A/N: So, in the short time it's been posted, this story got a few views. Not as many as What I've Done did, which I don't think any of my stories will live up to that one, but this one did decent enough, considering this is literally the first Ben 10 crossover with the Walking Dead video game. Not the show, which has two, just the game. This means it's the first to have Lee, rather than Rick. Anyway, I'm going to move onto Chapter 2, and put a little bit more effort into this since I just finished the Volume 1 chunk of the Friday the 13th/RWBY crossover. I'm going to finish Episode 2, Starved for Help, and make a few chapters of Lee and the group adjusting to the Omnitrix. After that, I will do the Vilgax arc.

Now, on with the story.

Lee sighed as he fiddled with the strange device on his wrist once more. He had just timed out of the four armed form, so brilliantly named 'Four-Arms' by Duck. Clementine had named his first form 'Heatblast' on account of it's ability to control fire and lava. He had used Four-Arms to clear out some nearby walkers and was able to reinforce most of the barricade with unused cars. He was trying to figure out how to bypass the recharge, so that way he could use it immediately if it times out in a bad situation. So far though, he wasn't having any luck.

"Any luck with that thing?" The voice of Carley captured his attention, and he looked up to the woman.

"I wish. It looks like it has some sort of recharge mode to it, and I can't use it till it's fully charged." Lee explained to the woman. Carly narrowed her eyes in confusion as she took a seat next to Lee.

"How to you know when it's recharged?" Carley asked. Lee showed Carley the still-red hourglass face.

"Whenever it's red like this, it's recharging. Whenever it turns green. I can use it."

"Well that sucks. But at least we know of two useful forms." Carley remarked.

"Yeah, but it's gonna be bad if it times out at a bad time." Lee said. "I still need to know how to get myself out of trouble in my human form." He reafirmed. Carly nodded.

"Good idea." Carly agreed. Both of their attention was grabbed when Lilly called out.

"Hey Lee!" Lilly didn't look happy, if the glare on her face was anything to go by. She stomped up to Lee, who stood up upon hearing his name. He could see that she had something in her hand.

"You know what? If you think I'm doing such a shitty job, then you give it a try!" She said, slamming some food into Lee's surprised arms. "That's all of today's rations. You get to decide who gets food today!"

Lee balked at her words. Carly was too stunned to say anything.

"Lilly-"

"No! You get to be the fucking Nazi for once!" And with that, the blonde marched off. Lee looked around, and noticed everyone was looking at him. When they went back to work, Lee sighed and looked down at the food.

"That fucking bitch. You pretty much do everything for this group already." Carly remarked with disdain. "If she doesn't want to be seen as the bad guy, maybe she should stop acting like one."

"Clementine and Duck are already two pieces. That leaves two people." Lee looked absolutely lost. This was something this watch couldn't help him with, picking who eats and who doesn't.

"Y'know what, my aim gets better as I get hungrier. I don't need any food right now." It may have sounded like a guilt trip, but Lee had 3 months to get to know Carly, he knew she was being serious.

"I don't-"

"Please Lee. Make sure someone who really needs food gets some." Carly said, before walking off. Lee sighed before standing up, and walking over to Clementine, who was drawing on the concrete with Duck.

"Hey Clem." He said, catching her attention as he crouched down and pulled out the food. "Take your pick."

At seeing the apple, Clementine's face noticeably brightened. "An apple!" She said in excitement as she swiped the apple from Lee. "I love apples! Are there more?"

Lee wished he could've said yes, but he couldn't. "No. Sorry."

Clementine's face fell. "Oh... uh..."

Lee smiled. "Eat it. You deserve it." Lee stood up as Clementine began munching on the apple, and walked over to Duck, who stood up with the usual excitement on his face.

"Hey Lee! Are you using the watch again?" Duck asked. His excitement never failed. Lee chuckled and shook his head.

"No, not yet." When Duck look disappointed, Lee pulled out the food. "Got something else instead." He pulled out the food that was left. "Pick something."

"Aw yes! Food!" Duck said in excitement as he took the jerky. "Thanks Lee!" Lee stood up and looked at the food that was left. Not much. He decided to talk to Kenny before he decided who else got any food. He approached Kenny, who was sitting on the couch beside the RV.

"Words getting out that you want to leave the motor inn." Lee remarked as he stopped in front of the Florida man.

"That ain't no secret, Lee. Leaving's probably our best bet." Kenny stated. He stood up and looked at Lee. "Look, you've been good to me and my family. You saved Duck from those monsters, and ya stood up to Larry at the drugstore. I won't forget that. You and Clem are welcome to come with us." He took a glance at Lee's newest accessory. "Weird space watch or not."

Lee couldn't help but smile. Kenny had his moments, some of them admittedly racist, but everybody had at least one of those moments, whether they admitted it or not. And the southern man had always been there for Lee in the three months that they've known each other. And his and Katjaa's help with Clementine was a god given miracle. "Thanks Kenny. We may join you." With that, he pulled out one of the cheese and cracker packs Lilly had given him. "Here, Lilly's having me pass out rations today. I've already fed the kids, and I figured you could use something too."

Kenny smiled at Lee. "Thanks man. Glad to know your still looking out for the kids."

"It takes a real man to do it." was Lee's response.

Kenny laughed at that. "That it does."

Lee looked down at the watch. "You know, maybe we'll be able to find some more food with this thing. It'll definitely make clearing through the walkers a breeze."

Kenny nodded, before looking at the watch. "You care if I take a look at that watch real quick? I wanna see if I can figure out how to get off." Lee raised an eyebrow.

"Any particular reason why?"

"If that thing is the god given miracle it's seems to be, it might be better if we didn't have to rely on a single person to use it." Kenny reasoned. "Takes the pressure off, you know?" Lee nodded. It made sense. If one person was relied on by a group of people, that would put immense pressure on them, and could lead to them making mistakes. Although, there was another problem...

"Yeah, that's true. But we'd also have to limit the people who get to use it." Lee stated.

Kenny nodded. "Got anybody in mind?" Lee looked around before leaning in. Kenny caught his drift, and leaned in too. They didn't need Larry or Lilly hearing this.

"Lilly and Larry. Lilly would try and use a form on here to help her dad, and knowing Larry, his first use of the thing would be killing me or throwing me out." Lee knew this for a fact, considering Larry left Lee to die at the pharmacy in Macon, and threatened him when they got to the motor inn. As for Lilly, anybody with a brain could see her father came first, anyone else second, no matter what.

"I can't argue with that." Kenny agreed, and both stood up. Lee held his wrist out to Kenny.

"Here, give it a try." Lee said. Kenny studied the watch closely. He may have been a commercial fisherman, but he was a mechanic at heart. Lee knew for sure that if anyone could get this watch off, it would be him.

Kenny grabbed Lee's wrist and began to slowly twist it, so that the underside of the watch was facing him. But there was no strap or anything. It was like that watch had been slipped on. The only real button on the thing was the activation button. "Well hell." Kenny remarked when he was finished, letting Lee's wrist slump back to his side.

"So what did you find?" Lee asked, hoping that Kenny found something.

"It looks like the thing just slipped on. Like an oversized bracelet. It ain't coming off anytime soon." Kenny said, to Lee's dismay. "Sorry man."

"That's fine. On the bright side, the longer I use it, the more experience I get." Lee remarked, looking at what now seemed to be a permanent accessory. Kenny nodded.

"True."

"Well, let's hope things keep turning out better." Lee said as he turned away. Kenny smiled.

"Now there's a statement I can get behind." He said as sat back down while Lee walked away. Lee decided to talk to the teen from earlier, Ben, if he recalled correctly. He would talk to the other one, but he seemed like he had a bit of a stick up his ass. Ben noticed him coming.

"Hey, is my friend gonna be alright?" Ben asked, worry clearly seeping through.

Lee shook his head. "I don't know, but Katjaa will try her best, I promise." Lee assured. "So, who are you people? My group's gonna want to know."

"I'm Ben. Ben Paul." He introduced himself, looking over at the guy in the truck. "That man you saved is Mr. Parker. The band director for my school. We all came down from stone mountain for the playoffs when everything happened." He then looked at his friend. "And that's Travis. He played in the band with me." Lee nodded.

"Alright. Lilly says you guys have to go, but we'll see what we can do. If you can earn your keep, you may be able to stay with us." Lee informed him. Ben nodded.

"Thanks."

Lee the turned. He had narrowed it down to either Mark or Katjaa. Katjaa was the closest thing they had to a medic right now. And they needed to keep her going. But Mark was the only person who went on runs with he and Kenny. One less person means less supplies they can take, which means less food they can take. Granted, that's assuming they find food, but something has to be out there. Right?

Lee figured he'd talk to Clementine while he decided between the two. See how she was getting along. As he approached her, she stood up. Lee immediately noticed something different.

"How are you doing, Clementine?" Lee asked. Clementine turned to look at him.

"Okay." She responded.

"Where's your hat?" Clementine had not parted with the hat for a while, and he was curious as to why she didn't have it now.

"I don't know. Can you help me find it?" Clementine asked. Lee smiled.

"Sure. When did you lose it?"

Clementine thought for a moment. "I had it a couple days ago."

Lee nodded. "Alright. I promise if I find it, I'll let you know."

"Thanks Lee."

"So, is everything alright?" Lee asked her.

Clementine glanced over to the man. "Is that man gonna be okay?" She asked. Lee nodded.

"He should be. I stopped the bleeding before we got here." Lee told her with a smile. Clementine looked confused.

"But weren't you Heatblast?" She asked. Lee nodded. "How did you stop the bleeding without hurting him?"

"Intense heat burns a wound, causing it to seal up. All I did was lay my hand on his leg for a few seconds, and that was that." Lee explained. Clementine's eyes widened.

"Oh, I get it now."

"I'll talk to you in a bit, Clem." Lee said. He had decided to give the food to Mark. If Mark was fit to go on runs with him and Kenny, they could keep providing food for the rest of the camp. Mark noticed him coming.

"Hey, how are you holding up Lee?" Mark asked as he stopped working on the fence.

"As well as I can, with the new watch and all." Lee responded. Mark laughed.

"Yeah."

"Here, eat something." Lee said as he pulled out the last thing of cheese and crackers.

"Thanks Lee."

Lee looked at the fence. Walkers would have a tough time getting through his barricade, but people? Not so much.

"You guys need any help?" Lee asked the two.

"Nope." Larry said rudely. Lee ignored him, as the question was mostly directed at Mark.

"Actually, we could use your axe. You mind if we take it?" Mark asked, looking at said object, which Mark had retrieved for Lee before they took off after Ben's group.

"Yeah, give us that thing for a bit." Larry said, turning to look at Lee.

"Here you go Mark. This should help." Lee said, handing the axe to Mark. No way was he giving it to Larry."

"Thanks." Mark said. Larry looked annoyed.

"Hey, I'm the one doing all the work over here. You didn't think to give me the axe?" Larry raged, glaring at Lee.

"Come on, Larry. Give it a rest!" Mark said, looking over at the older man. "I'm sure Lee is getting pretty sick of you thinking he's a danger to the group."

Larry scoffed, before looking at Lee. "Is that what you told him?"

Lee glared at Larry. "Yeah, that's right." Lee was not afraid of this man, no matter how easily he can knock him out.

"And what are you gonna do about?" Larry asked, forgetting about Lee's newly obtained weapon. Mark sighed in annoyance.

"Look, I don't care what it is. You two have to start trying to get along!" Mark said in annoyance.

"The only thing I 'have' to do is protect my daughter!" Larry snapped, glaring at Mark now. "And right now, that means getting this damn wall fixed, so I would appreciate it if you two would shut up and let me get back to work!"

Lee and Mark looked at each other, and Lee shook his head, urging Mark to let it go. With a sigh, Mark began using the axe as a makeshift hammer while Lee turned and walked to the RV Lilly was sitting on top of.

"It's done." He told her, looking up at her. Lilly scoffed.

"Not such an easy job, is it?" She asked. Lee looked over to Carly, who smiled at him.

"It's okay. I know your looking out for me." She assured him. Lee looked back up to Lilly.

"I don't envy you. I don't know how you have the strength to do this every day." He remarked. Lilly looked resigned.

"I don't have a choice."

Kenny stood up and walked over to Lee. "Hey, thanks for looking out for me and my family." He said as he stopped in front of Lee. "I'm serious about the offer to come with us. You've more than earned a ride on the RV with me."

"Thanks Kenny." Lee said, grateful for the offer. Kenny smiled, before sighing.

"Still, I guess some people aren't gonna be happy with your choices." Kenny remarked when he spotted Larry stomping up to them.

"You're out?! What happened to MY food?!" Larry raged, giving Lee a look of such hate that he'd be dead five times over if looks could kill.

"There's none left." Lee told him bluntly. Larry was livid.

"You keep treating people like this and your days in this group are numbered!" Larry threatened, although he was the only one who thought it held any weight.

"Yeah, that's be smart." Kenny remarked. "Get rid of what's possibly our best guy now. Besides, your one to talk old man."

Larry couldn't respond much to that. "Yeah, well, I don't see you working on that fence." And with that, he stomped off.

"Ken, Lee! Come here please." Katjaa called to the two. They both walked over to her, the man already beginning to look better.

"Yeah, Kat?" Kenny asked as the two stopped.

"Whatever Lee did, the man's gonna be fine. He'll need to go easy on his leg, and it'll scar, but he'll heal." Katjaa told them. Despite the fact that the man was a stranger, they both felt immense relief flood them at the news.

"Oh thank Jesus." Kenny said as he let out an immense sigh.

"After everything that's happened, it feels good to hear some good news." Lee remarked. All three looked at the man when they heard him begin to stir. The man grunted as he readjusted himself, sitting up on his elbow and rubbing his head.

"What the hell happened?" The man asked himself, although Kenny took it upon himself to answer.

"We brought you back here to get you patched up after my friend got you out of that bear trap." Kenny informed the man, who perked up upon hearing voices.

"Y-You know that fire creature?" The man asked in surprise. Kenny nodded.

"Yeah, I do. That fire creature was a form my friend here took." Kenny explained, gesturing to Lee. The man's eyes widened, and he looked at Lee.

"You were that creature?" He asked in disbelief.

"It sounds impossible, I know." Lee remarked with a smile. The man smiled himself as he fully sat up.

"So did the walking dead at one point, and look at the world now. Shapeshifting doesn't seem to impossible anymore." The man remarked. Both Kenny and Lee found that they enjoyed the man's company already. The man reached his arm out towards the two. "I'm David."

"Lee." Lee introduced himself as he shook the man's hand.

"And I'm Kenny." Kenny did so as well, shaking the David's hand.

David looked around, before looking at Katjaa. "I take it you would be my doctor?" He asked the woman, who chuckled.

"I bandaged you up, yes, but Lee here did any real doctoring before I had the chance." Katjaa informed the man. David looked between the two, before chuckling.

"Well, either way, I'm just glad I didn't wake up a walker." David remarked. Kenny narrowed his eyes at the remark.

"You weren't bit, were you?" Kenny asked. David looked at him oddly.

"No. Although it wouldn't matter if I had died." David clarified, although that didn't really clear up the confusion. Lee looked at the man in confusion.

"What are you saying?" He asked. David looked surprised.

"You guys really don't know?" He asked, confusion now on his own face as well.

"Know what?" Kenny asked.

"If you die, you become a walker. There ain't no special circumstances. The only way to put a person down for good anymore is to destroy the brain. Otherwise, they come back." David explained. All three felt themselves go pale at this revelation. That explained why it spread so fast.

"We're all infected?" Lee asked in disbelief. "All of us."

David nodded solemnly. "I assume so. I assume Ben told you a bit about us?" David asked. When Lee nodded, he continued. "Well, when this all started, I had a whole class. We barricaded ourselves in the gym, thinking we were safe. But one of my students overdosed on pills, and when someone went to check on the girls the next morning, they all came out walkers." David explained, looking down with a haunted look on his face. "It's horrible." Before anyone had a chance to comment, the quiet atmosphere was broken, by Lilly's voice.

"Get the fuck out of here!" She exclaimed, looking over the fence. Lee turned and spotted two men on the other side of the fence, both with their hands raised.

"Whoa lady, my brother and I... we just wanna know if you can help us out!" The taller man said. Lilly stopped for a moment, and then sighed, looking at Carly, who also had her eyes on the man.

"Carly, keep your gun trained on them, just in case." She said as she climbed down off the RV.

Lee looked at the men.

"We don't want any trouble!"

"Of course, neither do we!" The man agreed. "I'm Andy St. John. This here is my brother Dan. We're just out looking for gasoline." The man, Andy, explained. "Looks like you folks got the motel locked down, which is fine, but if you can spare any gas, we'd be much obliged."

"Why do you need gas?" Carly asked, looking at the men with suspicion.

This time, Danny spoke up. "Our place is protected by an electric fence. Generators provide the electricity." He explained.

Andy smiled. "Our generators run on gas. Look, we run a dairy farm a few miles up the road. If ya'll would be willing to lower your guns, we would be willing to talk about some kind of trade." He proposed. Danny looked at the group.

"How are you on food? We got plenty at the dairy." He told them. Upon hearing food, most of the group perked up. Lilly looked at Lee.

"Lee, why don't you and Mark check the place out? See if it's legit?" She asked them.

Carly looked at Lee. "I'm going too. I got your back if anything seems fishy."

Andy looked at them. "So uh, what are ya'll thinking?"

Lee nodded. "You got a deal." He said. "We'll bring SOME gas to to your dairy, and in exchange, you give us some food to bring back. We'll see how it goes from there."

Andy nodded. "Sounds fair. A couple gallons should power one of our generators for a while." He said in agreement. As Lee was about to walk out of the fence, Kenny walked up to him.

"Hey, Lee. You might wanna keep that watch hidden for a bit. God forbid if we let the wrong person know about it." The Florida man advised. Lee nodded.

"Gotcha. I'll keep my sleeve over it." Lee said. "We'll see how things go from there."