Hello people of this realm! This is my 1st Walking Dead fanfic, but not my first fanfic. It will have a happy ending. Dead and Living tolls will be put at bottom. Starts at beginning of season 2-with modifications to survivors...

Living- OC's, (Lee, Carly, Molly), Lilly(rouge), (Katjaa, Kenny, Duck) and Clementine(rouge) ()=currently in a group together

Dead- Larry, Charles, Christa, Ben, Omid, Mark, Doug, other dead characters

One last thing... 400 days characters are nonexistent in this fanfic because I haven't played 400 days...yet!(yea yea you can chew me out)

DISCLAIMER: I don't own The Walking Dead nor any of its characters. I only own the OC's that appear later in the story. Enjoy :)

The morning was damp and chilly. October was making its way across Georgia very fast, and Clementine was hardly prepared for the chills that were going to come in the later months. She wished she had taken the jacket from the abandoned vehicle after their incident with the St. John's.

The St. John's. Clementine hated them for what they did to poor Mark. He easily could have lived. then, they took her and locked her and some of her group in a meat locker! It was cold in there, and then Larry collapsed. She didn't know if he was dead or not, but Lily thought he was alive. While Lilly was reviving him though, Lee...he...finished him. Lee told her that he was just making sure Larry didn't come back, that the heart attack had killed him. It made Clem shudder.

She walked on and on until the sun drew towards noon. Clementine took out her pistol and started stroking it out of boredom, remembering how Lee and Carly taught her how to shoot on the train. When she killed her first walker. Soon she grew tired and was sweating from all of the walking she had done since last night. Clem put the gun back into her belt and walked another half-hour knowing she couldn't stop just yet. To her surprise, she found a log and as soon as she had sat on it she found some bullets for her pistol. She relaxed for a little bit and kept her gun to the side of her on the log, just in case.

Not five minuets later had she sat down that she saw two walkers in the distance. Clementine stood up and drew her gun, pointing it at one of the walkers. Before pulling the trigger, she saw something that made her lower the gun. The two stopped and she could hear one call out to her. Clementine wanted to run towards them, they could be Lee and Molly looking for her for all she knew. She stood there, looking at the two when one stood up and then turned around. They were now looking at her, but none were moving towards her. She was pretty sure that she was too far away for anyone to recognize her. Then, one of them started to jog down the hill towards her, only to be stopped by the other.

Lilly walked onward with the strange man. He had come to her makeshift camp late last night and told her of a camp about 20 miles from her place that was very prosperous and could easily support 100 people. She was wary at first, but didn't really have any other option at the time. Now they were walking together as the sun approached its highest point in the sky.

"So, this...camp. It has plenty of food and shelter, along with medicine right?" Lilly asked, she wanted to make sure leaving her camp was a good idea.

"Plenty, we grow our own food source and some survivors take care of it, in exchange for a place to stay, nice and safe. And it's more of a settlement then a camp." The man explained.

"Safe huh. Haven't heard that one in a while." She retorted, then quickly added "Shouldn't I know the name of my 'escort'."

"You don't have to be so curt you know." he replied, stopping the duo, "and it's Clide."

"Ok Clide, so how much longer until we make it to the settlement."

"Well, at this pace, we should make it be-" Clide stopped mid sentence. A figure in the distance, small but definatly a person. He had seen enough of both walkers and people to tell the difference. Clide directed his body more towards the figure. "HEY! OUT THERE, NEED SOME HELP? WE ARE FRIENDLY!"

Lilly grabbed his arm. "ARE YOU CRAZY! They could be a walker for all you know!"

"I've seen enough of both to know who is who, and that, my friend is a person." Clide started to jog towards Clementine but was stopped quickly by the opposer.

"No! Don't you have too many people? Or not enough medicine? When are you going to stop collecting rouges? And there will be others who will want in the camp as well, are you going to deny them? Is there a special VIP access-" Lilly was cut off in the middle of her rant, much to her distaste.

"You will be paying your way shortly, but you will have to listen to me and the other founders when we get to the camp, we look different for a reason." Clide stated sharply before trotting off towards Clementine again. Lilly had no choice but to listen to her 'leader'.

The people were coming closer again. What to do...what to do!? Should she run or sit there, or point her pistol at them? One of them was picking up speed, to late to run. Right when she was about to pick up her gun a man was in front of her.

"Don't...Don't pick up the gun, please." The stranger said, she started with drawling her hand, but then again why should she listen to him? He was a stranger after all. "Please, I'm here to help you little girl. my weapons are back there." He pointed to the hill which they came from, "she has no weapons." He pointed to the woman that was still trying to catch up to him. She looked awfully familiar. Was it...Carly? No, Carly's hair was shorter, and so was she. This woman was taller, and looked older as well. When she finally caught up, the man went to introduce her, and Clementine finally recognized her.

"This woman is-"

"Lilly!" Clementine said with joy and sorrow. Knowing that she was still alive was good, one less person that was out to kill her, but she did TRY to kill Carly and ended up killing Ben! Poor Ben.

"Clem- Clementine? Is...is that you?" Lilly seemed to hardly recognize her.

"Oh, good! So you two know each other. Maybe more of you're group is inside the wall, there are a few of them that are hoping that the rest of their group will show up. By the way, the name's Clide." Clide whispered the last part to Clementine.

"and I'm Clementine." Clem properly introduced herself.

"Well Clementine, Lilly and I were just heading back to my settlement. It's big and had plenty of food and medicine and houses too, if you were concerned about that." Clide rubbed the back of his neck.

"Cool, is there a playground, and..." she was afraid to ask the next part. "and are there other kids there?" She questioned the man, rubbing her foot into the ground.

"Well, we have a little grass patch that no one uses, that can be a playground. And yes Clementine," Clide bent down to her level. "there are other kids." Clementine was so happy, there were going to be other kids to play with, she wouldn't be alone. She wanted to hear their stories, how they survived. She quickly packed up her things and put her gun in a pocket of her dress.

"Wait, you...have a gun?" Lilly wanted to know who had taught her to shoot and more importantly, who gave her the gun.

"Yes, Carly gave it to me...and Lee taught me how to shoot!" Clementine liked the happy memory. "Oh, and don't worry, Carly found a new gun before she gave me hers."

"So, Lee thought it was a good idea to teach you how to use a weapon?" Lilly was asking rhetorical questions now. She said the last part only to herself. "God what an idiot."

Clementine could feel that something was up with Lilly, so she asked Clide if they could start making their way to the settlement. He happily obliged and soon they were headed towards what Clide called civilization.