holding a bottle of beer, the label of which is blue lightly. This could be a pun on the Team Fortress 2 beer company, Blu Streak.