As they ambushed into the small RV, they could hear the groans of the undead passing by. Lee was the last to get in, slamming the door shut behind him. The group was crammed inside, not much space anywhere. Lee stayed put, putting his finger before his lips signaling everyone to be quiet. Thankfully, they all listened and not a word was said until Lilly busted out with anger.

"What the hell is the meaning of this?!" Lilly ferociously exclaimed, and the group was surprised there was no steam that came out of her ears as she yelled.

"Those fucking gunshots probably attracted them. They musta' been nearby," Kenny said in a low whisper voice, closing the drapes on the windows so the walkers can't see the group inside. As Lee guarded the door with his body, moments later he heard the sound of a small, whimpering child. And he suddenly realized that the small child was Clementine. She was at the end of the RV in a chair, curled in a little ball, scared out of her poor mind. Lee fit himself through the crowd in the RV to get to the end where Clem was laying. He reached to pat her back as she sat up to look at him, almost tears in her eyes.

"I'm scared, Lee... Are we going to be okay?" Lee looked at her, full of sorrow. He wasn't sure what would happen, but he didn't want to scare Clementine anymore.

"It's alright Clem, we'll be fine. We just have to wait for them to pass then we can feel free to go back to normal, okay?" He said, having Clem lean on him for a feeling of protection. There was silence, waiting and listening, and after a couple of minutes there was no more noises coming from outside the RV.

The group was quiet, and no one spoke a word. After some time, Lee ended the silence.

"I'll check it out," Lee said, trying not to imagine what might have happened to the fence, or anything else. As he slowly opened the RV door and walked outside, he turned around the corner of the RV, peeking his head out. From what he could see, nothing was totally damaged. Just some fence parts had broken off, the walkers probably trying to get inside but unable to do so. It would be easy to fix, though.

"Its all clear," he said as the group huddled out of the small, crowded area, sighing of relief. Lilly walked over to the fence, examining it then looking both ways for sights of walkers. Thankfully, there was no such luck.

"They must have gone into the forest or something, I can't see them at all down the street," she said, while heading herself over to Ben. Lee overheard her telling him it's his turn to be on watch because she needs a break. She walked over to her bedroom and slammed her door shut. Ben nervously watched the forest for any sight of movement. Lee could hear Katjaa telling the story of The Three Little Pigs to Clementine and Duck, trying her hardest to calm them and Kenny checking out the inside of the mini-grey RV. He knew where everyone was except for one person. The only member Lee didn't spot was his beloved, Carley.

He looked around the Motor Inn, to see her bedroom door open just a crack. He walked up the stairs, heading to her room. He slowly pushed the door open, trying not to bother her. She was lying on her bed, staring at the cream-color, blank ceiling of the motel room.

"Hey," she called, not moving her eyes away from the ceiling. Lee had walked over to lie next to Carley. He was next to her on her bed, their bodies slightly touching with warmth.

Lee could tell Carley looked frustrated and didn't want anyone to bother her. She just wanted some alone time, but in a situation like this, it's hard to have some alone time. Lee knew the feeling. He has wanted a break from everything, the group, the walkers, just pretty much everything for a while now. This might be the only time he could get something like that. He looked up at the blank ceiling where she was looking.

"Whatcha' thinking about?" He asked, looking at Carley's emotionless face.

"Oh nothing, everything is just getting really rough to deal with," she said, biting her lip with frustration. She really didn't want to talk about anything, even to Lee.

"Sorry you feel that way Carley," Lee said, moving his body slightly upwards trying not to make it too obvious that he was moving.

"It's fine, I just wish things were back to normal, whe-" She was interrupted by Lee leaning over her, and she realized their lips were touching. It was a couple of seconds until they finally separated.

"If you wanted things back to normal, you would've never met me," he said, curving a smile and winking, still leaning over Carley. She smiled, pulling Lee down for another kiss with her hands around his neck. With signs of affection, Lee didn't resist the kiss. Lee would've guessed that made her feel better than before. He can't stand someone he loves and cares for deeply feel frustrated with themselves and feel depressed.

He leaned up from Carley's warm body, to lie next to her. They both cuddled up together on the full size bed. He laid his arm on her chest, and both of them drifted off to sleep, forgetting everything they worried about laying ahead of them.