The stairs were covered with debris, forcing the little girl to pick her steps carefully. "Don't cry, Clem," she told herself, trying to stop the hot tears that were making it hard to see. The gun felt heavy, but not completely foreign in her hands. She heard something rustle and froze for a moment. A large rat crawled out of a hole in the wall and sniffed a moment before skittering down the stairs. Clementine gulped and shifted the gun in her hands. A sound below her made her freeze.

"Lee?" she whispered, bending and trying to see what was happening. But she didn't go back down the stairs; couldn't stand the thought that Lee was one of them now. She took the biggest breath she could. For a moment, she thought she heard a voice below her, then something rattled at the base of the stairs and she ran. Two landings later she stopped; her entire body was shaking. But she couldn't hear anything coming up behind her. Taking a deep breath, Clementine wiped her eyes. She needed a different weapon. The gun would be too loud. It took several tries, but she managed to tuck it into the back of her tights, just like how Lee always carried it in his pants. Looking around the staircase, she found an iron stick, but it was too heavy for her to lift. Empty-handed, she continued through the building and down a staircase on the other side. The street was still teeming with the dead. Clementine stared at them, feeling the tremble start in her knees and work its way up her body.

"I can't do this!" she whispered, needing Lee to set his hand on her shoulder and say of course you can, sweet pea. But he didn't. He was chained to a radiator; just as dead as her parents.

Her parents... Clementine shut down the thought. Her parents had been dead for a while. Lee...If she didn't get out of here it would mean Lee had died for no reason. The little girl hugged herself and bit a shriek of disgust; she was still covered with walker-yuck. Several dead people turned towards, but turned away as she stood frozen. Taking one more deep breath and holding it, Clementine pushed out into the herd. It was too dark to see them clearly, but she could hear them around her, and without Lee to shield her she was buffeted and pushed by them. As she moved slowly through the swarm, she realized she had no plan and no idea where to go.

A toy store with broken windows beckoned her inside. She'd come here with her parents a few times before everything had happened. She remembered the toy train display that had always been in the window. She knew that the small store front was deceiving, the building was connected to the one behind it, and their combined upper floors made a huge playroom. Her wandering feet took her to the sports section in the back, where she picked up a baseball bat. It was very heavy, but what good would it do her if she couldn't reach the heads of the monsters around her?

Following a broken down escalator up to the next floor, Clementine searched until she found a door that said 'authorized personal only'. She shoved through that and found herself in an empty office. Faced with a choice of doors, she picked the one labeled 'manager'.

The manager was still inside, sitting in its chair. It watched her, but didn't react as she climbed up onto the desk in front of it. Taking a breath, Clementine swung her baseball bat, connecting solidly with its skull. Its head knocked around but the head stayed connected, it snarled at her and reached for her. With a little scream, Clementine swung again and again and again. Finally, she knocked it off balance and onto the floor. She kicked the computer down onto its head, then leapt down and beat it with the baseball bat some more. Finally, it stopped twitching. Sobbing, she lowered her bat and listened. She didn't hear anything coming. Afraid to be alone in the room with it, but more afraid to touch it, Clementine curled up in the corner and cried silently for a long time. Finally she cried herself to sleep. It was a restless sleep, full of dreams of Lee, dead-eyed and rotting, crawling after her through her parents' house, through the motel, through the train, through the mansion. No matter where Clementine ran, he found her.

She woke with the sun the next morning. The walker yuck had dried on her, making her dress crusty and stiff. She wondered if she still smelled bad enough. For a moment, she thought about adding more, but the thought made her want to throw up. Her throat was dry, and her stomach rumbled. Hugging herself, she opened the door into the secretary's office. She'd been followed in at some point; there were two walkers standing around. Both of them turned towards her at once. Gasping, she closed the door and looked for something to wedge it with. The bookcase should have been too heavy, but she managed to pull it down to block the door. Just in time, too, as the walkers began to push it in.

Clementine ordered herself to not cry and look for another way out. She found a fire escape outside the window, and she climbed down it quickly. The alley was slightly blocked off, and she didn't see any dead people. Walking as quietly as she could, she made her way through the alley. It connected to another alley, and another alley. Soon, Clementine was completely lost. She wiped her nose of her sleeve. There was a walker laying nearby, not moving. It looked like its bottom half was missing, so she walked over to it. With two hard swings of her baseball bat, she bashed its skull in. Shaking, she pulled some more yuck from it and recoated herself. When the next alley was full of walkers, Clementine kept walking. They didn't react to her at all. They were gathered around something, and Clementine would have walked by too if she hadn't looked up and recognized one of the walkers.

"Kenny?" she whispered, staring up at the dull eyed, but painfully familiar face. She was shaking again, but she forced her feet to keep moving. A familiar varsity jacket, stained awfully with blood caught her eyes, and for a moment Clementine had an clear view of Ben, a clean hole through his forehead, laying on the ground. Then the dead moved and her view was blocked. Clementine looked away and ran until the dead began to notice, then walked again.

She still didn't know where she was going, she realized gradually, as she turned a corner onto a main street. Staring up at the mass of dead, she shook her head, then pushed out into. None of them seemed to notice her as she dodged hips and shuffling knees. A shout got her attention and she looked up with the rest of the herd.

"Oh, god, get away!" someone was shouting. The herd began to push forward, taking Clementine with it. She heard shots, then screams. Shoving away, Clementine ran. She felt curious and hungry hands grab at her, but she twisted out of them. She couldn't see what was happening: she didn't want to. In another alley, she slowed down again.

A large blue box blocked the way ahead, and she stared at it in surprise. She'd never seen anything like it. It almost looked like a phone booth; it was the right size, anyway. Reaching up, she tried to open the door. It was locked.

"Police...box," she read out loud, turning when a walker followed her into the alley. He didn't seem to notice her, once again the yucky-trick worked. Clementine hugged herself and pressed her back against the opening to the police box. To her surprise, it opened and she fell in. Quickly she pushed the door shut again. Turning around, she gasped and pressed her back against the door.

It was huge! Long, tree truck like columns twisted their way up to a domed ceiling, covered with round lights. A central column was covered with buttons, levers, and all sorts of other things. Hefting her bat, Clementine made her way up short steps to the main platform.

The walker began to beat on the door behind her, and she turned, but the door held solid. Trying to stop her pounding heart, Clementine sat on the steps up to the funny control panel and watched the door, waiting for the walker to burst through just as she had burst through. But it didn't. The door held tight.

"Where did you come from?" A pleasant female voiced asked from behind Clementine.

The little girl leapt to her feet and struggling to pull the handgun from her tights.

"You're okay, no one's going to hurt you," the woman had a mass of curling blond hair and a pleasant smile. She crouched down and set a hand on the barrel of Clementine's gun. "You don't need that here, baby girl."

Clementine let her lower it, but kept her tight grip on the handle. Sometimes her daddy had called her 'baby girl'. "Who are you?" she asked. "Why do you sound funny?"

"I'm River, what's your name?" The lady with the big hair asked.

"Cl-Clementine."

"Hullo, Clementine. How did you get in here?" Her hand was gently resting on Clementine's forearm.

"Through the door." Clementine turned and pointed.

The door shook just then, and Clementine turned, bringing her shaking gun up.

"Was something following you, Clementine?" River asked, coming up beside Clementine and staring at the door.

Clementine nodded slowly. The door shook again.

"Don't worry, whatever it is won't be able to get in." River touched her shoulders, then yanked her hand away from Clementine and stared at her fingers. "What are you covered with?"

"Yuck," Clementine replied, shuddering. "It keeps them from noticing me."

"Where are you parents?" River asked, carefully returning her fingers to Clementine's shoulder.

Clementine closed her eyes and looked away. "Dead."

Next thing she knew the strange woman was folding her in her arms and holding her close. She smelled good, like cinnamon and flowers. Clementine felt the tears she'd thought were spent well up, and she began to cry into River's shoulder. She cried for her parents, for Lee, for Ben and Kenny and Crista and Omid, for Katja, Duck, and Lily. She cried, and the woman held her tightly.

When she finally cried herself out, the woman pulled away. "How about a bath and some clean clothes, then? I'm sure there must be something in this machine that will fit you."

"That sounds nice," Clementine said, and River led her through a door into the rest of the ship.

The bath was the first hot bath Clementine had had since before she'd met Lee, and the bubbles smelled like all kind of good flowers. She scrubbed and scrubbed until her skin was pink, then shampooed her hair at least three times to make sure all the yuck was out of it. Wrapping herself in a warm, pink fluffy towel, she stepped into the next room, where an outfit had been laid out on a plush bench for her. Her first thought was how impractical it was: how was she supposed to run if she wore a skirt like that? Also, what if she got grabbed by that jacket? But she pulled it on anyway, surprised to find that it fit perfectly.

Remembering Lee's advice, she climbed up on the bench to see herself in the mirror and tried to pull her hair back into the ponytails she'd gotten used to. But she couldn't make it look right, not the way Lee always did it. Clementine stopped and leaned her forehead against the mirror. Thinking of Lee made her stomach hurt down deep inside. She rubbed her eyes and gave up on her hair. Maybe River could help her.

Carefully, she opened the door and stepped out into the corridor. Where was the pretty lady? Clementine picked a direction that looked familiar and began to follow it, her heart pounding. She realized with fear that she had no idea what River had done with her gun. The corridor went on for a while, then she heard voices outside of an open door and stopped.

"How am I going to tell his mother?" A man was demanding. "He was only seventeen years old!"

"Sweetie, come here."

Clementine leaned around the door. A very tall man was pacing back and forth in front of the control panel, his hand in his messy brown hair. River was seated on the bench, watching him.

"This is a rubbish planet, River. Why would I ever come here? I know it was fuchsia-coded in the Time-Lord planetary list. Why did I come?"

"Because there's nothing more tempting than a 'keep out' sign," River got up and stopped his pacing. "Take a deep breath, sweetie, and let it out." she hugged him tightly

Movement caught Clementine's eye and she looked past both of them. A walker was slowly rising to his feet, eyes on the couple. His face was completely eaten away, and he was missing an arm, but he began to lurch forward. Clementine gasped, but her scream of warning caught in her throat. Her eyes flicked wildly, finally settling on the gun River had left on the bench. It was her gun. She ran forward, grabbing the gun as the thing grabbed the man from behind.

"Doctor!" River screamed.

The man twisted, leaving his trench coat in the grip of the walker, who took a bite out of it.

"What the hell?" the man asked, pulling a silver pen out of his pocket and pointed it at the walker. Clementine grabbed the gun and checked that it was loaded. The walker lurched towards the man again, who ducked back, pinned against the railing.

Clementine yelled wordlessly, trying to get its attention off him for a moment. It turned, and she pulled the trigger. With a jerk of its head, the walker fell. There was silence as they stared at the body.

"Are you okay, mister?" Clementine asked, lowering her gun.

"You killed him," River said in shock.

"Frances was already dead," the man said, reaching down and trying to take the gun from Clementine. She jerked it back, holding it to her chest.

"And what the hell do you mean by that?" River demanded.

"Swear," Clementine whispered to herself.

"It's what is wrong with this planet," the man said, stepping away from Clementine to stand over the body of the walker. "Due to an unnatural shift in prion particles, the dead don't stay dead."

"What?" River asked.

"Absent their soul they have nothing to truly guide them. The body cannot function without a soul, after all. Instead, the bodies of the dead are being reanimated by prion particles, and trying to regain what they are missing. Some genetic instinct drives them to seek souls from the living." The man crouched and touched the body of the walker. "Must be spread via bite."

Clementine hadn't understood anything the man said.

"Are you okay?" she asked River.

"I'm fine, Clementine," River replied, squeezing her shoulder.

"And who is your new friend, exactly?" the man demanded suddenly, wheeling on Clementine and River.

"Her name is Clementine. Her parents are dead." River responded, pulling Clementine close to protect her. "Clementine, sweetie, this is the Doctor."

Clementine looked up at him and tried to smile. Lee had once told her that her smile could light up the darkest night. Thinking of Lee opened the door to her memories, and suddenly she began to cry again.

"Don't...don't cry," the Doctor said, kneeling in front of her and producing a clean white handkerchief from one of his pockets. "I'm sorry, I didn't mean to yell."

"She's coming with us, Doctor," River said.

"No she isn't," the Doctor replied.

"You just said her planet was hell, and now you want to shove her back out there?" River demanded.

"I'm not taking anything from this hell hole with me. Not after what they did," the Doctor replied. "Besides, it's dangerous here."

"Seems more dangerous there," River remarked, gently loosening the gun from Clementine's fingers and unloading it. "You won't need this anymore," she promised Clementine.

"Yes, I will." Clementine replied. "I don't smell like yucky anymore. The moment I go out there they'll all be after me!"

"You're not going out there," River promised.

"River, she can't stay!" the Doctor shouted.

"The hell she can't!" River was suddenly on her feet, eyes blazing. "If you think I'm going to let you abandoned a child in a shit-hole like this simply because looking at her will make you feel guilty, then you do not know me very well, Doctor."

There was a long pause.

Clementine wiped her eyes, she was done crying.. "River," she said, trying to speak softly, "I don't wanna die." She wasn't sure that was true, though. Maybe if she was dead she could find Lee, and they could be together.

River bent down and hugged her tight. "You're not going to die, not today."

A sound made her jump, and the whole room lurched.

River griped her tightly. "Doctor, what's happening?"

The Doctor turned to the control panel in the center of the room. "The Tardis, she's taking off on her own," he said in shock.

"That settles it then, Clementine stays." River stood up, gripping Clementine's hand.

The Doctor made what appeared to be a half-hearted attempt to stop the shaking. When it stopped he leaned on the panel. "We're on earth," he said. "London. 2012."

"So what are you going to do?" River asked.

The Doctor suddenly became a flurry of motion, racing around the panel, hitting buttons and flipping switches. The Tardis made its noise again, and the room shook. But there was something angry to it. Sparks flew from a panel, driving the Doctor back from it.

"She won't go back. She won't let me..." the Doctor stopped and turned to look at Clementine. Clementine gripped River's hand tightly and stared up at him as steadily as she could. Lee had told her not to be afraid.

"I guess we're keeping her," the Doctor finally said.

5