We present high resolution spectroscopy of a QSO whose sight-line passes through the halo of a pair of elliptical galaxies at redshift 2.38. This pair of galaxies probably lies at the center of a galaxy proto-cluster, and is embedded in a luminous extended Ly-alpha nebula. The QSO sight-line intersects two small gas clouds within this halo. These clouds have properties similar to those of high velocity clouds (HVCs) seen in the halo of the Milky Way. The gas is in a cool (< 2 x 10^4 K) and at

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... ast 20% neutral phase, with metallicities in the range -3.0 < [Fe/H] < -1.1 and neutral hydrogen column densities of ~10^19.5 /cm^2. The origin of these clouds is unclear. The presence of low metallicity gas within this possible proto-cluster implies either that the intra-cluster medium has not been enriched with metals at this redshift, or the clouds are embedded within a hot, ionized, metal-rich gas phase.