Time it took us

To where the water was

That's what the water gave me

And time goes quicker

Between the two of us

Oh, my love, don't forsake me

Take what the water gave me

Ben was quiet that morning, extremely quiet and Lee began to wonder why. Ever since he had come back from dumping the garbage, there had been nothing but a stoic, nervous expression on his pale and slightly greying face. Ben was a man of many words. Weird, anxious-sounding words but words all the same. There was hardly a time when he was utterly silent like he was now. Lee observed keenly from where he was sitting, his brow creasing in both curiosity and concern as he saw Ben by himself on the sofa. He was in another world, drumming his fingers mindlessly. Lee knew the signs of someone thinking intensely.

"Uh...Lee?" it was Clem, masking her annoyance cleverly as she looked up at him. They were playing a game of Go Fish and she was about to ask if he had an sevens but his attention seemed somewhere else. She followed his gaze soon after to see what was so interesting. Half-expecting it to be Carley, she felt her own curiosity spark when she saw it was only Ben. Even Clem noticed how troubled he looked, and she turned up her mouth.

"Huh? Oh, sorry, sweet pea. I should be paying attention." Lee gave his head a small shake and smiled apologetically. Clem wasn't so angry anymore because now she wondered about Ben. If Lee was worried, she would be too. Or at least, she knew she should be.

"Are you worried about something?" she asked quietly. Overhead, the bright sunshine of the early morning had shifted to a dull grey hue. Lee looked to her and gently laid his hand of cards down on his leg. He thought about lying to her, but knew that he couldn't even if he wanted to. Being honest with Clem was always something he strived for, that was the foundation of trust: honesty.

"Yeah...yeah, I'm a little worried about Ben." he answered her in the same volume that signified not to be overheard. Clem understood and frowned as she also laid her cards down and glanced and the sulking Ben. For a second they were the mirror image of another.

"He does look a little sad, like Lilly." she observed smartly and furrowed her brow in concentration as she tried to figure out what Ben had to be sad over (excluding the obvious). Lilly had emerged that morning; pale and silent and as scary as ever. How little she said to say and the distant look on her face made her twice as threatening. Everyone knew she could blow at any moment. The way she moved and talked, it was without energy. She was raw, her body rigid as an old elm. Clem blushed when she saw her at breakfast, slowly chewing up her bread. She had hid behind Lee at that time but thought she saw Lilly stare at her with a ghost of a smile on her face. Clem didn't require any measure of thanks from her, just seeing her smile that one time was enough gratitude the little girl needed to make herself breathe with relief. Now Lilly was working on the wall while Kenny endured his shift (his wound was still aching), Katjaa was reading an old book she had found in their room on the steps of the RV while Duck sat beside her, punching the buttons of his calculator and muttering pow, buzz, whosh idly. Carley was in her room, gathering her knowledge of guns to aid Ben. Overall, the group was without words and no one wanted to break the silence.

Lee pondered on what Clementine had said and a thought struck him: had Ben seen something that morning when he went to dump the garbage? It was an alarming thought, one that was ignited now as he recalled how long it had taken him to come back. Ben had said he threw up because of the smell, but Lee wasn't quick to believe him. There was a panic in his eyes that Lee couldn't explain and doubted that Ben could either. Something was wrong with that kid...

"Like Lilly..." Lee muttered aloud, biting the inside of his cheek. Suddenly he rose from their card game and Clem didn't mind. She knew that Lee had to take care of serious business and whatever he did now was important.

"Are you going to ask him why he's sad?" she inquired innocently as he brushed the back of his jeans. Lee looked down at her and gave her the most reassuring smile he could muster. She allowed some of it to warm her.

"I'm sure he's fine, but yeah I'm going to ask him how he's doing. I'm sure he is really nervous, being the newest member of the group."

She nodded, "We were the new people once, remember at the drugstore?"

"Yeah, I remember." he said somewhat uneasily.

"I was nervous then, but now it isn't so bad," she said with an optimistic look on her face, "Maybe it will be better for him in a little while."

Lee knew she didn't know the whole story behind Ben and Lilly, but there was truth behind her words. Ben certainly was petrified over joining the group but he suspected there was something more.

"I hope so, and I think it will...but I'm going to ask him some other things. I'll be back, ok?"

"Ok, I promise not to look at your cards while you're gone." she said with a glint in her eye that almost made him smile.

"Can I hold you to that?"

"..yes."

"I'll remember that." he tapped his finger to his temple and started towards Ben. Clem watched him go and resisted the urge to look for sevens.

"Here's what you're gonna do, kid...there's a crate on the outside of the motor-inn, it's about fifteen feet from that dumb-ass wall of yours...tonight, you're gonna put our supplies in there and if not, we're gonna send a little warning and you'll be sorry...you're pretty friend is gonna be sorry too."

"What, m-my friend?"

"That's right, a buxom blonde. You didn't really think we were gonna rely on how much you care about those fuck-heads in that motor-inn? Shoo, we found her running through the woods...looking for you and that other shit-head you had with you. The one that became zombie-food."

"S-Susan!"

"Yeah...uh, Susan is gonna be real sorry if we don't what's fucking owed. So you better hop along, little rabbit, and figure out how you're gonna do this without anyone else knowing. Because if you tell anyone, we'll kill Susan and everyone else in that fucking motel and make you watch."

Ibuprofen...Antibiotics...Advil, the list of medical supplements went on until there were five. Ben repeated them over and over in his head, terrified if he forgot. He didn't know how the bandits had captured Susan, but now what he had to do had a paramount importance. Ben and Susan had a history and running after him was something she would do...she wasn't the brightest. Seeing her innocent face shining with tears and pain made him gasp. He had to do this. He had to betray what little trust his group might have had for him and stab them firmly in the back...but he had to. Maybe they would thank him later, he was saving their lives as well.

Ben didn't know Charl had made it all up. He had no Susan, only a lucky guess and a boy foolish enough to believe anything a man with a gun had to say. He might have felt slightly guilty...on second thought, no, he didn't. The kid was their Trojan horse. He was their bug.

How was he supposed to steal supplies right from under their noses? Especially Lilly, who had the key firmly around her neck?Ben was thinking about this when Lee walked up to him.

"Hey, Ben."

Hearing the man's deep, rumbling voice startled him. Ben jumped a little, more nervous than ever, and tried wildly to form a calm mask. They couldn't suspect anything, in his head he repeated the supply list and could hear Charl's voice bitterly insulting him. Lee was by far the most observant of the group, and Ben knew he had to be extra careful around him. The others didn't even talk to him; besides Carley...sometimes. Ben liked Lee a lot: he thought he was a good man that one could easily depend on and trust. Lee had tried to save his teacher, David, he did everything he could to help and even cut off his leg before a herd of walkers appeared. That went a long ways with Ben.

"H-hey, Lee! What's up?" he replied as cheerful as possible, ignoring the pang he felt when he saw the concern in the older man's dark eyes. Lee sighed and sat down beside him, the sofa swaying underneath the man's weight. Lee was muscular guy, another reason to want him on your side.

"Well, not much, man. I've been meaning to ask you about this morning..."

"Yeah? What about it?"

"You, ah, didn't have any trouble out there, did you?"

Ben was hit with a wave of paranoia, had he done anything for him to be suspicious? No, no he hadn't...had he?Instantly the young man was set on shooting Lee down as convincingly as he he was lying if he said there wasn't a part of him that didn't want Lee's help. Ben felt like screaming, it churned his insides to a weak mush because he knew that was all he was, weak, a coward now, he wiped the sweat that accumulated at his right temple and ignored the racing of his heart.

"Because if you tell anyone, we'll kill Susan and everyone else in that fucking motel and make you watch."

Ben had to fool Lee Everett, it was harder than one would think. Fear can both cripple and strengthen you, and Ben found some strength from just how crippled he really was. He was petrified for so many people: Susan, Lee, Clem, Duck, even Lilly, everyone...it was admirable that he didn't even think about how scared he was for himself.

"I said I was sick, didn't I? The smell was disgusting." he replied, masking his nerves with a slightly harsh tone. Stop prying, Lee, please, please, please leave it alone.

"Yeah, but...you just seem a little different; more quiet. Is there something on your mind?" Lee returned calmly, just as small pecks of rain fell lightly from the sky. Ben bit the inside of his cheek, his eyes dashing to Carley who had just emerged from her room. Lilly could be seen now taking her shift on the RV, Kenny was unbalanced on his feet as he gripped his side.

"You care what's on my mind?" Ben bought himself some more time, but was genuinely curious about the was surprised to find that he really was. He cared about everyone at the motor-inn and vouched for their safety whenever he could, even this new, stuttering, awkward, kid. He was just a kid afterall. Lee misunderstood and wondered if Ben was just insecure about being the new member again.

"You're part of this group now; no matter what Lilly says, so yeah I do care about what's on your mind." Lee said and for a moment saw a small smile on Ben's lips.

"Well..." Ben caught himself, horrified. "I'm just nervous a-about Carley teaching me about guns. My dad taught me when I was younger and I wish I could remember! But, it's like my mind is all.."

"It's okay, we all forget parts of our life before."

Or want to forget, Lee thought and for a second he thought of a beautiful, caramel-skinned woman with a voice like velvet and a face like an angel's. He wasn't sure if he wanted to forget about his ex-wife; did the good memories make up for the bad?

"And I'm sure you'll take to it." he brought himself out of his thoughts, forcing her from his mind. Suddenly Lee was aware of Carley approaching and the pain sprouting in his chest lessened to a pleasurable warmth. How could she do that, bring such a peace over him? His attention was broken off from Ben as his eyes befell the woman in a purple vest. A natural light came into his eyes and twinkle appeared in hers. The sight of the other was enough to put it there.

"Y-Yeah, I can't wait to contribute to the group more. Hey, Lee?" Ben didn't notice how Lee's momentary hypnosis.

"What's up?" he replied quickly.

"I noticed...um, how low the medical supplies are. The stuff from the station wagon, it wasn't much and Katjaa used most of it on Kenny. Shouldn't we, uh, try and f-find some more?"

Lee's brow creased, he found it odd that Ben would even ask something like that.

"I've seen what's left, and it's enough for now. We don't want to risk ourselves for something we don't need. You can talk to Lilly if you'd like, but I'm sure she'll say the same as me."

The disappointment on his face was unsettling, but Ben kept his cool and nodded understandingly.

"That's okay, I believe you. I just wanted to be sure we had enough you know...because it's getting colder and we're all bound to get sick with the flu," he checked Lee's expression, "I'm just worried about Clem or Duck getting it bad and we won't have the supplies."

Ben knew he had gotten Lee's full attention when he mentioned Clem getting sick, and Duck too. The man would lay down his life for either one, he believed in protecting innocence and Ben knew that now. Clem was his weakness and it was through her that Lee would do anything for. Ben was sick with himself that he would even consider manipulation, but when the chips were down...(and his certainly were).

"You're right, maybe we should hit the pharmacy and see what we can find...I'll have to check in with Kenny and Lilly. I suppose it is better to stock up before the colder weather hits."

"Yeah, and blankets, warmer clothes...we'll need that stuff too."

Lee surveyed Ben with distinct interest, "I like how you're thinking, Ben, it's good to be ahead."

He chuckled nervously and felt like he had just ran a marathon, "I just want everyone to be safe."

And that was the truest thing he had ever said.

"We will, don't worry." Lee gave a reassuring smile, "We're safe here."

Not unless I don't make that delivery. "I know." Ben replied with as much confidence as he could scramble in such a quick moment.

"Hey, guys. Bonding time?" Carley said, crossing her arms and smiling at them in her usual friendly way. Lee got up and did the routine brushing off the back of his jeans.

"Just having a conversation, Ben thinks we should hit the pharmacy again and stock up on medical supplies."

Ben didn't know what pharmacy they were talking about but decided to pretend like he did, "Yeah." he threw in needlessly.

"The pharmacy...are you sure we should go back into the city? You saw what it was like when he barely got out." Carley bit her lower lip for a moment, looking straight at Lee. In the short silence, they both remembered walkers enclosing from every side and Doug's screams for help and in that moment they shared mutual discomfort.

"I know it's dangerous, but where else do we know is filled up with supplies? We didn't get much the last time and I doubt the walkers are popping pills. I'm just thinking about the winter, and when everyone gets sick...Ben's right, we're going to have to go back."

"But so soon? I mean, Jesus, we just got out of one situation."

The drizzle was escalating into a full rain now and left mist upon Carley's crown of chocolate locks. Lee momentarily stared at the moist halo and felt that it made her green eyes glow even brighter...

"I-I'm not saying we go tonight-" Ben froze at Lee's words, "or tomorrow even, it's just something we have to consider."

Her mouth twitched and she looked at Ben quickly, "You know you're going to have to talk about this with Lilly and Kenny right? Heaven forbid there's a decision made without them and I'm not sure they'll agree with you guys."

"When have they?" Ben muttered to himself, knowing how neither agreed with anything. His plan was making him sick as he saw it crumble. How was he supposed to get the bandits their supplies by nightfall?

"I'll talk to them, unless..." Lee turned to Ben who shook his head, "Go right ahead." he insisted.

"Hey, doesn't Lilly have her own stash?" Carley said, lowering her voice as she recalled something Lilly had mentioned the first night they settled into the motor-inn. It was something about not trusting anyone, so her and her father had their own private supply of meds. Mostly they were nitroglycerin pills for Larry.

This perked Ben up more than a cold shower.

"She does?" he asked, correcting himself to look casual. Lee was remembering if he ever heard her say something about a secret bundle. He was under the impression that they shared all the supplies.

"I think so, but it's no good asking...hence why it's her own secret stash. I guess she's looking out for number one, as always."

Lee ignored the bitterness in her tone, "I'll look into it but in the mean time..." they all followed his lead and looked up to feel soft drops on their faces.

"Maybe we should all head inside before it showers."

"It's been a long time since it rained," Carley voiced her thoughts and looked to Ben with a shrug. "Well, Ben, I guess you're saved from my esteemed teaching skills for now."

Ben smiled at that and shook his the mist from his hair, "Lucky me." he replied, enthused. He saw that everyone else had gone to their rooms: Clem was sitting at her desk drawing (the door was opened), and Lilly was stoically atop the RV with her rifle in her lap. Lee had been nervous about her operating a fire-arm, but had a feeling she wasn't going to try anything.

"You don't know what you're missing out on." Carley laughed.

"Yeah, you really don't." Lee teased sarcastically while Carley playfully narrowed her eyes at him with a smirk on her face.

"Excuse me but we're not all professors here."

"Guess not."

Ben looked back and forth between them and suddenly felt like he wasn't in that conversation anymore. His thoughts returned to his own sticky situation.

Okay, so Lilly's got a supply...that's the only place I can get the bandits their stuff. Advil, Ibuprofen, and...and, oh shit, fuck, fuck! What were the other ones? Great, I'm going to get everyone killed because my idiot brain can't remem- oh, right, Antibiotics and-

"Earth to Ben?" Carley's amused voiceinterrupted his whirlwind of panic.

"Huh?" he said, startled. Both Lee and Carley smiled at him and he felt his cheeks flush with the pink they had all grown used to.

"I owe Clementine a game of Go Fish, did you want in?" Lee asked and Ben blushed even harder. It sounded like they actually wanted to...well, hang out with him. If only they knew what he was going to do.

"Come on, Ben, we can make sure the professor here doesn't cheat." Carley winked at him and his blush was different then.

"Who said I'm gonna cheat?" Lee looked at her but Ben spoke over him.

"No, no, that's fine," he tried yawning, "I think I need to catch up on my sleep."

"Ok, not a problem." she said as they walked off. Ben watched as they left and felt a empty feeling in his stomach. Seeing how they were together, it made him feel lonely. Kenny had Katjaa and Duck. Lee, Carley and Clem...the only person like him was Lilly. He looked at her now and felt the pit in his stomach grow colder. He saw that she watched Lee and Carley pass and didn't miss the twitch of her mouth or the slight roll of her eyes.

Maybe Lilly was lonely too.

"I'm hurt that you'd think I would cheat." Lee told her, grinning now as Clem smiled eagerly at the doorway.

"Mr. Everett, are you insinuating that I would? The game of Go Fish is sacred, I would never tarnish that by sneaking an extra six of spades up my sleeve."

He shook his head and laughed as they met Clem who bounced inside with the cards spread out on Lee's bed. He didn't think about the way he gently raised his hand to Carley's back to bring her first through the doorway. It was a move of a gentleman, but something that had her heart racing.

For a long time, she felt a tingly sensation and thought that she really didn't mind how he had touched her... in fact, she liked it.

Once they were inside, Ben put his vague plan to action and as casually as he could, strolled past Lilly who wasn't paying attention to him at all. Her gaze was far-off in the distance as she played an old song in her head without giving much thought to anything else. Every rose indeed has it's thorn. Ben, thinking she had eyes in the back of her head, took light steps towards his room but edged his way to her door. He had his back to the door, keeping his expression casual and fumbled for the doorknob with his shackling he had opened it, he leaned back slowly before jumping inside and shutting the door just as quietly as a breeze would. Lilly turned her head just an inch, thinking she saw something in her peripheral vision. Ben was aware of how hard he was breathing and took deep breaths to calm himself down.

"Ok, ok, where would she put a secret stash?" he talked to himself to reassure that maybe he wasn't completely alone in this.

"Well, someplace..uh, secret." he answered himself frantically, and peeked through the curtain to see Lilly hadn't moved an inch. But he knew he had little time and his heart was hammering blood to his fully alert brain.

He searched inside the desk, under the bed, under the mattress and under the pillow (with putting everything back as perfect as he could) and nowhere did he find any trace amount of pills. When he opened the night-stand drawer, he was surprised to find a child's drawing in there. For a second he looked at it before disregarding it back in the drawer and closing it with a snap.

Think, think, think...I'm Lilly, a professional, well, um...woman. Where would I put something I don't want anyone else to find?

Something told him to lift up the mattress underneath his feet, and whatever that something is made him notice the lighter coloured floorboard.

"No way..." he muttered, lowering to his knees and pushing on it. Like a tooth, it swayed under the pressure and jiggled in place. A loose floorboard was a good a place as any and Ben lifted it like he was play Operation. His smile of relief hurt his face as he saw a white, paper bag curled up in the small space.

"Jack pot!" he exclaimed quietly, looking at the door as if expecting Lilly to burst in any moment. He felt guilty for taking the bag and five pill bottles (he was surprised by how much was there all stuffed inside) but was too happy to have saved Susan, and all of them, some safety. Hoping and praying that Lilly wouldn't notice the missing pills, he curled it back up andput back the floorboard, even taking care to take out any wrinkles he had left in the mat.

"I can't believe this..." he shook his head and felt like he had just won the lottery. He stuffed the pills in his letterman jacket and went for the door. First he peeked out the window and felt like a champ as he hurriedly went outside and shut the door behind him. Suddenly he noticed the sound of pills jingling in his jacket and his face paled as he stared at Lilly. She was across the parking lot and couldn't hear him but he felt like she could and he took one step forward, wincing at the sound. He took another like he was walking on hot rocks, until he made a run for it- feeling like screaming at the stupid sound. His mad dash for his room caught her attention and as he shut himself inside, Lilly furrowed her brow.

"Weird kid..." she muttered to herself, enjoying the cold rain trickle down the sides of her face. She could get her jacket with a hood, but something about the water made her feel...cleansed. And Lilly felt she was in dire need of a cleansing.

"Yo, Carley..."

"'Sup?"

Clementine giggled, enjoying herself a little too much. Their game of cards had mostly been a back and forth between Lee and Carley, but she liked listening to them...it reminded her of the way her parents used to tease each other. They even looked at each other the same way, but she would keep her observations to herself.

"You got any fours?"

"Looks like you're going fishing"

"Dammit."

Clem's eyes widened at Lee who looked apologetically, "That's a swear." she said, remembering how Lee had said 'shit' to her once in Herschel's barn.

"Sorry," he replied, "But I'm doing an awful lot of fishing.

"He's not lucky like you, Clem." Carley smiled, referring to the straight luck she was having. Clem felt bad for sneaking a look at their cards when they weren't paying attention but smirked all the same.

"I must have broken a mirror or something..." Lee said and Clem laughed out loud.

"That's seven years of bad luck." she pointed out.

"Seven years of fishing." Carley added as Lee rolled his eyes with a small smile on his face.

"It'll turn around." Lee shrugged while Clem poked his arm.

"Only a four-leaf clover can give you good luck again."

"That's right," Carley played along, "and keep away from black cats."

Lee gave her a look, "Alright, we've established how lucky I am..."

Carley coughed and it sounded suspiciously like, "Or lack there of." she grinned with mischief in her eyes.

"Can we get back to the-"

The door opened to reveal Kenny, looking very haggard like he just woke up from a nap. Katjaa's work on his wound was nearly finished, but the stitches still ached and his right sidewas more tired than usual. He surveyed them on the bed: Clem tucked up against the headboard, Lee sitting side on with his legs hanging over while Carley was curled up Indian-style. In their hands were cards, a messy pile in the center of the bed. For a second he found this very odd, but it didn't really surprise him.

"Hey." Lee said but Kenny ignored him.

"I'm the dinner bell I guess, rations are being served so..." he trailed off before turning and leaving the door open as he left. Time had went by faster than expected, the sky was darker and the rain was coming down stronger.

The bubble they had lived in for the past few hours had popped: Lee remembered that he had the RV shift that night, Clem acknowledged her hunger pains and Carley recalled the lesson with Ben she still had to finish planning. The famous words, nothing gold can stay flashed in her mind because she felt the time she spent simply enjoying herself with Lee and Clem had been something golden.

"I guess you're saved from fishing, maybe you might have some luck after all." Carley said as they all got off the bed. Clem almost skipped to the doorway and took the liberty of going off, leaving Carley and Lee alone. They walked towards the door together, but she slowed to put her vest back on.

"Maybe you've got some luck too." he said with a slow smirk on his face. She looked at him, seeing his expression and wondering what it could mean.

"How so?" she asked curiously, he walked backwards.

"Well, that vest is waterproof isn't it?"

She sighed as he laughed, another remark about her vest and somehow she wasn't surprised. She may looked bothered, but on the inside her nerves were dancing.

"You better hope it is." she pushed his arm as they left out the door, there was something so normal about their teasing and shoving now. Or perhaps...the feelings that followed.

As they descended out into the rain, Lee couldn't help but look back at Carley and instinctually, they exchanged small smiles that spoke of something special, secret...and golden.

Lay me down

Let the only sound

Be the overflow

Pockets full of stones

Song: What the water gave me- Florence and the Machine

Yikes! It's been a long time since an update and I apologize. I'll try to get another one out to you sooner. Take your time to review if you'd like, all comments are appreciated and make me do a happy dance. Again, thanks for reading/ reviewing/ alerts/ favorites.

Thank-you to someone who corrected me in saying that the bandits actually told Ben that they had his friend...hence Susan! That's a mistake on my part, sorry for the confusion. Too much Ben in this chapter? I actually like him after thinking more about his character, I hope I've conveyed that clearly. More Kenny and Lee in the next one, along with some Lilly and Carley...but they get into a heated topic! Any thoughts on what that topic might be?

Wow this is a long author's note, but I just feel like they were maybe too OOC in this...I don't know hence why I love/need you guys! Can anyone guess the 'golden' quote or the song Lilly was thinking about? ; )

I shall fix the mistakes in this chapter later!