A/N: Thank you all for the reviews!

Sventhecrusader- I love having new fans, so thanks for reading my story and yeah my grammar and punctuation fails me at times. But I'm glad you like the idea behind the story and I'll try to make this rebellion as climatic as possible.

AquadDestinysEmbrace- Loving your story (and Shel and Becca within it) and thanks for you reviews!

leafs nation- Thanks! and I can't thank everyone enough for giving me reviews and taking the time to read and I'm glad you consider this a good AU story. As I try to keep the characters as themselves (with some development). One of the motto's I try to keep by while writing this is "Change Events, but not the characters".

apathy- You'll have to see about Rebecca and thanks for the review and about the people who killed both Kenny and Jane and then found AJ alive. That had to be the most tragic ending, not only had Kenny killed someone (and then the players shot him) only to discover that the baby was alive the whole time... in my ending at least Kenny got his last emotional speech.

obsessed naruhina fangirl- If you hate people you like getting shot, I think you're going to hate this chapter. Anyway as for the Luke/Kenny thing I did find it odd that it suddenly turned to Kenny/Jane, When Luke/Kenny had been bickering since episode 2. I agree with you that the choice was at the end was great. Although I'm not sure I could see Luke pulling that off (but you never know, I never expected Mike to betray the group either).

I agree however that Kenny/Luke would have been a better choice. Although I heard they changed it at the last minute for a different reason, apparently the developers were getting disgusted by the prospect of "Cluke" and killed him off due to that. It sounds ridiculous, but apparently that is one of the reasons. A lot of people are blaming someone called "Lexi Porter" for it. (I don't have a clue who this is meant to be, but if anyone knows be sure to let me know).

Either way I am slowly starting to see a pattern on this fandom. I had the misfortune of coming across a "Click" story the other day. That's right a Nick/Clem shipping. I swear, the nightmare Nick has in the story is meant to show exactly how wrong this sort of paedophilia is and how reading it is meant to make Nick (and the reader) uncomfortable. If I see a "Narah" story out there, then I might just give up.

Eggomypeggo- Considering he gets the group on Clem no matter what and that he shoots Clem rather than Kenny. I would say probably not.

and finally Maximo and Lockdown you'll just have to see about Rebecca, and thanks for your reviews!

Okay, on the rebellion!


Rebecca charged forwards, her hatchet shining off the lights of the hardware store, she moved so fast... but Tavia was faster. She had nearly brought her hatchet down upon the African american woman, before Tavia used the butt of the rifle to whack it across Rebecca's face. Grunting in pain, Rebecca fell to the floor, feeling her cheek get hot and boiling blood pour down her cheek.

"Don't fucking move!" Tavia snapped, the barrel of her rifle, in the depths of Rebecca's curly brown hair.

"That's enough Tavia" Carver ordered, as a wide eyed Tavia turned to her leader.

"BILL...!" She begun.

"I know, but I want to know why she did this" Carver mused, with a sadistic smile spreading on his face. However before he could approach Rebecca, the walkie talkie on his desk sprung to life, answering his question.

"BILL...THE PEN DWELLERS, THEY'VE ESCAPED... THEIR OPENING FIRE ON US...!"

The recording cut to static, as Carver rushed to the large window to his office, as Rebecca heard the first sounds of the gunfire and a few explosives go off below her. She managed to lift her head, to see the silhouettes of Carver's men on the shelves, firing down on her friends.

Carver pulled out his walkie talkie and growled "Stan..."

Stan nasally tones flooded through his office, as Stan loudly shouted through the walkie talkie "BILL! THERE'S A...!"

"I'm not fucking blind Stan. I've got a situation up here, so I'll be down to join you shortly. In the meantime my orders and stick- by-them..." Carver commanded in an icy voice, as Stan muttered "Okay..."

"Kill them all, but spare the girl"

Rebecca could only crouch there, her hatchet still in her fingers, but she knew one false move, would end with a bullet in her brain. No doubt Bill was going to give her some final speech or something like that. She gulped and knew she would have to remain calm, and give her friends as much time as possible to kill Carver's men. Before William Carver himself showed up on the scene and boosted morale.

She dared to look up, Tavia would kill her in a heartbeat, had Bill not given the order to spare her for the moment. Bill himself turned back to face her, a look of rage in his eyes that made Rebecca scowl. Personally she didn't care what Bill had to say anymore.

That was until, she heard the cries of Alvin Jr in his coat. The noises outside had awakened him.

A dozen things flew through Rebecca's mind. Why did Bill want Clementine spared? What would he do ,with her son, when she was dead? How would Bill kill her? How long would it take?

Bill opened his mouth to speak...


"WERE HERE!" Stephanie screamed, as she flew into the small room, where the meds were stacked on the walls, but a solitary figure in the middle of the room, stopped her in her tracks.

"Nobody move and close the door behind you" Stan ordered as he lowered a walkie talkie from his mouth, using the other hand to raise his powerful pistol to his eye level as he trained it on Stephanie.

Shel lifted her gun from her belt...

"Don't... or I'll shoot her" Stan warned, gazing directly at Stephanie. Shel seemed to hold her gun on his form for a while. Before she finally lowered it, knowing she wouldn't be able to shoot him quick enough, without him killing her best friend in retaliation.

"Now all of you come in, put your guns to the floor, or she gets it!" he suddenly lunged at Stephanie who was a foot in front of him, and wrapped his arm around her neck, as he used her as a human meat shield, as she struggled in his grip.

"DROP YOUR WEAPONS! ALL OF EM, DROP THEM! OR I WILL KILL HER!" Stan roared, his eyes nearly popping out of his head, his face a beet red shade, with veins popping from his neck. Luke, Jane and Clementine slowly trailed in behind Shel, dropping their guns to the floor, as Clementine could tell that Stan was deadly serious about his threat and she wasn't allowing another one of her friends to die.

Jane closed the door behind them, the sounds of the gunfire became muffled, as Stan smiled.

"Good, now get over there" he snapped, gesturing to a dark corner of the room, slowly but surely the group moved in that direction (Clementine realised that the woman at the rear of the group beforehand, was no longer present. Either she had been shot down, or got separated from them) either way Shel, Luke, Jane and Clementine. Reaching this corner of the room, Stan used his free hand to keep the pistol aimed in their direction. "Get on the ground and put your hands up!" he instructed harshly.

The four of them did so. Clementine noticed how Jane's eyes, flickered from Stan, back to the guns that lay on the floor next to him.

"Don't" she whispered, as Stan turned away from them (yet his pistol still pointed in their direction) as he used his legs to kick a small desk in front of the door, he dragged Stephanie along with him, who moaned in his grip and tried to pry herself free, to no avail.

"Good, now we won't be interrupted" he mused, as he faced the pen dwellers again.

"Just let us go Stan" Shel began in (let's just try and talk about this sensibly) kind of voice. Yet Stan's insane howls a mere second later, made her words ring hollow.

"Let you go!? Then where would be the fun in that!?" He mused, he was no longer angry... but excited? This prospect chilled Clementine, as Stan made unstable twitchy movements, it looked as if he was trying to reach for something in his pocket, while still keeping his arm around Stephanie's neck and his pistol trained on the group.

"We just need Meds for Eddie, please let us go!" Clementine pleaded in her most innocent voice (mastering her puppy dog eyes) yet Stan's hellish black eyes didn't show a single twitch of remorse, or guilt for doing this to an 11 year old. Instead he simply muttered "No"

"You can help us! We don't have to kill you! It's not too late!" Jane offered, but her offer was of no use, as Stan didn't even answer her. He simply shook his head.

"Mmmmm..." Stephanie tried to say, yet Stan arm was digging into her throat so tightly, she could barely utter a word without trying to gasp for air.

"You know I just spoke to Bill" Stan said, gazing at the pen group, but then again he wasn't gazing at them at all. It was if he was looking past them at something else, that they couldn't see.

No one spoke, as he continued his monologue.

"Bill said to kill you all, but spare the girl"

"You...can't..." were the only words from Stephanie were plausible, before she ended up coughing once again and gasping for some much needed air. Stan carried on as if nothing had happened.

"But I'm done with Bill, I like to do things my own way" Stan muttered darkly, his walkie talkie fell to the ground and this point. Stan crushed it with his boots, as Clementine felt her gut fall through the floor. This wasn't good at all.

"I'm sorry! Just take me! I'm the one who aborted our baby!" Stephanie managed to blurt out, before Stan held onto her neck tighter, silencing her once again. As he finally managed to complete his journey to his pocket he pulled out a small object that Clementine couldn't see.

"It's too late for all that. Don't you get it?" he snarled into Stephanie's ear, before he suddenly released her, with a violent shove towards the ground. Stephanie landed flat on her face, as Stan placed his boot on her back to prevent her from moving.

"It'S oVeR!" He suddenly screamed (rather deranged) to the celling. "We'RE aLL GoNnA dIE, lEt'S mAKe iT fAIr foR EvERyOnE!" Stan's voice was broken, as tears flooded down his cheeks. Clementine was truly frightened now.

"JUST STOP IT!" Stephanie screeched to no avail. Stan was still weeping, but smiling as he began to strike a match against a matchbox.

"If I'M GoNNa BuRn, Y'All gOnNa bUrN wiTH ME!" Stan roared, as the match set alight, without even hesitating he dropped it to the floor.

"NO!" Luke bellowed, to little to late, as the single orange flame, hit a pile of discarded papers on the floor. The papers curled and burned, without even thinking about it, Clementine took a few steps towards the door. Before Stan bellowed "GeT BaCK doWN THerE GIrl! WeRE aLL gONnA bUrN!"

Clementine slowly retraced her steps back from the corner, but as she crouched down again, Luke spoke up "THIS IS MADNESS STAN! LET US GO!"

Stan merely shook his head, as he prepared another match...

"FUCK! HIS GONNA BURN DOWN THIS WHOLE PLACE!" Jane roared, as Stan flung another match, onto the shelf behind him.

"Please... just stop..." Stephanie whimpered, but it was no use. Stan's foot was firmly pinning her in place, and the guns were too far away for her too reach. She suddenly remembered the knife in her belt. Only to discover a second later, that was also in the pile of weapons on the floor. "Were screwed" she thought sadly, as Stan threw a third match.

"NoBOdy gETs meDS nOw!" Stan shouted in a jolly tone.

"We gotta do something!" Jane gasped to Luke.

"I'm thinkin', I'm thinkin'..." Luke repeated, as if he were a stuck record, with no answers.

Clementine thought it took a while for Luke to think of a solution. Meanwhile the fires slowly ate their way through the shelves of medical supplies, with each passing second, more meds were destroyed. The temperature increased, grey smoke began to clog the room, obscuring Clementine's vision and making her cough violently. She tried to breathe more slowly to avoid inhaling the trapped toxic fumes of the fire... but it was no good, the flames were now licking through to the celling of the small room.

Despite all this Stan's pistol was still trained on the four in the corner, as he looked down at Stephanie "Aw sweet Stef, we can burn together now, we don't have to worry about babies, or getting food and drink. Or whose on whose side. It will peaceful..." he was garbling on in aloof manner. As if they were children about to enter Disneyland and were vaguely excited about what wonders it had to offer.

"Okay... I'll run forward and disarm this fucker. You three get to safety" Luke muttered at last. His eyes were set on Stan as he gulped, and tensed his body. Preparing to sprint at him.

"No!" Jane said, holding him down, as her smaller hand locked around his larger one. "You'll die Luke" she pleaded, her eyes getting watery (and that wasn't because she was choking on the smoke).

"I know, but... were all gonna die. If I don't do something" Luke replied back, the two shared (what they thought) would be their last loving look at one another. before a dull voice responded to their left.

"Screw this" Shel remarked, as she stood up and sprinted towards Stan, Luke and Jane looked too shocked for words, but Clementine managed to roar (above the rumble of the flames) "SHHELLL...!"

It happened in a dreamlike quality, Shel ran forward and Stan managed to land one perfect bullet in Shel's heart, yet just because of this Shel didn't stop moving. With her last ounces of strength she wrestled Stan pistol away from him. He tried to fire another shot, but the bullet ended up in his leg, as he screamed and fell to the floor.

"SHEL!" Stephanie screamed, running towards her friend, who slowly collapsed onto the floor, with a small red hole in her clothing, where her heart was located. Clementine was chillingly reminded of Omid, as a tiny tear escaped her eyelids. She felt numb, but she was aware of Jane moving her, and Luke opening the door, a gust of colder air swept into the burning room. Jane plopped two pistols into her numb fingers, as the smoke was beginning to make her go dizzy...

"Get Clem out of here!" Clementine heard Luke shout, the world was defiantly starting to spin now, as she was aware of Jane almost carrying her from that furnace of a room. Looking up, she wiped her eyes and coughed that those toxic fumes from her lungs.

"Let it all out" Jane said softly, patting her on the back, as Clementine coughed until her throat was sore...

Back in the room, Luke was carrying whatever sort of meds were left, looking back into the burning room, he bellowed "STEPHANIE! COME ON!"

"I'll be with you in a minute Luke" she responded, tearfully turning to him. Luke could see that in her arms lay a dying Shel. He respectfully decided to leave them, as Stephanie faced Shel.

"This is all my fault..." she sobbed, as Shel quietly shussed her and mutter calmly "It's not... Stef... it's not..."

"I stole from our last group, you saved me then. I'm the one who was messing around with Stan and you saved me again" she explained, as she tightened her grip on her dying best friend, as the tears fell freely from both of their eyes.

"I wanted to repay you" Stephanie croaked.

"You... did... though" Shel responded, she gave a weak cough, as she shivered as Stephanie pulled her closer. Shel looked up again, her shiny maple eyes slowly losing their colour...

"You... repaid me every day Stef. Just by being there and being supportive, I don't know... how I'd have got through Becca's death without you" she told the younger raven haired woman. Stephanie smiled slightly, as Shel felt herself slowly ebb away.

"What... do you reckon the first thing Becca's gonna say to me. When I see her?" Shel managed to ask, as Stephanie sniffed loudly, but managed to give a response.

"Ugh, I can't believe you let yourself get killed like that Sis" Stephanie said, in a perfect impression of Becca's voice, Shel let out her last laugh at this and uttered "Yeah... that will be Becca alright" as she looked at the black celling.

"It doesn't hurt Stef" she told her friend, as the blackness started to overcome her. As Stephanie remained silent... praying this wasn't real. Her friend Shel, her best friend, after everything they had been through. After losing Becca and Roman, they were only two left of their group and now Shel was going to die? No. Stephanie couldn't be alone. Stephanie felt like she didn't deserve to be alive after all that she had done, and yet here was Shel. Slowly dying in her arms.

Life was cruel.

"Promise me... you'll make the watchdogs again... just like we agreed..." Shel's eyes were slowly shutting, as Stephanie quickly nodded.

"I promise" she croaked, as her tears landed on Shel's jumpsuit, but quickly dried to the temperature.

"And promise... me... you'll win this... and make those fuckers pay..." Shel croaked.

"I promise" Stephanie sobbed.

Shel had no time left, Stephanie quickly gripped her friend's hand and gave it a reassuring squeeze, as Shel gave out one last smile to her.

"You were the best friend I ever had"

With these words Shel went limp in Stephanie's arms, Stephanie let out a howl of grief, as tears cascaded down her cheeks, as she hugged her friend's corpse and rocked it in her arms.

And then she heard Stan laugh.


"Where's Stephanie?" Jane asked, as a blackened Luke emerged from the room, where smoke was now freely pouring into the hardware store, that fire was out of control...

"She... she wanted to say goodbye to Shel" Luke muttered weakly, falling to his knees next to Clementine, he gazed at her. Clementine sniffed, as Luke pulled her in for a comforting hug.

"She died to save us, never forget that" Luke whispered into her ear while rubbing Clementine's back, as Clem slowly let the tears fall from her eyes and onto his shoulder. As she clung to him tightly, thinking about Shel, the kind and calm woman in the pen. Now she was dead and gone. Clementine expected there to be deaths, but she hadn't realised how emotionally attached she had grown on everyone. It was her plan all along to keep them all alive and all those nights in the pen...

These people were her family now. Losing one of them... it devastated her.

But she knew how to overcome her grief, for now at least. She was needed to fight and not cry, she regained herself quickly after Luke released her from his arms. He always knew when someone needed comforting...

But before any of them could speak up again, a shrill inhuman shriek of "YOU FUCKING ASSHOLE!" crashed into their eardrums from inside the room, Clementine had never heard Stephanie so angry, in fact she doubted she heard anybody who was that angry, as Stephanie's screams made even her, shiver in fear...

"Holy shit" was all Jane could utter. Holy shit indeed.

"NOW... JUST... FUCKING... DIE!" Stephanie sounded more like a demonic banshee than a human being, as Clementine heard a faint stabbing noise come from the room and then again... and again... and again... Stan was screaming now... but he didn't scream for long, as the stabbings happened in rapid succession. Luke stared at the door with wide eyes, none of them were paying any attention to the rebellion behind them. (The guards were too busy focusing on other targets).

Stan screams died with a pained choke. Clementine was glad she the thick smoke was obscuring the room entirely. She didn't want to know what Stan looked like now.

After an eerie silence from the burning room, Luke called out "Stef!" nervously.

A single gunshot rang from the room. Luke's eyes widened in panic, but before he could go back into the room, Stephanie emerged, her clothes, her face and her hair, were drenched in blood. She glared at the floor, her blue eyes a shade of icy grey, in one hand was the gun (she no doubt used to ensure Shel didn't come back) and in the other hand, was the sharp knife she had packed with her. It's silver surface was now dripping (with what seemed like galleons) of Stan's warm blood.

Luke opened his mouth to speak.

"Let's go" was all Stephanie said.

Jane, Luke and Clementine followed her back into the fray. With Clementine expecting the worst.