Clementine made her way up the stairs to Carver's office, not looking forward to seeing him; especially after all he has done. Rebecca rushed out of his office, covering her face and sobbing.

"Rebecca." Clementine spoke out of concern.

The pregnant woman merely made her way down the stairs, ignoring the young girl.

"She's a strong woman, surrounded by weak men. I ain't lettin' my kid get raised around that." Carver told her, arms crossed and brows narrowed. "Get in here." He ordered.

She hung her head and made her way inside his office and towards the blue chair in front of Carver's large wooden desk.

"You make sure you tell me the truth when you're sittin' where you are... and you won't end up over in that chair." He told her as she sat down. Turning his gaze towards a bloody office chair in the corner of the room.

Clementine eyed it fearfully.

"You might not believe this after what happened earlier, but... I liked Reggie. He was a funny guy. He kept things light. You need folks like that... it's easy to let depression sink in during times like this. But he was weak. And I don't mean because he was maimed, that wasn't his problem. He was weak of will." The immoral man sat down and glared at the girl as he spoke, as if concentrating. "And weak of character. And we can't have that around here... not anymore... not with what we got at stake."

"He didn't deserve that... even if he messed up, he didn't deserve to die." She reasoned.

"Oh, he certainly did." He told her, grinning maliciously. "You see, Reggie put us at risk with his incompetence. He's had a string of screw-ups lately." He retorted, getting out of his chair and sitting on his desk in front of the young girl. "Killing one in order to save many is part of survival. It's one of the tough decisions that a weaker person couldn't make. It's why it falls to people like us to lead them to safety. Do you understand?" He asked.

She simply glared back at him without responding.

"Well I wish it was different, I do. But they are weak... and we are strong. That's why it's our responsibility to Shepard the flock... to keep them safe. It's their nature to follow... not to lead."

"I know... I have to do everything for them. It's exhausting." She agreed.

"Of course it is. But that's the role you're meant to play. And we're more alike than you think. There's no way you could have lasted this long otherwise. I realized it back in that cabin. You were scared... but you looked me straight in the eye. Kept your nerve." He neared her face, locking eyes. "That's what we need if we're gonna get through this. The next generation has to be stronger than the last to... lead us out of this." He added, backing off to an appropriate distance. "Kids like you, raised the right way. The way my child'll be raised. It ain't this herd that keeps me up at night. We can handle that. It's not knowin' if I got anyone to hand this off to... but I ain't worried about that anymore."

"I'll help you... whatever you need. I know I'm just a kid, but... I'll do my best." Clementine told him.

Carver considered this, scratching his chin in contemplation.

"Bill? you there?" Tavia's voice came in through his hand radio.

He stood and picked up the radio, pushing down on the red button, "Yeah? I'm here." He answered.

"The loading bay door is jacked. Troy really knocked the shit out of it."

"How bad is it?"

"Rails are tweaked so it wont shut all the way. I don't think it's an emergency or anything, but it's something Stan should take a look at when he can."

"I'll get him on it. Out." He told her before placing his radio on his belt. "That fuckin' idiot. Herd on it's way and he puts a goddamn ding in my door." He ranted.

There was a brief silence. Carver was staring at her, unsure. She noticed and scratched her neck.

"What is it?" She asked.

He approached and knelt down to her level, his arm resting on his knee. "Who taught you how to survive?" He asked, raising a brow.

This question caught her off guard; she sat uncomfortably, not answering his question.

"You're smart. I know that, but... there must have been someone there to help you, when this all started. Your... parents maybe?" He pried.

"His name was Lee..." She replied in a low tone, staring down at the floor.

"Lee, huh? Tell me about him."

"He protected me, more than anyone else I've ever known... he taught me a lot of things. He wouldn't ever let anyone hurt me. He protected all of us." She said, her voice deep with grief.

"Sounds like we have a lot in common." Carver implied, standing back up.

Clementine snapped her head, standing up in the same motion and glared at him, "You're nothing like him!" She told him, teeth showing.

He frowned and began to raise his hand.

"Lee would never hit me." She said as she took a seat.

He lowered his hand and sighed. "So, where is he now?" He asked for the sake of continuing the conversation.

"He died... so that I could live... I'll bet you'd never do that for anyone." She snapped at him.

He appeared frustrated, his face giving off a distasteful look. He decided to sit down in his chair, slumping actually. He rubbed his forehead as he stared at the chair across the room.

"There was a time when I'd do... just about anything for the woman I loved most... unfortunately this story isn't like this Lee guy's... I failed. So, you're right; I'm nothing like the man you describe." He admitted before sending a glare her way. "You're a bright girl, Clementine... which is why I know you're planning to escape. It might even work, who knows."

She hesitated to respond, "I-"

"Don't play coy with me. Listen to me, if you and your 'friends' manage to leave, then what? Me and my people have picked the surrounding area clean. There's nothing left out there. We've seen your pal, Luke scouting and are in the process of detaining him. Thus far, we've been letting him roam. I wanted to see what he was capable of. So, let me ask you an honest question, why leave?"

They just stared at each-other for a brief time. She cleared her throat. Bill cut her off,

"You'd really rather fight the un-dead and scavenge for food and freeze to death out there? Opposed to doing some work for me in the safety of my community?" Bill questioned.

She shut her eyes shook her head, "No... I want to stay here."

A slight grin formed on Bill's face. He sat up and pulled his chair in close. "I want to make a proposal."

"I'm listening..."

"I'll let you out, let you live among my people, socialize among them, and so on... but you have to do something for me first."

She turned and eyed the door out of the room, then turned back to him.

"I want you to kill your friend, uh, Kenny, was it?"

Her eyes widened.

"You know how problematic he is. But, what I'm sure you don't know is, he's manipulating you. Does he ever bring up Lee? This is called emotional appeal. Surely you haven't fallen for this."

She frowned.

"Well, alright then. Go back to the yard. Go make your plans. It's almost su-"

"I'll do it." She interrupted.

He didn't respond for a moment. He was most definitely expecting her to decline. "I beg your pardon?"

"I said, I'll do it." She repeated, a focused and serious look on her face. "It's like you said, you have to kill one... to save many... it's part of survival... Lee knew that... I know that..."

Carver smiled, delighted. "So, here's what you're going to do..."