A/N: This is little story I wrote and posted on Tumblr/AO3 before episode 3's release, back before we knew Louis' backstory.

"Okay, I gotta know."

"Hmmm?"

"What's your deal with cantaloupe?"

"You mean, what's my deal with the most despicable thing grown on this earth?"

"It can't be that bad."

"When was the last time you had one? I guarantee that if you had one right now, you'd take a bite and say, 'wow, this is worse than eating walker guts!'"

"Oh, geez." Clem rolled her eyes. "So dramatic."

"Perfectly dramatic enough!" Louis argued.

Clem shook her head, a small grin tugging at her lips. She had to admit it: she was having fun. When Louis suggested a card game to the group, like he usually does, it seemed that no one was interested. After everything that went down with Lily and the raiders and the big rescue, they were still in recovery mode.

Most went along with their new nightly routines or back to their rooms, leaving Louis with his stack of cards and a discouraged frown.

That was when she realized that it had been weeks since they had actually spent any time together. Sure, they went hunting and they ate together, and he was practically spending every night in her and AJ's room, but as far as alone time goes that didn't have to do with planning or their everyday survival…

Hell, that had to be when they shared their first kiss at the piano.

So, Clementine was determined. She sent AJ off with Tenn to finish coloring before it was their turn for watch duty, and then she approached Louis with a smile. She suggested they go play a private game, one on one.

Needless to say, he was thrilled.

He practically pulled her arm out of its socket while dragging her into his room.

There they sat beside each other on his mattress covered with countless pillows with their shoulders pressed together and feet bumping against one another. Each held a handful of cards from Louis' infamous deck.

Clem pinched his arm. "Seriously, do you really hate cantaloupe that much? Or are you just exaggerating to be funny?" She was honestly curious.

Louis bit his lip, his grin slowly fading.

"My mom always bought it," he finally said. "Sometimes she would plop this big bowl of cantaloupe in front of me. Then, she wouldn't let me leave the table until I ate one full slice." He frowned. "It was disgusting."

Clem perked a brow. "So, you were a picky eater?"

His face faltered briefly, then he obnoxiously stuck his nose in the air. "I prefer to say I had high standards," Louis mocked a terrible accent she couldn't place. It made her giggle all the same.

He flipped over his next card. Clem did the same.

She held a seven of spades, and he a king of hearts. He smirked. "Ah-ha! The card master is victorious once again!"

"Alright, alright, ask your question," said Clem.

He tapped the rim of her hat lightly. "Where'd you get this?"

Clem reached up and softly touched the worn fabric on her hat, softly smiling. "My dad. He gave it to me before they left for Savannah. I've had it since… since the world went to shit."

"I can tell," said Louis. "It's pretty beat."

"Yeah, it's been through one or two disasters." Clem pulled it off her head and looked at the peeling D. She carefully pulled at it to see if more would come up. It did.

"Here," Louis reached over and shuffled around in one of his nightstand drawers. "C'mon… Ah-ha!" He held out a small tube of superglue. "See if that'll help."

"Thank you." Clem gratefully grabbed the tube. It was old and crusty, but she managed to get some product on onto the material and push the D patch down.

"I take it you two were close?" he asked.

"Yeah. You could argue that I was totally a daddy's girl." She glanced up at Louis, who was watching her fingers work with a small smile.

"That's…" Louis grabbed her free hand, entwining their fingers together, "…great. I'm happy you have good memories of them."

"Me, too."

"Still don't know what this means, though," he mumbled to himself, reaching over and running a finger over the D patch.

"Want me to tell you?"

"Nope," Louis grinned. "I like a little mystery to spice up a relationship." He winked.

Clem couldn't have stopped her eyes from rolling even if she tried. "You are such a dork."

"Me? No."

She playfully nudged him and flipped over her next card. He followed suit.

A queen of spades smiled at her while a two of hearts laughed at Louis.

"Looks like I'm taking your title as the 'card master,'" she smirked.

"We'll see about that," he grinned. "Still got plenty of cards left. Ask away."

Clem thought for a moment. She peered around his room before something popped into her head. She lifted up one of the many, many pillows laying around.

"Why are you such a pillow hog?"

"Pillow hog? What makes you think that?"

Clem gave him a deadpan stare then motioned around them.

"I don't see what you mean," he claimed with faux innocence. "If anything, I'm shorthanded."

"Right," she giggled. "Seriously, though, did you, like, go around to all the empty rooms and take them?"

"That is exactly what I did."

"Why?"

"Well," Louis drawled, "the original plan was to build the biggest, most badass pillow fort ever conceived by man."

"But?"

"But," he glanced away, sheepishly, "then when I was trying to put the top pillows up, I fell and about broke my nose. Marlon thought I was gonna die."

"Seriously?" Clem's eyes narrowed at him, studying his face. "Wait…" her eyes widened in realization, "is that how you lost that tooth?"

"No!" he quickly objected. "I told you: I was wrestling with a mama cougar when I lost it!"

"Oh, really? Because, if I recall, you told AJ you lost it when you saved Aasim from 'certain death' while you guys were fishing."

"That shark came out of nowhere, I swear." Louis shook his head, tsking. "You'd think Aasim would be much more appreciative of me after that."

That earned him a smack in the chest with a soft pillow. "Louis!" she giggled.

"What?"

"I'm trying to be serious here!"

"Hey, I'm super serious, like, all the time!"

"Now you're just lying!"

Louis snatched the pillow from her, wrapping his arms around it and tucking it under his chin. After the giggles subsided, he let out a long, exaggerated sigh.

"Fine," he said. "Truthfully?"

She looked at him expectantly.

"…I totally fell off the chair and smacked my face on the desk." He ran his finger from his mouth and through the air, whistling. "There it went."

She cringed. "Ouch."

"Yeah," he gave a full toothy smile. "But, it's fine. I didn't need that tooth, anyway."

Clem's heart fluttered a bit. "Well, if it makes you feel better, your smile's even cuter without it."

He tensed up a bit before a nervous laugh rumbled in his chest. "Again with the cute thing."

"Don't act like you don't love it," she teased.

He reached over with a wink and a grin and flipped his next card. An ace of spades. Clem lost with her five of hearts.

"So, you don't have to answer this, but…" Louis hesitated. He reached over and intertwined their fingers again. "…could you tell me something about Lee?"

A surprised jolt ran through her stomach. While thinking about Lee still hurt every damn day, she couldn't deny that she wanted to talk about him, about how kind he was, how he saved her life in more ways than she could ever count. She told AJ stories about Lee sometimes before bed when he needed some coaxing to sleep.

After everything he did for her, the least she could do is pass on his memory to anyone willing to listen.

"You don't-"

"No, it's okay," said Clem. "Was there something you wanted to know?"

Louis smiled and replied, "What's your favorite memory of him?"

Her favorite memory.

Many images floated through her mind.

The first night they spent together in that barn, or when he cut her hair on the train. Every time he came over to watch her color. When they worked together to move a desk and she got a cut on her finger that he patched up. When he tried to tell her the truth about what he did but never outright said it.

Then, it dawned on her.

"While we were staying at the motor-in, these two guys came wanting to trade food for gas. We made a deal with them and they brought us to their farm, and there they had this broken swing," Clem started. "Lee walked all over the place looking for things to fix it. When he did, he pushed me on it. It was before we knew what those people were like, and the farm looked like it was untouched by the walkers. I remember how green and beautiful it was there." Clem sadly smiled. "It felt like the world wasn't a shithole for those few minutes. It was just me, Lee and the swing."

Louis didn't say anything. He just squeezed her hand.

Clem laughed suddenly. Louis raised a brow, waiting for her elaborate.

"They had a cow in the barn. I forget her name, but I got to pet her, and then I found this…thing." Clem shook her head.

"A thing?"

"A saltlick."

"And a saltlick is a thing that…?"

"I don't really know. I just know that it tasted gross."

His eyes grew wide, astonished. "Did… did you just go around licking weird things laying around?"

"No," Clem protested with a grin.

"Oh my god," Louis laughed. "That's adorable."

"Shut up," she elbowed him.

"What did Lee say?" she asked.

"He laughed at me."

Together they chuckled, fingered laced together. Clem ran her thumb over a scar that kissed his knuckle, the smile stuck on her face. She shifted until her temple rested comfortably against his shoulder.

"You really loved him," murmured Louis.

"I did. I still do."

"Was he…" Louis pondered on his thoughts, carefully forming them into the sentence he wanted to express. "Did you consider him like a dad? Or, was he just 'Lee?'"

That was something she hadn't thought about in a long time. Maybe, at the time, when Lee was still alive, she considered him as just a caretaker. After all, she'd been so worried about finding her parents, her real father, that she didn't even hesitate to leave him when she thought she finally had a chance at finding them.

Her naivety got him killed, and she had to live with that.

"He was somehow both," she finally said. "He was Lee, but he also looked after me like any good dad would. He never had any kids of his own, and I… I hope that, in the end, he did consider me like a daughter."

She felt his warm lips press against her temple. "Where ever he is, I know he's proud of you."

She leaned into his touch. "I hope so."

The cards were forgotten as they sat there.

"I miss him."

He brought their hands to his mouth where he pressed a kiss against the back of her hand. "I know," he murmured.

She took a second to admire him up close. His brows furrowed in thought, his eyes, dark and unfocused. Her eyes counted over the dozens of tiny freckles scattered across his nose and fell down to his full lips.

She slipped her hand from his and used her finger to tilt his chin towards her. Their mouths met, quick and chaste. Again, and again, small, comforting kisses until Clem's held him still with her hand on the back of his neck. Warmth spread over her cheeks and a tiny tremble wracked her bones. A groan built up in her throat.

When she pulled back, she glanced over his dilated pupils and flushed skin. He blinked slowly, and then a grin spread itself over his face, ear to ear. A chuckle bubbled in his throat as he buried his face into her shoulder.

"Seriously?" she sighed, unable to contain her own smile.

"Sorry," he laughed.

God, how could he be so damn cute?

She thought about commenting on this but decided not to. Instead, when he sat back to face her, she moved in, wrapping her arms around his torso and resting her ear against his chest. They both got comfortable, laying back and staring up at the ceiling.

"I'm happy that you trust me," he beamed. "You know, to tell me about Lee. I know it's not the easiest topic for you, but… you get this pretty look every time we talk about him. Well, about the good stuff, anyway." He kissed her again. "It's nice seeing you like this."

"It feels good to talk about him again."

"Wish I could've met him," said Louis.

"Me, too," Clem sighed. Her eyes fluttered shut for a moment as his hand lazily ran up and down her back. She listened to his heartbeat thud against her ear and enjoyed the comfort his company always brought. It was strange how he always seemed to put her at ease, how she relaxed in his embrace. She marveled in the feeling. After all, to repeat Louis' own words, all they really had was this moment. She didn't know if they'd ever get another moment like this to themselves.

And, as she thought about Lee, something occurred to her. She toyed with one of the buttons of his jacket as she asked, "What about you?"

"Hm?"

"Your parents. What were they like?" she asked softly.

She felt his hand still.

"My parents and I…" he started slowly, "we didn't get along."

She cocked her head to look up at him.

"What do you mean?"

"I mean…" he shrugged, "we didn't get along."

"Okay…" That didn't clear anything up. "Like, how? Is it because you wouldn't eat your mother's cantaloupe?" she tried to joke.

He didn't laugh, nor did he smile.

He didn't meet her eye.

"I was a 'troubled youth,'" he said. "Hence why I'm here."

She… didn't like the way he said that.

"Did you blow shit up, too? Like Mitch?" she tried joking again.

He shook his head. "No. Just got in trouble a lot."

Clem chewed on her bottom lip, then said, "That doesn't seem like any reason to send your child to a boarding school."

"Oh, well, they didn't send me here," he clarified. "My aunt did."

Clem's brows knitted in confusion. "Your aunt?"

"Yeah. I lived with her before I came here. She traveled a lot for work and didn't want to drag me across the country."

"Why did you move in with your aunt?"

Louis picked at a loose string on her sleeve. "Like I said, I didn't get along with my parents."

Clem shifted around until she was propped up on her elbows and partially hovering over him. When he didn't look at her, she gently tapped his chin. "Hey," she murmured.

He finally glanced at her.

"You okay?"

"Yeah," his nonchalant voice was unconvincing.

"Did I say something wrong?"

"No, Clem-" he shook his head, taking a deep breath. "It's fine." The smile he forced wasn't true. "It's not you, I swear. It's not a big deal."

"Really? Because you're acting weird all of a sudden."

"I'm a weirdo. You said so yourself, remember?"

"No," she frowned. "This is different." She paused to mull over her words carefully. "If it hurts too much to talk about, you don't have to tell me anything. Just know that I'm here for you."

Uncertainty settled along his features. He started tapping the side of his boot against the bed frame.

"It's not a fun story," he warned her.

"I can handle it if you can."

He sat up, bringing her with him, and readjusted his coat. Worry tugged at her heart when he scooted away from her.

He let out a heavy sigh. "Right, well," Louis became twitchy, nervous, "it was just me and my parents, and they were pretty strict. Well, my dad was pretty strict." He watched her carefully, gauging her reactions. "We were well off, I guess. Dad had a good job, mom stayed at home, and I went to school and did sports in the summer. It was pretty good, I guess."

"So, then… why did you move in with your aunt if things were good?" she asked again. She didn't mean to pry, but there was just something lingering in his eyes that had morbidly peaked her curiosity.

He didn't respond right away. He avoided her eyes, seemingly more focused on picking at his cuticles. "My dad, he…" he mumbled slowly, "…he'd rough me up sometimes."

Clem blinked up at him, slowly registering the words. "What?"

"Y'know, I'd knock something over or they'd get a call from the school, whatever, and he'd… " his voice lowered to a whisper, "he'd come home and… show me that what I did was bad."

Something awful twisted in her gut.

"Like… he'd yell at you?"

"…Yeah…" he hesitated. "…and then," his eyes fluttered shut, "when he was really mad, he'd smack me around."

"What-"

"It's fine, though," he quickly interrupted. "I mean, it was only that bad a couple times. And it's not like I didn't deserve it." He forced a laugh. "I did a lot of dumb shit as a kid."

Her mouth fell agape as she stared at him. She could see panic starting to surface from his eyes.

"It wasn't that bad," he tried to assure her, practically slapping his hand on her knee. "Really, I barely remember any of it, anyway. Besides, it's not like he can hit me anymore! Y'know, with the whole world going to shit and him probably being dead. So, it's not like he's gonna come barging in here with a belt or anything! It's fine! Nothing to worry about."

Before she could speak, he hopped over her and stumbled to his feet. He kept his back to her as he exclaimed, "You know what sounds super great right now? Water. I'm gonna go grab-"

"Louis-" she reached out and caught his sleeve.

"-a bottle, then we can go join-"

"Louis." Her tone stopped him in his tracks, but he still refused to meet her eye. Her grip on his sleeve loosened as she scooted closer, sitting at the edge of his bed with her fingers laced with his. She felt him tremble violently. "Don't leave," she murmured.

He didn't pull from her. Instead, his hand gripped hers firmly, though he still refused to look at her.

She searched deep within herself to find the right thing to say, something that would make him feel better, even though she had a feeling that nothing could ever make memories like those completely fade.

"I'm sorry," she spoke tenderly. "You know that you didn't deserve that, right?"

"…Yeah."

Clem kissed his hand. "Louis, you're amazing," she mumbled against his skin. "More than amazing, and I'm sorry that your parents couldn't see that. You don't have to pretend that it's okay. It's not your fault."

She watched his trembling shoulders slump and his head fall.

"…Y-yeah."

She stood from the bed and gently pulled him around to face her.

No tears had spilled over, but they remained glossy in his dark eyes. His chin quivered, lips pressed into a firm line. She brushed one of his dreads out of his face and pressed a delicate kiss to his jaw.

"You're safe," she whispered.

She felt the wetness drip down his cheeks.

Sneaking her arms around his neck, she held him close, letting him sob into her shoulder. He squeezed her, holding on for dear life. She felt him break apart in her embrace, small and vulnerable.

So, she held him, mumbled sweet things to him and rubbed his back until all those tears finally dried up. And, even then, she still held him.

"You're safe," she whispered once more.