A few more days passed and tensions were beginning to rise. Lilly was beginning to grow suspicious of not only Ben, but Carley too. Were they both planning something? She didn't know for sure, but the list of people she trusted was growing smaller, little by little.

"THAT'S RIGHT, FUCKER, NOW STAY OUT!" her dad's voice cut off her thoughts. Lilly looked up and remembered that Larry was currently on watch, something he didn't normally do as he was the one to work on the wall.

"What happened, Dad?" Lilly asked cautiously, slowly approaching the RV.

"Some asshole was trying to sneak into the motel," Larry explained, his familiar frown crossing his features. He lowered the rifle he was holding. "Didn't try anything, luckily. That coward ran away when I pointed the gun at him."

Lilly nodded once. This was the most eventful thing to happen in a few days, other than that things were extremely quiet.

"Hey Dad, why don't you take a break and let someone else keep watch for a little while," she began to coax. After everything that happened at the dairy farm, she wanted her father to take it easy. She didn't want to risk losing him again.

Larry scoffed, "I'm fine, okay? A few punks hiding out in the woods isn't going to give me a damn heart attack. Quit worrying so much, Lilly," he chided. Damn, he could be stubborn as hell at times; now Lilly knew where she got it from.

"Dad, you almost died a few days ago. Remember?" she retorted.

"I'm here now though, ain't I?" he asked. "That's gotta count for something."

Lilly sighed and stared at the ground, knowing that Larry wouldn't come down so willingly. "Fine, just...try to stay calm. Please," she nearly begged. Larry ignored her, so that was her cue to walk away to check on the supplies. She knew that someone would have to go on a run very soon.

Meanwhile, Lee had exited his motel room and decided to check on Clementine, where she was kicking around a soccer ball with Sarah. The two girls appeared to be having fun. He made his way towards the nine-year-old.

"Are you okay, Clementine?" he inquired.

"I'm okay," Clem responded, kicking the ball back over to Sarah. She appeared to have something on her mind. "Lee?"

"Yeah?"

"I still feel bad about the things we took from that car," the little girl explained. "We'll have our own supplies again soon...right?"

Lee couldn't exactly guarantee what Clementine had wanted, as most places in Macon had been picked clean by this point. But he knelt down to her level and replied, "I'm sure we'll have something soon, sweet pea. I don't feel right about everyone taking from that car, either, but it's too late now. We won't stay short-lived forever, okay?"

Clementine smiled, seemingly satisfied with his answer. "Okay."

As if reading his mind, Carlos came up and approached Lee. "The supplies are getting low, and I'm afraid that we won't have enough food to keep everyone satisfied. Kenny just told me the stuff that they found in the car wouldn't last long anyway, but that still leaves me, you, Clem, and Sarah without food," he pointed out.

"Clem and I were just talking about that," Lee said. "So you think we should go on a supply run?" he asked.

Carlos nodded. "That seems like our best option."

"Okay," Lee agreed. "Let's get a small group and see what we can find." After that conversation, Carlos went to inform Lilly that he, Lee, Mark, and Kenny were going on a quick supply run to see what they could find. After all, they wanted to get to it first before any other survivors stumbled upon it.

"We should be back before it gets dark," Carlos said, looking down at Lilly.

"Be careful," she replied, "And bring back as much stuff as you can find."

Carlos nodded. "Look after Sarah while I'm gone, okay? She'll listen to you."

"Got it," Lilly answered.

Sarah ran up to her father. "Daddy, where are you going?" she asked.

Carlos closed his eyes momentarily. He hated having to leave his little girl, but he knew that he needed to do it. He opened his eyes and placed his hands on her shoulders. "I'm going on a supply run with Lee, Mark, and Kenny, sweetie. I promise we won't be gone long, okay?"

"Okay," Sarah replied, looking a bit downcast. "You'll come back with food, right?"

"Don't worry, we will. Okay?" Carlos asked with a small smile as he gently rubbed her shoulders. This comforted Sarah a little, and she gave him a ghost of a smile in return.

"Are you ready?" Mark asked, walking up to the two.

"I am," Carlos answered, giving his daughter a couple of pats on the shoulder before following the others out of the motor inn. Sarah and Clementine watched them go, before the younger of the two decided to keep her friend's mind occupied and walked away, gesturing for the older to follow.

Clem lead Sarah over to the little table and began teaching her how to do a leaf rubbing; Sarah seemed to be getting the hang of it. Both girls looked up when they noticed Ben approaching them.

"Hey, girls," he greeted, kneeling down so that he was sitting on his knees next to them. "What are you doing?"

"We're making leaf rubbings, Clem's showing me," Sarah replied, giving the older boy a small smile as she picked up a red crayon.

Ben smiled back at her, and began to reach into his back pocket. "I have something here for both of you guys."

"What is it?" Clementine asked.

"Close your eyes first," Ben ordered, and both girls obliged. "Okay, now you can open them," he said once he had reached into his back pocket to pull out what he had been planning to give them.

"Stickers!" Sarah yelled.

"Chalk!" Clem reciprocated.

"Thanks, Ben!" they both said together.

"Do you know how many leaf rubbings we can do with chalk?" Clem asked, excitedly.

"It's no problem," Ben replied. "I found them in a drawer in one of the rooms and I thought you guys would like it."

"We'll draw you something now, okay?" Sarah said, and the two girls went back to diligently working on their artwork.

Meanwhile, Lee, Kenny, Carlos, and Mark had already made it to the drug store. Surprisingly, there were few walkers lingering around outside. "We have to hurry," Lee ordered. "We don't want to get trapped." It had looked as if the drug store hadn't been touched since he and the group had first left here. But if that was the case, then that meant that there wasn't much food left for them to take.

"Looks like this is our lucky day," Kenny pointed out.

"Maybe," Lee agreed, holding his rifle carefully. He briefly glanced over at the drug store and sighed; he still missed his family, but he knew that he had to keep going. The four men stopped walking in front of a large truck.

"Okay, just like last time," Kenny instructed. "Over the rig, into the pharmacy and scrape together whatever supplies are left."

"We didn't leave much in there," Lee pointed out.

Kenny didn't reply and began climbing the ladder to the top, with Mark and Carlos following. The ladder nearly fell apart when Carlos tried to climb up, but Mark was able to grab his hand and help him to the top.

"Thanks," Carlos turned to him gratefully.

"Shit," Kenny swore. "I don't know how many trips she's got in her," he added, referring to the ladder.

"I'm not sure how many more trips we've got in us," Lee replied. Now, he needed to find a way up to the top of the truck.

He was able to move an army car so that he could make it over. He climbed on top, and had Mark pull him over so that he was on top. "Come on, let's get going," Lee said, and that's when they heard someone's screams echoing in the distance.

"What the hell is that?" Carlos asked, as they all looked around to see where the noise was coming from. A woman then ran out from one of the nearby buildings screaming at the top of her lungs with walkers following after her.

"A walker?" Kenny asked.

"Walkers don't scream. Do they?" Mark said.

"Jesus, I don't think so," Lee replied, holding up his gun so that he could get a better view of the woman.

"We have to help her," Carlos pointed out.

"No we don't," Kenny retorted. "She's probably already bitten, I mean, look at her."

"NO! GO AWAY! SOMEONE...AHHH!" the woman screeched, letting out another scream of terror. One walker bit into her shoulder and another bit into her leg, causing her to let out an even louder scream. Lee slowly aimed his rifle towards her.

"No, don't!" Kenny tried to reason. "If we leave her alive, then it'll buy us some time! Shooting her will only draw them right to us!"

"We can't just let her suffer!" Lee argued.

"We don't know if-" Carlos began.

"Think about it!" Kenny cut him off. "The longer she stays alive, the more supplies we can bring back to the motel quickly!"

It was at this moment that Lee had to make a decision, and quickly. He eventually figured that since there were four of them, they would bring back a good amount of supplies. So, he decided to put the poor girl out of her misery and shot her clear in the forehead.

"Now look what you did!" Kenny glared at him.

"Come on!" Mark cried, beckoning the others over to the back door of the pharmacy. He, Lee, Carlos, and Kenny ran inside and closed the door, the groans of the walkers coming ever so close. They began to grab as many supplies as they could.

"We don't have much time left," Carlos warned. He noticed that the walkers were closing in on them, and if they didn't get out of here right now, then they would be trapped. And they all knew that they wouldn't be able shoot their way out of these walkers. Suddenly, walkers burst through the door.

"Shit!" Mark yelled.

"Come on, we got to go!" Kenny ordered, grabbing the items they collected and quickly shoving them into the small backpack they had brought. They didn't have much time now, as walkers were closing in. They all climbed over top the counter and tried to run out, but that's when another door had burst open.

"Kenny, somebody, help!" Lee begged, trying to push the door, and incoming walkers off him.

Mark ran over and decided to help him, both men using their strength to push up the door. Lee was able to get up, but unfortunately, Mark wasn't so lucky. One of the walkers pulled him back and bit into his shoulder, causing the bespectacled man to scream out.

"Mark!" Carlos yelled, his eyes widening.

"Ugh...go! Go!" Mark cried, clutching his bleeding shoulder. Kenny got over his shock in a second and climbed out of a small hole that served as their exit. "GO, DAMN IT!" Mark yelled. "I'm not getting out of - AHHH!" He let out a screamed as he was pulled to the ground, a few walkers beginning to munch into him as their next meal.

Lee, Carlos, and Kenny now stood outside the drug store, and the events of what just happened ran through their minds. "I can't believe that shit just happened," Kenny said.

"Mark's gone," Lee stated the obvious.

"We should get moving though," Carlos suggested. "Walkers could still be following us."

Lee nodded. "Yeah, let's go." The three then made their short way back to the motor inn. They couldn't have been gone for more than an hour or so, but still, everyone back at the motel was anxiously awaiting their return. When they finally got back, Ben was keeping watch, and Clementine appeared to be talking on her walkie talkie.

"You're back!" she exclaimed, running up to Lee. "Ben found some stickers in a drawer and I put them on my walkie."

"Hey, sweet pea, that's neat. I'll find you in a minute," Lee replied.

"Where's Sarah, Clem?" Carlos asked.

"She's with Lilly," she answered. "Where's Mark?"

Lee paused, but knew that it was best to answer the little girl with the truth. "Mark's gone, Clem," he stated in a solemn voice. "Walkers overran the store...he wasn't as lucky as the rest of us."

Clementine appeared to understand what Lee was telling her, and hung her head down low. "Oh..."

"Yeah, it was horrible," Lee deadpanned. "Listen...why don't you find Duck or Sarah and play with them for a while?"

"Okay," Clem nodded, and walked off. She gripped her walkie talkie in her right hand.

Kenny, Lee, and Carlos made their way to Lilly's bedroom, Kenny knocking on her door. The door opened up to reveal Lilly, who looked relieved for just a minute, but when she noticed that Mark wasn't present, she had to ask. "What happened?"

Lee told her the same thing he'd told Clementine, and Lilly actually looked a bit glum. "Damn."

"That's horrible," Sarah spoke up from where she was sitting on the bed.

"Sarah, why don't you go play somewhere else for a little bit so the grown-ups can talk?" Carlos asked.

She smiled. "Okay, Dad." She stopped to hug him. "I'm glad you're back safe." Then she went to play with Clementine.

"Looks like we got the kid on watch again..." Kenny noticed.

"What'd you get?" Lilly asked, ignoring him.

"Might as well leave a sign that says, the men are gone, come rape our women and children," Kenny continued.

"Ha," Lilly said dryly. "If you're going to be a smartass, Kenny, then you can go. I'll just talk to Lee and Carlos," she said, crossing her arms. "So, what did you get?" she asked again.

"A lot of stuff," Carlos said, and Kenny handed her the book bag.

"We're fine, by the way," he added sarcastically.

Lilly dumped the supplies out onto her bed and counted them, "Nice work. This will keep us going," she praised. "If we keep going like this, we'll get through the winter here."

"The winter?! We'll freeze our asses off here!" Kenny retorted. "And I'll do whatever it takes to keep all of us safe!"

"We're already safe," Lilly said, crossing her arms.

"We do whatever is best for the kids," Lee spoke up. "Doesn't that make sense?"

"I agree with that," Carlos replied, nodding once.

"It's suicide out there!" Lilly said with a glare.

"We'll die in here," Kenny argued.

"You're right; you could see someone sleeping and kill one of us."

"At it again, are we?" Carley asked, walking up to the arguing pair. She seemed to be getting tired of all the bickering that went on around here, and it was perfectly safe to say that she wasn't the only one.

"Can it, Carley," Kenny shot at the smaller woman.

"Look, perhaps we should make a decision as a group," Carlos tried to reason. "Lee is right, we need to do what's best for the kids. I've got my daughter that I need to look out for, too. We can't sit here arguing forever."

"We're strongest together," Lee pointed out.

"Ken, we're all losing it," Katjaa said to her husband. "With the attacks, and lack of food, we all need to keep it together."

"What about the food situation? Protection? What about when this place falls? Somebody's gotta be thinking about this shit," Kenny argued.

"How has this not been working?" Lilly asked. "We have everything we need."

"I agree with Lilly," Carlos commented.

"Of course you would," Kenny rolled his eyes.

"What the hell is that supposed to mean?" Carlos questioned.

"Cut the shit," Lee ordered. "No more damn arguing. We'll deal with shit as it comes, like always."

"Oh yeah?" Kenny retorted. "What about when fifteen bandits hop over that wall in the middle of the night? You just gonna deal with that?"

"Everything that happens to us is another excuse for you to pull this crap about leaving," Lilly answered. "All I want is a week of peace; of not hearing it."

"We wouldn't even be fighting about our medicine if Lee hadn't fucked up downtown," Kenny told her.

"What do you mean?"

"Some girl came screaming out of an alley. She had dead hanging all over her," Kenny explained. "She was makin' enough noise that we would've had plenty of time to get what we needed. Instead, smart guy shot her."

"Instead of letting her suffer?" Lilly shot back.

"You guys couldn't try to save her?" Carley inquired.

"I couldn't let her suffer," Lee said in defense.

"We're all suffering," Kenny explained. "We've been putting our lives on the line doing these runs into the city. You wouldn't believe the shit we see."

"The fuck is going on in here?" Larry yelled, pushing Carley out of the way and causing her to stumble.

"Nothing, Dad. Don't get yourself all worked up," Lilly tried to calm him down.

"What the hell's all the yelling for, then?" he asked, glaring at Lee and Kenny.

"We're just arguing about supplies," Lilly told him, being somewhat truthful.

"Well I'm sick of all this damn arguing!" Larry said. "So everyone stop yelling at each other!" he yelled.

"It's fine, Dad, just go take a nap or something," Lilly replied. "I can handle this."

"Well, one thing for damn sure is we need to get the hell out of this motel," Kenny interrupted. "There's nothing in the city but walkers. It's hell on earth and it's coming this way," he said.

"IT'S NOT GOING TO BE ANY EASIER OUT ON THE ROAD!" Lilly yelled.

"What would you know?" Kenny questioned.

"What do I know?" she retorted. "I know somebody has been STEALING our supplies. Yeah, that's right, stealing. And I know the list of people I can trust here gets smaller every day!" she yelled again. "Now everybody GET OUT."

Everyone obliged, and Carlos went over to check on Sarah while everyone else stood outside of the room.

"She'll get over it," Lee announced.

"She's riling everybody up, otherwise," Kenny responded.

"We all understand, Ken," Katjaa turned to him.

"All I know is, whenever this shit happens, I'm the fucking bad guy. I'd like a thank you for once. FOR ONCE!" Kenny walked away, and after glancing at Lee, Katjaa followed her husband, probably hoping to talk with him.

"Oof. Things are coming to a head," Carley pointed out, walking next to Lee.

"You could say that," Lee agreed.

"Well, despite all that happened, I think you did good today," Carley praised. "And I find myself thinking that most days."

"Thanks."

"It's probably worth following up with Lilly about what she was saying about missing supplies," Carley added, and she reached up to caress Lee's cheek, which surprised him a little. "I don't want to see her paranoid."

"No question," Lee agreed.

"And I'd like to talk, when you've got a minute."

Lee nodded, and Carley began walking away. She went up the stairs, looking back at him with a smile. Lee turned toward Lilly's room, knowing that Carley was right. It might be a good idea to investigate.


There's the start of Episode 3. Review?