A/N: And here we are at Chapter 40! My ultimate goal is 300 reviews and then I'll be happy no matter what. Again I can't thank everyone who has reviewed, enough. For the continued support and praise they give this story.

obsessed naruhina fangirl- You and apathy have both pointed out the logical hole, that Nick can carry all the weight when A) His been shot in the shoulder so his arm would fail him and B) He was shot in the knee so his leg would fail him. Thanks for pointing that out, (as with the whole Lilly thing and Sarah's condition) I forgot about Nick's own condition and I'll be sure too clear that up this chapter.

Anyway I'm glad you're still enjoying the story and we both agree on "In The Pines" being the best ending song. (I like the songs they use for the credits, as their songs I've never heard of before, but are still great) I haven't played Okami but I'll sure to check it out! And... I've got another question... other than Clementine, Sarah and Nick (who seem to be the most popular choices) which other three characters would you want to see live through the rebellion?

apathy- Thanks! I'm glad you enjoyed the Tavia/Rebecca part and I'm glad you pointed out Steve and the other's motivations, as that will be brought up very soon. As Lilly seems to focused on finding Clementine to question why her group (who shoot everyone they meet) are suddenly agreeing to help her.

Eggomypeggo- I'm glad your interest is peaked! I'll try not to keep you waiting too long and I'm glad you're sparing me!

Rebloxic- Lots of glitchy reviews lately, anyway thanks for the continued support, and Stephanie will play a big part in this chapter.

AquaDestinysEmbrace- Thanks! Lilly's a woman on a mission so there's no stopping her. and I'm still enjoying your story.

rokon900- Thanks! I can't say if I'll make a sequel yet, as the ending I have planned ties together a lot of loose ends. At the moment I can simply say I'm not sure. But thanks for the interest.

and finally Lockdown thanks for your review!


Nick shouldn't have carried Sarah.

The sun was rising into the sky, he was so focused on his Sarah's condition and the threat of the bandits behind them, he completely forgot about his own condition and that he had a bullet wound on his shoulder and his knee. How he managed to carry Sarah for an hour or two he didn't know. But finally he gently had to drop her to the ground.

"Nick?" she asked nervously, as Nick held his shoulder gritting his teeth, as pain shot through his being, causing his bones to quiver as he shook in agony.

"You're hurt, aren't you?" she begged of him to answer, as he continued to hold his collarbone with the palm of his hand. Facing the floor, as he tried to clear his dizzying vision...

"You... can't... pass...out...now" he rasped to himself, trying to keep a grip on the tree he was leaning against.

"You need to sit down" Sarah told him sternly, she gently helped him to the floor, but he grimaced when he had to bend his knee as he sat down. Placing it at a straight angle, he propped himself on the forest floor as he took some deep breaths...

"You shouldn't have carried me, you've strained your wounds..." Sarah began in a patronizing tone, which irked Nick.

"I know that!" he snapped, as he gripped his shoulder tighter... "Fuck, this hurts like hell" he thought to himself, while Sarah did not seem to frightened of Nick as much as she used too, so she responded back "You need to stop and rest" she told him.

"I don't need shit! We gotta keep moving!" Nick angrily shot back at her, as he tried to stand on his own two feet again, but to his surprise Sarah pushed him back down to the ground again.

"Stay there Nick and don't be an idiot! You need to eat!" She exclaimed, she knew what Nick was trying to do and it irritated her.

"Sarah if we don't move...!" Nick began to rant.

PLOP

Sarah had literally shoved a piece of dried bread into his open mouth, shutting him up the most comedic way, as he began to gag on the piece of food which tasted more like cardboard.

"Eat" she commanded, as she began to tear into her own piece of dried bread, as she washed it down with the last drops of water she had in her canteen.

Slowly and in shame, Nick began to chew away at the bread, he swallowed it with large gulps, not realising how hungry he was until that moment. His head stopped spinning as he drank some of the water in his canteen that freshened his parched and dry throat.

"A good breakfast, always helps give you energy for a long day" Sarah phrased from her school days. Nick rolled his eyes at this.

"Look Sarah... I appericate you doing all this for me, but we need to move" Nick tried to tell her (albeit more gently this time) yet she shook her head in defiance.

"We'll move in a minute Nick, I don't want you carrying me anymore, or walking so fast. You'll hurt herself" she argued back to him.

"Sarah..." he begun again, in a pleading tone.

"NO!" she roared startling Nick, as she faced him with hardened eyes "I don't want you, to end up killing yourself by saving me Nick! This isn't how this works!"

"Look!" Nick shouted back, glaring back at her "I as good as got Carlos killed! The only way I can make it up to him, is by getting you back to the hardware store! So please stop worrying about me!" he begged of her, as her eyes widened.

"Nick, I promised myself I wouldn't get anyone else killed after what happened to my Dad. If you die out here... then I'll have broken my promise" she sighed before she ploughed on "So please... don't do anything stupid, you're my friend, and we don't leave friends behind" Sarah told him with a passion in her voice. She wanted to do whatever she could for those in danger, as now she had realised, that all this time she had truly been a liability on others.

Her father, Becca, Reggie, three people were dead because of her and how many people had she annoyed with her constant whining? Or the fact she had failed to do anything of use to the group. She was just an extra mouth to feed.

And yet, they had kept her around, they had saved her. Clementine, Nick, Luke, Rebecca, Alvin, Pete and her father even though she was a useless idiot.

This humanity inspired her to say this to Nick, she wanted to repay the debt to those that had treated her so kind.

Nick was silent for a long time after she stated her argument, as his gaze found the floor, finally he seemed to look up and gather his senses.

"You sound a lot like Clementine" he informed her.

"Well... she helped me and I want to help you" she stated, as Nick chuckled and rose from the ground slowly.

"Okay, maybe you're right Sarah. We'll keep moving but we'll take it easy. Are you okay to walk by yourself?"

Sarah said she was fine to walk by herself, admittedly her torso ached. But judging by the way Nick walked, with his now limp arm and limping again on one leg. She thought kicking up a fuss now, would be weak of her. Besides she wasn't bleeding out. As long as she walked slow the wound remained closed. So they were travelling slower, but Nick still had determined look in his eyes and they had made good progress... they may have still reached the hardware store by nightfall...

"Could they go any slower?" Steve whispered to Lilly, as they observed the odd duo, move doggedly through the thick strands of vegetation, with their wounds holding them back.

"I shouldn't have shot the girl" Lilly muttered, as Steve seemingly nodded "Well... you can't go back now. At least their both alive" he reassured her with a thin smile, as the group silently weaved past the bases of the pine trees, to continue tracking the duo. The duo who would lead Lilly back to Clementine.

"Lilly, when we reach this place, what's your plan?" Steve asked her. Lilly could detect the suspicion and distrust, in his black eyes.

"I'm taking Clementine with me. You can do whatever the hell you want the rest of them" she told him curtly, Steve and the others seemed satisfied at her cold response. But Lilly knew it wasn't going to be that easy...

The six of them were cold blooded killers. She very much doubted, that they would allow a little girl into their "Lucky 7". No doubt, they would shoot her on the spot. She could tell by the way Steve gave the others a knowing "look" that they had a different plan between them.

She had been with these people for God knows how long, killing strangers to keep herself alive. She may have been with them, but she wasn't truly one of them. She killed and put on a excellent demeanour of sharing Steve's mindset, however deep down she was still the scared, lost girl that had watched helplessly, as her father was killed in that damn meat locker.

They looked at her strangely, especially when she gazed at Clementine's drawing of Kenny's family, she knew full well Steve was only going along for the ride, so he could find more supplies and food for his own group. She could see them betraying her at any minute, when they reached their destination she was going to have make a choice.

Stick with Steve? Or ditch her group and pray Clementine's new group (which included this odd duo) would accept her.

Considering she shot one of them. She highly doubted it would be a warm welcome.

But, she had to try.


"Anyone know the time?" Wyatt asked the group around him wearily.

"Bout' Noon" Luke grumbled back, as the sun was high in the sky. However due to the grey clouds fogging up the blue sky, it was hard to tell, what time of the day it was. Clementine simply placed a guess at midday as she hacked aimlessly into the earth.

She, Wyatt, Luke and Shel had been sent to work on this area of the trench, aiming to make it deeper. Luke was filthy, as his jumpsuit was stained in blurs of brown soil, As he was the one carrying the soil back to the surface, Clementine doubted that the soil residing under his nails, or the cracks his hands would come off anytime soon.

They worked on mostly in silence, Wyatt tried to cheer the three of them up by saying "Well...at least we'll lost weight doing this" but this only earned a short chuckle from Luke, as Clementine and Shel worked on. Sweat beads rolling of their wet foreheads, into the murky soil below.

"CLEMENTINE!" Came a roar from above her. She was actually glad to see Troy glaring down at her. Because Troy only came out here shouting your name for one reason...

"You're needed with Stephanie to help with the salvage" he growled, as she tried to climb out of the trench. To her embarrassment she realized the trench was now too deep for her to crawl out off. Upon seeing this Troy burst into fits of cruel laughter.

"Oh... boy... maybe we'll just leave you in here all night. No way you're escapin' little missy" he howled. As he did Clementine felt herself go red in embarrassment as she turned back to the others, luckily for her Luke was observant and always willing to help.

"Here" he muttered kindly, boosting her up, with his already filthy hands, he helped push her upwards as she reached ground level. Troy chuckling subsided as she glared up at him.

"Now you're out of there, get your ass to salvage room. If you're not too short to get in there too" he mused, with a massive, mocking grin on his face.

Clementine walked off, swearing that (when the rebellion began) he would be one of the first to suffer.

Never the less, she walked back into the hardware store relived that she wouldn't be digging in that trench anymore. Carver hadn't given them a bath in weeks (in fact, Clementine remembered her last bath as a quick dunk in the river with Christa) by now layers of dirt and grime had accumulated on her skin. No one in the pen seemed to recoil at each other's smell. Because there was no doubt about it that they all smelt so awful now, they had simply adapted to their own horrible odours.

Yet, that's maybe why (when Clementine passed some of the higher privileged guards) they crinkled their noses at disgust at her. Tavia did this very audibly and Clementine heard her utter "...such pigs..." as she passed. Clementine decided that from this point on, she crinkle her nose at Tavia.

Her lack of humanity stunk the place out.

She passed Rebecca who was quietly conversing with three other guards. Two of them (Clementine noticed) were the badly shaven man and the other woman. The two other survivors of the first day trench incident, along with another man. Rebecca spotted her and gave her a friendly smile, which Clementine returned before moving on, as she caught the other three guards also trying to smile faintly back at her.

Rebecca was gathering her allies no doubt.

Clementine approached the familiar grey door and opened it without much thought, stepping into the darkness she automatically made her way to table and dropped herself into the small chair.

Looking up, she knew then something was off.

Firstly, Stephanie wasn't in her seat and secondly the scarp pile in front of her looked messier than usual. Confused, Clementine stood up once again.

"Stef?" she called out into the dark room.

No response.

"Stephanie?" she called out again, a little louder. Her nerves starting to jangle in her gut, as she peered ahead of her nervously.

It was then she noticed the blood stains.

Breathing faster now, she leapt out of her seat and (knowing what she was about to see wasn't going to be pretty) she followed the trail slowly, as the small droplets, soon became smears of blood on the dark floor.

And the smear's became a puddle.

She looked up.

Stephanie was lying in a puddle of her own blood, her trousers lay discarded in the sticky crimson puddle. Her back was pressed up against the wall, as she looked up the dark celling, with vacant eyes. Her skin was a deathly pale shade, her breathing was raspy, as dried tears left their tracks on her blood dripped face. In fact blood seemed to drip off every part of her, there was so much of it.

The sight of it sickened her, but that wasn't all, a large metal container lay to Stephanie's side (which stood out of place from the other pieces of junk) and in the puddle of blood, there was something else. Clementine zoomed her vision in on the blob in the blood and wished she hadn't, as she could see something...

It seemed like a human, or had a humanoid shape, expect it's arms and legs (which can't have been bigger than Clementine's own fingers) were twisted. It seemed like a baby... or a developing baby. It was smaller than Alvin, and completely drenched in blood. The still thing didn't move, no doubt it was dead.

Clementine backed away gasping, feeling bile rise in her throat. She had long since adapted to smells, but sights... some sights made her sick no matter how much horrible stuff she had seen. And the sight of that... thing. Horrified her to the core.

Clementine could only stare, as Stephanie slowly rocked her head downwards to face her.

"Get... Stan..." she rasped sadly.

Clementine's legs moved of their own accord, she flew out of that door as fast as her legs could carry her. The hardware store becoming a blur as she sprinted back to the main section of the hardware store. She remembered that she was near too Rebecca and the other guards, she wiped around to find them staring at her oddly from where they were wedged between the shelves.

"Where's Stan!?" she pleaded of them, her eyes wide and her voice fearful before Rebecca could answer her, she heard someone growl from behind her...

"What is it?"

The rat faced Stan had made his way up behind her upon hearing his own name, Clementine began to babble in panic...

"Stephanie, she wants to see you there's something's wrong with..." she paused without breath, she felt herself stop and continue to gasp as Stan muttered "Oh for fuck's sake, what's the problem now?" as he slowly stomped towards the scavenge room.

Clementine didn't wait around, she ran on. Even though she heard Rebecca call her name from behind her, she swept from out of the hanger door and ran back towards the trench she, Shel, Luke and Wyatt were working on. The image of that deformed,dead,baby lingering in her head. It was impossible to erase it from her head, as the sight was ghastly...

She practically jumped back into the trench and landed on her knees, still panting she looked up to find Luke, Wyatt and Shel staring at her oddly.

"HEY! WHAT ARE YOU DOING BACK HERE...!" Troy began to rant, as Clementine spoke over him.

"Shel... something's... something's wrong with Stephanie!" Clementine voice sounded as haunted and as raspy as Stephanie's own, as Shel stared at her oddly.

"What, what's wrong?" Shel asked, her eyebrows rising slightly.

"I went to work with Stephanie... and she was lying in a pull of pool of blood and there was a dead baby on the floor!" Clementine exclaimed in panic, the image of the dead baby flashing through her brain, as she exclaimed this.

Shel's eyes nearly popped out of her head as horrified understanding dawned on her face.

"Oh no" Shel whimpered.

"HEY! CLEMENTINE GET THE FUCK BACK TO WORK! YOU HAVE NO REASON TO BE HERE...!" Troy was bellowing at her, but Clementine was hardly paying any attention, as Troy's own words were soon drowned out, as Rebecca was sprinting towards them.

"JESUS FUCKING CHRIST, WILL EVERYONE STAY AT THEIR GOD-DAMN...!" Troy began, before Rebecca spoke over him.

"GUYS! SOMETHING HAPPENED TO STEPHANIE! STAN'S BEATING THE SHIT OUT OF HER BACK THERE!"

There was no way Troy could control this, his bellows were subsided as the four of them crawled out of the trench, running towards Rebecca towards the source of commotion. He heard his walkie talkie buzz to life next to him, as he picked it up.

"Troy, get everyone inside we got a situation" Carver coldly told him.

Troy obeyed this command. Feeling proud of himself, he was the one pointing the gun at these prisoners. He felt like he was in power, like he was in control.

"Why?" Russell snapped.

"Because those are Bill's fucking orders, so get inside" he growled at them.


Clementine didn't know how she could watch anything, that was worse than this.

The whole camp was gathered in the main area of the hardware store, all pushed along the sides of large room as Stephanie cowered on the floor, she was in the centre of the room, isolated from the others. Shel looked on with angry tears pouring from her eyes.

"LADIES! SEE THIS AS A MESSAGE TO YOU! YOU HAVE A DUTY! IN THIS WORLD WE NEED TO FOCUS ON MAKING THE NEW GENERATION STRONGER THAN THE CURRENT ONE! SO THEY CAN SURVIVE IN THIS WORLD! STEPHANIE HERE THOUGHT IT WOULD BE A CLEVER IDEA TO ABORT HER BABY! NOT ONLY IS THIS STUPID AND RIDDING A CHILD OF IT'S LIFE! IT ALSO PUTS THE MOTHER'S LIFE AT DANGER! STEPHANIE HOW DO YOU DARE RESPOND TO THIS!?"

Stephanie muttered something inaudible.

"RAPE!?" Carver boomed, giving out a shrill laugh, before his fist connected with the downtrodden woman, as she crumpled into herself once again "YOU MADE THE DEALS WITH STAN! THIS ISN'T RAPE! THIS IS PREPARING THE NEXT GENERATION! LADIES, REBECCA HERE IS A SHINING EXAMPLE OF A MOTHER ABLE TO SURVIVE WITH A CHILD! YOU SEE STEPHANIE WE DO WHAT WE NEED, NOT WHAT WE WANT! (Carver was once again repeating his old phrase to the group).

Stephanie muttered something else that Clementine didn't hear.

"GOOD! YOU WILL THINK ABOUT IT NEXT TIME!"

The beating was difficult to watch, and beating a woman who recently lost her child because abortion was "wrong" was Carver's death sentence. Only those truly loyal to him, watched in cruel interest, every other guard either looked on horrified or had to cover their eyes.

It went on and on. Clementine turned to her left, to see Rebecca walking up to her.

Rebecca uttered one word to her.

"Tonight"

"I'll tell the others" Clementine said to her.

A Satisfied Rebecca walked off.

Tonight was truly "the night".

The night, that would determine whether Clementine's second chance, was actually going to matter.