Hey guys, here's a little story I wrote while thinking of ideas for my other story, 'Just the Two of Us'. If you like Daryl, please check it out and let me know what you think!

This story takes place a few days after the group discusses what they should do with Axel and Oscar – leave them on their own or take them into the group. Daryl makes a comment about the prisoners, and his negative self-worth makes Carol unsettled. So, she sets out to prove to him that he is worthy, and that he is a great man, even if he can't see it himself.

Carol was leaning up against a cell door as she thoroughly scanned the cell block. Her eyes gently passed over Herschel, sitting on the edge of his bunk and talking to Beth. She saw Glenn and Maggie sitting cross legged on the floor, his arms wrapped gently around her. Lori was napping on the bunk above her own, and Carol smiled at her sleeping form. The baby would be here soon, and that was sure to lift people's spirits.

Carol shifted slightly and craned her neck to get a better angle of the far side of the cell block. She pushed herself off the bars of the door slowly, and took a step forward. Looking up and down the block she saw T-Dawg leaning against another cell door himself, making casual conversation with Glenn and Maggie. She had no idea where Rick went. He had taken off a while ago, saying something about making sure they were secure from the inner blocks. But, as much as she liked Rick, and as great of friends as they had become over the past few months, he wasn't the one she was looking for. And she didn't see him.

She let out a soft sigh, and turned slightly. She was startled when she almost bumped directly into Carl. She gasped a little, but caught her breath quickly, giving the boy a smile as her heart rate started to restore to its normal pace.

Carl smiled back at her – that mischievous smile of his, and spoke before she had the chance. "He's on watch"

Carol was slightly taken aback. She cocked her head, and made to put on her best 'I don't know what you're talking about' face. But, she knew better. Carl had figured that one out a while ago. So instead, she just smiled back.

"Thanks" She nodded quickly, tussling Carl's increasingly more shaggy hair. He groaned and pulled away, but didn't say anything.

Carol was almost around the corner before she heard him speak again. "You want me to come with you?"

She stopped quickly and turned around. As of late, Carl really had been turning into quite the gentleman. He was maturing, that was for sure, and Carol found herself growing fonder of his company. But, she needed to talk to Daryl alone, and she knew Carl would understand that. So, she shook her head from side to side a few times. "Thanks, but I'm okay"

She saw the thirteen year old eyeing her carefully, and she was almost surprised at how much he looked like his father in that moment. Those blue eyes inhabiting that overwhelmingly strong sense of protectiveness – that sheriff's hat – he reminded her of what she assumed Rick had been like some twenty five years ago. So, to ease his worries, she reached for the knife on her belt, pulled it out, and showed it to him.

Carl nodded. "Just makin' sure"

Carol smiled at him before turning back around. "You really are your father's son, Carl" She had already started walking toward the door, her back facing the boy, but she knew he was smiling. The kid adored his dad. Everyone did. And any mention of being like him, well, that was just about the greatest compliment anyone could give the boy.

Carol walked down the dark corridor, wary of every creak of metal or flicker of lights. Her hand rested on top of her knife, and she walked quickly toward the courtyard door. When she reached it, she pushed it open quickly, and hopped outside with a breath of relief.

Carol took in a deep breath as she made her way across the courtyard. The fresh air felt great against her face, and she was half tempted to throw her blanket out here for a night. The prison was just so stuffy and cramped, and she almost laughed out loud at her thoughts. It was, after all, a prison. But, either way, she had never been too fond of closed spaces.

She untied the strips of wire holding the fence shut, and closed it tightly behind her. She inhaled deeply as she walked across the grass, and let her breath out slowly. The sun was shining on her face, and it felt good to just be outside. She smiled as she looked around, making her way toward the guard tower.

Carol knew full well that he'd probably see her before she had even made it to the tower. Hell, he'd probably already seen her. But she needed to talk to him, and she hoped he'd listen. Something about what he had said the other day just wasn't sitting right with her. She needed to talk to him. It was important.

When she reached the guard tower, she looked up and saw him perched on top, his crossbow across his back. She waved at him. "Care if I join you?" She called loudly.

She saw him shrug. "Suppose" Carol smiled. Typical Daryl. She couldn't blame him, he was a man of few words, and she knew that. She nodded quickly and made her way to meet him at the top of the tower.

Opening the heavy door, she pushed her way onto the tower platform and walked to where Daryl was standing. He didn't even turn around, but rather continued his thorough surveillance of the surrounding fields.

Carol admired him quietly. The way his eyes focused so intently, so carefully on their surroundings. The way he shifted his body, his hips, to get a better look at the distances further away. The way his arm muscles were clenched tightly, gripping his crossbow forcefully.

"You come up here for the view?" Daryl asked quickly after several minutes of silence. But, he still refused to shift his eyes away from the field.

Carol shook her head quickly, and let out a smile, before realizing that with his back turned, he couldn't see any of it. "Ugh, no" She said quickly, her voice light as her smile grew. "I actually wanted to talk to you about something . . . if that's okay"

Daryl didn't say anything for a few seconds, simply stood looking out over the tower. But a few seconds later, Carol saw his shoulders move in a shrug. He sighed "What the hell's goin' on with these people now? 'Nother affair? Pregnancy? Secret barn full a' walkers?"

Carol couldn't help but let out a small laugh. He really was funny, in his own sarcastic sense. But, she thought it was hilarious. Especially when he managed to say it all with a straight face. And, he usually did.

She shook her head. "No, nothing like that"

"Damn" Daryl said, his voice gruff. "I was really starting to look forward to our own reality show"

Carol laughed again. "Nothing like Apocolypse 90210"

This earned her a small chuckle from Daryl, and her eyes lit up at the sound. But, neither one of them spoke for a few more minutes. Carol didn't exactly know how to bring it up, and she didn't want to ruin the fun, casual, conversation they had started.

"This problem of yours magically disappear?" Daryl asked her a second later, and Carol sighed. She had come up here. She wanted to talk to him. She just had to do it.

"It's not a problem. I just want to talk to about something . . .something you said the other day"

She saw Daryl's shoulders move in a shrug again, and she took that as her 'go ahead'.

Carol slowly took a step closer to him, and placed her hand on the railing. She didn't want to talk to the back of his head, so she took a few more steps toward him, until she was right next to him. Her arm brushed his, and she shivered with the touch. She liked it. A lot.

Her heart started to flutter as she stood next to him, and she couldn't help but feel like a high school girl. She cleared her throat, took a deep breath, and then looked up at him.

"The other day, when we were deciding what to do with Axel and Oscar . . ." Carol watched his face carefully, looking for any indication that he knew to what she was referring, but she knew him well enough now to know that he could conceal his emotions pretty well, and she knew she wouldn't see one.

" . . .well, you said, you said you grew up with guys like them." Carol continued to study his face, but his facial features gave no indication that he had even heard her, let alone had feelings on the matter. He was still concentrating on the outskirts of the fence fifty yards away.

"You said that you . . .well, that you could have been in prison with them just as easily as you're out here on the run with us." Carol watched his face again. But, yet again, she saw nothing. He had still yet to turn to her, let alone express his feelings. He seemed completely captivated by the fence, and Carol sighed.

She was quiet for a few seconds – deciding she'd let him say something when he wanted to. But, she soon realized that that might mean the conversation was over. She cocked her head again, looking up into his clearly once pain etched face, and into his deep blue eyes. She had seen the scars on his back that time. All up and down his arms. On his chest. And, as she looked into his beautiful face right then, she could see a small one drawn across his cheek, that she hadn't quite noticed before.

She wasn't ignorant. And, neither was he. He was going to hide them at all costs. Hide his emotions right along with them. But, she had seen right through all of that, and she didn't need to see the scars to understand. She had seen it in his eyes the very first time they had met all those months back. The desire to be wanted. The desire to be needed. To be loved. And the fear, the absolute fear, of what he had witnessed. What he had experienced. What he had known. She suspected her own eyes might have given off the same sense.

But she did see it. And, she saw it now. She was just about to speak again, to let him know it was okay, to remind him that she was there.

"Dar-"

"So what" He said. His voice was quick, strong, and slightly harsh. But she knew, she knew, it was just defensive. The others, the group, hell practically everyone else would have written it off as bitterness, annoyance. But she knew better.

"So, I don't believe it." She said, just as quickly back to him. And with this, he finally turned around.

"You don't know nothin' 'bout me" Daryl said, whipping around quickly, crossbow still gripped tightly in his hand. He shook his head and let out a small snort.

And they stood there. Face to face. Blue eyes to blue eyes.

It was several long seconds before Carol spoke again.

"I know you aren't a bad man. I know you'd never do anything to deliberately hurt someone else" Carol said, her voice soft, yet strong with conviction. He loved the way it was balanced like that. But, he hated the affect it had over him.

Daryl quickly shook his head, and looked down at the metal rafters they were standing on. "So everyone in prison is a bad man, huh? See, I don't see it that way. To me – they're just guys. My brother. My best friend. That's the kind of people I grew up with . . . And me? I ain't no Prince Charming." Daryl spat. His voice was rushed, hoarse, gruff. It was almost like it had been the night he had confronted her about Sophia.

Regardless, Carol wasn't going to back away. His gravelly voice fiercely cut the air in front of her face, but she took yet another step closer. Not back. And he respected her for that.

"But," She said, her voice strong, unwavering, "it doesn't make you one of them"

He starred at her for a while. Simply looking at her face, her eyes. They were quiet for a few more seconds before he shrugged.

"What do you want from me?" He said slowly, his voice calmer. He sounded almost apologetic, and he turned back to survey the fields, lifting his crossbow yet again.

Carol sighed softly and stepped even closer. She placed her hand on his upper arm, touching him softly. He shuddered under her touch, but he still refused to look at her. So, she placed her other hand on his cheek gently, and felt him flinch ever so slightly. So slight, it may have escaped the view of someone else. But, she knew what that looked like. Hell, she still did it sometimes too. It was something you often couldn't control, and she knew that. She smiled at him, trying to convey this to him.

Daryl met eyes with her reluctantly, but he did do so after several seconds.

"I want you to know how great you are. You're different, Daryl. You are. You're not one of them. Despite what anyone has told you. Despite what you may think. You're a great man. A great man. People here . . .we all care about you. We all need you. " His face was still turned toward her, but with her words he started to grow uncomfortable. And so, his eyes had dropped to the floor once more.

"I need you" She said softly. And she watched as his eyes snapped back up to meet hers. She could have sworn she saw the workings of a smile on the corner of his lips, and she smiled back at him.

"You're part of this family, you know. It just, it wouldn't be the same without you" Carol continued, patting his cheek softly. He continued to look into her eyes, and she hoped he'd never look away.

But, he only held her gaze for a few more seconds before clearing his throat, and turning his head to his crossbow. He gestured to it, raised it toward the fields again, and then quickly looked back toward Carol.

"I, ugh, I better get back to standing guard" Daryl said softly. He flickered his eyes at Carol, and she caught them, smiling at him. She nodded, patted his cheek once more, and slowly pulled it away from his face. She then gave his upper arm a small rub with her other hand, before taking a few steps back. She nodded again.

"Just . . . think about what I said" Carol smiled at him. She knew she had gotten across to him. Knew he understood. That he was grateful. She also knew he was confused. Nobody had probably ever told him that before. He wasn't used to compliments, to gestures of warmth and love and friendship. Give him an insult, a punch to the face, and he knew how to deal. But a compliment? A touch? He hadn't had enough experience with either to even have a clue about what to do. And, she knew that.

Daryl nodded a hard, brisk nod, as he quickly turned away from her and faced the fence once again. And as she walked down the steps of the tower, she couldn't help but think about his blue eyes .The way he looked at her. How close they had been. How his warm body had felt against hers as they brushed together. The thoughts made her smile. But she also wondered about how he was taking this. What was running through his mind right then?

She hoped he'd accept what she'd said. That he'd learn to realize how great a person he actually was. And, maybe one day he would. She smiled at that. Because he was a great guy. He really was. And Carol wanted him to understand that.

She had opened the door at the bottom of the tower, and had started walking back toward the prison again. And, that's when she heard him.

"Carol" He called from the tower, and she quickly turned to look at him.

He nodded once, and looked at her for several seconds. The sun was behind him, illuminating his silhouette - making his dirty blonde hair a brighter shade, and making his blue eyes sparkle.

"Thanks" He said softly, and Carol nodded.

"You're welcome" She said with a smile, before nodding herself, and turning back to walk toward the prison. She smiled to herself as she did so. He was starting to open up to her. To trust her more. To believe her. To believe in himself. She'd take that as progress.

Thank you so much for reading! Please let me know what you think!