A/N: Sorry that it took me so long~! I wanted to make this one a little longer to make it up to you guys, but it just didn't end up that way... This chapter is more of a filler chapter, setting up for the next one. So no action in this one, sorry...

Also forgot to mention in the last chapter, if Kenny dies/gets bitten he WON'T come back to life as he does in the show. His invincible powers can't save him from the zombie Apocalypse. Yupp, it sucks.
Thank you for all the reviews; 10 for only 2 chapters~! Thank you guys so much~ Please continue to read and review~!

I could only stare at the man in front of me. Only a day ago had I stared into those same brown eyes, yet it seemed that a day had changed everything. At that time I couldn't stand those eyes, always sparkling with sarcasm and wit, only waiting for a moment to completely humiliate you.

Now I could kiss them.

Clyde was not that young boy anymore though. He matured in only a short matter of time, leaving behind all the jokes in exchange for simply living. While he still did take jabs when he could, Clyde was more... quiet.

And that was almost the most unsettling thing. How quickly this could change everything, and everyone.

Even me in the end.

"Come on Kyle, stop spacing out."

Sighing, I opened my eyes and looked up at Clyde. "What?" I asked, irritation oozing into my voice.

We had gotten into the building about fifteen minutes ago, yet that hadn't seemed to make us any more safe. Clyde had been running around the building every since, always fixing a little problem here or loading more ammo into guns over there.

The police station was split into five major areas. The first was the main entrance and waiting area. Many of the pieces of furniture that had once resided there were now being used to barricade the entrances. Not that I would have stayed there anyways; far too close to the undead.

The next major spot was the weapons room. It was hidden farther back into the building, close to the stairways leading to the roof. Since South park was a smaller town, we didn't have as many guns as Clyde would have wanted there. However, it did have enough to keep us all alive, even if only for a while. According to Clyde, we were slowly but surely running out of ammunition.

Most of the other places in the building were smaller and not quite as important. This included the kitchen, interrogation rooms, and the lobby, which some of its furniture withstood Clyde's wrath.

As soon as we had stepped into the entry way, Clyde had left me to wander around the building. At first I was too in shock to move; images of the undead swarming through my head, blocking my vision every time I blinked. Eventually, the fear subsided only to be replaced by another feeling: exhaustion.

So you could see why I was annoyed at Clyde walking me from a much needed nap. I hadn't slept since the sleepover with Stan...

Suddenly listening to Clyde's nasally voice sounded better than the nightmare in my own mind.

"Token wants to see you now."

Pushing myself off of the ground, I straightened up to my full height... Which wasn't much, as Clyde still looked down at me. "Why couldn't he have seen me as soon as we came in? I'm tired now, give me a break."

A snicker crossed Clyde's lips as he grabbed my arm and pulled me out the door. "Token's weird like that. Anyways, you need a gun before you go anywhere."

My mouth went a little dry when I heard that. I didn't like guns. I know I could use one- No, I know I would need one, but to hold one in my hands, point it and pull the trigger-

It would be too much like the last time.

"Clyde, I don't know if I should have one..." I trailed off, cringing as even I heard how pathetic that sounded. "Maybe just you and Token should have them. You both obviously know how to use them, unlike me."

Clyde stopped in front of a metal door, completely silent as he glanced back at me.

"Kyle, we both know that's a lie. You know better than both Token and I how to use a gun." His voice was hard, but his gaze was even stronger. My eyes fled to the floor, and I only swallowed as a response.

...He knew. I don't know how he did, but he knew.

"That doesn't matter though." Clyde's face relaxed and a bright smile replaced the tight line that had resided there a moment before. "Let's get you a gun and go meet Token."

Smiling thinly, I let him rummage around for a suitable gun for me while he blabbered on about nothing. The distraction was appreciated though, as it didn't let my mind wander into unwanted thoughts. Things that should just be left long behind.

A few minutes later, Clyde came back with a simple semi-automatic handgun and a clipping for it. I took them gently, making sure that the safety was on, before slipping the clip into the gun. Then I tucked it into my pants, and followed Clyde up the stairs.

"Token will tell you about what's been going on, and our plans from here on. Well, that's if you want to stay with us. But that's all up to you, I guess." Clyde shot me one last trademark smile, before trudging down the stairs and leaving me alone at the doorway to the roof.

I had meet Token before, even played basketball with him a few times. Yet, I wasn't quite sure what I was expecting when I opened that door.

Whatever I had been, it wasn't what I truly saw.

Token sat completely still, almost lying down, as he stared into the eye piece of a sniper gun, directed towards the ground below him. His dark brown skin was shining dimly in the morning sun, yet he didn't seem to react to the cold in his cut-off shirt at all. In fact, he wasn't reacting to anything at all. For a moment, a terrible thought flew across my mind.

Was Token even alive?

Then he shifted, his head turning my direction the slightest bit as he put his finger to his mouth, the universal sign to be quiet. I nodded slowly and crept towards where Token was lying, to get a look at what he had been gazing at.

That's when I saw why he told me to shut up.

Only feet below us were Undead attempting to crawl up the side of the building. Some were even succeeded slightly, while others continued to try and than tumble back towards the ground. The one thing that grabbed my attention most, was the glazed eye staring back at my own.

A shriek was beginning to leap out of my throat as I stumbled back, but Token slapped his hand over my mouth. Still fumbling I reached for my handgun, but again he stopped me with a heated glare from his black eyes.

What was he up to? If he didn't do something, it was going to crawl right beside him and eat him!

Shivering, I threw Token a questioning look, but he ignored it and went back to looking through the sniper. If he wasn't going to act, and wouldn't let me either, than I wasn't sticking around to watch him get eaten.

I had actually began to walk away when I heard the crunch.

My hands snaked around my handgun, pulling it out as I turned around ready to shoot. Yet, instead of seeing blood and a deranged Undead, I saw it laying still on the ground beheaded.

A whistle snapped my attention up to Token, who stood smirking with a butcher knife firm in his hand. "What?" He asked as he tucked it away. "Gotta save ammo."

I only smiled.

"So, Clyde said you guys had plans?" Token and I were still on the rooftop, as he was afraid some of the other Undead may suddenly become better climbers. Token had shot, or occasionally beheaded, the smarter Undead and the others were still stumbling below on the ground. It had seemed as if they gave up the idea of climbing, though Token insisted there would be more.

"Yeah, we do actually. Before most of these guys," He gestured to the Undead, "showed up, we had a group of five. Jimmy, Clyde, me, Bebe and Tweek."

I waited for a moment, but Token didn't seem to want to continue. I prodded him for an answer, "Well? What happened to the other three?"

He sent me a little grimace before replying. "What do you think happened? Jimmy...well..."

My mouth made a little "o" shape. "Yeah, I can imagine how that went."

Token continued, "At that point, we decided that we needed to try and get to a different town a little farther away, Fairplay, and see if things were still okay over there. Maybe get some help or something."

He went quiet again, looking over the roof towards Fairplay. Fairplay wasn't a very big town; it was around the same size of South Park. Stan and I used to snicker at it's name all the time, but now it seemed to be our only hope.

"So what happened?" I seemed to be saying those words a lot lately. "Why are you and Clyde still here? Where are Bebe and Tweek?"

Was it so wrong for me to hope? Hope that they just didn't get slaughtered like all the others? That, even if it was a million to one, they made it out of this town?

Token swallowed heavily, and looked away from the sniper to the gravel ground of the roofing. Dread started to creep into my soul as he began speaking. "Clyde and I are here because our group thought it was a good idea at the time. To send two of us to Fairplay, while the other two stayed to try and find survivors, like you. We thought it was smart..."

"Bebe and Tweek found a car in the parking lot when things weren't as hectic. But... there was an alarm on it. They didn't even have a clue... Tweek, being Tweek, spazzed when Bebe was loading her gun and fell on the car... It started beeping so loud, and tons of those things came running out of no where... Clyde and I were up here on the roof shooting at them, just trying to keep Tweek and Bebe alive..."

He went quiet again and I could only assume the worst. I began to get up when he started talking again, his eyes finally looking into mine.

"Bebe didn't make it. She threw Tweek in the car and tried to fend of the Undead... She was always so headstrong, remember? She never even had a chance... Tweek made it out though. As soon as he started that car, the alarm shut off like it had never even started. He took off like a bat out of hell, and we've been keeping these things off our back every since."

His voice was steady, but looking into those eyes, I knew... That he was just as terrified as me. He didn't have a clue what was going on, and he blamed himself for Bebe's death, just like I blamed myself for Stan's. Maybe he could see it in my eyes too, because at that moment, I came to truly trust him.

I couldn't leave these guys here, no matter how much I wanted to take off at any moment. Because I was just as much screwed as they were.

And that horrified me.

"Okay, this is what we are going to do!"

After talking to Token, I snatched Clyde from the weapons room and pulled him up onto the roof. As easy as it would have been to just wait here and hope for others, those two had been doing that for two long. We needed a plan, and I decided it was time to make one.

I don't know why Token and Clyde decided to even listen to me; I was, in fact, the one that they saved. It wasn't the other way around at all. Yet, in a little way, I became the leader.

"Token told me about Tweek going to Fairplay. How long ago was this?" I turned towards Clyde and Token, who stared up at me blankly from their spots on the ground. "Come on guys, it's not like I'm asking about Global Warming or something."

Clyde took a moment longer, brushing his shaggy bangs out of his eyes before finally grasping the answer. "I'd say... five hours ago? Six?" He turned to Token for assistance. "What Clyde's saying sounds about right." Clyde started to cheer before Token smirked, "Even morons can get it right sometimes."

Ignoring Clyde's protests, I continued with my ranting, "Well, than you guys have had plenty of time to search for survivors. You aren't going to find any more here, and if there is any others, then they've found some place else to hide. Our best chance is to follow Tweek into Fairplay."

The two stayed silent, Token glancing at me thoughtfully before nodding. "He's right. I don't quite like the idea of leaving this safe spot, but we can't hide here forever. We should probably leave soon, before more of the Undead show up."

A dark smirk broke across my lips as I twisted my handgun around, unlocking the safety.

"Get our stuff quick guys. We're leaving tonight."