AN: sorry this chapter took so long, copying dialog from LP's is time consuming and boring, but necessary.

Also, I'm putting "Look for the Light" on a temporary hiatus. I'm just having a lack of inspiration from it, and I enjoy writing Joel and Ellie fluff (and anti-fluff) much more.

The next chapter will be uploaded sometime tomorrow unless I come down with the plague.

Now I'll shut up and let you enjoy the story.

"Now there we go." Joel said as he pointed to the water tower in the distance. He was walking on the cracked road with Ellie behind him. He looked over the guard rail, down towards the wooded area next to the road.

"Yeah, it'll be faster to go through here." He said as he vaulted over the rail. Ellie followed after him.

"Man." Ellie said.

"What?"

"Nothing, it's just... I've never seen anything like this, that's all."

"You mean the woods?"

"Yeah. Never walked through the woods. It's kinda cool."

This is a lame excuse for 'woods' Joel thought to himself. But, this place does look kind of nice. The setting sun, the lack of any nose other than their footsteps and small animals made him relax. This never gets old. He thought to himself. In spite of the shit humans where going through, trees still grew, grass was still green, and nature didn't give a fuck.

"Why don't you just take me back to Marlene?"

Because Tess decided to get a conscious at the worst possible time. "If she was up to the task, why'd she drop you off on us?"

"Well, maybe she's better now."

Joel sighed, "Kid, I don't want to upset you, but your friend's chances of survival weren't to high to begin with."

"She's a lot tougher than you think." She said as she walked through a small puddle.

"It don't matter. 'Cause I doubt I could get either one of us back into the city in one piece. Trust me, I wish there was some other option."

Joel walked up the small hill that lead into the town. He was treated by an ivy covered chain link fence that was locked.

"Well shit." Joel said as he tried to break the chain around the fence gate.

"Should we climb it?"

"No, wire on top of it." He pointed to the barbed wire on top of the fence. "We gotta find a way to go around."

"Whoa, look!" Ellie said.

Joel turned around, not sure what to expect. Ellie was standing in a patch of tall grass surrounded by fireflies, looking like she had just been given a puppy.

"Fireflies. I mean, real fireflies."

"Yeah, I see that."

After a moment of awkward science, Ellie spoke, "Sorry, I... I lost myself for a second." Joel didn't respond.

"That you Bill?" Joel asked himself aloud, standing on the roof of an abandoned building, looking at the smoke coming from the middle of the town.

"Where do you usually meet him?" Ellie asked while walking across the plank he had just placed to get on top of this building and over the fence.

"Huh?" Joel asked, not expecting the question. "Different places."

"You've never been here have you?"

Smart girl. Joel jumped off the roof, landing on the ground a few feet below. "I know this is where he lives, but... no, I ain't never been here, personally."

"And that smoke, you think that's him?"

"Sure as hell better be." Joel said, walking past a rusty old van.

"Well, lets go check it out then."

"Down here." Joel said, walking down a small hill towards a broken fence "How many fences you got around this place Bill?" He asked himself.

"Watch your step, its a good drop." Joel dropped past the fence, on to the concrete 3 feet below. They were in the town itself now.

Joel jumped in shock. What the hell was tha-... He looked at Ellie, who was breathing strangely.

"You all right?" He asked, only slightly worried and mostly annoyed. He had just killed two clickers, and was on edge.

"I'm trying to learn how to whistle."

Are you kidding me? "You don't know how to whistle?"

"Does it sound like I know how to whistle?" Nope.

Joel walked out of the abandoned building, now liberated of useful materials, and down towards a yet another chain link fence. Joel tried the door, and noticed the metal pipe. "Oh shit. It's jammed from the other side."

"Here- boost me up." Ellie said, along up to the fence.

"No, that's not such a good idea." There were bound to be some infected on the other side.

"Well, I can't boost you up. How else are we going to open it?"

She was right. "Alright." He put his hands out, "Gimme your foot." He said. She put her foot onto his hands, and stood up. He lifted her up, and she gabbed the top of the fence. "Now just open it, nothing else." He said firmly. "Sure thing." She climbed down on the other side.

"Ah, lets see." She grabbed the metal pipe and pulled it out.

"Okay." She said, opening the door. "Ta-da" she lifted her arms, as if showing off the glory of the long abandoned and overgrown town, becoming him to walk through the recently opened fence gate.

"Good job." Joel said.

"Thank you." She said, sounding far too satisfied for Joel.

"Look at that." Ellie said in awe.

"What's she off to now?" Joel thought to himself. There was only a scrap of a hand towel and a bit of rubbing alcohol in here. What could possibly be of interest to this borderline ADD teenager?

Ellie was standing in front of an arcade game. Kids never change. He thought to himself.

"What, you play this before?"

"Nah. But I had a friend who knew everything about this game." Joel looked at the arcade and saw the title of the game, 'The Turning'.

"Apparently, there's this character called Angel Knives, who'd... what was it? She'd punch a hole through you're stomach before kicking your head off." Joel had seen enough heads actually get blown off in the past 20 years, he didn't want to think about it any more.

"Well, I never was much a big fan of these things."

"I wish I could play it." Ellie said, messing with the controls.

Joel walked outside onto the cracked, worn street. He was searching for supplies when he heard Ellie say, " 'Mandatory Evacuation'. Evacuate to where?"

Joel saw her starring at one of the evacuation notices on the street, "Where you think? Quarantine Zone. See, some places got a heads up before the infection showed up. Most didn't."

"Man, must be hard... leaving all your stuff behind like that."

"That ain't the hard part." Joel felt his right hand slide over his broken watch.

[September 27th, around 1:55 AM]

"Please, please, don't do this. Please God." Joel was holding Sarah's limp body to his chest, sobbing. He could see less than two feet in front of himself, not that he cared.

"Take me instead. Please don't do this. Please God." He was in unbearable agony right now. He was utterly broken.

"Oh shit... Joel, common!" Joel heard, but didn't comprehend his younger brothers voice. The same was true for the pack of around 5 infected closing in on them.

"I'm sorry Joel, you have to leave her! Common!" Joel felt Tommy pull the back of his shirt, forcing him to stand. He dropped Sarah's lifeless body to the ground.

"Run!" Tommy yanked Joel's arm, pulling him away from his lost daughter as he fired the revolver. He took out 3 of the infected before he heard the revolver 'click'.

"Run, Joel!" Tommy said, dragging his miserable older brother by the arm, attempting to making sure he never got to see what the two remaining infected where doing to his baby girl's lifeless body.

Joel turned around for a split second, but it was more than enough to give him nightmares for the rest of his life.

He kept on running.

"Whoa, look at this place." Ellie said as she walked into the vinyl store, which was almost entirely untouched by looters.

"Man, this is kinda sad." Ellie said. Joel was picking up a revolver from behind the counter.

"What is?"

"All this music that's just sitting here. No one's around to listen to it. I don't know, just doesn't seem right."

Joel walked out the door, noticing Ellie looking through the vinyl collections. Ellie followed him.

He walked towards the ally right outside the store, and heard the sound of a clicker. It rounded the corner, and was shredded by the explosive attached to the trip wire it had just activated.

"Jesus!"

"Whoa, Nelly. Wha- What the hell was that?"

"That... would be one of Bill's traps."

"Your friend a bit paranoid maybe?"

"Now that's putting it lightly." Joel continued, "Now listen. Bill ain't exactly the most... stable of individuals. So when we get there, you let me do the talkin'. You understand?"

"I understand." She said with a sigh in her voice.

"We gotta be clear on this. He... He don't take to kindly to strangers."

"Alright."

"Bill's a good guy, he just definitely needs some time warming up to you, that's all."

"Just stay close." Joel said to Ellie as he walked into the back entrance of a building.

"Ellie, come on, just-" Joel opened the door, and heard something fall over. He saw a refrigerator hanging from the ceiling by a rope. It started to fall down.

Joel looked down and saw a rope around his left ankle. "Oh shit!" He yelled as the fridge fell down, lifting him up into the air.

"Joel!" Ellie called out, running forwards.

"Here, I got you." Ellie said, running forward to stop him from swinging around.

"Goddammit Bill."

Ellie placed her hands against his chest, slowly stopping him from swinging.

"What just happened?"

"Another one of Bill's stupid traps! He looked around the room, "there- that fridge. It looks like that's the counterweight.

"Okay." She climbed up on top of the fridge, pulled out her switchblade, and started cutting the rope.

"Cut that rope and it'll bring me down."

"On it!"

Joel heard screams, and looked towards the chain link fence about 20 feet away. He saw infected climbing over it.

"Ellie, how's it looking?" He said as he shot a runner in the face with his revolver.

"I'm going as fast as I can!" She said.

"This is going to be bad." Joel thought to himself, seeing two more runners charge him.

Joel fell onto his back as the rope was cut.

"Joel, watch out!" Ellie called to him. Joel turned around and was greeted by a runner tackling him. He struggled with it, trying to push it off him, when a machete implanted itself right in the runner's face. He pushed the runner away from himself, and saw the blade cut its head off.

"Get off your ass and on your feet!" A man in a gas mask reached his hand down to pull him up as he shoved the dead runner off himself.

Great timing Bill he thought to himself as he pulled himself up and followed Bill.

"Man... that was close." Ellie said, catching her breath. They where inside an old bar that Bill was using as either a safe house or a home.

Joel was leaning against the wall catching his breath.

"Uh... thanks for the heroics and all." Ellie said, sounding genuinely thankful.

"Uh, Ellie." She said, introducing herself.

"Hey, what are you- Joel?"

Joel turned around and saw Ellie being handcuffed to a metal pipe on the wall.

"Bill!"

"What are you doing?" Ellie said again.

"Bill!" Joel tried to get his 'friend' to stop.

Bill pulled out a pistol and pointed it at Joel's face. "Turn around and get on your knees!"

"Let me go!" Ellie was trying to dislodge the pipe from the wall.

"Just calm down a second. "Turn around and get on your knees!"

"Alright!" Joel turned around and was knocked down by Bill.

"Just take it easy." Joel said, now on his knees with his hands up.

"You got any bites?" Bill said as he searched Joel

"No."

"Anything sprouting?"

"No, goddammit I'm clean!"

Bill stopped searching him. If he rolls up Ellie's sleeve, were fucked. He thought to himself. "Well, if I see so much as a twitch." Joel heard the pipe come loose, and turned around in time to see Ellie club Bill with it across his arm. He got up and prevented her from taking a second swing.

"Stop!" He needed Bill intact.

"Son-of-a-bitch!" Bill cried out.

Joel took the pipe out of Ellie's handcuff,and pointed it at Bill, "Are you done?"

"Am I done? You come into my house, you set off all my traps, yo damn near break my shooting arm!" He looked to Ellie, "Who the fuck is this punk and what's she doing here?"

He was about to reply when Ellie walked towards Bill and said, "I am none of your goddamn business, and we're here because you owe Joel some favors, and you can start by taking these off!" She shoved her right hand, still attached to the handcuff, in right in front of Bill.

"I owe Joel some favors, is this some kind of joke?"

Joel put his hand on Ellie's shoulder, gently pushing her back. He dropped the pipe and said, "I'll cut to the chase. I need a car."

"Well, it is a joke. Joel needs a car." Bill said as he sharpened his blade. "Well, if I had one that works, which I sure as hell don't, what makes you think I'd just give it to you? Huh? Yeah, sure Joel, go ahead, take my car. Take all my food too while your at it."

"By the looks of it you could loose some of that food." Ellie said.

Bill pointed his blade at Ellie, "You listen to me you little shit-"

"No, fuck you. You handcuffed me-"

Joel got between her and Bill, put his hands on her shoulders, and walked her back. "I need you to shut up." He said firmly. "Alright?"

He walked back up towards Bill. "Whatever favors you think I owe ya, it ain't worth that much."

"Actually, Bill, they are."

Bill sighed. "Well, it don't matter, 'cause I don't have a car that works."

"But there is one in this town."

"Parts. There are parts in this town."

"Meaning that you could fix one up."

Bill paused for a second, trying to make up his mind. "Alright." He swiped some junk off a map of the town that was on the bar.

"If I'm going to do this, there's some gear I'm going to need."

"Alright."

Bill pointed to the map, "It's on the other side of town. Now you help me to gather it, and maybe, I can put something together that runs. But after this, I owe you nothin'." He placed the keys to the handcuffs on the bar. Joel grabbed them and saw Ellie standing next to him.

"That's fine. Couple days from now, we'll probably be dead anyways." He said as he took the hand cuffs off Ellie.

"Good. Follow me. Whole goddamn town's booby trapped, best stay right on my ass."

"Can't miss it." Ellie said.

Joel turned around. "Knock it off." He said firmly.