Alyssa hugged herself tight as she watched Katjaa pick up Duck and walk into the forest with Kenny following her, she pressed her lips together but the tears still fell and she covered her mouth with her hand, shaking as she did.

Clementine looked confused at Alyssa's tears, "What's happening?" she asked quietly.

Lee knelt in front of her and sighed "Duck is dying, sweet pea, we can't help him now."

"I know" she whispered sadly, then she met his eyes "what are you doing?"

Lee couldn't lie to her and he looked up to Alyssa who nodded slowly before closing her eyes again and leaning against the train, "I'm putting him out of his misery," Lee told her "to make sure he doesn't come back as a walker."

"Oh."

"Yeah, look Clem, things will-"

A gunshot came from the forest and Lee jumped to his feet, "What the-?"

He heard Kenny shout out, and he felt worried, "Oh god, what's happened?" Alyssa cried out and took out her gun before running into the woods.

"Ben! Take Clementine into the train," Lee said quickly, getting out his own gun, fearing the worst, "go! It'll be fine."

He caught up to Alyssa quickly, who had hung back, her face full of fear of what she might see. "Keep close to me!" Lee said, continuing to run into the forest keeping an eye out for Kenny and Katjaa. His heart was thudding as he ran but came to a shuddering halt when he seen what had happened; Alyssa stopped beside him and gasped loudly.

Duck lay up against a tree, barely concious as his father leaned over his mother's corpse, a pool of blood coming from Katjaa's head as Lee realised what she had done.

"KAT! KAT!" Kenny shook her hard as if he could wake her up this way "KATJAA!"

"Oh god," Alyssa whispered and glanced at Lee with tears in her eyes.

"Why, Kat?" Kenny whispered, tears falling freely from his eyes as he tenderly cupped his wife's cheek "Honey, oh fuckin' God ..." he put his head against hers and cried out loud.

"Oh my god ..." Lee shut his eyes and shook his head, the image of Katjaa's dead gaze at her son not leaving his head.

"I ... I-" Kenny choked back on a sob and shakingly pushed Katjaa's eyeslids down so her eyes were closed, his hand lingering on her face before he looked to Duck, who was still breathing weirdly and barely had his eyes open.

Lee watched as Kenny picked up the gun and stood swaying slightly in front of his son, he and Alyssa stood on either side of him. "What do we do?" he asked sadly, looking down at his son.

Lee glanced at him and knew by looking at his face that Katjaa had been right; he couldn't do this. "Give me the gun, Ken" he said quietly "I'll do it."

Kenny's shoulders shook as he pushed the gun into Lee's hands and walked away, Alyssa gave Lee a sorrowful look before putting an arm around Kenny and closing her eyes, not wanting to witness what Lee had to do now.

Closing his eyes, Lee sighed and opened them again, raising the gun so it was pointed at Duck's head. "You were the best sidekick Duck," he whispered, as the boy continued to breathe heavily and his eyes swivelled to Lee, "you won't be in pain anymore, Robin."

He took a deep breath before pulling the trigger.

Lee closed the door quietly and glanced around at Clementine, who sat at the door watching the countryside whoosh by her as the train continued on it's way with her walkie-talkie beside her.

"You want to talk?" he asked softly, as he sat down beside her.

Her face was full of sadness and she shook her head, "Uh, uh."

"You uh, ... understand what happened?"

"Yes."

"Okay," he noticed her faraway look and gave her a worried look, "what you thinking about?"

"Clementine hung her head and looked wretchedly at her feet, "What Chuck said."

"What'd Chuck say?" Lee asked her slowly.

She took a deep breath and closed her eyes "That what happened to Duck, would happen to me."

"What?" Lee snapped angryily, "the fuck he did!"

"Swear" Clementine said dully, opening her eyes and looking at him.

"Sorry," Lee said quickly, but his anger didn't fade "I'm gonna go talk some sense into him."

"Don't be mad," Clementine whispered, glancing up at him "I'm not mad."

Lee got up and walked by the others as he made his way to the front of the train where Chuck was leaning against the railing, "Hey!" he said angryily.

"How you doin'."

Lee frowned at the older man, "I don't care what reasons you had for doing it, no reason to go and tell my girl she's gonna end up dead!" he snapped.

Chuck gave him a grave look "'Cause she is" and then he sighed when he seen Lee's frown deepen "I don't know much about you folks, but I can tell you, sure as the sun gon' come up tomorrow, that y'all keep goin' on like this and that girl ain't gonna make it."

"What do you know!"

"I know that you don't have a goddamn plan. We get to Savannah and then what?" Chuck asked raising an eyebrow.

"We find a boat," Lee said firmly "that's the plan."

Chuck gave him a look that told him straight away he didn't like his answer, "You think that's a new idea? You got even the foggiest idea 'bout where you're gonna find one of those?" he shook his head "look, sit down with the girl and hash it out. Find a map for Christ's sake - I'd give you one if I had it ... and if something were to happen to you-"

"It won't."

Chuck rolled his eyes "If it WERE, you gotta prepare the girl. Teach her to use a weapon and for criminy, cut that hair."

Lee thought about what he was saying, "She's a little girl" he finally said weakly "she shouldn't have to learn this stuff."

"She'll die a little girl if you treat her like one," Chuck said bluntly "you gotta consider her a living person. That's it. You're either living or you're not. You ain't little, you ain't a girl, you ain't a boy, you ain't strong or smart. You're alive" he stopped and then added "look at her hair, you got her running around with a mop that's gonna act like velcro to any hands swingin' it's way. Find some scissors in my pack and take care of that hair before a walker does it for you and then show her how to use a gun because like it or not, that's what saves your life from here on out."

"I hear you," Lee said quietly looking down, his anger fading.

Chuck looked at him sadly "I don't mean to tell you how to do your job, but too many people have died already ... and seein' another little girl die might just do me in."

"Thanks for tha advice, Chuck."

"It's something," then seeing that Lee didn't move, he narrowed his eyes "what's on your mind?"

"I shot the kid, you know" Lee said hollowly "just shot him in the head."

"I suppose someone had to" Chuck said quietly, "you did the right thing."

"What a mess," Lee sighed.

"You said it."

"I found this in your pack when I was looking for more water, if you want it" Lee said, handing the whiskey bottle over to Chuck.

Chuck grinned and accepted it off of Lee, "Damn, didn't realize I had it left. Thank ya" he looked at Lee and shook the bottle, "want a nip?"

After the morning that Lee had had, a drink of whiskey sounded incredibly tempting, "Sure, thank you" he said nodding to Chuck before sipping some of the whiskey, it burned his throat and he coughed "oof."

"No known for it's finish," Chuck admitted taking a swig himself "anybody in there want to share a drink, you let 'em know."

"Will do."

He walked into the drivers cabin and seen Kenny looking grief stricken at the wheel, "Hey man," he said sadly, "Chuck wants to know if you could use a drink?"

Kenny thought for a moment before nodding "He's got some?" Lee nodded and he got up and went outside to find Chuck. Lee stayed at the wheel and watched as Chuck gave Kenny the bottle without saying anything and sighed; today had been a crappy day.

He glanced up and seen a map from one of the holders and picked it up, glancing over it he seen it was a detailed map of Savannah, just what he needed for showing Clementine where they were going. Just as he pocketed it, Kenny came back in and nodded at him, before sitting down, "You and me ... fuck it. Let's just get to the ocean" Kenny said softly, looking back out of the window.

"Sounds like a plan to me," Lee sighed.

Alyssa sighed as she stood up straight, it had been a crappy day but before she headed into the boxcar, she noticed Ben looking even more nervous than usual, "Hey Ben?" she asked, walking up to him, "are you okay?"

He sighed and then leaned against his arm again, "It was me" he whispered.

"What?"

He looked up at her sadly "I was the one giving the bandits supplies."

Alyssa felt her heart thud against her chest hard, "What?" she repeated a little more angrier. When Ben remained quiet, she stepped around and stood close to him.

"It's all my fault," he said to her.

Alyssa shook her head and she sighed sadly "Jesus, Ben ..." she whispered.

"I know, they said they had my friend, that he was with them-"

"Just stop!" Alyssa interrupted him, running a hand through her hair thinking; if Kenny or Lee found out they would probably want to kick Ben off the train, especially Kenny, "Fuck, can we even trust you?"

"Yes," Ben gave her a pleading look, "I'm sorry."

"Why'd you have to go and tell me this?" Alyssa snapped "why?"

"I just-"

"No. Just ... don't tell anybody. You can't take any of it back so, don't okay?" she said trying to calm herself "you'll just make it worse."

"Okay," when Alyssa didn't move he looked hopeful, "you still wanna talk to me?"

Alyssa sighed, if Ben knew what would have happened before he made the deal, he wouldn't of done it, "Yeah, I do, you were only trying to help" she gave him a weak smile "let's just drop it for now, okay?"

"I was .. uh, thinking about talking to Kenny?" he seen Alyssa's expression and shook his head "I guess not."

"Ben, I'm deadly serious about you keeping your mistakes to yourself," Alyssa said, lowering her voice as Lee walked back into the boxcar, "Kenny is in a bad place right now, and does NOT need this, we need to keep him focused on a boat or who knows what he'll do."

"I know .."

"You get why, right?"

"I guess."

"You better."

Lee looked in Chuck's bag and saw a pair of scissors and picked them up, he glanced at Clementine who was still looking at the scenery and he sighed; she wasn't going to like this.

"Hey Clem," he smiled.

"Did you talk to him?" she asked glancing around, "you didn't get mad did you?"

"I did talk to him, but I didn't get mad. He ... uh, explained himself and made some good points," she frowned confused at him "look, we're not going to let anything bad happen to you. But there are some precautions we have to take."

"Okay, yeah" she said completely trusting of him, "that makes sense."

"Don't worry about it sweet heart," Lee said, patting her hat.

She smiled and nodded at him, "What should we do?"

"Well, we're going to figure out a plan for when we get to Savannah, teach you how to protect yourself and .. uh ... tidy you up a little so you can't get grabbed so easily."

Clementine thought about it before she nodded "I'd like that."

Lee nodded back and stood up, "You need to know how to protect yourself," he said firmly.

"Like hiding or running away?" Clementine asked as she stood up also, "got it."

"I mean with one of these," Lee said bringing out his gun, Clementine gave it a wary look and he smiled at her, "first, don't be afraid of it. It's just a thing. Take it" he held it out and she nervously took it out of his hands "but know where your finger is all the time. And don't put it on the trigger unless you want to hurt somebody."

Clementine nodded, taking in everything Lee had said, "Okay, okay," she muttered.

"See, it's not scary."

"It's heavy!"

"You'll get stronger," Lee told her, he kneeled down and pointed to the top of the gun "to aim, you look right down the top, through that notch" Clementine turned around and Lee helped her stand correctly "line up the site at the end with your target."

Clementine looked around at him, "Is there anything else I should know?"

"Squeeze the trigger, steadily, okay?" he told her "don't give it a quick yank or pull."

"Steady, I can do that" Clementine said determinedly.

Lee nodded at her proudly, "Everytime, it'll be tough but just remember to do that and you'll hit what you're aiming at."

"Okay, I'm ready" she smiled.

Lee walked over and picked up an empty bottle and placed it on the box, "Okay, let's do some target shooting, pretend there walkers" he smiled at the young girl, who nodded at him.

Alyssa walked into the boxcar still thrown at what Ben had told her, and seen Lee sitting behind Clementine with a pair of scissors in his hand, "What's going on here?" she asked, smiling a little, "Lee's secretly a hairdresser?"

"Alyssa!" Clementine looked worried, "does it look dumb? I need to cut my hair."

"No, no, he's doing a good job," Alyssa said quickly, it was true, at least she didn't have any bald patches, "so why does she need her hair cut?"

"So no walkers can grab her quite so easily," Lee said.

Alyssa smiled "Ahh, been talking to Chuck have you?" she asked "he told me to tie my hair back into a bun, or cut it."

"Want me to cut yours too?"

"I'll trim a bit off mabye but I'm not going really short," Alyssa said, she shrugged at Lee's look, "I've always loved my long hair, it's the one thing I have now, can't do my nails, make-up or anything. It's the one thing that I can still style and feel pretty with, so call me vain, but I'll keep it tied up."

Lee felt sad, Alyssa never complained about the lack of stuff, even about the loss of electricity and showers, even when Mark died she kept her problems to herself and became a little withdrawn into herself so if keeping her hair long kept her sane, then he would allow her to have it.

"I'm going to look like a boy," Clementine muttered depressingly.

"Shush, now," Lee said, continuing to shorten her hair "you won't."

There was silence and Alyssa sat next to Clementine and held her hand while Lee cut her hair, "So you did kill someone before."

Alyssa and Lee shared a worried look at Clementine's comment and Lee sighed, "Yep, I did."

"I'm glad you finally told me" she said softly.

"Me too."

"You've killed lot's of things now, so has Alyssa and Kenny, it doesn't even matter."

"No, Clem," Lee shook his head "it's different."

"But you do it now to protect yourself," Clementine pointed out, "and me and Alyssa."

"I was sent to jail."

"Did people ever go to jail when they shouldn't?" Clementine asked.

Alyssa snorted "All the time, Clem, all the time."

Lee chuckled lightly and nodded "Okay, I think I'm about done. I can probably tie these pieces back with something."

Clementine reached into her pocket and brought out hair ties, "Here, I have some hair thingies."

"You do?" Alyssa asked, "where did you get them?"

"Uh, yeah. Lilly gave them to me for sleeping."

Lee took them off of her and tied back the last strands of hair into two bobs, "There, all set" he told her. Clementine felt her hair and then her head drooped.

"Does it look dumb?" she asked sadly.

"You suit your hair like that," Alyssa said patting her head "I like it."

"Ha, no, it doesn't look dumb sweet pea," Lee smiled handing her her cap "you look cute and a lot harder to grab."

He sat down on the floor and waved both girls over, "I want to talk about Savannah," he said to them seriously.

"Me too!" Clementine said and Alyssa knew she wanted to look for her parents. She wondered if her mother would be there also, her aunt and uncle stayed in Savannah and when her mum left she was flat broke, her father always said she'd come crawling back but she never did. Not that she wanted her too, she abandoned her.

"And what we're going to do when we get there," Lee said, bringing out the map and laying it on the ground "we don't know what to expect - the city could be bad or totally under control."

"I hope it's the latter," Alyssa murmured "I'm tired of fighting."

"The thing is, the three of us, we're a team, you know?" Lee said smiling at both of them, which they weakly returned "and a team needs a plan. Aside from everyone else, when this train stops, us three should know exactly what we're doing."

Clementine nodded, "A plan, I like it."

"We need to help find a boat," Alyssa pointed out, "it's our best bet at safety, walkers can't swim and we have a professional fisherman with us."

"Good point," Lee nodded "we can make our way to the docks and see what there is."

"Okay, but we'll be IN Savannah and my parents were in Savannah" Clementine told them urgently.

"I know, look-"

"No, I don't care about safety" Clementine said shaking her head "I care about finding them!"

Lee knew she was a flight risk, especially if he took his eyes off of her for one second, he had to be honest with her-

"They're dead Clementine," Alyssa said quietly, "you're Dad got bit and they were in the middle of a riot, I heard it on the phone message."

"They're not dead!" she snapped at Alyssa "do you want them to be?" and she began to cry.

Lee looked at Alyssa and gave her a sad smile and she nodded back, "We're following through with the boat Clementine," he said firmly "but we'll look for your parents first" when she didn't move he sighed "come here, hon."

Alyssa watched as he comforted her while she cried and felt bad for what she had said but she didn't want Clem full of false hope that her parents were still alive, Lee had told her about the message and she knew there was no chance in hell that they were still alive unless there were no walkers at all in Savannah.

"I'm sorry Clem," Alyssa said, rubbing her shoulder "don't cry."

"If ... we don't find them, then lets get on the boat. If we do, they can come with us" she said, tears still clinging to her eyelashes.

"Okay," Lee said sadly "that's the plan" he glanced down at the map and pointed to it, "looks like we'll come right through town if there's nothing on the tracks to hold us up."

"Best place to look for a boat would be here then," Alyssa said, pointing at the map as well, "and from there, we've got all of Savannah to the southwest of us."

"Now, we've got a good chunk of Savannah here. What do you think?" Lee asked Clementine, who peered at the map.

"They always stay in the same place when they go there" Clem said, frowning as she thought hard, "it's .. uh ... hmmm."

"Hey, don't worry kiddo, we'll figure it out" Alyssa said, squinting at the map, "what does it start with?"

"It's called the M..M something" Clementine said finally "... Mar..."

Alyssa and Lee read along the hotels beginning with 'm' and saw one, "Is this it?" Lee asked "the Marsh House?"

"Yes!" Clementine said excitedly "that's it!"

"So we'll head there, before the docks?" Alyssa asked Lee, he could tell from her tone she didn't like this idea.

"Yes!" Clementine said happily.

Lee smiled at Clementine "You think we have a good plan?"

"I think it's very good," she said wiping her eyes and smiling at him, she picked up her walkie-talkie and glanced at Lee, "can I tell my parents? You know ..."

"Clem, come on," Alyssa said suddenly sounding angry, "that's not a good idea."

"You can't tell me what to do," the little girl said quietly to Alyssa.

"Clementine!" Alyssa narrowed her eyes at her.

"I don't want to talk about it anymore," she replied, not looking at Alyssa.

Lee glanced at Alyssa who mouther, 'Later' at him and he nodded, "I guess we should see how far-"

"OH SHIT! HOLD ON EVERYBODY!" Kenny shouted from the front, and Lee grabbed the girls tightly as the train suddenly screeched to a halt.