WARNING: This story WILL have spoilers for the game so if you don't want to know, CLICK AWAY.

DISCLAIMER: I claim no ownership over these characters, or anything involving Telltale, the Walking Dead, etc! This story will veer off slightly from the actual events in the game (y'all who've played episode three can guess...) This will be a LeexCarley centered story. I've taken the liberty to expand and explore their relationship with what the game has given me.

FULL SUMMARY: Lee Everett struggles with surviving the new world and keeping one little girl safe. His group is starved for help and broken beyond repair. With the long road ahead, there's trouble around every corner. He must choose who to trust, before there's no time left. Follow the Georgia survivors as they struggle with finding the strength to carry on in a world where hope seems forgotten.

Meadowlark, fly way down

I hold a cornucopia and a golden crown

For you to wear upon your fleecy gown

Ah meadowlark, sing to me

Other than the muffled sound of footfalls, it was eerily quiet as the Macon survivors made their way back to the motor-inn. It was a silence that wasn't really silent at all because every one of their heads were whirring, thinking. The only thing that seemed to be on everyone's mind was the St. John dairy: a hell disguised as paradise, a savior turned Satan. They all wanted to believe, for once, some good luck had found them; but luck seemed to have a totally different meaning now. Escaping death by some sick cannibal trade, the survivors all hung their heads with their eyes downcast. It had been a close call, but for one, her life had been forever changed in that meat locker.

"Damn." Lee Everett, pre-apocalyptic history professor, exhaled heavily and gave his head a slight shake. Just running over the events in his mind made his skin crawl. Finding Mark legless and everyone else unknowingly helping themselves to a meal of him...except Clementine, he would hold onto that. Stopping her from eating made him feel accomplished that night. But still, his eyes burned with anger as he remembered pushing Larry's chest, trying to administer the help he needed. Even if he didn't deserve it, Lee tried his best to save the old, racist, asshole. Then it all went to hell. Kenny, the man whom Lee thought was his greatest ally, murdered Larry by throwing a salt lick on his skull to prevent him from possibly coming back as one of them. That single moment: everything became undone. Trust became doubt, and the only sound in the meat locker was the sound of Lilly's screams. Larry was the only person Lilly had left and with him gone, lights forever faded from her usual fiery eyes. Something was lost in her at that moment, she became a ghost of a woman.

Kenny no longer trusted him, there was an immovable obstacle between them now. Lee understood why he did it, he just couldn't understand how the already rocky tensions between the groups alphas could be eased. The meat locker was the pin in the grenade and all Lee could do now was shield himself from the explosion. He was never going to pick a side: Kenny or Lilly. Both leaders were good in their own right and had his back times before. Lee constantly found himself in the middle, but by trying to save Larry, he pretty much guessed which way he was tossed in Kenny's eyes.

Damn.

How he was going to ease this over was lost to him. He keep telling them, over and over, that they're strongest together: one unified front...he seriously doubted that now. Cracks in trust had formed and now they had evolved into full formed wedges. Lee was the man picking up the pieces. Whatever happens between Kenny and Lilly, he only had one priority. And that priority was watching him worriedly now from her eight-year-old hazel eyes, as he walked alone at the head of the tired group. Clementine. She was not a child, having seen so much death and evil in her short life and seen to that. But she was pure, and truly saw what Lee, Kenny, and Lilly were going through. She cried in that meat locker, but Lee told her to be strong and all she could think about was how strong he was. She would be strong like him, she promised herself constantly.

Clementine watched as a woman approached Lee: she was slightly shorter and much leaner with chocolate colored, elbow length hair and always welcoming green eyes. It was Carley. Clem liked that woman very much, she drew chalk pictures with her sometimes, as best they could on the bumpy concrete of the motor-inn. Carley slipped her an extra morsel of her own small food ration one night, Clem never forgot that. Carley and Katjaa were the most warm towards her, sometimes Lilly smiled but that was less often than Clem would have liked. Lilly was serious, something she admired, but also something she was afraid of. Being too serious is dangerous, Lee told her that once so long ago...

"Hey," Lee wasn't startled to hear Carley walk up alongside him, purple vest and all. She was a good friend to him, and the only person who knew about his past. The other had been Larry, Lee didn't have to worry about that now. He frowned.

"Hey." he replied evenly, both of their faces grim. Carley had showed up at the dairy at exactly the right time with Ben at her side. The woman was a good shot, dangerously good. She had saved him from some extra trouble with Andrew St. John, before Lee took him down in a tumble to save Duck from further being a hostage. Lee felt that really, she was his only friend right now. But most importantly, he could trust her.

"Were...were they really eating people back there, the St. John's?" she asked, brow furrowed while her stomach threatened to pitch up the biscuit she had taken from the dairy earlier. Her and Ben had stayed at the motor-inn while the rest of the group went investigate. They were more lucky than they realized.

"Yeah...I should have known something was up."

"How the hell are you supposed to foresee something like that?" she exclaimed, amazed by how much responsibility this man was willing to take for something completely out of his hands. Lee's face tightened, "Things too good to be true, usually are. They had protection, food, a life. Or at least, that's what it seemed like. I shouldn't have let everyone stay-"

"What happened was out of your control, they were sick people, Lee. Nothing any of us could have done would've changed that. I'm just glad...well, Clementine...she didn't see anything did she?" her concern for the little girl was evident in her voice now.

"She's not stupid, Carley." Lee lowered his voice, disgusted with the amount of danger Clem had been in. He remembered how Andrew had grabbed her hair, the urge to kill him was back with such a ferocity that he regretted leaving both brothers to the walkers. Danny was not worth the blood on his hands: neither had been. Their pain from being eaten alive would be their punishment. Somehow, that wasn't enough.

"Jesus." she breathed, wishing the St. John brothers had never stumbled around the motor-inn looking for gas.

"Yeah." Lee agreed with equal exhaustion. Suddenly, an outcry of pain could be heard and both Lee and Carley whirled around to see Kenny bent over, his hands on his knees. His wife, Katjaa, smoothed his back while his young son, Duck, looked scared. Kenny had been shot in the dairy take-down, trying to save his son, and it was catching up to him. Katjaa, being a vet, could patch him up back at the motor-inn but he was still in an extreme amount of pain. No matter what was going on between them, Lee still remembered the man who had saved him in that drugstore in downtown Macon, and owed him his concern.

"I'll, ah, talk to you later." he said to Carley who nodded knowingly before continuing on. Ben, the newest member of the group and really only seventeen years old, gave him a sheepish look as he passed. Lilly, who was holding her rifle, didn't seemed to notice him. Clem stood by, watching Kenny and turning to Lee as he passed her.

"I think he's really hurt." she observed, her eyebrows creased. A breeze rustled her dark, curly locks. Lee absentmindedly tightened her hat on her head gently, "Why don't you go ahead, I'll talk to him and make sure he's okay."

She nodded solemnly, "Okay." Lee made sure Clem was safe behind Lilly before turning back to Kenny. Seeing him approach, the man grimaced and straightened up. Somehow he didn't want Lee to see just how weak he was at the moment.

"Kat, Duck, I'm going to talk to Lee for a second." he dismissed his worried family with a slight wave of his hand. Katjaa gave Lee a small smile before taking Duck ahead, hand-in-hand. When they were alone, it was awkward to say the least.

"There's going to be fallout." Kenny looked warily up ahead before returning his gaze to Lee. He knew what was coming, the anger and distrust of the group was deepening. Lee scoffed, "For killing Lilly's dad, yea, I would imagine so." he didn't hide the anger in his voice. Kenny was a man that operated without thinking about all the possibilities.

"I did the right thing and you know it." Kenny snapped, glaring from underneath the visor of his ball-cap. Lee sighed, "You didn't know for sure that he was dead."

"I wasn't gonna take that risk. Dammit, Lee, I counted on you to have my back and you didn't!"

The silence between them then was alarming. Lee was a few inches taller, but Kenny seemed like a giant in his anger towards him. Betrayal was stitched across his face, and all Lee could think about was how they were supposed to move past this.

"You're no hero. You destroyed two lives in that meat-locker." he finally said. Wordlessly disgusted, Kenny brushed past him clenching his fists. Was anyone going to have the balls to do what was right? In his mind, he was the only one brave enough.

"Jesus, Kenny, you're not a bad man but come on...we can't make decisions like that without thinking about it's consequences."

He didn't show his reaction and continued on, leaving Lee to himself. Sighing again, he hung his head and thought, "It's never going to be the same. Something's broken, and I can't fix this."

He didn't need to look at Kenny's fleeting figure to understand how right he was.


When they finally arrived back at the motor-inn, the sky had darkened and stars were beginning to poke through, twinkling like the smallest diamonds. There was a cool breeze, and Lee was thankful he had found Clementine a hoodie in the abandoned station wagon the group had come across. It was almost as if luck was making up for what had happened at the dairy and Lee's spirits felt uplifted from the weight of the box of food he carried in his arms. The car, when they found it, looked to be recently used. Hell, the dash was still warm as Lee grabbed the keys. But whoever was driving it had vanished without a trace, and although it was extremely odd for a car filled with supplies to be left unattended, everyone had taken advantage of the situation.

Ben carried a box with medical things such as bandages and gauzes (Lee hoped they wouldn't use often), Kenny and Katjaa carried ones with canned goods (tired smiled on their faces), Carley carried one with other food items while her stomach growled, and Lee carried another. The only people who had objected to taking the supplies from the car had been Lilly and Clementine. The former was at the head of the group, caring her rifle with her father's dried blood still staining her face and shirt. Clementine walked closely beside Lee, holding her red, Brooklyn hoodie with a small frown on her face. Lee understood that she felt it was wrong to take it, but he had to remind her that in this world- they had no choice and they needed it to survive. Somehow, the rules had changed. What was right and wrong had also changed. She seemed mildly reassured, but Lee was guessing a nice meal would cheer her up.

Kenny seemed pleased that Lee had agreed with him on taking the supplies, but he doubted it really changed anything. It would be a long process before Lee earned his trust back. He was willing to take as long as it took; Kenny was a good man to have on your side.

"Finally." Ben sighed from behind, trying his best to not let how heavy the box weighed show on his face. The Travelier Motel took form: the multitude of rooms and their self-made protective wall brought a light smile to Lee's face. The wall had taken a long period of time to construct, he himself had spent a lot of time dragging unused mattresses and drawers to stack up. Wire they had found, wooden boards, all of which were accompanied by the low lying brick wall already there. Two large, fat dumpsters stood at the main entry and were a extremely heavy to move. It was a great place to keep out walkers, no wonder Lilly was so dead-set on staying. That was another spat between Kenny and her, while he wanted to leave the place in search of more food, she insisted on staying.

But Lee doubted Kenny would want to leave now as long as the station wagon supplies lasted.

"Too heavy?" Lee replied to Ben's muttered remark with a smirk.

The young man's face looked embarrassed again, "N-No, it's just...it's been a long day and I just really want to get to sleep."

"I guess you won't be taking first watch then." Lee reminded Ben of his intended shift on look-out at the top of Kenny's old R.V (the thing was more nostalgic than anything else and Lee didn't think he would get it running again) It was Lilly's way of him proving himself to the group and he certainly didn't want to anger her.

Ben's eyebrows shot up, "Oh, that's right. Sorry-I forgot."

Lee shook his head, "It's okay, I'll take your shift for you."

"No, I couldn't let you do that."

"I don't think I'll be getting to sleep tonight anyway- might as well make use of it. Besides, you can always fill in for Kenny in the morning."

Caving, Ben looked at Lee with a grateful expression, "Thanks, man."

"No problem."

As Ben walked ahead, Clem looked up at Lee and her frown deepened.

"Nightmares?" she questioned, having listened carefully to what he had said about not being able to sleep that night. Lee didn't want to scare her, but found himself always being direct with her.

"Yeah, nightmares." he sighed, the group had finally reached the dumpster gates and Lee set his box down before going forward to open them. Clem had nightmares a lot too, last night she had been in her tree-house and walkers climbed in and got her. She shivered although she wasn't cold.

"I got it," Lee said as Lilly pushed the dumpster. Her expression was peeved as Lee took over, "I could have done that myself." she said with mild venom. The last thing she wanted was anyone taking pity on her.

"I know," Lee replied, stepping aside to let everyone in, "But I wanted to help." Lilly's gaze lingered on him for a moment before she brushed past.

"Lee, I got your box." Carley said a box under each arm. His brow furrowed, "You alright?"

She winked, "I'm stronger than I look."

Lee shook his head and laughed lightly as Clementine passed through, "I bet you are."

He shifted the doors closed with a slight groan and wiped his hands on his pants. Already he heard escalated voices and he guessed Kenny and Lilly were at it again. The motor-inn's parking lot was small, and the R.V took up a lot of the space but an old sofa was there along with a crate where Clem and Duck drew pictures. The group had assembled by the sofa, and Lilly looked heated as she pointed down at the boxes. Lee rolled his eyes as he approached, locking eyes with Carley as she shook her head.

"I'm telling you, only one can per person." Lilly put a defiant hand on her slim hip and scowled at Kenny. The commercial fisherman crossed his arms, "Come on, Lilly, we're all starving here. There's some biscuits to go around-"

"And cookies!" Duck exclaimed, always so innocently optimistic (although his own father had told Lee that he was dumber than a sack of hammers)

"We ration everything we have, that much hasn't changed." her voice had no room for objection. Ben looked shy, as he always did when Lilly was around. Lee guessed the poor kid was scared of her, and it would be a lie if he said he wasn't scared of her sometimes. The woman had a fierce temper, and that seemed amplified now.

"A lot has changed, we just found four boxes full of food and after what's happened today, I say we deserve a little treat." Kenny put his hand on his son's shoulder. Lilly looked furious but her voice was low, "Don't you dare act as if you were put through hell today, after what you did to my dad."

Everyone gave both surprised and confused looks aside from Lee and Clem. She looked down at the pavement as she remembered the meat locker. Lee saw it was time for him to step in.

"What?" Carley asked.

"Ken?" Katjaa said. Kenny blew out a breath, she would never understand that what he did was to protect all of them.

"There's plenty of time to talk about that later," Lee said, practically stepping in between Lilly and Kenny. "The last thing anyone wants is to talk about the dairy. Let's just be able to enjoy the fact that we have food."

Kenny looked relieved as Lilly sighed deeply, running a hand through her thick, brown hair. "We're still not eating more than the rations, we have to extend this food as long as possible."

"Ahhhhh." Duck hunched his shoulders in disappointment, wanting that cookie very badly. Kenny was about to say something but Lee did first, "Lilly..." he trailed off, truly one box of cookies wasn't going to hurt and seeing the kids happy meant a lot. They stared each other down for awhile before she caved, "Fine. But just the one, I'll store the rest in 14C." she snapped, tossing Duck the box of cookies. 14C was one of the motel rooms nearest to the old icebox, it was oddly the least warm room and where they stored all of the food. Old, stained boxes littered around outside, along with other waste that got dumped in the woods every other day.

"Yay!" he exclaimed, jumping up and down while Katjaa laughed. Kenny seemed satisfied but there was both speculation and suspicion in the way he surveyed Lilly and Lee before he turned his attention back to his son.

"Lee, you're helping me." Lilly added, tugging on the cloth of his light jacket. Lee was happy to see Duck so animated, he ripped open the box while everyone gathered around. Clem looked slightly uplifted as Carley stood by her, waiting for Katjaa to give them their sugary treat. Ben was grinning hungrily.

"Ok, Duck, don't lose your head now." Kenny said with adoration for his son in his voice. They were all just as happy to be getting more food than usual. Lee showed a small smile before turning back to Lilly who frowned. They lifted a box each and walked over to 14C, out of earshot.

"Fucking unbelievable." Lilly muttered to herself, kicking the door open after she unlocked it with the small silver key in her pocket.

"It's just one box of cookies." Lee replied calmly. She scoffed as they both walked inside, near-empty boxes stacked in the corner.

"And then it'll turn into an extra can of beans, or another bottle of water. Before you know it, it'll be just like before: teetering on starvation because some people can't control themselves. We have to ration ourselves, it isn't about eating when we want to; but when we have to." she was ranting to the only person who seemed to really listen without arguing. Lee was a good listener, she had always secretly liked that part of him.

There was no more laughter on his face, "I won't let it get that far."

"You?" she repeated, "That's funny, because it's always me who has to speak up." she eyed him with judgment in her brown eyes.

Lee ignored her and set his box down next to hers, she stood with her arms crossed.

"Look," he began heavily, "I don't want to get in the middle of you and Kenny, but I do think that we should still have the rations. Just...fuck, it's a box of cookies for the kids- they should be happy tonight at least."

"Tonight," Lilly glared slightly, "Only tonight." she was looking at him as if expecting an objection.

"Hey," he raised his hands, "I'm not complaining. Tomorrow it's back to normal."

Her eyes softened suddenly, the same dull look as in the meat locker. Lee knew he did something wrong and backtracked quickly.

"Normal..."she trailed off in thought and said bitterly: "It'll never be fucking normal again."

"Lilly-"

"I don't need your sympathies." she snapped before leaving. Lee clenched his teeth, with refusing to talk about what had happened to her father, Lilly was a ticking time bomb and he knew it. There had to be the day when she would open up to him. Truthfully, he was the only person in the group who willingly spoke to her besides Clem. But Clem talked to everyone.

The normalcy of the motor-inn would indeed be interrupted by Larry and Mark's absence, but Lee certainly wouldn't miss the old man's glares and insults. Mark was a good man, a friend to Lee. Suddenly grief washed over him and he sat on the bed, rattling the boxes.

After a few moments with his head in his hands, the door creaked open.

"I brought you some cookies." It was Clem. Lee swallowed hard before raising his head to look at her, smile fading as she watched him with two chocolate chip cookies in her small hand. Crumbs littered the top of her little dress from her own.

"There's some left?" he tried to lighten the mood as she walked over, sitting down beside him.

"Yeah, but Duck ate four. They're really good." she said, handing him his. Lee didn't feel like eating anything at the moment, it felt odd in his hand.

"How many did you have?" he asked. A glint appeared in her eye, the same innocent look that she used on him when he asked if she had licked the salt lick back at the dairy.

"Two."

"Clem..."

She sighed and reached into the small fold of her pocket, bringing out two cookies, "Four."

"Clem!" his eyebrows raised and he chuckled.

"I'll put them back, I was just hungry." she felt guilty for sneaking them, although she thought Katjaa had seen her. Lee shook his head, "Nah, you deserve them and god knows how long it'll be until we see anymore. Here-" he held out his own supply, "You can have mine too."

Her eyes went as wide as the cookies themselves, "Really?"

"Yeah, go ahead."

Giving it a second thought, she bit her lip. "No, I want you to have them."

"Why?"

"You deserve them too."

She smiled at him and he felt his affection for this little girl grow. Clem felt like family. She was family, in every idea of the word. "Thanks, I guess."

"Yep...were you and Lilly arguing?" the direct change of topic caught him off-guard as he popped a cookie into his mouth. He swallowed to buy him some time.

"No, did it seem like it?"

"I don't know, it's just...she argues a lot. I wish she didn't."

Lee made his tone more optimistic than he felt, "Maybe she needs a cookie."

Clem smiled but didn't falter, "I think she's really sad."

Knowing he couldn't fool her, Lee found himself being honest again. There was little he could hide from Clem, she was so watchful.

"She is, and will be for a long time. But it's important we help her, understand?"

"Yes. I might draw her a picture, and maybe ask her to play with me one day. Is that helping?"

Lee was at a loss for words momentarily, being so touched. "That's a great way to start, she'll appreciate that."

He was sure Lilly would.

Hummingbird, just let me die

Inside the broken holes of your olive eyes

I do believe you gave it your best try

Ah hummingbird, sing to me

After the cookie munching was finished with and Duck was dying down from his sugar high, the motor-inn survivors started the nightly routine of going to bed. Ben, being new, was roughly handed a ratty blanket by Lilly and assigned the room closet to 14C (to which Lilly kept a key and locked it at all times) Her room was the next one over, the only one with the window cracked open so she could hear clearly what was going on outside at all times. Up the surprisingly sturdy iron staircase was Kenny and his family, then it would be Mark's, and then Larry's. The vacant rooms would remain vacant, no one planned to set foot in them.

Across the lot was Lee and Clem's room (the only one with two single beds), and upstairs was Carley's. Each room was basically the same: a bed (they had their own blankets), a dirty bathroom (the toilets were the ones one would expect camping, the doors were usually always closed) a cheesy piece of artwork on the wall, a desk, and a closet in which they all stored their meager number of clothes. In Lee's room, the desk was entirely devoted to Clem and her drawings, old pieces of crayon and caulk that she had found. Mostly she drew on the motels stationary. Lee was a basic guy, but he kept the picture of his family he had gotten from the drugstore underneath his pillow.

When Lee got Clem settled in their room, he grabbed his flashlight and headed for the door.

"Where are you going?" she asked in a whisper, the room in darkness.

"I'm taking Ben's shift on watch." he reminded her gently.

"Oh...Lee?"

"Yeah?"

"I-I don't like being alone in the dark."

He felt a wave of guilt and thought of someone who would make her feel safe.. "I'll ask Carley to stay with you for awhile, okay?"

"...okay. Don't say I'm afraid though."

"Aren't you?" he smiled.

"No," her little voice hesitant, "...kinda."

"I'll be right back, Clem."

"Okay."

The trip to Carley's room was quick, she opened the door before he could knock. Not surprisingly, she was dressed as usual in her purple vest. They didn't have the luxury of having night clothes, although Lee slept in his jeans and a black t-shirt.

"I thought I heard you thumping up the stairs." she teased lightly.

"How did you know it was me?" he replied with a playful raise of his eyebrow.

"Wishful thinking I guess." she returned and stared calmly with a smirk. Suddenly not knowing where to look, Lee cleared his throat. "Uh, can I ask you a favor?"

She didn't even blink, "Shoot."

"Can you stay with Clem while I'm on watch? She doesn't like being alone in the dark."

"Of course, who isn't scared of the dark now?" she agreed, stepping outside and closing her door gently. Lee would admit, he felt on edge when the flashlight went out. They stopped outside of the door, she turned to look at him with her hand on the doorknob.

"Thanks for doing this."

Her expression was warm, "No problem...Lee?"

"Yeah?" his stomach gave a nervous lurch as she leaned forward slightly.

"I know you're taking over for Ben tonight. It was pretty stupid to assign the new kid, but anyways, that was kind of you."

Something told him she wanted to say something else. Carley was a bit different lately...more, attentive towards him and Clem. Lee would be lying if he said he didn't like it.

"I wouldn't be able to get to sleep tonight." he admitted, rubbing the back of his head.

"The dairy?" she asked quietly. He nodded after a moment, something about Carley made it easier to speak his mind. Maybe it was the secret they shared, or how naturally they got along...Lee felt that he could trust her more and more each day. Suddenly he felt like telling her everything: about how frustrated he was with Lilly and Kenny, choosing to save Larry, sparing the St. John brothers...everything. Lee wanted to tell her everything and he knew she would listen.

But instead he remained silent.

"I don't think anyone will be getting any sleep tonight." she said after awhile of waiting. Although she was spared from seeing the horrors of the dairy for herself, Carley was told the basics. Kenny being involved in Larry's death...it was something she wanted to ask about but she guessed that night wasn't the time.

"Thanks...again." Lee said, his voice a deep rumble. She touched his arm in a sympathetic way before cracking open the door.

"Anytime." she replied quietly.

They exchanged a small smile before he walked away towards the R.V, where he would spend the remainder of the night. Come five o'clock, Kenny would take the watch until ten...so on and so forth. Carley watched him as he flicked the flashlight on and walked towards the R.V

She felt confused: not about Lee, but about how she felt. He was a convicted killer, but somehow that didn't really seem to matter. He showed nothing but how good of a man he was, and how trustworthy he could be. Carley didn't feel like she should be wary of him...in fact, she felt comfortable around him. It was something she thought about more often now, clouding her thoughts throughout the day. It wasn't like she was busy, and thinking about how she felt concerning Lee Everett preoccupied her greatly.

And she wasn't even close to puzzling it all out.

Don't believe a word that I haven't heard

Little children laughin' at the boys and girls

The meadowlark singin' to you each and every day

The arc light on the hillside and the market in the hay

Song: Meadow Lark- Fleet Foxes

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Revised: July 15/13