"Do you think they're gone now?"

Taking a look through the eyehole on the door, Lee's answer was a definite no. There were two of the walkers clawing at the door; their rotten limbs banging on the wooden frame. He couldn't see past them, but he was pretty sure there were more of the creatures just roaming around in the parking lot. Lee just hoped that Carley made it out okay.

There really wasn't any way that they could get inside, but Lee decided to brace the door anyway – just in case. Together, he and Clementine moved a table set in front of the door, with the girl making sure that she didn't cut her finger open again. There were no first aid kits around here this time.

"Damn it…" Lee remembered, cursing his misfortune. "We left most of the medicine and guns on the RV."

"What are we gonna do?" Clementine asked, sitting on the edge of the bed as Lee paced back and forth.

"I guess we wait it out. But if that doesn't work…"

No, Lee didn't want it to come to that. Clementine had already had numerous close calls with walkers, and he didn't want her to have any more if he could help it. As long as they stuck together, they'd be safe. Right?

They sat in that motel room for what seemed like hours, just mindlessly staring up at the ceiling or getting some rest. Lee occasionally looked over at Clementine and smiled sadly. He knew this was hard on her – not knowing what happened to everyone else. Sometimes he forgot just how young the kid was. But that wasn't what really bugged Lee.

How was he supposed to explain to her that they couldn't go looking for her parents now? There was no way of getting to Savannah on foot – that would take days, and even if they knew which way to go there would always be the risk of getting caught. If only Kenny hadn't taken that damn RV…

Standing up, Lee decided to go check if their walker companions were still waiting outside. Squinting through the eyehole again, Lee was relieved to see that there were none, though he'd still need to check if there were any behind the wall.

"Clem, wake up sweet pea," he nudged the girl on the shoulder, and she groggily opened her eyes.

"Is it dinner time already?" she asked sleepily, and Lee chuckled, shaking his head.

"No bud, but we might be able to make a break for it. We need to be careful though," he led her to the door, moving the table out of the way and slowly undoing the lock. "You ready?"

"Mhmm."

Lee slowly opened the door, holding his pistol in front of him at all times. He scanned the corridor and made sure that there weren't any undead creeping about. Once he saw that the area was clear, he motioned for Clementine to follow him down the stairs, going very slowly as to not draw any unwanted attention. A few of the steps creaked underneath their combined weight, and Lee grimaced, but thankfully nothing came.

"Hopefully Lily still had some stuff in her room," Lee muttered, opening the door to her quarters and searching underneath the bed. Luckily for them she still had some supplies – a small box of antibiotics, some Band-Aids, some leftover rations and a couple of water bottles.

"Here!" Clementine unzipped her backpack and began to place the items inside, but frowning as she checked through the rest of the contents.

"What's the matter, Clem?"

"I can't find my chalk drawings! I made one of everybody at the camp, but now they're all gone!" she said, disappointed as she had wanted to give Lee one of the drawings after she had finished.

Lee rubbed her head affectionately and told her to follow, walking out of the room and back out to the parking lot. "It'll give you something to do once we find a safe area. You can draw as much as you'd like!"

"Not now that everyone's gone though…" she mumbled, causing Lee's insides to tighten a little bit. God, he just hoped they were alright. The two of them marched over to the fence and looked behind them one last time to make sure nobody remained.

"This way," Lee instructed, lifting Clementine up and over a shorter area of the fence and following after she was safely on the ground.

They had the cover of darkness on their side, but in a way that just made everything seem even creepier. A rustle in the trees would cause them to flinch, and a body on the ground would cause them to reel back in terror. The light of the moon was their only companion, guiding them along a path that they didn't know. They never stopped moving, never stopped running… only resting if they knew that the area was safe enough.

After about a week's worth of being on the move, Clem and Lee finally came upon a beige cabin-like building that seemed to be abandoned. It had a front porch that wrapped around two sides of the house, with a rocking chair and some overgrown plants adorning the garden. Two of the windows were smashed to pieces, and part of the front lawn had been singed away, but so far the place seemed pretty secure. The two of them crept silently up the narrow pathway to the front door and looked inside one of the windows. Empty – except for some old furniture and a few books scattered around.

"Doubt we're gonna find any food in here," Lee mused, scratching his chin in disappointment.

"Yeah, but we'd be safe here, wouldn't we?"

"Let's check the place out before drawing any conclusions, okay?"

As slowly and silently as he could, Lee opened the door (which luckily wasn't locked) and walked inside, Clementine right behind him. They checked every hallway, room and closet they could find, and not a single trace of a person or walker could be found. Why was this place so abandoned?

"Maybe the owners went to the city when all this started happening," Lee guessed, taking a seat on the couch across from Clementine. Truthfully, he was glad that she had suggested seeking shelter here, because he was flat out exhausted. He would've passed out right there if it wasn't for the apocalypse.

"Do you think we can go look for my parents soon?" Clementine asked, putting her hands in her lap and dangling her legs off the chair. "They should still be in Savannah."

"I know, Clem, but…" Lee stopped halfway through his sentence at Clementine's downcast expression. He knew this was really eating him up inside, but what else could he do? He prided himself over telling it how it was with this girl, and though he wasn't completely honest about what he thought happened to her parents, he needed to keep hope and morale alive.

"How about we talk about getting there when we have a plan – just when we're absolutely sure about what we're doing. Sound fair to you?"

Perking up a little bit, Clem nodded her head and began to open her backpack. Curious, Lee watched as she pulled out a crayon drawing that she had obviously made.

"Can I see?" Lee asked, holding up the picture in direct sunlight to get a better look. As soon as he realized what it was, Lee grinned approvingly. In it was Clementine and himself sitting in a grassy meadow, with the sun shining on the horizon and a flock of birds up in the sky.

"This is awesome, sweet pea. When did you make it?"

"When we were at the Motor-Inn! I made one for Carley, Duck and Ben too, but I didn't get to give it to them…"

"Listen, sweetie," Lee began, wiping the beads of sweat off of his forehead as he sat up straight, "I know you're worried about them. Hell, I am too. But we can't let our emotions get the better of us – we can't focus on things we can't control. Does that make any sense?"

"Not really," she admitted, rubbing her arm lightly.

Lee took the girl's hand in his and looked her straight in the eye, grinning sadly. "We're gonna face some bad stuff out there, and we need to work together to survive. We're a team, remember? You and me."

Clementine nodded solemnly, trying hard to look as tough as she could – but Lee could tell she was frightened. And perhaps it was a good thing that she was afraid of them, as being too bold could get you killed out here. But there were still some things that he needed to teach her before something really bad happened.

"You need to know how to protect yourself…" he started, holding out his pistol in the palm of his hand.

Meanwhile…

"Fuckin' run! Don't stop, just keep moving!" Lilly yelled, turning around occasionally to shoot down a walker that got too close. But she knew that she was running out of ammo quickly, and it wouldn't take too long before they had to start using… unconventional weapons. Large, fallen tree branches, metal tools, that sort of thing. She just hoped they'd be able to escape their pursuers before they had to resort to hand-to-hand fighting.

Besides, knowing Ben, he'd just end up messing up entirely.

The college kid was terrified, but he couldn't let his fear paralyze him this time. It was a good thing that he'd taken up cross-country as well as band in school! He could keep up with the best of them.

Carley, on the other hand, wasn't doing so well. She had refused the rations that Lee had handed out the other day, so the only thing she had had to eat over the last few days were a couple of granola bars. Her energy was draining by the second, but like her companions, she couldn't stop moving. One falter could be the death of her, literally.

They needed to find some sort of shelter, and quickly. The walkers were gaining on the trio, and they didn't know how much fight they had left in them. Lilly didn't even know why she was still trying to survive – after all, the last person that she had cared about was bludgeoned in that meat locker, destroying two lives in the process. Honestly, she couldn't give two shits about what happened to Kenny at this point. Hell, a large part of her wished that the bastard got left on the side of the road and fed to the horde. But… she couldn't bring herself to judge the rest of his family. Katjaa never meant for any of this to happen, and Duck… well, how could anyone be angry with that kid? He was a free spirit, that was for certain.

Lilly wasn't too concerned about Lee and Clem, but Carley was terrified. She and him had gotten pretty close over the past couple of months, and though they never admitted any feelings to each other, she had been considering it that day. Carley knew that the little girl was in good hands, but still – it was just the two of them, out in the middle of god knows where! Hopefully, someday they'd all find each other again.

Until then, they needed to find some place to hide. Where better than an old restaurant in Macon?